CONSOLIDATING FINANCIAL INFORMATION | CONSOLIDATING FINANCIAL INFORMATION Certain of our subsidiaries have guaranteed our obligations under the $282 million outstanding principal amount of 8.75% notes due 2020 , the $1.0 billion outstanding principal amount of 5.125% senior notes due 2023 , the $900 million outstanding principal amount of 5% senior notes due 2026 and the $700 million outstanding principal amount of 4.875% senior notes due 2027 (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 capital stock, loans and other capital transactions between members of the consolidated group. During the first quarter of 2017, one of our guarantor subsidiaries merged with the Parent Company. We have changed the prior year consolidating financial statements to conform to the current structure. As a result, Parent Company Total Assets decreased $113 million and Guarantor Subsidiaries Total Assets decreased $358 million , with corresponding offsetting adjustments presented on the same line items in the Consolidating Entries and Eliminations column, as of December 31, 2016. In addition, Parent Company Total Liabilities decreased $113 million , Guarantor Subsidiaries Total Liabilities decreased $46 million and Guarantor Subsidiaries Total Shareholders' Equity decreased $312 million , with corresponding offsetting adjustments presented on the same line items in the Consolidating Entries and Eliminations column, as of December 31, 2016. Furthermore, Net Income increased $4 million and $12 million for Guarantor Subsidiaries, with corresponding offsetting adjustments presented on the same line items in the Consolidating Entries and Eliminations column, for the three and nine month periods ended September 30, 2016, respectively. The change did not impact the Non-Guarantor Subsidiaries presentation in the previously issued consolidating financial statements. 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 September 30, 2017 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Assets: Current Assets: Cash and Cash Equivalents $ 59 $ 36 $ 727 $ — $ 822 Accounts Receivable, net 660 153 1,859 — 2,672 Accounts Receivable From Affiliates — 144 260 (404 ) — Inventories 1,582 52 1,401 (44 ) 2,991 Prepaid Expenses and Other Current Assets 73 2 165 2 242 Total Current Assets 2,374 387 4,412 (446 ) 6,727 Goodwill 24 1 435 127 587 Intangible Assets 117 — 20 — 137 Deferred Income Taxes 1,883 39 434 — 2,356 Other Assets 215 53 443 3 714 Investments in Subsidiaries 4,689 592 — (5,281 ) — Property, Plant and Equipment, net 2,469 403 4,486 (27 ) 7,331 Total Assets $ 11,771 $ 1,475 $ 10,230 $ (5,624 ) $ 17,852 Liabilities: Current Liabilities: Accounts Payable-Trade $ 822 $ 104 $ 1,698 $ — $ 2,624 Accounts Payable to Affiliates 404 — — (404 ) — Compensation and Benefits 306 16 260 — 582 Other Current Liabilities 342 9 711 — 1,062 Notes Payable and Overdrafts 30 — 246 — 276 Long Term Debt and Capital Leases Due Within One Year 4 — 374 — 378 Total Current Liabilities 1,908 129 3,289 (404 ) 4,922 Long Term Debt and Capital Leases 3,974 52 1,711 — 5,737 Compensation and Benefits 620 104 735 — 1,459 Deferred Income Taxes — 1 90 — 91 Other Long Term Liabilities 387 11 124 — 522 Total Liabilities 6,889 297 5,949 (404 ) 12,731 Commitments and Contingent Liabilities Shareholders’ Equity: Goodyear Shareholders’ Equity: Common Stock 246 — — — 246 Other Equity 4,636 1,178 4,042 (5,220 ) 4,636 Goodyear Shareholders’ Equity 4,882 1,178 4,042 (5,220 ) 4,882 Minority Shareholders’ Equity — Nonredeemable — — 239 — 239 Total Shareholders’ Equity 4,882 1,178 4,281 (5,220 ) 5,121 Total Liabilities and Shareholders’ Equity $ 11,771 $ 1,475 $ 10,230 $ (5,624 ) $ 17,852 Condensed Consolidating Balance Sheet December 31, 2016 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Assets: Current Assets: Cash and Cash Equivalents $ 188 $ 55 $ 889 $ — $ 1,132 Accounts Receivable, net 589 106 1,074 — 1,769 Accounts Receivable From Affiliates — 277 270 (547 ) — Inventories 1,443 25 1,178 (19 ) 2,627 Prepaid Expenses and Other Current Assets 57 3 130 — 190 Total Current Assets 2,277 466 3,541 (566 ) 5,718 Goodwill 24 — 391 120 535 Intangible Assets 118 — 18 — 136 Deferred