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. Effective in the second quarter of 2012, Wingfoot Mold Leasing Company became a guarantor subsidiary.

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
	September 30, 2012
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	944		$	105		$	1,208		$	—		$	2,257
Accounts Receivable	902			291			2,362			—			3,555
Accounts Receivable From Affiliates	—			539			247			(786		)	—
Inventories	1,418			202			2,056			(80		)	3,596
Prepaid Expenses and Other Current Assets	68			10			311			8			397
Total Current Assets	3,332			1,147			6,184			(858		)	9,805
Goodwill	—			25			456			174			655
Intangible Assets	110			1			43			—			154
Deferred Income Taxes	—			67			78			—			145
Other Assets	239			50			233			—			522
Investments in Subsidiaries	4,346			352			4,414			(9,112		)	—
Property, Plant and Equipment	2,185			155			4,337			(19		)	6,658
Total Assets	$	10,212		$	1,797		$	15,745		$	(9,815	)	$	17,939
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	808		$	186		$	2,152		$	—		$	3,146
Accounts Payable to Affiliates	786			—			—			(786		)	—
Compensation and Benefits	378			33			365			—			776
Other Current Liabilities	352			45			808			(12		)	1,193
Notes Payable and Overdrafts	—			—			163			—			163
Long Term Debt and Capital Leases Due Within One Year	8			—			102			—			110
Total Current Liabilities	2,332			264			3,590			(798		)	5,388
Long Term Debt and Capital Leases	3,422			—			2,286			—			5,708
Compensation and Benefits	2,386			235			833			—			3,454
Deferred and Other Noncurrent Income Taxes	35			6			224			(2		)	263
Other Long Term Liabilities	807			33			160			—			1,000
Total Liabilities	8,982			538			7,093			(800		)	15,813
Commitments and Contingent Liabilities
Minority Shareholders’ Equity	—			—			416			202			618
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Preferred Stock	500			—			—			—			500
Common Stock	245			338			5,099			(5,437		)	245
Capital Surplus	2,817			49			1,099			(1,148		)	2,817
Retained Earnings	1,370			1,368			2,965			(4,333		)	1,370
Accumulated Other Comprehensive Loss	(3,702		)	(496		)	(1,205		)	1,701			(3,702		)
Goodyear Shareholders’ Equity	1,230			1,259			7,958			(9,217		)	1,230
Minority Shareholders’ Equity — Nonredeemable	—			—			278			—			278
Total Shareholders’ Equity	1,230			1,259			8,236			(9,217		)	1,508
Total Liabilities and Shareholders’ Equity	$	10,212		$	1,797		$	15,745		$	(9,815	)	$	17,939



	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		$	112		$	1,744		$	—		$	2,772
Accounts Receivable	984			217			1,648			—			2,849
Accounts Receivable From Affiliates	—			513			203			(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			1,078			5,992			(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			166			4,040			40			6,375
Total Assets	$	10,064		$	1,740		$	15,179		$	(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			35			687			(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			265			3,955			(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			6			198			8			244
Other Long Term Liabilities	778			32			231			—			1,041
Total Liabilities	9,315			597			6,817			(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			339			5,027			(5,366		)	245
Capital Surplus	2,808			39			1,065			(1,104		)	2,808
Retained Earnings	1,187			1,306			2,847			(4,153		)	1,187
Accumulated Other Comprehensive Loss	(3,991		)	(541		)	(1,249		)	1,790			(3,991		)
Goodyear Shareholders’ Equity	749			1,143			7,690			(8,833		)	749
Minority Shareholders’ Equity — Nonredeemable	—			—			268			—			268
Total Shareholders’ Equity	749			1,143			7,958			(8,833		)	1,017
Total Liabilities and Shareholders’ Equity	$	10,064		$	1,740		$	15,179		$	(9,354	)	$	17,629



	Consolidating Income Statements
	Three Months Ended September 30, 2012
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	2,304		$	780		$	5,591		$	(3,411	)	$	5,264
Cost of Goods Sold	2,038			712			5,038			(3,473		)	4,315
Selling, Administrative and General Expense	217			44			395			(4		)	652
Rationalizations	3			5			18			—			26
Interest Expense	65			8			68			(55		)	86
Other (Income) Expense	(63		)	(5		)	(41		)	108			(1		)
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	44			16			113			13			186
United States and Foreign Taxes	2			5			42			4			53
Equity in Earnings of Subsidiaries	75			6			—			(81		)	—
Net Income (Loss)	117			17			71			(72		)	133
Less: Minority Shareholders’ Net Income	—			—			16			—			16
Goodyear Net Income (Loss)	117			17			55			(72		)	117
Less: Preferred Stock Dividends	7			—			—			—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	110		$	17		$	55		$	(72	)	$	110
Comprehensive Income (Loss)	$	284		$	32		$	134		$	(130	)	$	320
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			33			3			36
Goodyear Comprehensive Income (Loss)	$	284		$	32		$	101		$	(133	)	$	284



