Document


 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2018
Commission File Number: 1-1927
THE GOODYEAR TIRE & RUBBER COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Ohio
(State or Other Jurisdiction of
Incorporation or Organization)
 
34-0253240
(I.R.S. Employer
Identification No.)
 
 
 
200 Innovation Way, Akron, Ohio
(Address of Principal Executive Offices)
 
44316-0001
(Zip Code)
(330) 796-2121
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
 
Accelerated filer o
 
Non-accelerated filer o
 
Smaller reporting company o
 
Emerging growth company o
 
 
 
 
(Do not check if a smaller reporting company)
 
 
 
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Number of Shares of Common Stock,
Without Par Value, Outstanding at June 30, 2018:
 
237,015,745
 




TABLE OF CONTENTS

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.


THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(In millions, except per share amounts)
2018
 
2017
 
2018
 
2017
Net Sales (Note 2)
$
3,841

 
$
3,686

 
$
7,671

 
$
7,385

Cost of Goods Sold
2,949

 
2,785

 
5,925

 
5,545

Selling, Administrative and General Expense
588

 
579

 
1,179

 
1,155

Rationalizations (Note 3)
(2
)
 
27

 
35

 
56

Interest Expense
78

 
89

 
154

 
176

Other (Income) Expense (Note 4)
45

 
16

 
82

 
24

Income before Income Taxes
183

 
190

 
296

 
429

United States and Foreign Tax Expense (Note 5)
19

 
36

 
52

 
106

Net Income
164

 
154

 
244

 
323

Less: Minority Shareholders’ Net Income
7

 
7

 
12

 
10

Goodyear Net Income
$
157

 
$
147

 
$
232

 
$
313

Goodyear Net Income — Per Share of Common Stock
 
 
 
 
 
 
 
Basic
$
0.66

 
$
0.58

 
$
0.97

 
$
1.24

Weighted Average Shares Outstanding (Note 6)
239

 
252

 
240

 
252

Diluted
$
0.65

 
$
0.58

 
$
0.96

 
$
1.23

Weighted Average Shares Outstanding (Note 6)
241

 
256

 
242

 
256

 
 
 
 
 
 
 
 
Cash Dividends Declared Per Common Share (Note 13)
$
0.14

 
$
0.10

 
$
0.28

 
$
0.20

The accompanying notes are an integral part of these consolidated financial statements.



- 1-




THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(In millions)
2018
 
2017
 
2018
 
2017
Net Income
$
164

 
$
154

 
$
244

 
$
323

Other Comprehensive Income (Loss):
 
 
 
 
 
 
 
Foreign currency translation, net of tax of ($6) and ($8) in 2018 ($16 and $19 in 2017)
(231
)
 
50

 
(149
)
 
134

Defined benefit plans:
 
 
 
 
 
 
 
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $8 and $16 in 2018 ($11 and $21 in 2017)
26

 
19

 
53

 
39

(Increase)/Decrease in net actuarial losses, net of tax of $5 and $6 in 2018 ($0 and $1 in 2017)
16

 
(1
)
 
19

 
3

Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures, net of tax of $2 and $2 in 2018 ($0 and $0 in 2017)
4

 

 
4

 

Deferred derivative gains (losses), net of tax of $4 and $2 in 2018 (($5) and ($7) in 2017)
10

 
(8
)
 
6

 
(14
)
Reclassification adjustment for amounts recognized in income, net of tax of $1 and $2 in 2018 ($0 and ($1) in 2017)
2

 
(2
)
 
5

 
(3
)
Other Comprehensive Income (Loss)
(173
)
 
58

 
(62
)
 
159

Comprehensive Income (Loss)
(9
)
 
212

 
182

 
482

Less: Comprehensive Income (Loss) Attributable to Minority Shareholders
(11
)
 
14

 
(4
)
 
23

Goodyear Comprehensive Income
$
2

 
$
198

 
$
186

 
$
459

The accompanying notes are an integral part of these consolidated financial statements.

- 2-




THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
June 30,
 
December 31,
(In millions, except share data)
2018
 
2017
Assets:
 
 
 
Current Assets:
 
 
 
Cash and Cash Equivalents
$
975

 
$
1,043

Accounts Receivable, less Allowance — $108 ($116 in 2017)
2,388

 
2,025

Inventories:
 
 
 
Raw Materials
530

 
466

Work in Process
160

 
142

Finished Products
2,251

 
2,179

 
2,941

 
2,787

Prepaid Expenses and Other Current Assets
265

 
224

Total Current Assets
6,569

 
6,079

Goodwill
576

 
595

Intangible Assets
138

 
139

Deferred Income Taxes (Note 5)
2,035

 
2,008

Other Assets
804

 
792

Property, Plant and Equipment, less Accumulated Depreciation — $10,110 ($10,078 in 2017)
7,233

 
7,451

Total Assets
$
17,355

 
$
17,064

 
 
 
 
Liabilities:
 
 
 
Current Liabilities:
 
 
 
Accounts Payable — Trade
$
2,880

 
$
2,807

Compensation and Benefits (Notes 10 and 11)
511

 
539

Other Current Liabilities
821

 
1,026

Notes Payable and Overdrafts (Note 8)
335

 
262

Long Term Debt and Capital Leases due Within One Year (Note 8)
286

 
391

Total Current Liabilities
4,833

 
5,025

Long Term Debt and Capital Leases (Note 8)
5,726

 
5,076

Compensation and Benefits (Notes 10 and 11)
1,369

 
1,515

Deferred Income Taxes (Note 5)
99

 
100

Other Long Term Liabilities
484

 
498

Total Liabilities
12,511

 
12,214

Commitments and Contingent Liabilities (Note 12)

 

Shareholders’ Equity:
 

 
 

Goodyear Shareholders’ Equity:
 
 
 
Common Stock, no par value:
 

 
 

Authorized, 450 million shares, Outstanding shares — 237 and 240 million in 2018 and 2017 after deducting 41 and 38 million treasury shares in 2018 and 2017
237

 
240

Capital Surplus
2,214

 
2,295

Retained Earnings
6,208

 
6,044

Accumulated Other Comprehensive Loss
(4,022
)
 
(3,976
)
Goodyear Shareholders’ Equity
4,637

 
4,603

Minority Shareholders’ Equity — Nonredeemable
207

 
247

Total Shareholders’ Equity
4,844

 
4,850

Total Liabilities and Shareholders’ Equity
$
17,355

 
$
17,064

The accompanying notes are an integral part of these consolidated financial statements.

- 3-




THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Six Months Ended
 
June 30,
(In millions)
2018
 
2017
Cash Flows from Operating Activities:
 
 
 
Net Income
$
244

 
$
323

Adjustments to Reconcile Net Income to Cash Flows from Operating Activities:
 
 
 
Depreciation and Amortization
392

 
387

Amortization and Write-Off of Debt Issuance Costs
8

 
14

Provision for Deferred Income Taxes
(55
)
 
45

Net Pension Curtailments and Settlements
3

 
1

Net Rationalization Charges (Note 3)
35

 
56

Rationalization Payments
(131
)
 
(54
)
Net (Gains) Losses on Asset Sales (Note 4)

 
(13
)
Pension Contributions and Direct Payments
(42
)
 
(45
)
Changes in Operating Assets and Liabilities, Net of Asset Acquisitions and Dispositions:
 
 
 
Accounts Receivable
(475
)
 
(470
)
Inventories
(222
)
 
(482
)
Accounts Payable — Trade
253

 
190

Compensation and Benefits
(30
)
 
(67
)
Other Current Liabilities
(100
)
 
27

Other Assets and Liabilities
36

 
(97
)
Total Cash Flows from Operating Activities
(84
)
 
(185
)
Cash Flows from Investing Activities:
 
 
 
Capital Expenditures
(442
)
 
(497
)
Asset Dispositions (Note 4)
2

 
2

Short Term Securities Acquired
(30
)
 
(43
)
Short Term Securities Redeemed
38

 
43

Other Transactions
(38
)
 
(3
)
Total Cash Flows from Investing Activities
(470
)
 
(498
)
Cash Flows from Financing Activities:
 
 
 
Short Term Debt and Overdrafts Incurred
1,012

 
290

Short Term Debt and Overdrafts Paid
(920
)
 
(303
)
Long Term Debt Incurred
3,544

 
3,456

Long Term Debt Paid
(2,933
)
 
(2,905
)
Common Stock Issued
3

 
11

Common Stock Repurchased (Note 13)
(100
)
 
(30
)
Common Stock Dividends Paid (Note 13)
(67
)
 
(50
)
Transactions with Minority Interests in Subsidiaries
(26
)
 
(5
)
Debt Related Costs and Other Transactions
6

 
(38
)
Total Cash Flows from Financing Activities
519

 
426

Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash
(25
)
 
37

Net Change in Cash, Cash Equivalents and Restricted Cash
(60
)
 
(220
)
Cash, Cash Equivalents and Restricted Cash at Beginning of the Period
1,110

 
1,189

Cash, Cash Equivalents and Restricted Cash at End of the Period
$
1,050

 
$
969

The accompanying notes are an integral part of these consolidated financial statements.

