Consolidating Financial Information

6 Months Ended

Jun. 30, 2014

Consolidating Financial Information [Abstract]

CONSOLIDATING FINANCIAL INFORMATION

CONSOLIDATING FINANCIAL INFORMATION

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

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

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

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

(iv) Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between the Parent Company, the Guarantor Subsidiaries and the Non-guarantor Subsidiaries, (b) eliminate the investments in our subsidiaries, and (c) record consolidating entries; and

(v) The Goodyear Tire & Rubber Company and Subsidiaries on a consolidated basis.

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

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

	Condensed Consolidating Balance Sheet
	June 30, 2014
(In millions)	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	326	$	77	$	1,234	$	—		$	1,637
Accounts Receivable	856		206		1,779		—			2,841
Accounts Receivable From Affiliates	—		774		—		(774		)	—
Inventories	1,336		171		1,677		(54		)	3,130
Prepaid Expenses and Other Current Assets	86		10		328		6			430
Total Current Assets	2,604		1,238		5,018		(822		)	8,038
Goodwill	—		24		515		124			663
Intangible Assets	110		1		26		—			137
Deferred Income Taxes	—		21		100		10			131
Other Assets	282		103		263		—			648
Investments in Subsidiaries	4,426		403		—		(4,829		)	—
Property, Plant and Equipment	2,236		134		4,982		(27		)	7,325
Total Assets	$	9,658	$	1,924	$	10,904	$	(5,544	)	$	16,942
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	896	$	214	$	1,987	$	—		$	3,097
Accounts Payable to Affiliates	592		—		182		(774		)	—
Compensation and Benefits	356		33		374		—			763
Other Current Liabilities	310		38		736		(4		)	1,080
Notes Payable and Overdrafts	—		—		7		—			7
Long Term Debt and Capital Leases Due Within One Year	7		—		71		—			78
Total Current Liabilities	2,161		285		3,357		(778		)	5,025
Long Term Debt and Capital Leases	4,376		—		2,301		—			6,677
Compensation and Benefits	486		121		762		—			1,369
Deferred and Other Noncurrent Income Taxes	66		9		188		(8		)	255
Other Long Term Liabilities	744		31		159		—			934
Total Liabilities	7,833		446		6,767		(786		)	14,260
Commitments and Contingent Liabilities
Minority Shareholders’ Equity	—		—		399		214			613
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Common Stock	275		—		—		—			275
Other Equity	1,550		1,478		3,494		(4,972		)	1,550
Goodyear Shareholders’ Equity	1,825		1,478		3,494		(4,972		)	1,825
Minority Shareholders’ Equity — Nonredeemable	—		—		244		—			244
Total Shareholders’ Equity	1,825		1,478		3,738		(4,972		)	2,069
Total Liabilities and Shareholders’ Equity	$	9,658	$	1,924	$	10,904	$	(5,544	)	$	16,942

	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	—		733		—		(733		)	—
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		1,195		4,907		(766		)	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		386		—		(4,711		)	—
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		—		458		(733		)	—
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		3,656		(744		)	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		6,717		(752		)	15,082
Commitments and Contingent Liabilities
Minority Shareholders’ Equity	—		—		361		216			577
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Preferred Stock	500		—		—		—			500
Common Stock	248		—		—		—			248
Other Equity	858		1,421		3,407		(4,828		)	858
Goodyear Shareholders’ Equity	1,606		1,421		3,407		(4,828		)	1,606
Minority Shareholders’ Equity — Nonredeemable	—		—		262		—			262
Total Shareholders’ Equity	1,606		1,421		3,669		(4,828		)	1,868
Total Liabilities and Shareholders’ Equity	$	10,274	$	1,870	$	10,747	$	(5,364	)	$	17,527

	Consolidating Statements of Operations
	Six Months Ended June 30, 2014
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Net Sales	$	3,865		$	1,254		$	6,023	$	(2,017	)	$	9,125
Cost of Goods Sold	3,178			1,130			4,792		(2,050		)	7,050
Selling, Administrative and General Expense	451			83			836		(5		)	1,365
Rationalizations	(1		)	—			66		—			65
Interest Expense	166			13			59		(31		)	207
Other (Income) Expense	(46		)	(9		)	138		93			176
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	117			37			132		(24		)	262
United States and Foreign Taxes	9			8			51		—			68
Equity in Earnings of Subsidiaries	54			16			—		(70		)	—
Net Income (Loss)	162			45			81		(94		)	194
Less: Minority Shareholders’ Net Income (Loss)	—			—			32		—			32
Goodyear Net Income (Loss)	162			45			49		(94		)	162
Less: Preferred Stock Dividends	7			—			—		—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	155		$	45		$	49	$	(94	)	$	155
Comprehensive Income (Loss)	$	280		$	62		$	175	$	(186	)	$	331
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			53		(2		)	51
Goodyear Comprehensive Income (Loss)	$	280		$	62		$	122	$	(184	)	$	280

