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
	June 30, 2012
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	885		$	85		$	1,186		$	—		$	2,156
Accounts Receivable	979			236			1,959			—			3,174
Accounts Receivable From Affiliates	—			591			272			(863		)	—
Inventories	1,609			225			2,200			(94		)	3,940
Prepaid Expenses and Other Current Assets	64			8			298			9			379
Total Current Assets	3,537			1,145			5,915			(948		)	9,649
Goodwill	—			25			449			170			644
Intangible Assets	110			1			43			—			154
Deferred Income Taxes	—			72			66			—			138
Other Assets	240			48			229			—			517
Investments in Subsidiaries	4,194			340			4,403			(8,937		)	—
Property, Plant and Equipment	2,171			154			4,134			40			6,499
Total Assets	$	10,252		$	1,785		$	15,239		$	(9,675	)	$	17,601
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	851		$	192		$	2,281		$	—		$	3,324
Accounts Payable to Affiliates	863			—			—			(863		)	—
Compensation and Benefits	355			31			334			(1		)	719
Other Current Liabilities	360			47			710			(15		)	1,102
Notes Payable and Overdrafts	—			—			168			—			168
Long Term Debt and Capital Leases Due Within One Year	9			—			98			—			107
Total Current Liabilities	2,438			270			3,591			(879		)	5,420
Long Term Debt and Capital Leases	3,393			—			2,002			—			5,395
Compensation and Benefits	2,633			251			848			—			3,732
Deferred and Other Noncurrent Income Taxes	34			6			206			(2		)	244
Other Long Term Liabilities	807			31			160			—			998
Total Liabilities	9,305			558			6,807			(881		)	15,789
Commitments and Contingent Liabilities
Minority Shareholders’ Equity	—			—			403			199			602
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Preferred Stock	500			—			—			—			500
Common Stock	245			339			5,072			(5,411		)	245
Capital Surplus	2,812			47			1,063			(1,110		)	2,812
Retained Earnings	1,260			1,351			2,883			(4,234		)	1,260
Accumulated Other Comprehensive Loss	(3,870		)	(510		)	(1,252		)	1,762			(3,870		)
Goodyear Shareholders’ Equity	947			1,227			7,766			(8,993		)	947
Minority Shareholders’ Equity — Nonredeemable	—			—			263			—			263
Total Shareholders’ Equity	947			1,227			8,029			(8,993		)	1,210
Total Liabilities and Shareholders’ Equity	$	10,252		$	1,785		$	15,239		$	(9,675	)	$	17,601



	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 June 30, 2012
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	2,174		$	736		$	5,397		$	(3,157	)	$	5,150
Cost of Goods Sold	1,888			639			4,810			(3,196		)	4,141
Selling, Administrative and General Expense	230			48			421			(2		)	697
Rationalizations	14			1			11			—			26
Interest Expense	62			7			69			(55		)	83
Other (Income) and Expense	(38		)	(8		)	(27		)	110			37
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	18			49			113			(14		)	166
United States and Foreign Taxes	5			12			50			(4		)	63
Equity in Earnings of Subsidiaries	79			(2		)	—			(77		)	—
Net Income (Loss)	92			35			63			(87		)	103
Less: Minority Shareholders’ Net Income	—			—			11			—			11
Goodyear Net Income (Loss)	92			35			52			(87		)	92
Less: Preferred Stock Dividends	7			—			—			—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	85		$	35		$	52		$	(87	)	$	85
Comprehensive Income (Loss)	$	84		$	59		$	(30	)	$	(53	)	$	60
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			(14		)	(10		)	(24		)
Goodyear Comprehensive Income (Loss)	$	84		$	59		$	(16	)	$	(43	)	$	84



	Three Months Ended June 30, 2011
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	2,255		$	705		$	6,512		$	(3,852	)	$	5,620
Cost of Goods Sold	1,988			618			5,872			(3,906		)	4,572
Selling, Administrative and General Expense	248			45			462			(2		)	753
Rationalizations	33			1			12			—			46
Interest Expense	63			5			55			(42		)	81
Other (Income) and Expense	(30		)	(9		)	(20		)	107			48
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	(47		)	45			131			(9		)	120
United States and Foreign Taxes	2			4			60			(2		)	64
Equity in Earnings of Subsidiaries	96			4			—			(100		)	—
Net Income (Loss)	47			45			71			(107		)	56
Less: Minority Shareholders’ Net Income	—			—			9			—			9
Goodyear Net Income (Loss)	47			45			62			(107		)	47
Less: Preferred Stock Dividends	7			—			—			—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	40		$	45		$	62		$	(107	)	$	40
Comprehensive Income (Loss)	$	149		$	54		$	125		$	(159	)	$	169
Less: Comprehensive Income (Loss) Attributable to Minority Interest	—			—			15			5			20
Goodyear Comprehensive Income (Loss)	$	149		$	54		$	110		$	(164	)	$	149