- 4-




THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1. ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared by The Goodyear Tire & Rubber Company (the “Company,” “Goodyear,” “we,” “us” or “our”) in accordance with Securities and Exchange Commission rules and regulations and generally accepted accounting principles in the United States of America ("US GAAP") and in the opinion of management contain all adjustments (including normal recurring adjustments) necessary to fairly state the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017 (the “2017 Form 10-K”).
Operating results for the three and six months ended June 30, 2018 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2018.
Recently Adopted Accounting Standards
Effective January 1, 2018, we adopted an accounting standards update, and all related amendments, with new guidance on recognizing revenue from contracts with customers. The standards update outlines a single comprehensive model for entities to utilize to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that will be received in exchange for the goods or services. We applied the new guidance to all open contracts at the date of adoption using the modified retrospective method. We recognized the cumulative effect of initially applying the new guidance as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.
The cumulative effect of the changes made to our January 1, 2018 balance sheet for the adoption of the standards update was as follows:
 
Balance at
 
Adjustment for
 
Balance at
(In millions)
December 31, 2017
 
New Standard
 
January 1, 2018
Accounts Receivable
$
2,025

 
$
3

 
$
2,028

Prepaid Expenses and Other Current Assets
224

 
7

 
231

Deferred Income Taxes — Asset
2,008

 
1

 
2,009

Accounts Payable — Trade
2,807

 
7

 
2,814

Other Current Liabilities
1,026

 
7

 
1,033

Retained Earnings
6,044

 
(3
)
 
6,041

The impact of the adoption of the standards update on our Consolidated Statements of Operations for the three and six month periods ended June 30, 2018 was an increase of $8 million and $7 million, respectively, to Net Sales, and an increase of $6 million and $5 million, respectively, to Net Income.
The impact of the adoption of the standards update on our Consolidated Balance Sheet as of June 30, 2018 was as follows:
 
As of June 30, 2018
 
 
 
Balances
 
 
(In millions)
As Reported
 
Without Adoption
 
Effect of Change
Accounts Receivable
$
2,388

 
$
2,380

 
$
8

Prepaid Expenses and Other Current Assets
265

 
255

 
10

Deferred Income Taxes — Asset
2,035

 
2,036

 
(1
)
Accounts Payable — Trade
2,880

 
2,875

 
5

Other Current Liabilities
821

 
811

 
10

Retained Earnings
6,208

 
6,206

 
2


- 5-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

We do not expect the impact of the adoption of this new standards update to be material to our consolidated financial statements on an ongoing basis.
Effective January 1, 2018, we adopted an accounting standards update intended to improve the financial statement presentation of pension and postretirement benefits cost. The new guidance requires employers that offer defined benefit pension or other postretirement benefit plans to report service cost in the same income statement line as compensation costs and to report non-service related costs separately from service cost outside a sub-total of income from operations, if one is presented. In addition, the new guidance allows only service cost to be capitalized. We applied the new guidance using the retrospective method. In alignment with the new standards update, we reclassified $7 million and $12 million of expense from Cost of Goods Sold ("CGS") and $4 million and $7 million of expense from Selling, Administrative and General Expense (“SAG”), including corporate related costs of $3 million and $6 million, to Other (Income) Expense for the three and six months ended June 30, 2017, respectively. The provision of the new standards update that allows only service cost to be capitalized resulted in an additional one-time charge of $9 million which was recorded in Other (Income) Expense for the six months ended June 30, 2018.
We expect service related costs of approximately $35 million per year, including approximately $5 million per year of corporate related costs, will remain in CGS and SAG. Further, we expect approximately $90 million of non-service related costs, including approximately $15 million of corporate related costs and excluding settlement/curtailment charges, to be classified in Other (Income) Expense during 2018.
Effective January 1, 2018, we adopted an accounting standards update with new guidance on the accounting for the income tax consequences of intra-entity transfers of assets other than inventory, including the elimination of the prohibition on recognition of current and deferred income taxes on such transfers.  As a result of using the modified retrospective adoption approach, $2 million was recorded as a cumulative effect adjustment to increase Retained Earnings, with Deferred Income Taxes increasing by $7 million and Other Assets decreasing by $5 million. We do not expect the impact of the adoption of this new standards update to be material to our consolidated financial statements on an ongoing basis.
Effective January 1, 2018, we adopted an accounting standards update with new guidance to clarify when changes to the terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires the application of modification accounting if the value, vesting conditions or classification of the award changes. The adoption of this standards update did not impact our consolidated financial statements.
Recently Issued Accounting Standards
In February 2018, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update that allows an optional one-time reclassification from Accumulated Other Comprehensive Income (Loss) to Retained Earnings for the stranded tax effects resulting from the new corporate tax rate under the Tax Cuts and Jobs Act. The new guidance requires additional disclosures, regardless of whether the optional reclassification is elected. The standards update is effective for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted, and may be applied retrospectively or as of the beginning of the period of adoption. Goodyear has elected not to adopt this optional reclassification.
In August 2017, the FASB issued an accounting standards update with new guidance intended to reduce complexity in hedge accounting and make hedge results easier to understand. This includes simplifying how hedge results are presented and disclosed in the financial statements, expanding the types of hedge strategies allowed and providing relief around the documentation and assessment requirements. The standards update is effective using a modified retrospective approach, with the presentation and disclosure guidance required prospectively, for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption of this accounting standards update is not expected to have a material impact on our consolidated financial statements.
In January 2017, the FASB issued an accounting standards update with new guidance intended to simplify the subsequent measurement of goodwill. The standards update eliminates the requirement for an entity to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, an entity will perform its annual, or interim, goodwill impairment testing by comparing the fair value of a reporting unit with its carrying amount and recording an impairment charge for the amount by which the carrying amount exceeds the fair value. The standards update is effective prospectively for annual and interim goodwill impairment testing performed in fiscal years beginning after December 15, 2019, with early adoption permitted. The adoption of this standards update is not expected to impact our consolidated financial statements.
In February 2016, the FASB issued an accounting standards update with new guidance intended to increase transparency and comparability among organizations relating to leases.  Lessees will be required to recognize a liability to make lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term.  The FASB retained a dual model for lease classification, requiring leases to be classified as finance or operating leases to determine recognition in the statements of operations and cash flows; however, substantially all leases will be required to be recognized on the balance sheet.  Lessor accounting

- 6-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

is largely unchanged from the current accounting model.  The standards update will also require quantitative and qualitative disclosures regarding key information about leasing arrangements. The standards update is effective using a modified retrospective approach for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted. As originally issued, the standards update requires application at the beginning of the earliest comparative period presented at the time of adoption.  At its November 29, 2017 meeting, the FASB proposed allowing entities the option to instead apply the provisions of the new leases guidance at the effective date, without adjusting the comparative periods presented.  While not yet issued, the FASB subsequently approved this update.  The standard also provides for certain practical expedients. We have completed aggregating our worldwide lease contracts, are currently in the process of evaluating these lease contracts and are implementing a new lease accounting system to support the accounting and disclosure requirements of this standards update. The adoption of this standards update will have a material impact on our financial statements as we have significant operating lease commitments that are off-balance sheet in accordance with current US GAAP.
Principles of Consolidation
The consolidated financial statements include the accounts of all legal entities in which we hold a controlling financial interest. A controlling financial interest generally arises from our ownership of a majority of the voting shares of our subsidiaries. We would also hold a controlling financial interest in variable interest entities if we are considered to be the primary beneficiary. Investments in companies in which we do not own a majority interest and we have the ability to exercise significant influence over operating and financial policies are accounted for using the equity method. Investments in other companies are carried at cost. All intercompany balances and transactions have been eliminated in consolidation.
Restricted Cash
The following table provides a reconciliation of Cash, Cash Equivalents and Restricted Cash as reported within the Consolidated Statements of Cash Flows:
 
June 30,
(In millions)
2018
 
2017
Cash and Cash Equivalents
$
975

 
$
903

Restricted Cash
75

 
66

Total Cash, Cash Equivalents and Restricted Cash
$
1,050

 
$
969


Restricted Cash, which is included in Prepaid Expenses and Other Current Assets in the Consolidated Balance Sheets, primarily represents amounts required to be set aside in connection with accounts receivable factoring programs.  The restrictions lapse when cash from factored accounts receivable is remitted to the purchaser of those receivables.
Reclassifications and Adjustments
Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation.
NOTE 2. NET SALES
The following table shows disaggregated net sales from contracts with customers by major source:
 
Three Months Ended June 30, 2018
 
 
 
Europe, Middle East
 
 
 