	Consolidating Statements of Operations
	Six Months Ended June 30, 2013
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	4,081		$	1,348		$	6,418		$	(2,100	)	$	9,747
Cost of Goods Sold	3,445			1,208			5,336			(2,203		)	7,786
Selling, Administrative and General Expense	454			84			803			(5		)	1,336
Rationalizations	5			1			14			—			20
Interest Expense	151			15			54			(33		)	187
Other (Income) Expense	(127		)	4			98			137			112
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	153			36			113			4			306
United States and Foreign Taxes	7			34			59			(18		)	82
Equity in Earnings of Subsidiaries	75			(10		)	—			(65		)	—
Net Income (Loss)	221			(8		)	54			(43		)	224
Less: Minority Shareholders’ Net Income (Loss)	—			—			3			—			3
Goodyear Net Income (Loss)	221			(8		)	51			(43		)	221
Less: Preferred Stock Dividends	15			—			—			—			15
Goodyear Net Income (Loss) available to Common Shareholders	$	206		$	(8	)	$	51		$	(43	)	$	206
Comprehensive Income (Loss)	$	350		$	16		$	(53	)	$	24		$	337
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			(10		)	(3		)	(13		)
Goodyear Comprehensive Income (Loss)	$	350		$	16		$	(43	)	$	27		$	350

	Condensed Consolidating Statement of Cash Flows
	Six Months Ended June 30, 2014
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Cash Flows from Operating Activities:
Total Cash Flows from Operating Activities	$	(1,112	)	$	(15	)	$	31		$	(38	)	$	(1,134	)
Cash Flows from Investing Activities:
Capital Expenditures	(148		)	(9		)	(286		)	2			(441		)
Asset Dispositions	2			1			2			—			5
Decrease (Increase) in Restricted Cash	—			—			3			—			3
Short Term Securities Acquired	—			—			(41		)	—			(41		)
Short Term Securities Redeemed	—			—			46			—			46
Capital Contributions and Loans Incurred	(211		)	—			(452		)	663			—
Capital Redemptions and Loans Paid	364			—			209			(573		)	—
Other Transactions	1			—			6			—			7
Total Cash Flows from Investing Activities	8			(8		)	(513		)	92			(421		)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	3			6			18			(9		)	18
Short Term Debt and Overdrafts Paid	(6		)	—			(27		)	9			(24		)
Long Term Debt Incurred	401			—			913			—			1,314
Long Term Debt Paid	(405		)	—			(418		)	—			(823		)
Common Stock Issued	31			—			—			—			31
Common Stock Repurchased	(65		)	—			—			—			(65		)
Common Stock Dividends Paid	(26		)	—			—			—			(26		)
Preferred Stock Dividends Paid	(15		)	—			—			—			(15		)
Capital Contributions and Loans Incurred	452			—			211			(663		)	—
Capital Redemptions and Loans Paid	(209		)	—			(364		)	573			—
Intercompany Dividends Paid	—			—			(36		)	36			—
Transactions with Minority Interests in Subsidiaries	—			—			(34		)	—			(34		)
Total Cash Flows from Financing Activities	161			6			263			(54		)	376
Effect of Exchange Rate Changes on Cash and Cash Equivalents	—			—			(180		)	—			(180		)
Net Change in Cash and Cash Equivalents	(943		)	(17		)	(399		)	—			(1,359		)
Cash and Cash Equivalents at Beginning of the Period	1,269			94			1,633			—			2,996
Cash and Cash Equivalents at End of the Period	$	326		$	77		$	1,234		$	—		$	1,637

	Condensed Consolidating Statement of Cash Flows
	Six Months Ended June 30, 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	$	(439	)	$	(52	)	$	39		$	(10	)	$	(462	)
Cash Flows from Investing Activities:
Capital Expenditures	(128		)	(9		)	(360		)	4			(493		)
Asset Dispositions	2			—			5			—			7
Decrease (Increase) in Restricted Cash	—			—			(8		)	—			(8		)
Short Term Securities Acquired	—			—			(60		)	—			(60		)
Short Term Securities Redeemed	—			—			48			—			48
Capital Contributions and Loans Incurred	(61		)	—			(170		)	231			—
Capital Redemptions and Loans Paid	214			—			203			(417		)	—
Other Transactions	—			—			4			—			4
Total Cash Flows from Investing Activities	27			(9		)	(338		)	(182		)	(502		)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	—			4			96			(71		)	29
Short Term Debt and Overdrafts Paid	(71		)	—			(51		)	71			(51		)
Long Term Debt Incurred	900			—			1,215			—			2,115
Long Term Debt Paid	(7		)	—			(632		)	—			(639		)
Common Stock Issued	5			—			—			—			5
Preferred Stock Dividends Paid	(15		)	—			—			—			(15		)
Capital Contributions and Loans Incurred	170			58			3			(231		)	—
Capital Redemptions and Loans Paid	(203		)	—			(214		)	417			—
Intercompany Dividends Paid	—			—			(6		)	6			—
Transactions with Minority Interests in Subsidiaries	—			—			(8		)	—			(8		)
Debt Related Costs and Other Transactions	(16		)	—			—			—			(16		)
Total Cash Flows from Financing Activities	763			62			403			192			1,420
Effect of Exchange Rate Changes on Cash and Cash Equivalents	—			(4		)	(169		)	—			(173		)
Net Change in Cash and Cash Equivalents	351			(3		)	(65		)	—			283
Cash and Cash Equivalents at Beginning of the Period	802			68			1,411			—			2,281
Cash and Cash Equivalents at End of the Period	$	1,153		$	65		$	1,346		$	—		$	2,564