Income Taxes 2,010 31 373 — 2,414 Other Assets 223 53 387 5 668 Investments in Subsidiaries 4,344 541 — (4,885 ) — Property, Plant and Equipment, net 2,481 308 4,279 (28 ) 7,040 Total Assets $ 11,477 $ 1,399 $ 8,989 $ (5,354 ) $ 16,511 Liabilities: Current Liabilities: Accounts Payable-Trade $ 905 $ 142 $ 1,542 $ — $ 2,589 Accounts Payable to Affiliates 547 — — (547 ) — Compensation and Benefits 365 15 204 — 584 Other Current Liabilities 355 — 611 (3 ) 963 Notes Payable and Overdrafts — — 245 — 245 Long Term Debt and Capital Leases Due Within One Year 6 — 430 — 436 Total Current Liabilities 2,178 157 3,032 (550 ) 4,817 Long Term Debt and Capital Leases 3,685 — 1,113 — 4,798 Compensation and Benefits 682 98 680 — 1,460 Deferred Income Taxes — 1 84 — 85 Other Long Term Liabilities 425 12 188 1 626 Total Liabilities 6,970 268 5,097 (549 ) 11,786 Commitments and Contingent Liabilities Shareholders’ Equity: Goodyear Shareholders’ Equity: Common Stock 252 — — — 252 Other Equity 4,255 1,131 3,674 (4,805 ) 4,255 Goodyear Shareholders’ Equity 4,507 1,131 3,674 (4,805 ) 4,507 Minority Shareholders’ Equity — Nonredeemable — — 218 — 218 Total Shareholders’ Equity 4,507 1,131 3,892 (4,805 ) 4,725 Total Liabilities and Shareholders’ Equity $ 11,477 $ 1,399 $ 8,989 $ (5,354 ) $ 16,511 Consolidating Statements of Operations Three Months Ended September 30, 2017 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Net Sales $ 1,790 $ 294 $ 2,448 $ (611 ) $ 3,921 Cost of Goods Sold 1,402 264 2,024 (621 ) 3,069 Selling, Administrative and General Expense 233 10 313 — 556 Rationalizations 20 — 26 — 46 Interest Expense 62 2 34 (14 ) 84 Other (Income) Expense (54 ) (9 ) 4 63 4 Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries 127 27 47 (39 ) 162 United States and Foreign Taxes 9 6 12 3 30 Equity in Earnings of Subsidiaries 11 (3 ) — (8 ) — Net Income (Loss) 129 18 35 (50 ) 132 Less: Minority Shareholders’ Net Income — — 3 — 3 Goodyear Net Income (Loss) $ 129 $ 18 $ 32 $ (50 ) $ 129 Comprehensive Income (Loss) $ 166 $ 16 $ 86 $ (98 ) $ 170 Less: Comprehensive Income (Loss) Attributable to Minority Shareholders — — 4 — 4 Goodyear Comprehensive Income (Loss) $ 166 $ 16 $ 82 $ (98 ) $ 166 Consolidating Statements of Operations Three Months Ended September 30, 2016 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Net Sales $ 1,888 $ 323 $ 2,319 $ (683 ) $ 3,847 Cost of Goods Sold 1,394 298 1,737 (693 ) 2,736 Selling, Administrative and General Expense 268 9 322 — 599 Rationalizations 7 — 128 — 135 Interest Expense 64 2 24 — 90 Other (Income) Expense (24 ) — (7 ) 8 (23 ) Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries 179 14 115 2 310 United States and Foreign Taxes (55 ) 3 41 1 (10 ) Equity in Earnings of Subsidiaries 83 10 — (93 ) — Net Income (Loss) 317 21 74 (92 ) 320 Less: Minority Shareholders’ Net Income — — 3 — 3 Goodyear Net Income (Loss) $ 317 $ 21 $ 71 $ (92 ) $ 317 Comprehensive Income (Loss) $ 322 $ 21 $ 70 $ (88 ) $ 325 Less: Comprehensive Income (Loss) Attributable to Minority Shareholders — — 3 — 3 Goodyear Comprehensive Income (Loss) $ 322 $ 21 $ 67 $ (88 ) $ 322 Consolidating Statements of Operations Nine Months Ended September 30, 2017 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Net Sales $ 5,420 $ 883 $ 7,066 $ (2,063 ) $ 11,306 Cost of Goods Sold 4,244 824 5,662 (2,104 ) 8,626 Selling, Administrative and General Expense 740 29 949 — 1,718 Rationalizations 22 — 80 — 102 Interest Expense 196 6 96 (38 ) 260 Other (Income) Expense (73 ) (8 ) (19 ) 109 9 Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries 291 32 298 (30 ) 591 United States and Foreign Taxes 69 6 61 — 136 Equity in Earnings of Subsidiaries 220 28 — (248 ) — Net Income (Loss) 442 54 237 (278 ) 455 Less: Minority Shareholders’ Net Income — — 13 — 13 Goodyear Net Income (Loss) $ 442 $ 54 $ 224 $ (278 ) $ 442 Comprehensive Income (Loss) $ 625 $ 57 $ 426 $ (456 ) $ 652 Less: Comprehensive Income (Loss) Attributable to Minority Shareholders — — 27 — 27 Goodyear Comprehensive Income (Loss) $ 625 $ 57 $ 399 $ (456 ) $ 625 Consolidating Statements of Operations Nine Months Ended September 30, 2016 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Net