 
(In millions)
Americas
 
and Africa
 
Asia Pacific
 
Total
Tire unit sales
$
1,568

 
$
1,152

 
$
511

 
$
3,231

Other tire and related sales
159

 
98

 
32

 
289

Retail services and service related sales
144

 
9

 
19

 
172

Chemical
143

 

 

 
143

Other
4

 
1

 
1

 
6

Net Sales by reportable segment
$
2,018

 
$
1,260

 
$
563

 
$
3,841


- 7-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

 
Six Months Ended June 30, 2018
 
 
 
Europe, Middle East
 
 
 
 
(In millions)
Americas
 
and Africa
 
Asia Pacific
 
Total
Tire unit sales
$
3,074

 
$
2,361

 
$
1,029

 
$
6,464

Other tire and related sales
294

 
203

 
62

 
559

Retail services and service related sales
281

 
24

 
41

 
346

Chemical
291

 

 

 
291

Other
7

 
2

 
2

 
11

Net Sales by reportable segment
$
3,947

 
$
2,590

 
$
1,134

 
$
7,671

Tire unit sales consist of consumer, commercial, farm and off-the-road tire sales, including the sale of new Company-branded tires through Company-owned retail channels. Other tire and related sales consist of aviation, race, motorcycle and all-terrain vehicle tire sales, retread sales and other tire related sales. Sales of tires in this category are not included in reported tire unit information. Retail services and service related sales consist of automotive services performed for customers through our Company-owned retail channels, and includes service related products. Chemical sales relate to the sale of synthetic rubber and other chemicals to third-parties, and excludes intercompany sales. Other sales include items such as franchise fees and ancillary tire parts, such as tire rims, tire valves and valve stems.
Sales are recognized when obligations under the terms of a contract are satisfied and control is transferred. This generally occurs with shipment or delivery, depending on the terms of the underlying contract, or when services have been rendered. Sales are measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. The amount of consideration we receive and sales we recognize can vary due to changes in sales incentives, rebates, rights of return or other items we offer our customers, for which we estimate the expected amounts based on an analysis of historical experience, or as the most likely amount in a range of possible outcomes. Payment terms with customers vary by region and customer, but are generally 30-90 days or at the point of sale for our consumer retail locations. Net sales exclude sales, value added and other taxes. Costs to obtain contracts are generally expensed as incurred due to the short term nature of individual contracts. Incidental items that are immaterial in the context of the contract are recognized as expense as incurred. We have elected to recognize the costs incurred for transportation of products to customers as a component of CGS.
When we receive consideration from a customer prior to transferring goods or services under the terms of a sales contract, we record deferred revenue, which represents a contract liability. Deferred revenue included in Other Current Liabilities and Other Long Term Liabilities in the Consolidated Balance Sheet totaled $57 million and $45 million, respectively, at June 30, 2018. We recognize deferred revenue after we have transferred control of the goods or services to the customer and all revenue recognition criteria are met.
The following table presents the balance of deferred revenue related to contracts with customers, and changes during the six months ended June 30, 2018:
(In millions)
 
Balance at December 31, 2017
$
121

Revenue deferred during period
55

Revenue recognized during period
(74
)
Impact of foreign currency translation

Balance at June 30, 2018
$
102


- 8-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 3. COSTS ASSOCIATED WITH RATIONALIZATION PROGRAMS
In order to maintain our global competitiveness, we have implemented rationalization actions over the past several years to reduce high-cost and excess manufacturing capacity and associate headcount.
The following table shows the roll-forward of our liability between periods:
 
 
 
Other Exit and
 
 
 
Associate-
 
Non-cancelable
 
 
(In millions)
Related Costs
 
Lease Costs
 
Total
Balance at December 31, 2017
$
210

 
$
3

 
$
213

2018 Charges
36

 
11

 
47

Incurred, including net Foreign Currency Translation of $1 million and $0 million, respectively
(120
)
 
(12
)
 
(132
)
Reversed to the Statements of Operations
(12
)
 

 
(12
)
Balance at June 30, 2018
$
114

 
$
2

 
$
116

The accrual balance of $116 million at June 30, 2018 is expected to be substantially utilized in the next 12 months and includes $44 million related to global plans to reduce SAG headcount as well as a separate SAG headcount reduction plan in Europe, Middle East and Africa ("EMEA"), $40 million related to plans to reduce manufacturing headcount in EMEA, $11 million related to plans to improve operating efficiency in EMEA, and $8 million related to the closure of our tire manufacturing facility in Philippsburg, Germany.
The following table shows net rationalization charges included in Income before Income Taxes:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(In millions)
2018
 
2017
 
2018
 
2017
Current Year Plans
 
 
 
 
 
 
 
Associate Severance and Other Related Costs
$
1

 
$
2

 
$
32

 
$
25

Other Exit and Non-Cancelable Lease Costs

 
1

 

 
1

    Current Year Plans - Net Charges
$
1

 
$
3

 
$
32

 
$
26

 
 
 
 
 
 
 
 
Prior Year Plans
 
 
 
 
 
 
 
Associate Severance and Other Related Costs
$
(6
)
 
$
17

 
$
(8
)
 
$
17

Other Exit and Non-Cancelable Lease Costs
3

 
7

 
11

 
13

    Prior Year Plans - Net Charges
(3
)
 
24

 
3

 
30

        Total Net Charges
$
(2
)
 
$
27

 
$
35

 
$
56

 
 
 
 
 
 
 
 
Asset Write-off and Accelerated Depreciation Charges
$
1

 
$
21

 
$
2

 
$
29

Substantially all of the new charges for the three and six months ended June 30, 2018 and 2017 related to future cash outflows. Net current year plan charges for the three and six months ended June 30, 2018 include charges of $1 million and $26 million, respectively, related to a global plan to reduce SAG headcount. Net current year plan charges for the six months ended June 30, 2018 also included charges of $6 million related to a plan to improve operating efficiency in EMEA. Net current year plan charges for the three and six months ended June 30, 2017 include charges of $2 million and $19 million, respectively, related to SAG headcount reductions in EMEA and $1 million and $7 million, respectively, related to a plan to improve operating efficiency in EMEA.
Net prior year plan charges for the three and six months ended June 30, 2018 include charges of $2 million and $9 million, respectively, related to the closure of our tire manufacturing facility in Philippsburg, Germany. Net prior year plan charges for the three and six months ended June 30, 2018 also included reversals of $7 million and $12 million, respectively, for actions no longer needed for their originally intended purposes. Net prior year plan charges for the three and six months ended June 30, 2017 include $18 million and $20 million, respectively, related to the closure of our tire manufacturing facility in Philippsburg, Germany, and charges of $2 million and $5 million, respectively, related to the closure of our Wolverhampton, U.K. mixing and retreading facility and the plan to transfer consumer tire production from our manufacturing facility in Wittlich, Germany to other manufacturing facilities in EMEA.

- 9-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Ongoing rationalization plans had approximately $730 million in charges incurred prior to 2018 and approximately $16 million is expected to be incurred in future periods.
Approximately 300 associates will be released under new plans initiated in 2018, of which approximately 100 were released through June 30, 2018. In the first six months of 2018, approximately 300 associates were released under plans initiated in prior years, including those related to the closure of our tire manufacturing facility in Philippsburg, Germany. Approximately 600 associates remain to be released under all ongoing rationalization plans.
Approximately 850 former associates of the closed Amiens, France manufacturing facility have asserted wrongful termination or other claims against us. Refer to Note to the Consolidated Financial Statements No. 12, Commitments and Contingent Liabilities, in this Form 10-Q.
Asset write-off and accelerated depreciation charges for the three and six months ended June 30, 2018 and 2017 primarily related to the closure of our tire manufacturing facility in Philippsburg, Germany and were recorded in CGS.
NOTE 4. OTHER (INCOME) EXPENSE
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(In millions)
2018
 
2017
 
2018
 
2017
Non-service related pension and other postretirement benefits cost
$
25

 
$
11

 
$
59

 
$
19

Financing fees and financial instruments
9

 
32

 
18

 
40

Royalty income
(5
)
 
(11
)
 
(10
)
 
(16
)
Interest income
(2
)
 
(3
)
 
(6
)
 
(7
)
Net foreign currency exchange (gains) losses
2

 
(2
)
 
(5
)
 
(3
)
General and product liability expense (income) - discontinued products
(3
)
 
1

 
(2
)
 
3

Net (gains) losses on asset sales
(2
)
 
(12
)
 

 
(13
)
Miscellaneous expense
21

 

 
28

 
1

 
$
45

 
$
16

 
$
82

 
$
24

Non-service related pension and other postretirement benefits cost consists primarily of the interest cost, expected return on plan assets and amortization components of net periodic cost, as well as curtailments and settlements which are not related to rationalization plans. Non-service related pension and other postretirement benefits cost for the six months ended June 30, 2018 includes expense of $9 million related to the adoption of the new accounting standards update which no longer allows non-service related pension and other postretirement benefits cost to be capitalized in inventory. For further information, refer to Note to the Consolidated Financial Statements No. 10, Pension, Savings and Other Postretirement Benefit Plans, in this Form 10-Q.
Financing fees and financial instruments consist of commitment fees and charges incurred in connection with financing transactions. Financing fees and financial instruments for the three and six months ended June 30, 2017 include a redemption premium of $25 million related to the redemption of our $700 million 7% senior notes due 2022 in May 2017.
Net (gains) losses on asset sales for the three and six months ended June 30, 2017 include a gain of $6 million related to the sale of a former wire plant site in Luxembourg.
Miscellaneous expense for the three and six months ended June 30, 2018 includes transaction costs of $10 million and $14 million, respectively, related to our announced TireHub, LLC ("TireHub") joint venture and continuing repair expenses of $8 million and $11 million, respectively, incurred by the Company as a direct result of hurricanes Harvey and Irma during the third quarter of 2017.
Other (Income) Expense also includes royalty income which is derived primarily from licensing arrangements related to divested businesses as well as other licensing arrangements, interest income, which primarily consists of amounts earned on cash deposits, net foreign currency exchange (gains) and losses, and general and product liability expense (income) - discontinued products, which consists of charges for claims against us related primarily to asbestos personal injury claims, net of probable insurance recoveries.

