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. 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, 2018 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Assets: Current Assets: Cash and Cash Equivalents $ 135 $ 49 $ 791 $ — $ 975 Accounts Receivable, net 658 146 1,584 — 2,388 Accounts Receivable From Affiliates — 198 — (198 ) — Inventories 1,522 63 1,375 (19 ) 2,941 Prepaid Expenses and Other Current Assets 79 2 181 3 265 Total Current Assets 2,394 458 3,931 (214 ) 6,569 Goodwill 24 1 426 125 576 Intangible Assets 118 — 20 — 138 Deferred Income Taxes 1,598 31 402 4 2,035 Other Assets 249 49 506 — 804 Investments in Subsidiaries 4,294 517 — (4,811 ) — Property, Plant and Equipment, net 2,470 427 4,363 (27 ) 7,233 Total Assets $ 11,147 $ 1,483 $ 9,648 $ (4,923 ) $ 17,355 Liabilities: Current Liabilities: Accounts Payable-Trade $ 928 $ 119 $ 1,833 $ — $ 2,880 Accounts Payable to Affiliates 65 — 133 (198 ) — Compensation and Benefits 281 14 216 — 511 Other Current Liabilities 345 (9 ) 485 — 821 Notes Payable and Overdrafts — — 335 — 335 Long Term Debt and Capital Leases Due Within One Year 59 — 227 — 286 Total Current Liabilities 1,678 124 3,229 (198 ) 4,833 Long Term Debt and Capital Leases 3,886 167 1,673 — 5,726 Compensation and Benefits 589 97 683 — 1,369 Deferred Income Taxes — — 99 — 99 Other Long Term Liabilities 357 9 118 — 484 Total Liabilities 6,510 397 5,802 (198 ) 12,511 Commitments and Contingent Liabilities Shareholders’ Equity: Goodyear Shareholders’ Equity: Common Stock 237 — — — 237 Other Equity 4,400 1,086 3,639 (4,725 ) 4,400 Goodyear Shareholders’ Equity 4,637 1,086 3,639 (4,725 ) 4,637 Minority Shareholders’ Equity — Nonredeemable — — 207 — 207 Total Shareholders’ Equity 4,637 1,086 3,846 (4,725 ) 4,844 Total Liabilities and Shareholders’ Equity $ 11,147 $ 1,483 $ 9,648 $ (4,923 ) $ 17,355 Condensed Consolidating Balance Sheet December 31, 2017 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Assets: Current Assets: Cash and Cash Equivalents $ 176 $ 32 $ 835 $ — $ 1,043 Accounts Receivable, net 649 116 1,260 — 2,025 Accounts Receivable From Affiliates — 254 71 (325 ) — Inventories 1,444 43 1,329 (29 ) 2,787 Prepaid Expenses and Other Current Assets 59 3 157 5 224 Total Current Assets 2,328 448 3,652 (349 ) 6,079 Goodwill 24 1 444 126 595 Intangible Assets 119 — 20 — 139 Deferred Income Taxes 1,549 35 424 — 2,008 Other Assets 221 51 518 2 792 Investments in Subsidiaries 4,424 503 — (4,927 ) — Property, Plant and Equipment, net 2,491 420 4,569 (29 ) 7,451 Total Assets $ 11,156 $ 1,458 $ 9,627 $ (5,177 ) $ 17,064 Liabilities: Current Liabilities: Accounts Payable-Trade $ 927 $ 115 $ 1,765 $ — $ 2,807 Accounts Payable to Affiliates 325 — — (325 ) — Compensation and Benefits 322 15 202 — 539 Other Current Liabilities 323 2 701 — 1,026 Notes Payable and Overdrafts — — 262 — 262 Long Term Debt and Capital Leases Due Within One Year 60 — 331 — 391 Total Current Liabilities 1,957 132 3,261 (325 ) 5,025 Long Term Debt and Capital Leases 3,544 152 1,380 — 5,076 Compensation and Benefits 682 109 724 — 1,515 Deferred Income Taxes — 1 99 — 100 Other Long Term Liabilities 370 8 120 — 498 Total Liabilities 6,553 402 5,584 (325 ) 12,214 Commitments and Contingent Liabilities Shareholders’ Equity: Goodyear Shareholders’ Equity: Common Stock 240 — — — 240 Other Equity 4,363 1,056 3,796 (4,852 ) 4,363 Goodyear Shareholders’ Equity 4,603 1,056 3,796 (4,852 ) 4,603 Minority Shareholders’ Equity — Nonredeemable — — 247 — 247 Total Shareholders’ Equity 