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, 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 services 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.



	Consolidating Balance Sheet
	March 31, 2012
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	702		$	85		$	1,296		$	—		$	2,083
Accounts Receivable	1,030			251			2,249			—			3,530
Accounts Receivable From Affiliates	—			541			133			(674		)	—
Inventories	1,611			228			2,221			(91		)	3,969
Prepaid Expenses and Other Current Assets	57			10			327			12			406
Total Current Assets	3,400			1,115			6,226			(753		)	9,988
Goodwill	—			25			469			178			672
Intangible Assets	110			1			46			—			157
Deferred Income Taxes	—			82			66			—			148
Other Assets	227			49			221			—			497
Investments in Subsidiaries	4,185			346			4,373			(8,904		)	—
Property, Plant and Equipment	2,132			159			4,197			40			6,528
Total Assets	$	10,054		$	1,777		$	15,598		$	(9,439	)	$	17,990
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	917		$	220		$	2,434		$	—		$	3,571
Accounts Payable to Affiliates	674			—			—			(674		)	—
Compensation and Benefits	405			35			326			—			766
Other Current Liabilities	277			41			793			(12		)	1,099
Notes Payable and Overdrafts	—			—			291			—			291
Long Term Debt and Capital Leases Due Within One Year	11			—			143			—			154
Total Current Liabilities	2,284			296			3,987			(686		)	5,881
Long Term Debt and Capital Leases	3,360			—			1,826			—			5,186
Compensation and Benefits	2,712			290			883			—			3,885
Deferred and Other Noncurrent Income Taxes	33			5			206			9			253
Other Long Term Liabilities	802			33			173			—			1,008
Total Liabilities	9,191			624			7,075			(677		)	16,213
Commitments and Contingent Liabilities
Minority Shareholders’ Equity	—			—			417			209			626
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Preferred Stock	500			—			—			—			500
Common Stock	245			333			5,041			(5,374		)	245
Capital Surplus	2,809			40			1,063			(1,103		)	2,809
Retained Earnings	1,176			1,314			2,898			(4,212		)	1,176
Accumulated Other Comprehensive Loss	(3,867		)	(534		)	(1,184		)	1,718			(3,867		)
Goodyear Shareholders’ Equity	863			1,153			7,818			(8,971		)	863
Minority Shareholders’ Equity — Nonredeemable	—			—			288			—			288
Total Shareholders’ Equity	863			1,153			8,106			(8,971		)	1,151
Total Liabilities and Shareholders’ Equity	$	10,054		$	1,777		$	15,598		$	(9,439	)	$	17,990



	Consolidating Balance Sheet
	December 31, 2011
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	916		$	108		$	1,748		$	—		$	2,772
Accounts Receivable	984			217			1,648			—			2,849
Accounts Receivable From Affiliates	—			512			204			(716		)	—
Inventories	1,579			227			2,135			(85		)	3,856
Prepaid Expenses and Other Current Assets	53			9			262			11			335
Total Current Assets	3,532			1,073			5,997			(790		)	9,812
Goodwill	—			25			460			169			654
Intangible Assets	110			1			46			—			157
Deferred Income Taxes	—			82			63			—			145
Other Assets	226			49			211			—			486
Investments in Subsidiaries	4,067			339			4,367			(8,773		)	—
Property, Plant and Equipment	2,129			162			4,044			40			6,375
Total Assets	$	10,064		$	1,731		$	15,188		$	(9,354	)	$	17,629
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	925		$	199		$	2,544		$	—		$	3,668
Accounts Payable to Affiliates	716			—			—			(716		)	—
Compensation and Benefits	445			31			323			—			799
Other Current Liabilities	344			34			688			(16		)	1,050
Notes Payable and Overdrafts	—			—			256			—			256
Long Term Debt and Capital Leases Due Within One Year	11			—			145			—			156
Total Current Liabilities	2,441			264			3,956			(732		)	5,929
Long Term Debt and Capital Leases	3,271			—			1,518			—			4,789
Compensation and Benefits	2,793			294			915			—			4,002
Deferred and Other Noncurrent Income Taxes	32			5			199			8			244
Other Long Term Liabilities	778			33			230			—			1,041
Total Liabilities	9,315			596			6,818			(724		)	16,005
Commitments and Contingent Liabilities
Minority Shareholders’ Equity	—			—			404			203			607
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Preferred Stock	500			—			—			—			500
Common Stock	245			333			5,033			(5,366		)	245
Capital Surplus	2,808			39			1,065			(1,104		)	2,808
Retained Earnings	1,187			1,303			2,850			(4,153		)	1,187
Accumulated Other Comprehensive Loss	(3,991		)	(540		)	(1,250		)	1,790			(3,991		)
Goodyear Shareholders’ Equity	749			1,135			7,698			(8,833		)	749
Minority Shareholders’ Equity — Nonredeemable	—			—			268			—			268
Total Shareholders’ Equity	749			1,135			7,966			(8,833		)	1,017
Total Liabilities and Shareholders’ Equity	$	10,064		$	1,731		$	15,188		$	(9,354	)	$	17,629