- 10-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 5. INCOME TAXES
For the second quarter of 2018, we recorded tax expense of $19 million on income before income taxes of $183 million. For the first six months of 2018, we recorded tax expense of $52 million on income before income taxes of $296 million. Income tax expense for the three and six months ended June 30, 2018 includes discrete benefits of $28 million and $21 million, respectively. The net discrete tax benefit includes a second quarter benefit of $25 million from recording foreign tax credits on dividends, primarily from subsidiaries in Japan and Singapore, to the United States, and a first quarter charge of $7 million and a second quarter benefit of $4 million to adjust our provisional tax obligation for the one-time transition tax imposed by the Tax Cuts and Jobs Act (the "Tax Act") that was enacted on December 22, 2017 in the United States.
The one-time transition tax is a tax on certain previously untaxed accumulated earnings and profits of our foreign subsidiaries. We were able to reasonably estimate the one-time transition tax and record an initial provisional tax obligation of $77 million at December 31, 2017. During the first quarter of 2018, the one-time transition tax obligation increased by $7 million as a result of guidance that required the tax to be calculated using year-end exchange rates as opposed to average exchange rates. During the second quarter of 2018, the obligation decreased by $4 million as a result of guidance that clarified that certain accrued income taxes can reduce the amount subject to the one-time transition tax. Accordingly, as of June 30, 2018, we have now recorded a provisional transition tax obligation totaling $80 million. At December 31, 2017, we established a provisional reserve of $19 million related to foreign withholding taxes that we would incur should we repatriate certain earnings. During the three months ending June 30, 2018, our reserve decreased to $8 million to reflect payments of withholding tax on dividends from foreign subsidiaries. We continue to consider new guidance related to these provisional amounts and are in the process of gathering and analyzing additional information with respect to our 2017 earnings and profits to more precisely compute the amount of the one-time transition tax.
In the second quarter of 2017, we recorded tax expense of $36 million on income before income taxes of $190 million. For the first six months of 2017, we recorded tax expense of $106 million on income before income taxes of $429 million. Income tax expense for the three and six months ended June 30, 2017 was favorably impacted by $9 million and $11 million, respectively, of various discrete tax adjustments.
We record taxes based on overall estimated annual effective tax rates. The difference between our effective tax rate for the three and six months ended June 30, 2018 and the U.S. statutory rate of 21% primarily relates to the discrete items noted above and a benefit from our foreign derived intangible income deduction provided for in the Tax Act, partially offset by an overall higher effective tax rate in the foreign jurisdictions in which we operate. The difference between our effective tax rate for the three and six months ended June 30, 2017 and the then applicable U.S. statutory rate of 35% was primarily attributable to the discrete items noted above and an overall lower effective tax rate in the foreign jurisdictions in which we operate.
The Tax Act subjects a U.S. parent to the base erosion minimum tax ("BEAT") and a current tax on its global intangible low-taxed income ("GILTI"). We have elected to recognize the resulting tax on GILTI as a period expense in the period the tax is incurred. We estimate that the impact from the BEAT and GILTI taxes will not be material to our income tax provision.
Our losses in various foreign taxing jurisdictions in recent periods represented sufficient negative evidence to require us to maintain a full valuation allowance against certain of our net deferred tax assets. Each reporting period we assess available positive and negative evidence and estimate if sufficient future taxable income will be generated to utilize these existing deferred tax assets. If recent positive evidence provided by the profitability in our Brazilian subsidiary continues, it will provide us the opportunity to apply greater significance to our forecasts in assessing the need for a valuation allowance. We believe it is reasonably possible that sufficient positive evidence required to release all, or a portion, of its valuation allowance will exist within the next twelve months. This may result in a reduction of the valuation allowance and a one-time tax benefit of up to $20 million.
Based on positive evidence and future sources of income in the U.S., it is more likely than not that our foreign tax credits of approximately $750 million as of December 31, 2017, will be fully utilized.
We are open to examination in the United States for 2017 and in Germany from 2013 onward. Generally, for our remaining tax jurisdictions, years from 2012 onward are still open to examination.

- 11-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 6. EARNINGS PER SHARE
Basic earnings per share are computed based on the weighted average number of common shares outstanding. Diluted earnings per share are calculated to reflect the potential dilution that could occur if securities or other contracts were exercised or converted into common stock.
Basic and diluted earnings per common share are calculated as follows:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(In millions, except per share amounts)
2018
 
2017
 
2018
 
2017
Earnings per share — basic:
 
 
 
 
 
 
 
Goodyear net income
$
157

 
$
147

 
$
232

 
$
313

Weighted average shares outstanding
239

 
252

 
240

 
252

Earnings per common share — basic
$
0.66

 
$
0.58

 
$
0.97

 
$
1.24

 
 
 
 
 
 
 
 
Earnings per share — diluted:
 
 
 
 
 
 
 
Goodyear net income
$
157

 
$
147

 
$
232

 
$
313

Weighted average shares outstanding
239

 
252

 
240

 
252

Dilutive effect of stock options and other dilutive securities
2

 
4

 
2

 
4

Weighted average shares outstanding — diluted
241

 
256

 
242

 
256

Earnings per common share — diluted
$
0.65

 
$
0.58

 
$
0.96

 
$
1.23

Weighted average shares outstanding - diluted for the three and six months ended June 30, 2018 exclude approximately 2 million and 1 million equivalent shares, respectively, related to options with exercise prices greater than the average market price of our common shares (i.e., "underwater" options). There were approximately 1 million equivalent shares related to options with exercise prices greater than the average market price of our common shares for the three and six months ended June 30, 2017.

- 12-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 7. BUSINESS SEGMENTS
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(In millions)
2018
 
2017
 
2018
 
2017
Sales:
 
 
 
 
 
 
 
Americas
$
2,018

 
$
2,029

 
$
3,947

 
$
3,987

Europe, Middle East and Africa
1,260

 
1,114

 
2,590

 
2,353

Asia Pacific
563

 
543

 
1,134

 
1,045

Net Sales
$
3,841

 
$
3,686

 
$
7,671

 
$
7,385

Segment Operating Income:
 
 
 
 
 
 
 
Americas
$
154

 
$
218

 
$
281

 
$
434

Europe, Middle East and Africa
100

 
80

 
178

 
181

Asia Pacific
70

 
71

 
146

 
144

Total Segment Operating Income
$
324

 
$
369

 
$
605

 
$
759

Less:
 
 
 
 
 
 
 
Rationalizations
$
(2
)
 
$
27

 
$
35

 
$
56

Interest expense
78

 
89

 
154

 
176

Other (income) expense (Note 4)
45

 
16

 
82

 
24

Asset write-offs and accelerated depreciation
1

 
21

 
2

 
29

Corporate incentive compensation plans
3

 
12

 
7

 
27

Intercompany profit elimination
(1
)
 
(2
)
 
(4
)
 
(5
)
Retained expenses of divested operations
2

 
3

 
5

 
6

Other
15

 
13

 
28

 
17

Income before Income Taxes
$
183

 
$
190

 
$
296

 
$
429



- 13-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Rationalizations, as described in Note to the Consolidated Financial Statements No. 3, Costs Associated with Rationalization Programs, Net (gains) losses on asset sales and Asset write-offs and accelerated depreciation were not charged (credited) to the SBUs for performance evaluation purposes but were attributable to the SBUs as follows:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(In millions)
2018
 
2017
 
2018
 
2017
Rationalizations:
 
 
 
 
 
 
 
Americas
$

 
$
1

 
$
3

 
$
2

Europe, Middle East and Africa
(1
)
 
26

 
26

 
53

Asia Pacific

 

 
3

 
1

Total Segment Rationalizations
$
(1
)
 
