Consolidating Financial Information

Certain of our subsidiaries have guaranteed our obligations under the $1.0 billion outstanding principal amount of 8.25% senior notes due 2020, the $282 million outstanding principal amount of 8.75% notes due 2020, the $900 million outstanding principal amount of 6.5% senior notes due 2021, and the $700 million outstanding principal amount of 7% senior notes due 2022 (collectively, the “notes”). The following presents the condensed consolidating financial information separately for:


(i)	The Goodyear Tire & Rubber Company (the “Parent Company”), the issuer of the guaranteed obligations;


(ii)	Guarantor subsidiaries, on a combined basis, as specified in the indentures related to Goodyear’s obligations under the notes;


(iii)	Non-guarantor subsidiaries, on a combined basis;


(iv)	Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between 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.

Each guarantor subsidiary is 100% owned by the Parent Company at the date of each balance sheet presented. The notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary. The guarantees of the guarantor subsidiaries are subject to release in limited circumstances only upon the occurrence of certain customary conditions. Each entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements, except for the use by the Parent Company and guarantor subsidiaries of the equity method of accounting to reflect ownership interests in subsidiaries which are eliminated upon consolidation. Changes in intercompany receivables and payables related to operations, such as intercompany sales or service charges, are included in cash flows from operating activities. Intercompany transactions reported as investing or financing activities include the sale of the capital stock of various subsidiaries, loans and other capital transactions between members of the consolidated group.

Certain non-guarantor subsidiaries of the Parent Company are limited in their ability to remit funds to it by means of dividends, advances or loans due to required foreign government and/or currency exchange board approvals or limitations in credit agreements or other debt instruments of those subsidiaries.

In 2013, we revised the presentation of eliminations of certain intercompany transactions solely between Non-Guarantor Subsidiaries within the condensed consolidating balance sheet as of December 31, 2012 and within the consolidating statements of operations for the twelve months ended December 31, 2012 and 2011. The revision did not impact the presentation of amounts in previously issued consolidating financial statements for the Parent Company or Guarantor Subsidiaries columns, nor did it impact amounts previously reported in the Company's Consolidated Statements of Operations or Consolidated Balance Sheets.

Certain eliminations solely between Non-guarantor Subsidiaries that were previously presented within the Consolidating entries and eliminations column are now presented within the Non-guarantor Subsidiaries column. Under the prior presentation, the Non-guarantor Subsidiaries column in the consolidating statement of operations was $8,759 million and $10,637 million higher for both net sales and cost of goods sold and was $150 million and $177 million higher for both interest expense and other (income) expense for the twelve months ended December 31, 2012 and 2011, respectively, and the Non-guarantor Subsidiaries column in the condensed consolidating balance sheet at December 31, 2012 was $4,576 million higher for both investments in subsidiaries and Goodyear shareholders' equity, with corresponding offsetting adjustments presented on the same line items in the Consolidating entries and eliminations column. We do not consider these changes in presentation to be material to any previously issued financial statements as the purpose of this footnote is to provide our noteholders with visibility into the entities that provide guarantees in support of the notes, which are disclosed in the Parent Company and Guarantor Subsidiaries columns and are not affected by the revisions described above.



	Condensed Consolidating Balance Sheet
	December 31, 2013
(In millions)	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	1,269	$	94	$	1,633	$	—		$	2,996
Accounts Receivable	872		203		1,360		—			2,435
Accounts Receivable From Affiliates	—		765		—		(765		)	—
Inventories	1,099		155		1,599		(37		)	2,816
Prepaid Expenses and Other Current Assets	68		10		315		4			397
Total Current Assets	3,308		1,227		4,907		(798		)	8,644
Goodwill	—		24		517		127			668
Intangible Assets	111		—		27		—			138
Deferred Income Taxes	—		24		121		12			157
Other Assets	288		101		211		—			600
Investments in Subsidiaries	4,325		354		—		(4,679		)	—
Property, Plant and Equipment	2,242		140		4,964		(26		)	7,320
Total Assets	$	10,274	$	1,870	$	10,747	$	(5,364	)	$	17,527
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	833	$	210	$	2,054	$	—		$	3,097
Accounts Payable to Affiliates	275		—		490		(765		)	—
Compensation and Benefits	373		33		352		—			758
Other Current Liabilities	347		34		713		(11		)	1,083
Notes Payable and Overdrafts	—		—		14		—			14
Long Term Debt and Capital Leases Due Within One Year	8		—		65		—			73
Total Current Liabilities	1,836		277		3,688		(776		)	5,025
Long Term Debt and Capital Leases	4,377		—		1,785		—			6,162
Compensation and Benefits	1,613		129		931		—			2,673
Deferred and Other Noncurrent Income Taxes	65		11		188		(8		)	256
Other Long Term Liabilities	777		32		157		—			966
Total Liabilities	8,668		449		6,749		(784		)	15,082
Commitments and Contingent Liabilities
Minority Shareholders’ Equity	—		—		361		216			577
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Preferred Stock	500		—		—		—			500
Common Stock	248		317		993		(1,310		)	248
Other Equity	858		1,104		2,382		(3,486		)	858
Goodyear Shareholders’ Equity	1,606		1,421		3,375		(4,796		)	1,606
Minority Shareholders’ Equity — Nonredeemable	—		—		262		—			262
Total Shareholders’ Equity	1,606		1,421		3,637		(4,796		)	1,868
Total Liabilities and Shareholders’ Equity	$	10,274	$	1,870	$	10,747	$	(5,364	)	$	17,527



