THE GOODYEAR TIRE & RUBBER COMPANY

PARENT COMPANY STATEMENTS OF OPERATIONS



	Year Ended December 31,
(In millions, except per share amounts)	2012			2011			2010
Net Sales	$	8,898		$	9,027		$	7,648
Cost of Goods Sold	7,792			8,209			6,932
Selling, Administrative and General Expense	895			898			928
Rationalizations	38			70			163
Interest Expense	258			247			271
Other Income	(152		)	(218		)	(88		)
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	67			(179		)	(558		)
United States and Foreign Taxes	23			37			—
Equity in Earnings of Subsidiaries	168			559			342
Net Income (Loss)	212			343			(216		)
Less: Preferred Stock Dividends	29			22			—
Net Income (Loss) available to Common Shareholders	$	183		$	321		$	(216	)
Net Income (Loss) available to Common Shareholders — Per Share of Common Stock
Basic	$	0.75		$	1.32		$	(0.89	)
Weighted Average Shares Outstanding	245			244			242
Diluted	$	0.74		$	1.26		$	(0.89	)
Weighted Average Shares Outstanding	247			271			242

Goodyear Comprehensive Loss	$	(362	)	$	(378	)	$	(114	)

The accompanying notes are an integral part of these financial statements.

THE GOODYEAR TIRE & RUBBER COMPANY

PARENT COMPANY BALANCE SHEETS



	December 31,
(Dollars in millions, except share data)	2012			2011
Assets
Current Assets:
Cash and Cash Equivalents	$	802		$	916
Accounts Receivable, less allowance — $22 ($22 in 2011)	905			984
Inventories:
Raw Materials	290			401
Work in Process	56			63
Finished Goods	917			1,115
	1,263			1,579
Prepaid Expenses and Other Current Assets	64			53
Total Current Assets	3,034			3,532
Intangible Assets	110			110
Other Assets	240			226
Investments in Subsidiaries	3,986			4,067
Property, Plant and Equipment, less accumulated depreciation — $4,084 ($4,016 in 2011)	2,260			2,129
Total Assets	$	9,630		$	10,064
Liabilities
Current Liabilities:
Accounts Payable-Trade	$	779		$	925
Accounts Payable to Affiliates	485			716
Compensation and Benefits	384			445
Other Current Liabilities	350			344
Long Term Debt and Capital Leases Due Within One Year	9			11
Total Current Liabilities	2,007			2,441
Long Term Debt and Capital Leases	3,462			3,271
Compensation and Benefits	2,941			2,793
Deferred and Other Noncurrent Income Taxes	41			32
Other Long Term Liabilities	809			778
Total Liabilities	9,260			9,315
Commitments and Contingent Liabilities
Shareholders’ Equity
Preferred Stock, no par value:
Authorized, 50 million shares, Outstanding shares — 10 million (10 million in 2011)	500			500
Common Stock, no par value:
Authorized, 450 million shares, Outstanding shares — 245 million (245 million in 2011)	245			245
Capital Surplus	2,815			2,808
Retained Earnings	1,370			1,187
Accumulated Other Comprehensive Loss	(4,560		)	(3,991		)
Total Shareholders’ Equity	370			749
Total Liabilities and Shareholders’ Equity	$	9,630		$	10,064

The accompanying notes are an integral part of these financial statements.

THE GOODYEAR TIRE & RUBBER COMPANY PARENT COMPANY STATEMENTS OF SHAREHOLDERS’ EQUITY

													Accumulated
	Preferred Stock			Common Stock									Other			Total
							Capital			Retained			Comprehensive			Shareholders'
(Dollars in millions)	Shares	Amount		Shares	Amount		Surplus			Earnings			Loss			Equity
Balance at December 31, 2009
(after deducting 8,687,196 common treasury shares)				242,202,419	$	242	$	2,783		$	1,082		$	(3,372	)	$	735
Comprehensive income (loss):
Net loss										(216		)				(216		)
Foreign currency translation (net of tax of $1)													55
Amortization of prior service cost and unrecognized gains and losses included in net periodic benefit cost (net of tax of $6)													162
Increase in net actuarial losses (net of tax benefit of $21)													(178		)
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments and settlements (net of tax of $4)													60
Prior service cost from plan amendments (net of tax of $0)													(1		)
Deferred derivative loss (net of tax of $0)													(2		)
Unrealized investment gains (net of tax of $0)													6
Other comprehensive income (loss)																102
Total comprehensive income (loss)																(114		)
Stock-based compensation plans							16									16
Common stock issued from treasury				736,530	1		6									7
Balance at December 31, 2010
(after deducting 7,950,743 common treasury shares)				242,938,949	$	243	$	2,805		$	866		$	(3,270	)	$	644