	Consolidating Statement of Operations
	Six Months Ended June 30, 2012
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	4,461		$	1,492		$	11,702		$	(6,972	)	$	10,683
Cost of Goods Sold	3,939			1,331			10,544			(7,066		)	8,748
Selling, Administrative and General Expense	431			95			834			(1		)	1,359
Rationalizations	20			1			20			—			41
Interest Expense	128			11			150			(105		)	184
Other (Income) and Expense	(18		)	(15		)	(57		)	219			129
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	(39		)	69			211			(19		)	222
United States and Foreign Taxes	14			19			80			(2		)	111
Equity in Earnings of Subsidiaries	141			(5		)	—			(136		)	—
Net Income (Loss)	88			45			131			(153		)	111
Less: Minority Shareholders’ Net Income	—			—			23			—			23
Goodyear Net Income (Loss)	88			45			108			(153		)	88
Less: Preferred Stock Dividends	15			—			—			—			15
Goodyear Net Income (Loss) available to Common Shareholders	$	73		$	45		$	108		$	(153	)	$	73
Comprehensive Income (Loss)	$	204		$	75		$	126		$	(185	)	$	220
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			20			(4		)	16
Goodyear Comprehensive Income (Loss)	$	204		$	75		$	106		$	(181	)	$	204



	Consolidating Statement of Operations
	Six Months Ended June 30, 2011
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	4,394		$	1,366		$	12,793		$	(7,531	)	$	11,022
Cost of Goods Sold	3,923			1,212			11,519			(7,621		)	9,033
Selling, Administrative and General Expense	464			89			872			(4		)	1,421
Rationalizations	37			3			15			—			55
Interest Expense	127			10			95			(77		)	155
Other (Income) and Expense	(94		)	(12		)	(39		)	197			52
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	(63		)	64			331			(26		)	306
United States and Foreign Taxes	(1		)	8			124			(5		)	126
Equity in Earnings of Subsidiaries	212			14			—			(226		)	—
Net Income (Loss)	150			70			207			(247		)	180
Less: Minority Shareholders’ Net Income	—			—			30			—			30
Goodyear Net Income (Loss)	150			70			177			(247		)	150
Less: Preferred Stock Dividends	7			—			—			—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	143		$	70		$	177		$	(247	)	$	143
Comprehensive Income (Loss)	$	341		$	81		$	344		$	(346	)	$	420
Less: Comprehensive Income Attributable to Minority Shareholders	—			—			62			17			79
Goodyear Comprehensive Income (Loss)	$	341		$	81		$	282		$	(363	)	$	341



	Condensed Consolidating Statement of Cash Flows
	Six Months Ended June 30, 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	$	162		$	(17	)	$	(447	)	$	(149	)	$	(451	)
Cash Flows from Investing Activities:
Capital expenditures	(111		)	(7		)	(374		)	2			(490		)
Asset dispositions	1			—			8			—			9
Capital contributions	—			—			(38		)	38			—
Increase in restricted cash	—			—			(18		)	—			(18		)
Other transactions	4			—			(17		)	—			(13		)
Total Cash Flows from Investing Activities	(106		)	(7		)	(439		)	40			(512		)
Cash Flows from Financing Activities:
Short term debt and overdrafts incurred	—			—			34			—			34
Short term debt and overdrafts paid	—			—			(42		)	—			(42		)
Long term debt incurred	800			—			1,466			—			2,266
Long term debt paid	(756		)	—			(1,054		)	—			(1,810		)
Preferred stock dividends paid	(15		)	—			—			—			(15		)
Capital contributions and loans	(55		)	—			93			(38		)	—
Capital redemptions and loans	19			—			(19		)	—			—
Intercompany dividends paid	—			—			(147		)	147			—
Transactions with minority interests in subsidiaries	(17		)	—			(10		)	—			(27		)
Debt related costs and other transactions	(63		)	—			—			—			(63		)
Total Cash Flows from Financing Activities	(87		)	—			321			109			343
Effect of exchange rate changes on cash and cash equivalents	—			1			3			—			4
Net Change in Cash and Cash Equivalents	(31		)	(23		)	(562		)	—			(616		)
Cash and Cash Equivalents at Beginning of the Period	916			108			1,748			—			2,772
Cash and Cash Equivalents at End of the Period	$	885		$	85		$	1,186		$	—		$	2,156



	Condensed Consolidating Statement of Cash Flows
	Six Months Ended June 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	$	(337	)	$	15		$	(233	)	$	(114	)	$	(669	)
Cash Flows from Investing Activities:
Capital expenditures	(118		)	(13		)	(401		)	—			(532		)
Asset dispositions	98			—			2			—			100
Increase in restricted cash	—			—			(51		)	—			(51		)
Total Cash Flows from Investing Activities	(20		)	(13		)	(450		)	—			(483		)
Cash Flows from Financing Activities:
Short term debt and overdrafts incurred	—			—			64			—			64
Short term debt and overdrafts paid	(6		)	(2		)	(46		)	—			(54		)
Long term debt incurred	—			—			1,890			—			1,890
Long term debt paid	(350		)	—			(1,082		)	—			(1,432		)
Proceeds from issuance of preferred stock	485			—			—			—			485
Common stock issued	7			—			—			—			7
Intercompany dividends paid	—			—			(114		)	114			—
Transactions with minority interests in subsidiaries	—			—			(14		)	—			(14		)
Debt related costs and other transactions	(2		)	—			(17		)	—			(19		)
Total Cash Flows from Financing Activities	134			(2		)	681			114			927
Effect of exchange rate changes on cash and cash equivalents	—			1			23			—			24
Net Change in Cash and Cash Equivalents	(223		)	1			21			—			(201		)
Cash and Cash Equivalents at Beginning of the Period	792			38			1,175			—			2,005
Cash and Cash Equivalents at End of the Period	$	569		$	39		$	1,196		$	—		$	1,804