	Condensed Consolidating Balance Sheet
	December 31, 2012
(In millions)	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	802		$	68	$	1,411	$	—		$	2,281
Accounts Receivable	905			212		1,446		—			2,563
Accounts Receivable From Affiliates	—			668		—		(668		)	—
Inventories	1,263			176		1,893		(82		)	3,250
Prepaid Expenses and Other Current Assets	64			10		321		9			404
Total Current Assets	3,034			1,134		5,071		(741		)	8,498
Goodwill	—			25		516		123			664
Intangible Assets	110			1		29		—			140
Deferred Income Taxes	—			56		130		—			186
Other Assets	240			61		228		—			529
Investments in Subsidiaries	3,986			299		—		(4,285		)	—
Property, Plant and Equipment	2,260			151		4,565		(20		)	6,956
Total Assets	$	9,630		$	1,727	$	10,539	$	(4,923	)	$	16,973
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	779		$	214	$	2,230	$	—		$	3,223
Accounts Payable to Affiliates	485			—		183		(668		)	—
Compensation and Benefits	384			31		304		—			719
Other Current Liabilities	350			32		808		(8		)	1,182
Notes Payable and Overdrafts	—			—		102		—			102
Long Term Debt and Capital Leases Due Within One Year	9			—		87		—			96
Total Current Liabilities	2,007			277		3,714		(676		)	5,322
Long Term Debt and Capital Leases	3,462			—		1,426		—			4,888
Compensation and Benefits	2,941			195		1,204		—			4,340
Deferred and Other Noncurrent Income Taxes	41			6		219		(2		)	264
Other Long Term Liabilities	809			32		159		—			1,000
Total Liabilities	9,260			510		6,722		(678		)	15,814
Commitments and Contingent Liabilities
Minority Shareholders’ Equity	—			—		327		207			534
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Preferred Stock	500			—		—		—			500
Common Stock	245			339		993		(1,332		)	245
Other Equity	(375		)	878		2,242		(3,120		)	(375		)
Goodyear Shareholders’ Equity	370			1,217		3,235		(4,452		)	370
Minority Shareholders’ Equity — Nonredeemable	—			—		255		—			255
Total Shareholders’ Equity	370			1,217		3,490		(4,452		)	625
Total Liabilities and Shareholders’ Equity	$	9,630		$	1,727	$	10,539	$	(4,923	)	$	16,973



	Consolidating Statements of Operations
	Year Ended December 31, 2013
(In millions)	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Net Sales	$	8,324		$	2,690	$	12,721	$	(4,195	)	$	19,540
Cost of Goods Sold	7,001			2,415		10,399		(4,393		)	15,422
Selling, Administrative and General Expense	946			171		1,658		(17		)	2,758
Rationalizations	6			3		49		—			58
Interest Expense	315			29		114		(66		)	392
Other (Income) and Expense	(251		)	5		83		260			97
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	307			67		418		21			813
United States and Foreign Taxes	22			43		88		(15		)	138
Equity in Earnings (Loss) of Subsidiaries	344			5		—		(349		)	—
Net Income (Loss)	629			29		330		(313		)	675
Less: Minority Shareholders’ Net Income	—			—		46		—			46
Goodyear Net Income (Loss)	629			29		284		(313		)	629
Less: Preferred Stock Dividends	29			—		—		—			29
Goodyear Net Income (Loss) available to Common Shareholders	$	600		$	29	$	284	$	(313	)	$	600
Comprehensive Income (Loss)	$	1,242		$	107	$	353	$	(382	)	$	1,320
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—		69		9			78
Goodyear Comprehensive Income (Loss)	$	1,242		$	107	$	284	$	(391	)	$	1,242