$
27

 
$
32

 
$
56

Corporate
(1
)
 

 
3

 

Total Rationalizations
$
(2
)
 
$
27


$
35


$
56

 
 
 
 
 
 
 
 
Net (Gains) Losses on Asset Sales:
 
 
 
 

 
 
Americas
$
(2
)
 
$
(2
)
 
$
(2
)
 
$
(3
)
Europe, Middle East and Africa

 
(10
)
 
2

 
(10
)
Total Net (Gains) Losses on Asset Sales
$
(2
)
 
$
(12
)
 
$

 
$
(13
)
Asset Write-offs and Accelerated Depreciation:
 
 
 
 
 
 
 
Europe, Middle East and Africa
$
1

 
$
21

 
$
2

 
$
29

Total Asset Write-offs and Accelerated Depreciation
$
1

 
$
21

 
$
2

 
$
29

NOTE 8. FINANCING ARRANGEMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS
At June 30, 2018, we had total credit arrangements of $8,632 million, of which $2,248 million were unused. At that date, 40% of our debt was at variable interest rates averaging 4.08%.
Notes Payable and Overdrafts, Long Term Debt and Capital Leases Due Within One Year and Short Term Financing Arrangements
At June 30, 2018, we had short term committed and uncommitted credit arrangements totaling $588 million, of which $253 million were unused. These arrangements are available primarily to certain of our foreign subsidiaries through various banks at quoted market interest rates.

- 14-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The following table presents amounts due within one year:
 
June 30,
 
December 31,
(In millions)
2018
 
2017
Notes payable and overdrafts
$
335

 
$
262

Weighted average interest rate
4.17
%
 
5.00
%
 
 
 
 
  Chinese credit facilities
$
57

 
$
113

Other foreign and domestic debt (including capital leases)
229

 
278

Long term debt and capital leases due within one year
$
286

 
$
391

Weighted average interest rate
4.89
%
 
6.86
%
Total obligations due within one year
$
621

 
$
653

Long Term Debt and Capital Leases and Financing Arrangements
At June 30, 2018, we had long term credit arrangements totaling $8,044 million, of which $1,995 million were unused.
The following table presents long term debt and capital leases, net of unamortized discounts, and interest rates:
 
June 30, 2018
 
December 31, 2017
 
 
 
Interest
 
 
 
Interest
(In millions)
Amount
 
Rate
 
Amount
 
Rate
Notes:
 
 
 
 
 
 
 
8.75% due 2020
$
277

 
 
 
$
275

 
 
5.125% due 2023
1,000

 
 
 
1,000

 
 
3.75% Euro Notes due 2023
291

 
 
 
300

 
 
5% due 2026
900

 
 
 
900

 
 
4.875% due 2027
700

 
 
 
700

 
 
7% due 2028
150

 
 
 
150

 
 
Credit Facilities:
 
 
 
 
 
 
 
$2.0 billion first lien revolving credit facility due 2021
340

 
3.26
%
 

 

Second lien term loan facility due 2025
400

 
4.05
%
 
400

 
3.50
%
€550 million revolving credit facility due 2020
310

 
3.79
%
 

 

Pan-European accounts receivable facility
177

 
0.94
%
 
224

 
0.90
%
Mexican credit facilities
340

 
3.83
%
 
340

 
3.14
%
Chinese credit facilities
173

 
4.99
%
 
212

 
4.87
%
Other foreign and domestic debt(1)
954

 
5.43
%
 
967

 
6.02
%
 
6,012

 
 
 
5,468

 
 
Unamortized deferred financing fees
(39
)
 
 
 
(41
)
 
 
 
5,973

 
 
 
5,427

 
 
Capital lease obligations
39

 
 
 
40

 
 
 
6,012

 
 
 
5,467

 
 
Less portion due within one year
(286
)
 
 
 
(391
)
 
 
 
$
5,726

 
 
 
$
5,076

 
 
(1)
Interest rates are weighted average interest rates related to various foreign credit facilities with customary terms and conditions and domestic debt related to our Global and Americas Headquarters.

- 15-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTES
At June 30, 2018, we had $3,318 million of outstanding notes, compared to $3,325 million at December 31, 2017.
CREDIT FACILITIES
$2.0 billion Amended and Restated First Lien Revolving Credit Facility due 2021
Our amended and restated first lien revolving credit facility is available in the form of loans or letters of credit, with letter of credit availability limited to $800 million. Subject to the consent of the lenders whose commitments are to be increased, we may request that the facility be increased by up to $250 million. Our obligations under the facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries. Our obligations under the facility and our subsidiaries' obligations under the related guarantees are secured by first priority security interests in a variety of collateral. Based on our current liquidity, amounts drawn under this facility bear interest at LIBOR plus 125 basis points, and undrawn amounts under the facility will be subject to an annual commitment fee of 30 basis points.
Availability under the facility is subject to a borrowing base, which is based primarily on (i) eligible accounts receivable and inventory of The Goodyear Tire & Rubber Company and certain of its U.S. and Canadian subsidiaries, (ii) the value of our principal trademarks, and (iii) certain cash in an amount not to exceed $200 million. To the extent that our eligible accounts receivable and inventory and other components of the borrowing base decline in value, our borrowing base will decrease and the availability under the facility may decrease below $2.0 billion. As of June 30, 2018, our borrowing base, and therefore our availability, under this facility was $361 million below the facility's stated amount of $2.0 billion.
The facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition since December 31, 2015. The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.
At June 30, 2018, we had $340 million of borrowings and $37 million of letters of credit issued under the revolving credit facility. At December 31, 2017, we had no borrowings and $37 million of letters of credit issued under the revolving credit facility.
$400 million Amended and Restated Second Lien Term Loan Facility due 2025
In March 2018, we amended and restated our second lien term loan facility. As a result of the amendment, the term loan, which previously matured on April 30, 2019, now matures on March 7, 2025. The term loan bears interest, at our option, at (i) 200 basis points over LIBOR or (ii) 100 basis points over an alternative base rate (the higher of (a) the prime rate, (b) the federal funds effective rate or the overnight bank funding rate plus 50 basis points or (c) LIBOR plus 100 basis points). After March 7, 2018 and prior to September 3, 2018, (i) loans under the facility may not be prepaid or repaid with the proceeds of term loan indebtedness, or converted into or replaced by new term loans, bearing interest at an effective interest rate that is less than the effective interest rate then applicable to such loans and (ii) no amendment of the facility may be made that, directly or indirectly, reduces the effective interest rate applicable to the loans under the facility, in each case unless we pay a fee equal to 1.0% of the principal amount of the loans so affected. In addition, if the Total Leverage Ratio is equal to or less than 1.25 to 1.00, we have the option to further reduce the spreads described above by 25 basis points. "Total Leverage Ratio" has the meaning given it in the facility.
Our obligations under our second lien term loan facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries and are secured by second priority security interests in the same collateral securing the $2.0 billion first lien revolving credit facility.
At June 30, 2018 and December 31, 2017, the amounts outstanding under this facility were $400 million.
€550 million Amended and Restated Senior Secured European Revolving Credit Facility due 2020
Our amended and restated €550 million European revolving credit facility consists of (i) a €125 million German tranche that is available only to Goodyear Dunlop Tires Germany GmbH (“GDTG”) and (ii) a €425 million all-borrower tranche that is available to Goodyear Dunlop Tires Europe B.V. ("GDTE"), GDTG and Goodyear Dunlop Tires Operations S.A. Up to €150 million of swingline loans and €50 million in letters of credit are available for issuance under the all-borrower tranche. Amounts drawn under this facility will bear interest at LIBOR plus 175 basis points for loans denominated in U.S. dollars or pounds sterling and EURIBOR plus 175 basis points for loans denominated in euros, and undrawn amounts under the facility will be subject to an annual commitment fee of 30 basis points.

