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 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. Effective in the second quarter of 2012, Wingfoot Mold Leasing Company became a guarantor subsidiary. All periods presented have been restated to reflect Wingfoot Mold Leasing Company as a guarantor subsidiary.

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
	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			4,576			(8,861		)	—
Property, Plant and Equipment	2,260			151			4,565			(20		)	6,956
Total Assets	$	9,630		$	1,727		$	15,115		$	(9,499	)	$	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			5,305			(5,644		)	245
Capital Surplus	2,815			53			1,096			(1,149		)	2,815
Retained Earnings	1,370			1,367			2,879			(4,246		)	1,370
Accumulated Other Comprehensive Loss	(4,560		)	(542		)	(1,469		)	2,011			(4,560		)
Goodyear Shareholders’ Equity	370			1,217			7,811			(9,028		)	370
Minority Shareholders’ Equity — Nonredeemable	—			—			255			—			255
Total Shareholders’ Equity	370			1,217			8,066			(9,028		)	625
Total Liabilities and Shareholders’ Equity	$	9,630		$	1,727		$	15,115		$	(9,499	)	$	16,973



	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 Statements of Operations
	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		$	22,424		$	(13,213	)	$	20,992
Cost of Goods Sold	7,792			2,587			20,198			(13,414		)	17,163
Selling, Administrative and General Expense	895			182			1,652			(11		)	2,718
Rationalizations	38			7			130			—			175
Interest Expense	258			26			287			(214		)	357
Other (Income) and Expense	(152		)	(30		)	(120		)	441			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 (Loss) 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	)



	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		$	26,285		$	(15,437	)	$	22,767
Cost of Goods Sold	8,209			2,574			23,729			(15,691		)	18,821
Selling, Administrative and General Expense	898			185			1,747			(8		)	2,822
Rationalizations	70			3			30			—			103
Interest Expense	247			19			288			(224		)	330
Other (Income) and Expense	(218		)	(21		)	(162		)	474			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	)



	Consolidating Statements of Operations
	Year Ended December 31, 2010
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Net Sales	$	7,648		$	2,377		$	20,179	$	(11,372	)	$	18,832
Cost of Goods Sold	6,932			2,119			17,890		(11,489		)	15,452
Selling, Administrative and General Expense	928			183			1,526		(7		)	2,630
Rationalizations	163			22			55		—			240
Interest Expense	271			17			147		(119		)	316
Other (Income) and Expense	(88		)	(20		)	41		253			186
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	(558		)	56			520		(10		)	8
United States and Foreign Taxes	—			8			163		1			172
Equity in Earnings of Subsidiaries	342			18			—		(360		)	—
Net Income (Loss)	(216		)	66			357		(371		)	(164		)
Less: Minority Shareholders’ Net Income	—			—			52		—			52
Goodyear Net Income (Loss)	$	(216	)	$	66		$	305	$	(371	)	$	(216	)
Comprehensive Income (Loss)	$	(114	)	$	57		$	382	$	(410	)	$	(85	)
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			44		(15		)	29
Goodyear Comprehensive Income (Loss)	$	(114	)	$	57		$	338	$	(395	)	$	(114	)



	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
Capital contributions and loans	(191		)	(27		)	(150		)	368			—
Capital redemptions and loans	81			—			200			(281		)	—
Increase in short term securities	—			—			(29		)	—			(29		)
Other transactions	5			—			12			—			17
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 and loans	150			—			218			(368		)	—
Capital redemptions and loans	(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			—			8			(1		)	76
Asset acquisitions	—			—			(1		)	1			—
Government grants received	—			—			95			—			95
Capital contributions	(14		)	—			(17		)	31			—
Capital redemptions	—			—			38			(38		)	—
Increase in short term securities	—			—			(4		)	—			(4		)
Other transactions	(2		)	—			(24		)	—			(26		)

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 and loans	(101		)	—			132			(31		)	—
Capital redemptions	—			—			(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



	Condensed Consolidating Statement of Cash Flows Year Ended December 31, 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	$	278		$	45		$	718		$	(117	)	$	924
Cash Flows from Investing Activities:
Capital expenditures	(334		)	(20		)	(581		)	(9		)	(944		)
Asset dispositions	1			—			69			—			70
Capital contributions	—			—			(136		)	136			—
Capital redemptions	16			—			134			(150		)	—
Other transactions	26			—			(11		)	—			15
Total Cash Flows from Investing Activities	(291		)	(20		)	(525		)	(23		)	(859		)
Cash Flows from Financing Activities:
Short term debt and overdrafts incurred	3			2			80			—			85
Short term debt and overdrafts paid	—			—			(68		)	—			(68		)
Long term debt incurred	994			—			756			—			1,750
Long term debt paid	(974		)	—			(581		)	—			(1,555		)
Common stock issued	1			—			—			—			1
Capital contributions and loans	—			—			136			(136		)	—
Capital redemptions	—			—			(150		)	150			—
Intercompany dividends paid	—			(7		)	(119		)	126			—
Transactions with minority interests in subsidiaries	—			—			(13		)	—			(13		)
Debt related costs and other transactions	(21		)	—			—			—			(21		)
Total Cash Flows from Financing Activities	3			(5		)	41			140			179
Effect of exchange rate changes on cash and cash equivalents	—			1			(162		)	—			(161		)
Net Change in Cash and Cash Equivalents	(10		)	21			72			—			83
Cash and Cash Equivalents at Beginning of the Year	802			17			1,103			—			1,922
Cash and Cash Equivalents at End of the Year	$	792		$	38		$	1,175		$	—		$	2,005