4,603 1,056 4,043 (4,852 ) 4,850 Total Liabilities and Shareholders’ Equity $ 11,156 $ 1,458 $ 9,627 $ (5,177 ) $ 17,064 Consolidating Statements of Operations Three Months Ended June 30, 2018 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Net Sales $ 1,834 $ 329 $ 2,406 $ (728 ) $ 3,841 Cost of Goods Sold 1,464 335 1,899 (749 ) 2,949 Selling, Administrative and General Expense 258 8 322 — 588 Rationalizations (1 ) — (1 ) — (2 ) Interest Expense 56 5 22 (5 ) 78 Other (Income) Expense 14 3 8 20 45 Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries 43 (22 ) 156 6 183 United States and Foreign Taxes (37 ) (5 ) 62 (1 ) 19 Equity in Earnings of Subsidiaries 77 12 — (89 ) — Net Income (Loss) 157 (5 ) 94 (82 ) 164 Less: Minority Shareholders’ Net Income — — 7 — 7 Goodyear Net Income (Loss) $ 157 $ (5 ) $ 87 $ (82 ) $ 157 Comprehensive Income (Loss) $ 2 $ (25 ) $ (123 ) $ 137 $ (9 ) Less: Comprehensive Income (Loss) Attributable to Minority Shareholders — — (11 ) — (11 ) Goodyear Comprehensive Income (Loss) $ 2 $ (25 ) $ (112 ) $ 137 $ 2 Consolidating Statements of Operations Three Months Ended June 30, 2017 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Net Sales $ 1,863 $ 290 $ 2,316 $ (783 ) $ 3,686 Cost of Goods Sold 1,459 284 1,840 (798 ) 2,785 Selling, Administrative and General Expense 247 9 322 1 579 Rationalizations 1 — 26 — 27 Interest Expense 69 2 31 (13 ) 89 Other (Income) Expense 4 2 (15 ) 25 16 Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries 83 (7 ) 112 2 190 United States and Foreign Taxes 17 (3 ) 20 2 36 Equity in Earnings of Subsidiaries 81 16 — (97 ) — Net Income (Loss) 147 12 92 (97 ) 154 Less: Minority Shareholders’ Net Income — — 7 — 7 Goodyear Net Income (Loss) $ 147 $ 12 $ 85 $ (97 ) $ 147 Comprehensive Income (Loss) $ 198 $ 13 $ 146 $ (145 ) $ 212 Less: Comprehensive Income (Loss) Attributable to Minority Shareholders — — 14 — 14 Goodyear Comprehensive Income (Loss) $ 198 $ 13 $ 132 $ (145 ) $ 198 Consolidating Statements of Operations Six Months Ended June 30, 2018 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Net Sales $ 3,518 $ 638 $ 4,863 $ (1,348 ) $ 7,671 Cost of Goods Sold 2,829 608 3,877 (1,389 ) 5,925 Selling, Administrative and General Expense 517 18 644 — 1,179 Rationalizations 5 — 30 — 35 Interest Expense 110 10 45 (11 ) 154 Other (Income) Expense 24 10 8 40 82 Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries 33 (8 ) 259 12 296 United States and Foreign Taxes (40 ) (2 ) 92 2 52 Equity in Earnings of Subsidiaries 159 34 — (193 ) — Net Income (Loss) 232 28 167 (183 ) 244 Less: Minority Shareholders’ Net Income — — 12 — 12 Goodyear Net Income (Loss) $ 232 $ 28 $ 155 $ (183 ) $ 232 Comprehensive Income (Loss) $ 186 $ 30 $ 32 $ (66 ) $ 182 Less: Comprehensive Income (Loss) Attributable to Minority Shareholders — — (4 ) — (4 ) Goodyear Comprehensive Income (Loss) $ 186 $ 30 $ 36 $ (66 ) $ 186 Consolidating Statements of Operations Six Months Ended June 30, 2017 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated Net Sales $ 3,630 $ 589 $ 4,618 $ (1,452 ) $ 7,385 Cost of Goods Sold 2,837 557 3,634 (1,483 ) 5,545 Selling, Administrative and General Expense 506 17 632 — 1,155 Rationalizations 2 — 54 — 56 Interest Expense 134 4 62 (24 ) 176 Other (Income) Expense (13 ) 6 (15 ) 46 24 Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries 164 5 251 9 429 United States and Foreign Taxes 60 — 49 (3 ) 106 Equity in Earnings of Subsidiaries 209 31 — (240 ) — Net Income (Loss) 313 36 202 (228 ) 