| 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 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 |
|
|