- 16-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

GDTE and certain of its subsidiaries in the United Kingdom, Luxembourg, France and Germany provide guarantees to support the facility. The German guarantors secure the German tranche on a first-lien basis and the all-borrower tranche on a second-lien basis. GDTE and its other subsidiaries that provide guarantees secure the all-borrower tranche on a first-lien basis and generally do not provide collateral support for the German tranche. The Company and its U.S. and Canadian subsidiaries that guarantee our U.S. senior secured credit facilities described above also provide unsecured guarantees in support of the facility.
The facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition since December 31, 2014. The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.
At June 30, 2018, there were $140 million (€120 million) of borrowings outstanding under the German tranche, $170 million (€146 million) of borrowings outstanding under the all-borrower tranche and no letters of credit outstanding under the European revolving credit facility. At December 31, 2017, there were no borrowings and no letters of credit outstanding under the European revolving credit facility.
Accounts Receivable Securitization Facilities (On-Balance Sheet)
GDTE and certain other of our European subsidiaries are parties to a pan-European accounts receivable securitization facility that expires in 2019. The terms of the facility provide the flexibility to designate annually the maximum amount of funding available under the facility in an amount of not less than €30 million and not more than €450 million. For the period from October 16, 2017 to October 15, 2018, the designated maximum amount of the facility was reduced to €275 million.
The facility involves an ongoing daily sale of substantially all of the trade accounts receivable of certain GDTE subsidiaries to a bankruptcy-remote French company controlled by one of the liquidity banks in the facility. These subsidiaries retain servicing responsibilities. Utilization under this facility is based on eligible receivable balances.
The funding commitments under the facility will expire upon the earliest to occur of: (a) September 25, 2019, (b) the non-renewal and expiration (without substitution) of all of the back-up liquidity commitments, (c) the early termination of the facility according to its terms (generally upon an Early Amortisation Event (as defined in the facility), which includes, among other things, events similar to the events of default under our senior secured credit facilities; certain tax law changes; or certain changes to law, regulation or accounting standards), or (d) our request for early termination of the facility. The facility’s current back-up liquidity commitments will expire on October 15, 2018.
At June 30, 2018, the amounts available and utilized under this program totaled $177 million (€152 million). At December 31, 2017, the amounts available and utilized under this program totaled $224 million (€187 million). The program does not qualify for sale accounting, and accordingly, these amounts are included in Long Term Debt and Capital Leases.
For a description of the collateral securing the credit facilities described above as well as the covenants applicable to them, refer to Note to the Consolidated Financial Statements No. 15, Financing Arrangements and Derivative Financial Instruments, in our 2017 Form 10-K.
Accounts Receivable Factoring Facilities (Off-Balance Sheet)
We have sold certain of our trade receivables under off-balance sheet programs. For these programs, we have concluded that there is generally no risk of loss to us from non-payment of the sold receivables. At June 30, 2018, the gross amount of receivables sold was $513 million, compared to $572 million at December 31, 2017.
Other Foreign Credit Facilities
A Mexican subsidiary and a U.S. subsidiary have several financing arrangements in Mexico. At June 30, 2018 and December 31, 2017, the amounts available and utilized under these facilities were $340 million. The facilities ultimately mature in 2020. The facilities contain covenants relating to the Mexican and U.S. subsidiary and have customary representations and warranties and defaults relating to the Mexican and U.S. subsidiary’s ability to perform its respective obligations under the applicable facilities.
A Chinese subsidiary has several financing arrangements in China. At June 30, 2018, these non-revolving credit facilities had total unused availability of $123 million and can only be used to finance the expansion of our manufacturing facility in China. At June 30, 2018 and December 31, 2017, the amounts outstanding under these facilities were $173 million and $212 million, respectively. The facilities ultimately mature in 2025 and principal amortization began in 2015. The facilities contain covenants relating to the Chinese subsidiary and have customary representations and warranties and defaults relating to the Chinese subsidiary’s ability to perform its obligations under the facilities. At June 30, 2018 and December 31, 2017, restricted cash related to funds obtained under these credit facilities was $9 million and $7 million, respectively.

- 17-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

DERIVATIVE FINANCIAL INSTRUMENTS
We utilize derivative financial instrument contracts and nonderivative instruments to manage interest rate, foreign exchange and commodity price risks. We have established a control environment that includes policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. We do not hold or issue derivative financial instruments for trading purposes.
Foreign Currency Contracts
We enter into foreign currency contracts in order to manage the impact of changes in foreign exchange rates on our consolidated results of operations and future foreign currency-denominated cash flows. These contracts may be used to reduce exposure to currency movements affecting existing foreign currency-denominated assets, liabilities, firm commitments and forecasted transactions resulting primarily from trade purchases and sales, equipment acquisitions, intercompany loans and royalty agreements. Contracts hedging short term trade receivables and payables normally have no hedging designation.
The following table presents the fair values for foreign currency contracts not designated as hedging instruments:
 
June 30,
 
December 31,
(In millions)
2018
 
2017
Fair Values — Current asset (liability):
 
 
 
Accounts receivable
$
26

 
$
3

Other current liabilities
(5
)
 
(9
)
At June 30, 2018 and December 31, 2017, these outstanding foreign currency derivatives had notional amounts of $1,928 million and $1,409 million, respectively, and were primarily related to intercompany loans. Other (Income) Expense included net transaction gains on derivatives of $43 million and $45 million for the three and six months ended June 30, 2018, respectively, and net transaction losses on derivatives of $41 million and $45 million for the three and six months ended June 30, 2017, respectively. These amounts were substantially offset in Other (Income) Expense by the effect of changing exchange rates on the underlying currency exposures.
The following table presents fair values for foreign currency contracts designated as cash flow hedging instruments:
 
June 30,
 
December 31,
(In millions)
2018
 
2017
Fair Values — Current asset (liability):
 
 
 
Accounts receivable
$
5

 
$
1

Other current liabilities
(2
)
 
(8
)
Fair Values — Long term asset (liability):
 
 
 
Other assets
$
2

 
$

Other long term liabilities

 
(2
)
At June 30, 2018 and December 31, 2017, these outstanding foreign currency derivatives had notional amounts of $263 million and $250 million, respectively, and primarily related to U.S. dollar denominated intercompany transactions.
We enter into master netting agreements with counterparties. The amounts eligible for offset under the master netting agreements are not material and we have elected a gross presentation of foreign currency contracts in the Consolidated Balance Sheets.
The following table presents information related to foreign currency contracts designated as cash flow hedging instruments (before tax and minority):
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(In millions) (Income) Expense
2018
 
2017
 
2018
 
2017
Amounts deferred to Accumulated Other Comprehensive Loss ("AOCL")
$
(14
)
 
$
13

 
$
(8
)
 
$
21

Amount of deferred (gain) loss reclassified from AOCL into CGS
3

 
(2
)
 
7

 
(4
)
Amounts excluded from effectiveness testing
(1
)
 

 
(1
)
 
(1
)

- 18-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

There is no estimated net amount of deferred gains at June 30, 2018 that are expected to be reclassified to earnings within the next twelve months.
The counterparties to our foreign currency contracts were considered by us to be substantial and creditworthy financial institutions that are recognized market makers at the time we entered into those contracts. We seek to control our credit exposure to these counterparties by diversifying across multiple counterparties, by setting counterparty credit limits based on long term credit ratings and other indicators of counterparty credit risk such as credit default swap spreads, and by monitoring the financial strength of these counterparties on a regular basis. We also enter into master netting agreements with counterparties when possible. By controlling and monitoring exposure to counterparties in this manner, we believe that we effectively manage the risk of loss due to nonperformance by a counterparty. However, the inability of a counterparty to fulfill its contractual obligations to us could have a material adverse effect on our liquidity, financial position or results of operations in the period in which it occurs.
NOTE 9. FAIR VALUE MEASUREMENTS
The following table presents information about assets and liabilities recorded at fair value on the Consolidated Balance Sheets at June 30, 2018 and December 31, 2017:
 
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)
2018
 
2017
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments
$
10

 
$
11

 
$
10

 
$
11

 
$

 
$

 
$

 
$

Foreign Exchange Contracts
33

 
4

 

 

 
33

 
4

 

 

Total Assets at Fair Value
$
43

 
$
15

 
$
10

 
$
11

 
$
33

 
$
4

 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign Exchange Contracts
$
7

 
$
19

 
$

 
$

 
$
7

 
$
19

 
$

 
$

Total Liabilities at Fair Value
$
7

 
$
19

 
$

 
$


$
7

 
$
19

 
$

 
$

The following table presents supplemental fair value information about long term fixed rate and variable rate debt, excluding capital leases, at June 30, 2018 and December 31, 2017:
 
June 30,
 
December 31,
(In millions)
2018
 
2017
Fixed Rate Debt(1):
 
 
 
Carrying amount — liability
$
3,604

 
$
3,616

Fair value — liability
3,541

 
3,786

 
 
 
 
Variable Rate Debt(1):
 
 
 
Carrying amount — liability
$
2,369

 
$
1,811

Fair value — liability
2,353

 
1,811

(1)
Excludes Notes Payable and Overdrafts of $335 million and $262 million at June 30, 2018 and December 31, 2017, respectively, of which $184 million and $110 million, respectively, are at fixed rates and $151 million and $152 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.

Long term debt with fair values of $3,618 million and $3,857 million at June 30, 2018 and December 31, 2017, respectively, were estimated using quoted Level 1 market prices.  The carrying value of the remaining long term debt approximates fair value since the terms of the financing arrangements are similar to terms that could be obtained under current lending market conditions.

- 19-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 10. PENSION, SAVINGS AND OTHER POSTRETIREMENT BENEFIT PLANS
We provide employees with defined benefit pension or defined contribution savings plans.
Defined benefit pension cost follows:
 
U.S.
 