	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			50			420			(3		)	677
Rationalizations	19			—			6			—			25
Interest Expense	59			5			73			(51		)	86
Other (Income) Expense	(80		)	(1		)	(55		)	132			(4		)
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	(8		)	38			281			(6		)	305
United States and Foreign Taxes	30			—			65			(1		)	94
Equity in Earnings of Subsidiaries	206			22			—			(228		)	—
Net Income (Loss)	168			60			216			(233		)	211
Less: Minority Shareholders’ Net Income	—			—			43			—			43
Goodyear Net Income (Loss)	168			60			173			(233		)	168
Less: Preferred Stock Dividends	7			—			—			—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	161		$	60		$	173		$	(233	)	$	161
Comprehensive Income (Loss)	$	28		$	77		$	1		$	(97	)	$	9
Less: Comprehensive Income (Loss) Attributable to Minority Interest	—			—			(3		)	(16		)	(19		)
Goodyear Comprehensive Income (Loss)	$	28		$	77		$	4		$	(81	)	$	28



	Consolidating Income Statements
	Nine Months Ended September 30, 2012
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	6,765		$	2,272		$	17,293		$	(10,383	)	$	15,947
Cost of Goods Sold	5,977			2,043			15,582			(10,539		)	13,063
Selling, Administrative and General Expense	648			139			1,229			(5		)	2,011
Rationalizations	23			6			38			—			67
Interest Expense	193			19			218			(160		)	270
Other (Income) Expense	(81		)	(20		)	(98		)	327			128
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	5			85			324			(6		)	408
United States and Foreign Taxes	16			24			122			2			164
Equity in Earnings of Subsidiaries	216			1			—			(217		)	—
Net Income (Loss)	205			62			202			(225		)	244
Less: Minority Shareholders’ Net Income	—			—			39			—			39
Goodyear Net Income (Loss)	205			62			163			(225		)	205
Less: Preferred Stock Dividends	22			—			—			—			22
Goodyear Net Income (Loss) available to Common Shareholders	$	183		$	62		$	163		$	(225	)	$	183
Comprehensive Income (Loss)	$	488		$	107		$	260		$	(315	)	$	540
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			53			(1		)	52
Goodyear Comprehensive Income (Loss)	$	488		$	107		$	207		$	(314	)	$	488



	Consolidating Income Statements
	Nine Months Ended September 30, 2011
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	6,845		$	2,149		$	19,926		$	(11,836	)	$	17,084
Cost of Goods Sold	6,174			1,903			17,927			(11,998		)	14,006
Selling, Administrative and General Expense	674			139			1,292			(7		)	2,098
Rationalizations	56			3			21			—			80
Interest Expense	186			15			168			(128		)	241
Other (Income) Expense	(174		)	(13		)	(94		)	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
Comprehensive Income (Loss)	$	369		$	158		$	345		$	(443	)	$	429
Less: Comprehensive Income Attributable to Minority Shareholders	—			—			59			1			60
Goodyear Comprehensive Income (Loss)	$	369		$	158		$	286		$	(444	)	$	369



	Condensed Consolidating Statement of Cash Flows
	Nine Months Ended September 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	$	219		$	—		$	(283	)	$	(265	)	$	(329	)
Cash Flows from Investing Activities:
Capital expenditures	(165		)	(10		)	(618		)	5			(788		)
Asset dispositions	5			—			9			—			14
Government grants received	—			—			2			—			2
Capital contributions and loans	(55		)	—			(48		)	103			—
Capital redemptions and loans	81			—			—			(81		)	—
Increase in restricted cash	(1		)	—			(16		)	—			(17		)
Other transactions	4			—			(15		)	—			(11		)
Total Cash Flows from Investing Activities	(131		)	(10		)	(686		)	27			(800		)
Cash Flows from Financing Activities:
Short term debt and overdrafts incurred	—			—			74			—			74
Short term debt and overdrafts paid	—			—			(89		)	—			(89		)
Long term debt incurred	800			—			2,242			—			3,042
Long term debt paid	(759		)	—			(1,563		)	—			(2,322		)
Common stock issued	1			—			—			—			1
Preferred stock dividends paid	(22		)	—			—			—			(22		)
Capital contributions and loans	—			—			103			(103		)	—
Capital redemptions and loans	—			—			(81		)	81			—
Intercompany dividends paid	—			—			(260		)	260			—
Transactions with minority interests in subsidiaries	(17		)	—			(6		)	—			(23		)
Debt related costs and other transactions	(63		)	—			—			—			(63		)
Total Cash Flows from Financing Activities	(60		)	—			420			238			598
Effect of exchange rate changes on cash and cash equivalents	—			3			13			—			16
Net Change in Cash and Cash Equivalents	28			(7		)	(536		)	—			(515		)
Cash and Cash Equivalents at Beginning of the Period	916			112			1,744			—			2,772
Cash and Cash Equivalents at End of the Period	$	944		$	105		$	1,208		$	—		$	2,257



	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	)	$	47		$	(324	)	$	(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 and loans	—			—			11			(11		)	—
Intercompany dividends paid	—			—			(240		)	240			—
Transactions with minority interests in subsidiaries	—			—			(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		)	25			312			—			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		$	63		$	1,487		$	—		$	2,126