CONSOLIDATING FINANCIAL INFORMATION

Certain of our subsidiaries have guaranteed our obligations under the $650 million outstanding principal amount of 10.5% senior notes due 2016, the $1.0 billion outstanding principal amount of 8.25% senior notes due 2020, and the $282 million outstanding principal amount of 8.75% notes due 2020 (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. Intercompany cash advances and loans made primarily for the purpose of short-term operating needs 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 and other capital transactions between members of the consolidated group.

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



	Consolidating Balance Sheet
	September 30, 2011
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	576		$	60		$	1,490		$	—		$	2,126
Accounts Receivable	1,078			271			2,659			—			4,008
Accounts Receivable From Affiliates	—			505			118			(623		)	—
Inventories	1,798			216			2,135			(112		)	4,037
Prepaid Expenses and Other Current Assets	60			4			266			11			341
Total Current Assets	3,512			1,056			6,668			(724		)	10,512
Goodwill	—			24			471			175			670
Intangible Assets	109			1			47			—			157
Deferred Income Taxes	—			1			55			(1		)	55
Other Assets	233			46			193			—			472
Investments in Subsidiaries	4,091			342			4,335			(8,768		)	—
Property, Plant and Equipment	2,096			161			3,971			35			6,263
Total Assets	$	10,041		$	1,631		$	15,740		$	(9,283	)	$	18,129
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	860		$	200		$	2,311		$	—		$	3,371
Accounts Payable to Affiliates	623			—			—			(623		)	—
Compensation and Benefits	426			32			363			—			821
Other Current Liabilities	341			32			734			(4		)	1,103
Notes Payable and Overdrafts	—			—			312			—			312
Long Term Debt and Capital Leases Due Within One Year	8			—			204			—			212
Total Current Liabilities	2,258			264			3,924			(627		)	5,819
Long Term Debt and Capital Leases	3,463			—			2,096			—			5,559
Compensation and Benefits	2,153			184			889			—			3,226
Deferred and Other Noncurrent Income Taxes	32			3			200			7			242
Other Long Term Liabilities	636			31			215			—			882
Total Liabilities	8,542			482			7,324			(620		)	15,728
Commitments and Contingent Liabilities
Minority Shareholders’ Equity	—			—			415			211			626
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Preferred Stock	500			—			—			—			500
Common Stock	244			333			5,029			(5,362		)	244
Capital Surplus	2,805			37			1,025			(1,062		)	2,805
Retained Earnings	1,169			1,229			2,878			(4,107		)	1,169
Accumulated Other Comprehensive Loss	(3,219		)	(450		)	(1,207		)	1,657			(3,219		)
Goodyear Shareholders’ Equity	1,499			1,149			7,725			(8,874		)	1,499
Minority Shareholders’ Equity — Nonredeemable	—			—			276			—			276
Total Shareholders’ Equity	1,499			1,149			8,001			(8,874		)	1,775
Total Liabilities and Shareholders’ Equity	$	10,041		$	1,631		$	15,740		$	(9,283	)	$	18,129