	Consolidating Statement of Operations
	Three Months Ended March 31, 2012
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	2,287		$	756		$	6,305		$	(3,815	)	$	5,533
Cost of Goods Sold	2,051			692			5,734			(3,870		)	4,607
Selling, Administrative and General Expense	201			47			413			1			662
Rationalizations	6			—			9			—			15
Interest Expense	66			4			81			(50		)	101
Other (Income) and Expense	20			(7		)	(30		)	109			92
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	(57		)	20			98			(5		)	56
United States and Foreign Taxes	9			7			30			2			48
Equity in Earnings of Subsidiaries	62			(3		)	—			(59		)	—
Net Income (Loss)	(4		)	10			68			(66		)	8
Less: Minority Shareholders’ Net Income	—			—			12			—			12
Goodyear Net (Loss) Income	(4		)	10			56			(66		)	(4		)
Less: Preferred Stock Dividends	7			—			—			—			7
Goodyear Net (Loss) Income available to Common Shareholders	$	(11	)	$	10		$	56		$	(66	)	$	(11	)
Comprehensive Income	$	120		$	16		$	156		$	(132	)	$	160
Less: Comprehensive Income Attributable to Minority Shareholders	—			—			34			6			40
Goodyear Comprehensive Income	$	120		$	16		$	122		$	(138	)	$	120



	Three Months Ended March 31, 2011
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	2,139		$	661		$	6,281		$	(3,679	)	$	5,402
Cost of Goods Sold	1,935			594			5,647			(3,715		)	4,461
Selling, Administrative and General Expense	216			44			410			(2		)	668
Rationalizations	4			2			3			—			9
Interest Expense	64			5			40			(35		)	74
Other (Income) and Expense	(64		)	(3		)	(19		)	90			4
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	(16		)	19			200			(17		)	186
United States and Foreign Taxes	(3		)	4			64			(3		)	62
Equity in Earnings of Subsidiaries	116			10			—			(126		)	—
Net Income (Loss)	103			25			136			(140		)	124
Less: Minority Shareholders’ Net Income	—			—			21			—			21
Goodyear Net Income (Loss)	$	103		$	25		$	115		$	(140	)	$	103
Comprehensive Income	$	192		$	27		$	219		$	(187	)	$	251
Less: Comprehensive Income Attributable to Minority Interest	—			—			47			12			59
Goodyear Comprehensive Income	$	192		$	27		$	172		$	(199	)	$	192



	Condensed Consolidating Statement of Cash Flows
	Three Months Ended March 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	$	(159	)	$	(19	)	$	(572	)	$	(4	)	$	(754	)
Cash Flows from Investing Activities:
Capital expenditures	(73		)	(5		)	(198		)	—			(276		)
Capital contributions	—			—			(8		)	8			—
Increase in restricted cash	(1		)	—			(20		)	—			(21		)
Other transactions	4			—			(2		)	—			2
Total Cash Flows from Investing Activities	(70		)	(5		)	(228		)	8			(295		)
Cash Flows from Financing Activities:
Short term debt and overdrafts incurred	—			—			57			—			57
Short term debt and overdrafts paid	—			—			(31		)	—			(31		)
Long term debt incurred	700			—			407			—			1,107
Long term debt paid	(653		)	—			(130		)	—			(783		)
Preferred stock dividends paid	(7		)	—			—			—			(7		)
Capital contributions and loans	(30		)	—			38			(8		)	—
Capital redemptions and loans	19			—			(19		)	—			—
Intercompany dividends paid	—			—			(4		)	4			—
Transactions with minority interests in subsidiaries	—			—			(3		)	—			(3		)
Debt related costs and other transactions	(14		)	—			—			—			(14		)
Total Cash Flows from Financing Activities	15			—			315			(4		)	326
Effect of exchange rate changes on cash and cash equivalents	—			1			33			—			34
Net Change in Cash and Cash Equivalents	(214		)	(23		)	(452		)	—			(689		)
Cash and Cash Equivalents at Beginning of the Period	916			108			1,748			—			2,772
Cash and Cash Equivalents at End of the Period	$	702		$	85		$	1,296		$	—		$	2,083



	Condensed Consolidating Statement of Cash Flows
	Three Months Ended March 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	$	(115	)	$	(1	)	$	(259	)	$	(58	)	$	(433	)
Cash Flows from Investing Activities:
Capital expenditures	(74		)	(8		)	(199		)	(3		)	(284		)
Asset dispositions	—			—			2			—			2
Increase in restricted cash	(1		)	—			(67		)	—			(68		)
Total Cash Flows from Investing Activities	(75		)	(8		)	(264		)	(3		)	(350		)
Cash Flows from Financing Activities:
Short term debt and overdrafts incurred	—			—			16			—			16
Short term debt and overdrafts paid	(3		)	(5		)	(13		)	—			(21		)
Long term debt incurred	—			—			917			—			917
Long term debt paid	—			—			(423		)	—			(423		)
Proceeds from issuance of preferred stock	485			—			—			—			485
Common stock issued	4			—			—			—			4
Intercompany dividends paid	—			—			(61		)	61			—
Transactions with minority interests in subsidiaries	—			—			(4		)	—			(4		)
Total Cash Flows from Financing Activities	486			(5		)	432			61			974
Effect of exchange rate changes on cash and cash equivalents	—			—			19			—			19
Net Change in Cash and Cash Equivalents	296			(14		)	(72		)	—			210
Cash and Cash Equivalents at Beginning of the Period	792			38			1,175			—			2,005
Cash and Cash Equivalents at End of the Period	$	1,088		$	24		$	1,103		$	—		$	2,215