	Year Ended December 31, 2012
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	8,898		$	2,883		$	13,665		$	(4,454	)	$	20,992
Cost of Goods Sold	7,792			2,587			11,439			(4,655		)	17,163
Selling, Administrative and General Expense	895			182			1,652			(11		)	2,718
Rationalizations	38			7			130			—			175
Interest Expense	258			26			137			(64		)	357
Other (Income) and Expense	(152		)	(30		)	30			291			139
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	67			111			277			(15		)	440
United States and Foreign Taxes	23			29			152			(1		)	203
Equity in Earnings of Subsidiaries	168			(14		)	—			(154		)	—
Net Income (Loss)	212			68			125			(168		)	237
Less: Minority Shareholders’ Net Income	—			—			25			—			25
Goodyear Net Income (Loss)	$	212		$	68		$	100		$	(168	)	$	212
Less: Preferred Stock Dividends	29			—			—			—			29
Goodyear Net Income (Loss) available to Common Shareholders	$	183		$	68		$	100		$	(168	)	$	183
Comprehensive Income (Loss)	$	(362	)	$	67		$	(144	)	$	57		$	(382	)
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			(24		)	4			(20		)
Goodyear Comprehensive Income (Loss)	$	(362	)	$	67		$	(120	)	$	53		$	(362	)



	Consolidating Statements of Operations
	Year Ended December 31, 2011
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Net Sales	$	9,027		$	2,892		$	15,648	$	(4,800	)	$	22,767
Cost of Goods Sold	8,209			2,574			13,092		(5,054		)	18,821
Selling, Administrative and General Expense	898			185			1,747		(8		)	2,822
Rationalizations	70			3			30		—			103
Interest Expense	247			19			111		(47		)	330
Other (Income) and Expense	(218		)	(21		)	15		297			73
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	(179		)	132			653		12			618
United States and Foreign Taxes	37			(51		)	217		(2		)	201
Equity in Earnings of Subsidiaries	559			29			—		(588		)	—
Net Income (Loss)	343			212			436		(574		)	417
Less: Minority Shareholders’ Net Income	—			—			74		—			74
Goodyear Net Income (Loss)	$	343		$	212		$	362	$	(574	)	$	343
Less: Preferred Stock Dividends	22			—			—		—			22
Goodyear Net Income (Loss) available to Common Shareholders	$	321		$	212		$	362	$	(574	)	$	321
Comprehensive Income (Loss)	$	(378	)	$	148		$	301	$	(412	)	$	(341	)
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			44		(7		)	37
Goodyear Comprehensive Income (Loss)	$	(378	)	$	148		$	257	$	(405	)	$	(378	)



	Condensed Consolidating Statement of Cash Flows
	Year Ended December 31, 2013
(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	$	17		$	16		$	1,009		$	(104	)	$	938
Cash Flows from Investing Activities:
Capital Expenditures	(220		)	(19		)	(940		)	11			(1,168		)
Asset Dispositions	2			—			23			—			25
Government Grants Received	—			—			9			—			9
Decrease in Restricted Cash	—			—			14			—			14
Short Term Securities Acquired	—			—			(105		)	—			(105		)
Short Term Securities Redeemed	—			—			89			—			89
Capital Contributions Received and Loans Incurred	(91		)	(11		)	(170		)	272			—
Capital Redemptions and Loans Paid	214			—			403			(617		)	—
Total Cash Flows from Investing Activities	(95		)	(30		)	(677		)	(334		)	(1,136		)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	14			—			121			(104		)	31
Short Term Debt and Overdrafts Paid	(90		)	(14		)	(120		)	104			(120		)
Long Term Debt Incurred	900			—			1,013			—			1,913
Long Term Debt Paid	(11		)	—			(670		)	—			(681		)
Preferred Stock Dividends Paid	(29		)	—			—			—			(29		)
Common Stock Issued	22			—			—			—			22
Common Stock Dividends Paid	(12		)	—			—			—			(12		)
Capital Contributions Received and Loans Incurred	170			58			44			(272		)	—
Capital Redemptions and Loans Paid	(403		)	—			(214		)	617			—
Intercompany Dividends Paid	—			—			(93		)	93			—
Transactions with Minority Interests in Subsidiaries	—			—			(26		)	—			(26		)
Debt Related Costs and Other Transactions	(16		)	—			—			—			(16		)
Total Cash Flows from Financing Activities	545			44			55			438			1,082
Effect of Exchange Rate Changes on Cash and Cash Equivalents	—			(4		)	(165		)	—			(169		)
Net Change in Cash and Cash Equivalents	467			26			222			—			715
Cash and Cash Equivalents at Beginning of the Year	802			68			1,411			—			2,281
Cash and Cash Equivalents at End of the Year	$	1,269		$	94		$	1,633		$	—		$	2,996



	Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2012
(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	$	335		$	(3	)	$	841		$	(135	)	$	1,038
Cash Flows from Investing Activities:
Capital Expenditures	(231		)	(10		)	(892		)	6			(1,127		)
Asset Dispositions	5			—			11			—			16
Government Grants Received	—			—			2			—			2
Decrease in Restricted Cash	1			—			10			—			11
Short Term Securities Acquired	—			—			(57		)	—			(57		)
Short Term Securities Redeemed	—			—			28			—			28
Capital Contributions Received and Loans Incurred	(191		)	(27		)	(150		)	368			—
Capital Redemptions and Loans Paid	81			—			200			(281		)	—
Other Transactions	4			—			—			—			4

Total Cash Flows from Investing Activities	$	(331	)	$	(37	)	$	(848	)	$	93		$	(1,123	)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	—			—			77			—			77
Short Term Debt and Overdrafts Paid	—			—			(156		)	—			(156		)
Long Term Debt Incurred	800			—			2,731			—			3,531
Long Term Debt Paid	(762		)	—			(2,955		)	—			(3,717		)
Preferred Stock Dividends Paid	(29		)	—			—			—			(29		)
Common Stock Issued	3			—			—			—			3
Capital Contributions Received and Loans Incurred	150			—			218			(368		)	—
Capital Redemptions and Loans Paid	(200		)	—			(81		)	281			—
Intercompany Dividends Paid	—			(6		)	(123		)	129			—
Transactions with Minority Interests in Subsidiaries	(17		)	—			(54		)	—			(71		)
Debt Related Costs and Other Transactions	(63		)	—			(1		)	—			(64		)
Total Cash Flows from Financing Activities	(118		)	(6		)	(344		)	42			(426		)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	—			2			18			—			20
Net Change in Cash and Cash Equivalents	(114		)	(44		)	(333		)	—			(491		)
Cash and Cash Equivalents at Beginning of the Year	916			112			1,744			—			2,772
Cash and Cash Equivalents at End of the Year	$	802		$	68		$	1,411		$	—		$	2,281



	Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2011
(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	$	260		$	104		$	581		$	(172	)	$	773
Cash Flows from Investing Activities:
Capital Expenditures	(210		)	(21		)	(815		)	3			(1,043		)
Asset Dispositions	69			—			7			—			76
Government Grants Received	—			—			95			—			95
Decrease in Restricted Cash	(1		)	—			(24		)	—			(25		)
Short Term Securities Acquired	—			—			(4		)	—			(4		)
Capital Contributions Received and Loans Incurred	(14		)	—			(17		)	31			—
Capital Redemptions and Loans Paid	—			—			38			(38		)	—
Other Transactions	(1		)	—			—			—			(1		)
Total Cash Flows from Investing Activities	(157		)	(21		)	(720		)	(4		)	(902		)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	—			—			179			—			179
Short Term Debt and Overdrafts Paid	—			—			(138		)	—			(138		)
Long Term Debt Incurred	400			—			2,771			—			3,171
Long Term Debt Paid	(750		)	—			(1,900		)	—			(2,650		)
Proceeds From Issuance of Preferred Stock	484			—			—			—			484
Preferred Stock Dividends Paid	(15		)	—			—			—			(15		)
Common Stock Issued	8			—			—			—			8
Capital Contributions Received and Loans Incurred	(101		)	—			132			(31		)	—
Capital Redemptions and Loans Paid	—			—			(38		)	38			—
Intercompany Dividends Paid	—			(7		)	(162		)	169			—
Transactions with Minority Interests in Subsidiaries	(3		)	—			(21		)	—			(24		)
Debt Related Costs and Other Transactions	(2		)	—			(19		)	—			(21		)
Total Cash Flows from Financing Activities	21			(7		)	804			176			994
Effect of Exchange Rate Changes on Cash and Cash Equivalents	—			(2		)	(96		)	—			(98		)
Net Change in Cash and Cash Equivalents	124			74			569			—			767
Cash and Cash Equivalents at Beginning of the Year	792			38			1,175			—			2,005
Cash and Cash Equivalents at End of the Year	$	916		$	112		$	1,744		$	—		$	2,772