U.S.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(In millions)
2018
 
2017
 
2018
 
2017
Service cost
$
1

 
$
1

 
$
2

 
$
2

Interest cost
39

 
41

 
79

 
81

Expected return on plan assets
(54
)
 
(61
)
 
(109
)
 
(121
)
Amortization of net losses
28

 
28

 
56

 
56

Net periodic pension cost
$
14

 
$
9

 
$
28

 
$
18

Net curtailments/settlements/termination benefits
3

 
1

 
3

 
1

Total defined benefit pension cost
$
17

 
$
10

 
$
31

 
$
19

 
Non-U.S.
 
Non-U.S.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(In millions)
2018
 
2017
 
2018
 
2017
Service cost
$
7

 
$
8

 
$
14

 
$
15

Interest cost
17

 
18

 
35

 
35

Expected return on plan assets
(18
)
 
(20
)
 
(36
)
 
(39
)
Amortization of net losses
8

 
8

 
15

 
16

Net periodic pension cost
$
14

 
$
14

 
$
28

 
$
27

 
 
 
 
 
 
 
 
Service cost is recorded in CGS or SAG. Other components of net periodic pension cost are recorded in Other (Income) Expense. Net curtailments and settlements are recorded in Other (Income) Expense or Rationalizations if related to a rationalization plan.
We expect to contribute approximately $25 million to $50 million to our funded non-U.S. pension plans in 2018. For the three and six months ended June 30, 2018, we contributed $8 million and $19 million, respectively, to our non-U.S. plans.
The expense recognized for our contributions to defined contribution savings plans for the three months ended June 30, 2018 and 2017 was $28 million in both periods, and for the six months ended June 30, 2018 and 2017 was $57 million and $58 million, respectively.
We also provide certain U.S. employees and employees at certain non-U.S. subsidiaries with health care benefits or life insurance benefits upon retirement. Other postretirement benefits expense (credit) for the three months ended June 30, 2018 and 2017 was $3 million and $(1) million, respectively, and for the six months ended June 30, 2018 and 2017 was $6 million and $(3) million, respectively.
NOTE 11. STOCK COMPENSATION PLANS
Our Board of Directors granted 0.8 million restricted stock units and 0.2 million performance share units during the six months ended June 30, 2018 under our stock compensation plans.
We measure the fair value of grants of restricted stock units and performance share units based primarily on the closing market price of a share of our common stock on the date of the grant, modified as appropriate to take into account the features of such grants. The weighted average fair value per share was $29.46 for restricted stock units and $29.04 for performance share units granted during the six months ended June 30, 2018.
We recognized stock-based compensation expense of $3 million and $5 million during the three and six months ended June 30, 2018, respectively. At June 30, 2018, unearned compensation cost related to the unvested portion of all stock-based awards was approximately $39 million and is expected to be recognized over the remaining vesting period of the respective grants, through

- 20-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

the second quarter of 2022. We recognized stock-based compensation expense of $6 million and $12 million during the three and six months ended June 30, 2017, respectively.
NOTE 12. COMMITMENTS AND CONTINGENT LIABILITIES
Environmental Matters
We have recorded liabilities totaling $46 million at both June 30, 2018 and December 31, 2017, for anticipated costs related to various environmental matters, primarily the remediation of numerous waste disposal sites and certain properties sold by us. Of these amounts, $11 million and $10 million were included in Other Current Liabilities at June 30, 2018 and December 31, 2017, respectively. The costs include legal and consulting fees, site studies, the design and implementation of remediation plans, post-remediation monitoring and related activities, and will be paid over several years. The amount of our ultimate liability in respect of these matters may be affected by several uncertainties, primarily the ultimate cost of required remediation and the extent to which other responsible parties contribute. We have limited potential insurance coverage for future environmental claims.
Since many of the remediation activities related to environmental matters vary substantially in duration and cost from site to site and the associated costs for each vary depending on the mix of unique site characteristics, in some cases we cannot reasonably estimate a range of possible losses. Although it is not possible to estimate with certainty the outcome of all of our environmental matters, management believes that potential losses in excess of current reserves for environmental matters, individually and in the aggregate, will not have a material adverse effect on our financial position, cash flows or results of operations.
Workers’ Compensation
We have recorded liabilities, on a discounted basis, totaling $237 million and $243 million for anticipated costs related to workers’ compensation at June 30, 2018 and December 31, 2017, respectively. Of these amounts, $46 million and $45 million were included in Current Liabilities as part of Compensation and Benefits at June 30, 2018 and December 31, 2017, respectively. The costs include an estimate of expected settlements on pending claims, defense costs and a provision for claims incurred but not reported. These estimates are based on our assessment of potential liability using an analysis of available information with respect to pending claims, historical experience, and current cost trends. The amount of our ultimate liability in respect of these matters may differ from these estimates. We periodically, and at least annually, update our loss development factors based on actuarial analyses. At June 30, 2018 and December 31, 2017, the liability was discounted using a risk-free rate of return. At June 30, 2018, we estimate that it is reasonably possible that the liability could exceed our recorded amounts by approximately $30 million.
General and Product Liability and Other Litigation
We have recorded liabilities totaling $317 million and $316 million, including related legal fees expected to be incurred, for potential product liability and other tort claims, including asbestos claims, at June 30, 2018 and December 31, 2017, respectively. Of these amounts, $52 million and $55 million was included in Other Current Liabilities at June 30, 2018 and December 31, 2017, respectively. The amounts recorded were estimated based on an assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and, where available, recent and current trends. Based upon that assessment, at June 30, 2018, we do not believe that estimated reasonably possible losses associated with general and product liability claims in excess of the amounts recorded will have a material adverse effect on our financial position, cash flows or results of operations. However, the amount of our ultimate liability in respect of these matters may differ from these estimates.
We have recorded an indemnification asset within Accounts Receivable of $4 million and within Other Assets of $31 million for Sumitomo Rubber Industries, Ltd.'s ("SRI") obligation to indemnify us for certain product liability claims related to products manufactured by a formerly consolidated joint venture entity, subject to certain caps and restrictions.
Asbestos. We are a defendant in numerous lawsuits alleging various asbestos-related personal injuries purported to result from alleged exposure to asbestos in certain products manufactured by us or present in certain of our facilities. Typically, these lawsuits have been brought against multiple defendants in state and federal courts. To date, we have disposed of approximately 140,400 claims by defending, obtaining the dismissal thereof, or entering into a settlement. The sum of our accrued asbestos-related liability and gross payments to date, including legal costs, by us and our insurers totaled approximately $537 million through June 30, 2018 and $529 million through December 31, 2017.

- 21-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

A summary of recent approximate asbestos claims activity follows. Because claims are often filed and disposed of by dismissal or settlement in large numbers, the amount and timing of settlements and the number of open claims during a particular period can fluctuate significantly.
 
Six Months Ended
 
Year Ended
(Dollars in millions)
June 30, 2018
 
December 31, 2017
Pending claims, beginning of period
54,300

 
64,400

New claims filed
900

 
1,900

Claims settled/dismissed
(5,700
)
 
(12,000
)
Pending claims, end of period
49,500

 
54,300

Payments (1)
$
7

 
$
16

(1)
Represents cash payments made during the period by us and our insurers on asbestos litigation defense and claim resolution.
We periodically, and at least annually, review our existing reserves for pending claims, including a reasonable estimate of the liability associated with unasserted asbestos claims, and estimate our receivables from probable insurance recoveries. We recorded gross liabilities for both asserted and unasserted claims, inclusive of defense costs, totaling $168 million and $167 million at June 30, 2018 and December 31, 2017, respectively. In determining the estimate of our asbestos liability, we evaluated claims over the next ten-year period. Due to the difficulties in making these estimates, analysis based on new data and/or a change in circumstances arising in the future may result in an increase in the recorded obligation, and that increase could be significant.
We maintain certain primary and excess insurance coverage under coverage-in-place agreements, and also have additional excess liability insurance with respect to asbestos liabilities. After consultation with our outside legal counsel and giving consideration to agreements with certain of our insurance carriers, the financial viability and legal obligations of our insurance carriers and other relevant factors, we determine an amount we expect is probable of recovery from such carriers. We record a receivable with respect to such policies when we determine that recovery is probable and we can reasonably estimate the amount of a particular recovery.
We recorded a receivable related to asbestos claims of $116 million and $113 million at June 30, 2018 and December 31, 2017, respectively. We expect that approximately 70% of asbestos claim related losses would be recoverable through insurance during the ten-year period covered by the estimated liability. Of these amounts, $15 million was included in Current Assets as part of Accounts Receivable at June 30, 2018 and December 31, 2017, respectively. The recorded receivable consists of an amount we expect to collect under coverage-in-place agreements with certain primary and excess insurance carriers as well as an amount we believe is probable of recovery from certain of our other excess insurance carriers.
We believe that, at December 31, 2017, we had approximately $440 million in excess level policy limits applicable to indemnity and defense costs for asbestos products claims under coverage-in-place agreements.  We also had additional unsettled excess level policy limits potentially applicable to such costs.  We had coverage under certain primary policies for indemnity and defense costs for asbestos products claims under remaining aggregate limits pursuant to a coverage-in-place agreement, as well as coverage for indemnity and defense costs for asbestos premises claims pursuant to coverage-in-place agreements.
With respect to both asserted and unasserted claims, it is reasonably possible that we may incur a material amount of cost in excess of the current reserve; however, such amounts cannot be reasonably estimated. Coverage under insurance policies is subject to varying characteristics of asbestos claims including, but not limited to, the type of claim (premise vs. product exposure), alleged date of first exposure to our products or premises and disease alleged. Recoveries may be limited by insurer insolvencies or financial difficulties. Depending upon the nature of these characteristics or events, as well as the resolution of certain legal issues, some portion of the insurance may not be accessible by us.
Amiens Labor Claims
Approximately 850 former employees of the closed Amiens, France manufacturing facility have asserted wrongful termination or other claims totaling €119 million ($139 million) against Goodyear Dunlop Tires France. We intend to vigorously defend ourselves against these claims, and any additional claims that may be asserted against us, and cannot estimate the amounts, if any, that we may ultimately pay in respect of such claims.
Other Actions
We are currently a party to various claims, indirect tax assessments and legal proceedings in addition to those noted above. If management believes that a loss arising from these matters is probable and can reasonably be estimated, we record the amount of the loss, or the minimum estimated liability when the loss is estimated using a range and no point within the range is more probable