Sales $ 5,564 $ 988 $ 6,922 $ (2,057 ) $ 11,417 Cost of Goods Sold 4,131 922 5,311 (2,114 ) 8,250 Selling, Administrative and General Expense 799 30 979 (1 ) 1,807 Rationalizations 12 — 182 — 194 Interest Expense 210 9 77 (11 ) 285 Other (Income) Expense (29 ) 1 (17 ) 48 3 Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries 441 26 390 21 878 United States and Foreign Taxes 50 2 104 5 161 Equity in Earnings of Subsidiaries 312 31 — (343 ) — Net Income (Loss) 703 55 286 (327 ) 717 Less: Minority Shareholders’ Net Income — — 14 — 14 Goodyear Net Income (Loss) $ 703 $ 55 $ 272 $ (327 ) $ 703 Comprehensive Income (Loss) $ 756 $ 35 $ 311 $ (330 ) $ 772 Less: Comprehensive Income (Loss) Attributable to Minority Shareholders — — 16 — 16 Goodyear Comprehensive Income (Loss) $ 756 $ 35 $ 295 $ (330 ) $ 756 Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2017 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Cash Flows from Operating Activities: Total Cash Flows from Operating Activities $ 179 $ — $ (303 ) $ (30 ) $ (154 ) Cash Flows from Investing Activities: Capital Expenditures (247 ) (115 ) (323 ) 2 (683 ) Asset Dispositions 1 — 8 — 9 Short Term Securities Acquired — — (51 ) — (51 ) Short Term Securities Redeemed — — 51 — 51 Capital Contributions and Loans Incurred (75 ) — (41 ) 116 — Capital Redemptions and Loans Paid 21 — 61 (82 ) — Other Transactions — — (1 ) — (1 ) Total Cash Flows from Investing Activities (300 ) (115 ) (296 ) 36 (675 ) Cash Flows from Financing Activities: Short Term Debt and Overdrafts Incurred 175 — 369 — 544 Short Term Debt and Overdrafts Paid (145 ) — (378 ) — (523 ) Long Term Debt Incurred 2,597 52 2,323 — 4,972 Long Term Debt Paid (2,310 ) — (1,883 ) — (4,193 ) Common Stock Issued 12 — — — 12 Common Stock Repurchased (205 ) — — — (205 ) Common Stock Dividends Paid (75 ) — — — (75 ) Capital Contributions and Loans Incurred 41 62 13 (116 ) — Capital Redemptions and Loans Paid (61 ) (21 ) — 82 — Intercompany Dividends Paid — — (28 ) 28 — Transactions with Minority Interests in Subsidiaries — — (6 ) — (6 ) Debt Related Costs and Other Transactions (38 ) — (31 ) — (69 ) Total Cash Flows from Financing Activities (9 ) 93 379 (6 ) 457 Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash — 3 48 — 51 Net Change in Cash, Cash Equivalents and Restricted Cash (130 ) (19 ) (172 ) — (321 ) Cash, Cash Equivalents and Restricted Cash at Beginning of the Period 210 55 924 — 1,189 Cash, Cash Equivalents and Restricted Cash at End of the Period $ 80 $ 36 $ 752 $ — $ 868 Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016 (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 $ 31 $ 26 $ 261 $ (28 ) $ 290 Cash Flows from Investing Activities: Capital Expenditures (271 ) (69 ) (375 ) 4 (711 ) Asset Dispositions 11 — 2 — 13 Short Term Securities Acquired — — (46 ) — (46 ) Short Term Securities Redeemed — — 34 — 34 Capital Contributions and Loans Incurred (165 ) — (248 ) 413 — Capital Redemptions and Loans Paid 48 — 148 (196 ) — Other Transactions — — 2 — 2 Total Cash Flows from Investing Activities (377 ) (69 ) (483 ) 221 (708 ) Cash Flows from Financing Activities: Short Term Debt and Overdrafts Incurred — — 219 — 219 Short Term Debt and Overdrafts Paid — — (99 ) — (99 ) Long Term Debt Incurred 2,339 — 1,790 — 4,129 Long Term Debt Paid (2,034 ) — (1,991 ) — (4,025 ) Common Stock Issued 9 — — — 9 Common Stock Repurchased (200 ) — — — (200 ) Common Stock Dividends Paid (56 ) — — — (56 ) Capital Contributions and Loans Incurred 248 59 106 (413 ) — Capital Redemptions and Loans Paid (148 ) (25 ) (23 ) 196 — Intercompany Dividends Paid — — (24 ) 24 — Transactions with Minority Interests in Subsidiaries — — (9 ) — (9 ) Debt Related Costs and Other Transactions (66 ) — (11 ) — (77 ) Total Cash Flows from Financing Activities 92 34 (42 ) (193 ) (109 ) Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash — 1 24 — 25 Net Change in Cash, Cash Equivalents and Restricted Cash (254 ) (8 ) (240 ) — (502 ) Cash, Cash Equivalents and Restricted Cash at Beginning of the Period 361 67 1,074 — 1,502 Cash, Cash Equivalents and Restricted Cash at End of the Period $ 107 $ 59 $ 834 $ — $ 1,000 |