323 Less: Minority Shareholders’ Net Income — — 10 — 10 Goodyear Net Income (Loss) $ 313 $ 36 $ 192 $ (228 ) $ 313 Comprehensive Income (Loss) $ 459 $ 41 $ 340 $ (358 ) $ 482 Less: Comprehensive Income (Loss) Attributable to Minority Shareholders — — 23 — 23 Goodyear Comprehensive Income (Loss) $ 459 $ 41 $ 317 $ (358 ) $ 459 Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2018 (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 $ 457 $ (9 ) $ (336 ) $ (196 ) $ (84 ) Cash Flows from Investing Activities: Capital Expenditures (180 ) (41 ) (220 ) (1 ) (442 ) Asset Dispositions — 2 — — 2 Short Term Securities Acquired — — (30 ) — (30 ) Short Term Securities Redeemed — — 38 — 38 Capital Contributions and Loans Incurred (306 ) — (213 ) 519 — Capital Redemptions and Loans Paid 69 — 430 (499 ) — Other Transactions (38 ) — — — (38 ) Total Cash Flows from Investing Activities (455 ) (39 ) 5 19 (470 ) Cash Flows from Financing Activities: Short Term Debt and Overdrafts Incurred 575 — 437 — 1,012 Short Term Debt and Overdrafts Paid (575 ) — (345 ) — (920 ) Long Term Debt Incurred 1,605 15 1,924 — 3,544 Long Term Debt Paid (1,267 ) — (1,666 ) — (2,933 ) Common Stock Issued 3 — — — 3 Common Stock Repurchased (100 ) — — — (100 ) Common Stock Dividends Paid (67 ) — — — (67 ) Capital Contributions and Loans Incurred 213 52 254 (519 ) — Capital Redemptions and Loans Paid (430 ) — (69 ) 499 — Intercompany Dividends Paid — — (197 ) 197 — Transactions with Minority Interests in Subsidiaries — — (26 ) — (26 ) Debt Related Costs and Other Transactions 7 — (1 ) — 6 Total Cash Flows from Financing Activities (36 ) 67 311 177 519 Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash — (2 ) (23 ) — (25 ) Net Change in Cash, Cash Equivalents and Restricted Cash (34 ) 17 (43 ) — (60 ) Cash, Cash Equivalents and Restricted Cash at Beginning of the Period 201 32 877 — 1,110 Cash, Cash Equivalents and Restricted Cash at End of the Period $ 167 $ 49 $ 834 $ — $ 1,050 Condensed Consolidating Statement of Cash Flows Six Months Ended June 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 $ (49 ) $ (30 ) $ (90 ) $ (16 ) $ (185 ) Cash Flows from Investing Activities: Capital Expenditures (190 ) (86 ) (224 ) 3 (497 ) Asset Dispositions 1 — 1 — 2 Short Term Securities Acquired — — (43 ) — (43 ) Short Term Securities Redeemed — — 43 — 43 Capital Contributions and Loans Incurred (62 ) — (30 ) 92 — Capital Redemptions and Loans Paid — — 61 (61 ) — Other Transactions — — (3 ) — (3 ) Total Cash Flows from Investing Activities (251 ) (86 ) (195 ) 34 (498 ) Cash Flows from Financing Activities: Short Term Debt and Overdrafts Incurred 40 — 250 — 290 Short Term Debt and Overdrafts Paid (40 ) — (263 ) — (303 ) Long Term Debt Incurred 2,090 52 1,314 — 3,456 Long Term Debt Paid (1,759 ) — (1,146 ) — (2,905 ) Common Stock Issued 11 — — — 11 Common Stock Repurchased (30 ) — — — (30 ) Common Stock Dividends Paid (50 ) — — — (50 ) Capital Contributions and Loans Incurred 30 62 — (92 ) — Capital Redemptions and Loans Paid (61 ) — — 61 — Intercompany Dividends Paid — — (13 ) 13 — Transactions with Minority Interests in Subsidiaries — — (5 ) — (5 ) Debt Related Costs and Other Transactions (26 ) — (12 ) — (38 ) Total Cash Flows from Financing Activities 205 114 125 (18 ) 426 Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash — 2 35 — 37 Net Change in Cash, Cash Equivalents and Restricted Cash (95 ) — (125 ) — (220 ) 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 $ 115 $ 55 $ 799 $ — $ 969 |