- 22-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

than another. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary. Based on currently available information, management believes that the ultimate outcome of these matters, individually and in the aggregate, will not have a material adverse effect on our financial position or overall trends in results of operations.
Our recorded liabilities and estimates of reasonably possible losses for the contingent liabilities described above are based on our assessment of potential liability using the information available to us at the time and, where applicable, any past experience and recent and current trends with respect to similar matters. Our contingent liabilities are subject to inherent uncertainties, and unfavorable judicial or administrative decisions could occur which we did not anticipate. Such an unfavorable decision could include monetary damages, fines or other penalties or an injunction prohibiting us from taking certain actions or selling certain products. If such an unfavorable decision were to occur, it could result in a material adverse impact on our financial position and results of operations in the period in which the decision occurs, or in future periods.
Income Tax Matters
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We also recognize income tax benefits to the extent that it is more likely than not that our positions will be sustained when challenged by the taxing authorities. We derecognize income tax benefits when based on new information we determine that it is no longer more likely than not that our position will be sustained. To the extent we prevail in matters for which liabilities have been established, or determine we need to derecognize tax benefits recorded in prior periods, our results of operations and effective tax rate in a given period could be materially affected. An unfavorable tax settlement would require use of our cash, and lead to recognition of expense to the extent the settlement amount exceeds recorded liabilities and, in the case of an income tax settlement, result in an increase in our effective tax rate in the period of resolution. A favorable tax settlement would be recognized as a reduction of expense to the extent the settlement amount is lower than recorded liabilities and, in the case of an income tax settlement, would result in a reduction in our effective tax rate in the period of resolution.
While the Company applies consistent transfer pricing policies and practices globally, supports transfer prices through economic studies, seeks advance pricing agreements and joint audits to the extent possible and believes its transfer prices to be appropriate, such transfer prices, and related interpretations of tax laws, are occasionally challenged by various taxing authorities globally. We have received various tax assessments challenging our interpretations of applicable tax laws in various jurisdictions. Although we believe we have complied with applicable tax laws, have strong positions and defenses and have historically been successful in defending such claims, our results of operations could be materially adversely affected in the case we are unsuccessful in the defense of existing or future claims.
Guarantees
We have off-balance sheet financial guarantees and other commitments totaling approximately $78 million and $82 million at June 30, 2018 and December 31, 2017, respectively. We issue guarantees to financial institutions or other entities on behalf of certain of our affiliates, lessors or customers. We generally do not require collateral in connection with the issuance of these guarantees. In 2017, we issued a guarantee of approximately $47 million in connection with an indirect tax assessment in EMEA. As of June 30, 2018, this guarantee amount has been reduced to $44 million. We have concluded our performance under this guarantee is not probable and, therefore, have not recorded a liability for this guarantee. In 2015, as a result of the dissolution of the global alliance with SRI, we issued a guarantee of approximately $46 million to an insurance company related to SRI's obligation to pay certain outstanding workers' compensation claims of a formerly consolidated joint venture entity. As of June 30, 2018, this guarantee amount has been reduced to $33 million. We have concluded the probability of our performance to be remote and, therefore, have not recorded a liability for this guarantee. While there is no fixed duration of this guarantee, we expect the amount of this guarantee to continue to decrease over time as the formerly consolidated joint venture entity pays its outstanding claims. If our performance under these guarantees is triggered by non-payment or another specified event, we would be obligated to make payment to the financial institution or the other entity, and would typically have recourse to the affiliate, lessor, customer, or SRI. Except for the workers' compensation guarantee described above, the guarantees expire at various times through 2020. We are unable to estimate the extent to which our affiliates’, lessors’, customers’, or SRI's assets would be adequate to recover any payments made by us under the related guarantees.

- 23-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 13. CAPITAL STOCK
Dividends
In the first six months of 2018, we paid cash dividends of $67 million on our common stock. On July 14, 2018, the Board of Directors (or a duly authorized committee thereof) declared cash dividends of $0.14 per share of common stock, or approximately $33 million in the aggregate. The dividend will be paid on September 4, 2018 to stockholders of record as of the close of business on August 1, 2018. Future quarterly dividends are subject to Board approval.
Common Stock Repurchases
On September 18, 2013, the Board of Directors approved our common stock repurchase program. From time to time, the Board of Directors has approved increases in the amount authorized to be purchased under that program. On February 2, 2017, the Board of Directors approved a further increase in that authorization to an aggregate of $2.1 billion. This program expires on December 31, 2019. We intend to repurchase shares of common stock in open market transactions in order to offset new shares issued under equity compensation programs and to provide for additional shareholder returns. During the second quarter of 2018, we repurchased 2,976,414 shares at an average price, including commissions, of $25.20 per share, or $75 million in the aggregate. During the first six months of 2018, we repurchased 3,851,092 shares at an average price, including commissions, of $25.97 per share, or $100 million in the aggregate. Since 2013, we repurchased 47,820,749 shares at an average price, including commissions, of $29.56 per share, or $1,413 million in the aggregate.
In addition, we may repurchase shares delivered to us by employees as payment for the exercise price of stock options and the withholding taxes due upon the exercise of the stock options or the vesting or payment of stock awards. During the first six months of 2018, we did not repurchase any shares from employees.

- 24-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 14. CHANGES IN SHAREHOLDERS’ EQUITY
The following tables present the changes in shareholders’ equity for the six months ended June 30, 2018 and 2017:
 
June 30, 2018
 
June 30, 2017
(In millions)
Goodyear
Shareholders’ Equity
 
Minority
Shareholders’
Equity – Nonredeemable
 
Total
Shareholders’ Equity
 
Goodyear
Shareholders’ Equity
 
Minority
Shareholders’
Equity – Nonredeemable
 
Total
Shareholders’ Equity
Balance at beginning of period
$
4,603

 
$
247

 
$
4,850

 
$
4,507

 
$
218

 
$
4,725

Comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
Net income
232

 
12

 
244

 
313

 
10

 
323

Foreign currency translation, net of tax of ($8) in 2018 ($19 in 2017)
(133
)
 
(16
)
 
(149
)
 
121

 
13

 
134

Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $16 in 2018 ($21 in 2017)
53

 

 
53

 
39

 

 
39

(Increase)/Decrease in net actuarial losses, net of tax of $6 in 2018 ($1 in 2017)
19

 

 
19

 
3

 

 
3

Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures, net of tax of $2 in 2018 ($0 in 2017)
4

 

 
4

 

 

 

Deferred derivative gains (losses), net of tax of $2 in 2018 (($7) in 2017)
6

 

 
6

 
(14
)
 

 
(14
)
Reclassification adjustment for amounts recognized in income, net of tax of $2 in 2018 (($1) in 2017)
5

 

 
5

 
(3
)
 

 
(3
)
Other comprehensive income (loss)
(46
)
 
(16
)
 
(62
)
 
146

 
13

 
159

Total comprehensive income (loss)
186

 
(4
)
 
182

 
459

 
23

 
482

Adoption of new accounting standards updates (Note 1)
(1
)
 

 
(1
)
 

 

 

Dividends declared to minority shareholders

 
(7
)
 
(7
)
 

 
(5
)
 
(5
)
Stock-based compensation plans (Note 11)
8

 

 
8

 
12

 

 
12

Repurchase of common stock (Note 13)
(100
)
 

 
(100
)
 
(30
)
 

 
(30
)
Dividends declared (Note 13)
(67
)
 

 
(67
)
 
(50
)
 

 
(50
)
Common stock issued from treasury
3

 

 
3

 
11

 

 
11