	Consolidating Balance Sheet
	December 31, 2010
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	792		$	38		$	1,175		$	—		$	2,005
Accounts Receivable	875			219			1,642			—			2,736
Accounts Receivable From Affiliates	—			434			197			(631		)	—
Inventories	1,259			185			1,610			(77		)	2,977
Prepaid Expenses and Other Current Assets	58			5			257			7			327
Total Current Assets	2,984			881			4,881			(701		)	8,045
Goodwill	—			24			476			183			683
Intangible Assets	109			1			51			—			161
Deferred Income Taxes	—			1			58			(1		)	58
Other Assets	241			48			229			—			518
Investments in Subsidiaries	3,879			313			4,324			(8,516		)	—
Property, Plant and Equipment	2,177			172			3,787			29			6,165
Total Assets	$	9,390		$	1,440		$	13,806		$	(9,006	)	$	15,630
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	814		$	140		$	2,153		$	—		$	3,107
Accounts Payable to Affiliates	631			—			—			(631		)	—
Compensation and Benefits	411			34			311			—			756
Other Current Liabilities	369			33			618			(2		)	1,018
Notes Payable and Overdrafts	—			—			238			—			238
Long Term Debt and Capital Leases Due Within One Year	1			—			187			—			188
Total Current Liabilities	2,226			207			3,507			(633		)	5,307
Long Term Debt and Capital Leases	3,573			—			746			—			4,319
Compensation and Benefits	2,296			209			910			—			3,415
Deferred and Other Noncurrent Income Taxes	31			3			202			6			242
Other Long Term Liabilities	620			32			190			—			842
Total Liabilities	8,746			451			5,555			(627		)	14,125
Commitments and Contingent Liabilities
Minority Shareholders’ Equity	—			—			374			210			584
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Preferred Stock	—			—			—			—			—
Common Stock	243			333			5,021			(5,354		)	243
Capital Surplus	2,805			35			1,025			(1,060		)	2,805
Retained Earnings	866			1,098			2,698			(3,796		)	866
Accumulated Other Comprehensive Loss	(3,270		)	(477		)	(1,144		)	1,621			(3,270		)
Goodyear Shareholders’ Equity	644			989			7,600			(8,589		)	644
Minority Shareholders’ Equity — Nonredeemable	—			—			277			—			277
Total Shareholders’ Equity	644			989			7,877			(8,589		)	921
Total Liabilities and Shareholders’ Equity	$	9,390		$	1,440		$	13,806		$	(9,006	)	$	15,630



	Consolidating Statement of Operations Three Months Ended September 30, 2011
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
NET SALES	$	2,451		$	781		$	7,135		$	(4,305	)	$	6,062
Cost of Goods Sold	2,251			689			6,410			(4,377		)	4,973
Selling, Administrative and General Expense	210			49			421			(3		)	677
Rationalizations	19			—			6			—			25
Interest Expense	59			5			73			(51		)	86
Other (Income) and Expense	(80		)	—			(56		)	132			(4		)
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	(8		)	38			281			(6		)	305
United States and Foreign Taxes	30			(1		)	66			(1		)	94
Equity in Earnings of Subsidiaries	206			22			—			(228		)	—
Net Income (Loss)	168			61			215			(233		)	211
Less: Minority Shareholders’ Net Income	—			—			43			—			43
Goodyear Net Income (Loss)	168			61			172			(233		)	168
Less: Preferred Stock Dividends	7			—			—			—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	161		$	61		$	172		$	(233	)	$	161



	Three Months Ended September 30, 2010
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
NET SALES	$	2,020		$	662		$	5,290		$	(3,010	)	$	4,962
Cost of Goods Sold	1,852			588			4,734			(3,054		)	4,120
Selling, Administrative and General Expense	224			46			372			(2		)	640
Rationalizations	1			—			7			—			8
Interest Expense	75			4			40			(29		)	90
Other (Income) and Expense	3			(4		)	(10		)	73			62
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	(135		)	28			147			2			42
United States and Foreign Taxes	(7		)	1			59			2			55
Equity in Earnings of Subsidiaries	108			1			—			(109		)	—
Net Income (Loss)	(20		)	28			88			(109		)	(13		)
Less: Minority Shareholders’ Net Income	—			—			7			—			7
Goodyear Net Income (Loss)	$	(20	)	$	28		$	81		$	(109	)	$	(20	)



	Consolidating Statement of Operations Nine Months Ended September 30, 2011
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
NET SALES	$	6,845		$	2,147		$	19,928		$	(11,836	)	$	17,084
Cost of Goods Sold	6,174			1,901			17,929			(11,998		)	14,006
Selling, Administrative and General Expense	674			138			1,293			(7		)	2,098
Rationalizations	56			3			21			—			80
Interest Expense	186			15			168			(128		)	241
Other (Income) and Expense	(174		)	(12		)	(95		)	329			48
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	(71		)	102			612			(32		)	611
United States and Foreign Taxes	29			7			190			(6		)	220
Equity in Earnings of Subsidiaries	418			36			—			(454		)	—
Net Income (Loss)	318			131			422			(480		)	391
Less: Minority Shareholders’ Net Income	—			—			73			—			73
Goodyear Net Income (Loss)	318			131			349			(480		)	318
Less: Preferred Stock Dividends	15			—			—			—			15
Goodyear Net Income (Loss) available to Common Shareholders	$	303		$	131		$	349		$	(480	)	$	303



