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.



	Condensed Consolidating Balance Sheet
	December 31, 2014
(In millions)	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	674	$	89	$	1,398	$	—		$	2,161
Accounts Receivable	833		166		1,127		—			2,126
Accounts Receivable From Affiliates	—		623		—		(623		)	—
Inventories	1,151		148		1,410		(38		)	2,671
Deferred Income Taxes	496		6		66		2			570
Prepaid Expenses and Other Current Assets	39		2		156		(1		)	196
Total Current Assets	3,193		1,034		4,157		(660		)	7,724
Goodwill	—		24		462		115			601
Intangible Assets	114		—		24		—			138
Deferred Income Taxes	1,633		24		96		9			1,762
Other Assets	234		86		411		—			731
Investments in Subsidiaries	4,054		416		—		(4,470		)	—
Property, Plant and Equipment	2,329		132		4,721		(29		)	7,153
Total Assets	$	11,557	$	1,716	$	9,871	$	(5,035	)	$	18,109
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	910	$	191	$	1,777	$	—		$	2,878
Accounts Payable to Affiliates	557		—		66		(623		)	—
Compensation and Benefits	392		31		301		—			724
Other Current Liabilities	350		23		589		(6		)	956
Notes Payable and Overdrafts	—		—		30		—			30
Long Term Debt and Capital Leases Due Within One Year	6		—		142		—			148
Total Current Liabilities	2,215		245		2,905		(629		)	4,736
Long Term Debt and Capital Leases	4,375		—		1,841		—			6,216
Compensation and Benefits	666		127		883		—			1,676
Deferred and Other Noncurrent Income Taxes	3		5		179		(6		)	181
Other Long Term Liabilities	688		30		155		—			873
Total Liabilities	7,947		407		5,963		(635		)	13,682
Commitments and Contingent Liabilities
Minority Shareholders’ Equity	—		—		392		190			582
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Common Stock	269		—		—		—			269
Other Equity	3,341		1,309		3,281		(4,590		)	3,341
Goodyear Shareholders’ Equity	3,610		1,309		3,281		(4,590		)	3,610
Minority Shareholders’ Equity — Nonredeemable	—		—		235		—			235
Total Shareholders’ Equity	3,610		1,309		3,516		(4,590		)	3,845
Total Liabilities and Shareholders’ Equity	$	11,557	$	1,716	$	9,871	$	(5,035	)	$	18,109



	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
Deferred Income Taxes	33		7		98		5			143
Prepaid Expenses and Other Current Assets	35		3		217		(1		)	254
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



	Consolidating Statements of Operations
	Year Ended December 31, 2014
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	7,915		$	2,487		$	12,051		$	(4,315	)	$	18,138
Cost of Goods Sold	6,457			2,237			9,622			(4,410		)	13,906
Selling, Administrative and General Expense	916			166			1,645			(7		)	2,720
Rationalizations	(6		)	—			101			—			95
Interest Expense	332			26			133			(63		)	428
Other (Income) and Expense	(91		)	(11		)	228			176			302
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	307			69			322			(11		)	687
United States and Foreign Tax (Benefit) Expense	(2,026		)	14			174			4			(1,834		)
Equity in Earnings (Loss) of Subsidiaries	119			28			—			(147		)	—
Net Income (Loss)	2,452			83			148			(162		)	2,521
Less: Minority Shareholders’ Net Income	—			—			69			—			69
Goodyear Net Income (Loss)	2,452			83			79			(162		)	2,452
Less: Preferred Stock Dividends	7			—			—			—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	2,445		$	83		$	79		$	(162	)	$	2,445
Comprehensive Income (Loss)	$	2,257		$	89		$	(11	)	$	(58	)	$	2,277
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			46			(26		)	20
Goodyear Comprehensive Income (Loss)	$	2,257		$	89		$	(57	)	$	(32	)	$	2,257



	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 Tax (Benefit) Expense	22			43		88		(15		)	138
Equity in Earnings 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



	Consolidating Statements of Operations
	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 Tax (Benefit) Expense	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	)



	Condensed Consolidating Statement of Cash Flows
	Year Ended December 31, 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	$	(334	)	$	195		$	758		$	(279	)	$	340
Cash Flows from Investing Activities:
Capital Expenditures	(303		)	(19		)	(607		)	6			(923		)
Asset Dispositions	9			2			7			—			18
Decrease (Increase) in Restricted Cash	(1		)	—			6			—			5
Short Term Securities Acquired	—			—			(72		)	—			(72		)
Short Term Securities Redeemed	—			—			95			—			95
Capital Contributions Received and Loans Incurred	(382		)	—			(457		)	839			—
Capital Redemptions and Loans Paid	459			—			244			(703		)	—
Other Transactions	13			—			13			—			26
Total Cash Flows from Investing Activities	(205		)	(17		)	(771		)	142			(851		)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	22			—			60			(36		)	46
Short Term Debt and Overdrafts Paid	(14		)	(22		)	(24		)	36			(24		)
Long Term Debt Incurred	601			—			1,241			—			1,842
Long Term Debt Paid	(608		)	—			(947		)	—			(1,555		)
Common Stock Issued	39			—			—			—			39
Common Stock Repurchased	(234		)	—			—			—			(234		)
Common Stock Dividends Paid	(60		)	—			—			—			(60		)
Preferred Stock Dividends Paid	(15		)	—			—			—			(15		)
Capital Contributions Received and Loans Incurred	457			47			335			(839		)	—
Capital Redemptions and Loans Paid	(244		)	—			(459		)	703			—
Intercompany Dividends Paid	—			(203		)	(70		)	273			—
Transactions with Minority Interests in Subsidiaries	—			—			(49		)	—			(49		)
Debt Related Costs and Other Transactions	—			—			(1		)	—			(1		)
Total Cash Flows from Financing Activities	(56		)	(178		)	86			137			(11		)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	—			(5		)	(308		)	—			(313		)
Net Change in Cash and Cash Equivalents	(595		)	(5		)	(235		)	—			(835		)
Cash and Cash Equivalents at Beginning of the Year	1,269			94			1,633			—			2,996
Cash and Cash Equivalents at End of the Year	$	674		$	89		$	1,398		$	—		$	2,161



	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
Decrease (Increase) 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		)	—
Other Transactions	—			—			9			—			9

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		)
Common Stock Issued	26			—			—			—			26
Common Stock Repurchased	(4		)	—			—			—			(4		)
Common Stock Dividends Paid	(12		)	—			—			—			(12		)
Preferred Stock Dividends Paid	(29		)	—			—			—			(29		)
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
Decrease (Increase) 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			—			2			—			6
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		)
Common Stock Issued	3			—			—			—			3
Preferred Stock Dividends Paid	(29		)	—			—			—			(29		)
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