	Nine Months Ended September 30, 2010
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
NET SALES	$	5,605		$	1,754		$	14,706	$	(8,305	)	$	13,760
Cost of Goods Sold	5,077			1,565			13,014		(8,394		)	11,262
Selling, Administrative and General Expense	685			137			1,098		(5		)	1,915
Rationalizations	1			5			10		—			16
Interest Expense	202			12			109		(82		)	241
Other (Income) and Expense	(40		)	(15		)	56		172			173
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	(320		)	50			419		4			153
United States and Foreign Taxes	(9		)	8			151		1			151
Equity in Earnings of Subsidiaries	272			19			—		(291		)	—
Net Income (Loss)	(39		)	61			268		(288		)	2
Less: Minority Shareholders’ Net Income	—			—			41		—			41
Goodyear Net Income (Loss)	$	(39	)	$	61		$	227	$	(288	)	$	(39	)



	Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 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	$	(455	)	$	44		$	(321	)	$	(240	)	$	(972	)
Cash Flows from Investing Activities:
Capital expenditures	(167		)	(19		)	(620		)	—			(806		)
Asset dispositions	61			—			7			—			68
Government grants received	—			—			55			—			55
Capital contributions	—			—			(11		)	11			—
Increase in restricted cash	—			—			(32		)	—			(32		)
Total Cash Flows from Investing Activities	(106		)	(19		)	(601		)	11			(715		)
Cash Flows from Financing Activities:
Short term debt and overdrafts incurred	—			—			190			—			190
Short term debt and overdrafts paid	—			—			(93		)	—			(93		)
Long term debt incurred	212			—			2,791			—			3,003
Long term debt paid	(350		)	—			(1,324		)	—			(1,674		)
Proceeds from issuance of preferred stock	484			—			—			—			484
Preferred stock dividends paid	(7		)	—			—			—			(7		)
Common stock issued	7			—			—			—			7
Capital contributions	—			—			11			(11		)	—
Intercompany dividends paid	—			—			(240		)	240			—
Dividends paid to minority shareholders	—			—			(15		)	—			(15		)
Debt related costs and other transactions	(1		)	—			(19		)	—			(20		)
Total Cash Flows from Financing Activities	345			—			1,301			229			1,875
Effect of exchange rate changes on cash and cash equivalents	—			(3		)	(64		)	—			(67		)
Net Change in Cash and Cash Equivalents	(216		)	22			315			—			121
Cash and Cash Equivalents at Beginning of the Period	792			38			1,175			—			2,005
Cash and Cash Equivalents at End of the Period	$	576		$	60		$	1,490		$	—		$	2,126



	Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2010
(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	$	(113	)	$	23		$	404		$	(231	)	$	83
Cash Flows from Investing Activities:
Capital expenditures	(231		)	(14		)	(367		)	(6		)	(618		)
Asset dispositions	1			—			19			—			20
Capital contributions	—			—			(136		)	136			—
Capital redemptions	12			—			—			(12		)	—
Increase in restricted cash	—			—			(2		)	—			(2		)
Return of investment in The Reserve Primary Fund	26			—			—			—			26
Total Cash Flows from Investing Activities	(192		)	(14		)	(486		)	118			(574		)
Cash Flows from Financing Activities:
Short term debt and overdrafts incurred	—			3			91			—			94
Short term debt and overdrafts paid	(4		)	—			(60		)	—			(64		)
Long term debt incurred	993			—			632			—			1,625
Long term debt paid	(974		)	—			(255		)	—			(1,229		)
Common stock issued	1			—			—			—			1
Capital contributions	—			—			136			(136		)	—
Capital redemptions	—			—			(12		)	12			—
Intercompany dividends paid	—			—			(237		)	237			—
Dividends paid to minority shareholders	—			—			(10		)	—			(10		)
Debt related costs and other transactions	(21		)	—			—			—			(21		)
Total Cash Flows from Financing Activities	(5		)	3			285			113			396
Effect of exchange rate changes on cash and cash equivalents	—			—			(162		)	—			(162		)
Net Change in Cash and Cash Equivalents	(310		)	12			41			—			(257		)
Cash and Cash Equivalents at Beginning of the Period	802			17			1,103			—			1,922
Cash and Cash Equivalents at End of the Period	$	492		$	29		$	1,144		$	—		$	1,665