Balance at December 31, 2010
(after deducting 7,950,743 common treasury shares)	—	$	—	242,938,949	$	243	$	2,805		$	866		$	(3,270	)	$	644
Comprehensive income (loss):
Net income										343						343
Foreign currency translation (net of tax of $0)													(140		)
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost (net of tax of $8)													157
Increase in net actuarial losses (net of tax benefit of $28)													(770		)
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures (net of tax of $1)													18
Deferred derivative gain (net of tax of $1)													3
Reclassification adjustment for amounts recognized in income (net of tax of $2)													6
Unrealized investment gains (net of tax of $0)													5
Other comprehensive income (loss)																(721		)
Total comprehensive income (loss)																(378		)
Stock-based compensation plans							13									13
Preferred stock issued	10,000,000	500					(16		)							484
Preferred stock dividends declared										(22		)				(22		)
Common stock issued from treasury				1,596,892	2		6									8
Balance at December 31, 2011
(after deducting 6,353,851 common treasury shares)	10,000,000	$	500	244,535,841	$	245	$	2,808		$	1,187		$	(3,991	)	$	749

The accompanying notes are an integral part of these financial statements.

THE GOODYEAR TIRE & RUBBER COMPANY PARENT COMPANY STATEMENTS OF SHAREHOLDERS’ EQUITY - (Continued)

													Accumulated
	Preferred Stock			Common Stock									Other			Total
							Capital			Retained			Comprehensive			Shareholders'
(Dollars in millions)	Shares	Amount		Shares	Amount		Surplus			Earnings			Loss			Equity
Balance at December 31, 2011
(after deducting 6,353,851 common treasury shares)	10,000,000	$	500	244,535,841	$	245	$	2,808		$	1,187		$	(3,991	)	$	749
Purchase of subsidiary shares from minority interest							(13		)				5			(8		)
Comprehensive income (loss):
Net income										212						212
Foreign currency translation (net of tax of $0)													51
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost (net of tax of $9)													203
Increase in net actuarial losses (net of tax benefit of $44)													(898		)
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures (net of tax of $1)													9
Prior service credit from plan amendments (net of tax of $3)													72
Deferred derivative loss (net of tax of $0)													(4		)
Reclassification adjustment for amounts recognized in income (net of tax benefit of $3)													(7		)
Other comprehensive income (loss)																(574		)
Total comprehensive income (loss)																(362		)
Stock-based compensation plans							17									17
Preferred stock dividends declared										(29		)				(29		)
Common stock issued from treasury				704,921	—		3									3
Balance at December 31, 2012
(after deducting 5,648,930 common treasury shares)	10,000,000	$	500	245,240,762	$	245	$	2,815		$	1,370		$	(4,560	)	$	370

The accompanying notes are an integral part of these financial statements.

THE GOODYEAR TIRE & RUBBER COMPANY

PARENT COMPANY CONDENSED STATEMENTS OF CASH FLOWS



	Year Ended December 31,
(In millions)	2012			2011			2010
Total Cash Flows from Operating Activities	$	335		$	260		$	278
Cash Flows from Investing Activities:
Capital expenditures	(231		)	(210		)	(334		)
Asset dispositions	5			69			1
Capital contributions and loans	(191		)	(14		)	—
Capital redemptions and loans	81			—			16
Other transactions	5			(2		)	26
Total Cash Flows from Investing Activities	(331		)	(157		)	(291		)
Cash Flows from Financing Activities:
Short term debt and overdrafts incurred	—			—			3
Long term debt incurred	800			400			994
Long term debt paid	(762		)	(750		)	(974		)
Proceeds from issuance of preferred stock	—			484			—
Preferred stock dividends paid	(29		)	(15		)	—
Common stock issued	3			8			1
Capital contributions and loans	150			(101		)	—
Capital redemptions and loans	(200		)	—			—
Transactions with minority interests in subsidiaries	(17		)	(3		)	—
Debt related costs and other transactions	(63		)	(2		)	(21		)
Total Cash Flows from Financing Activities	(118		)	21			3
Net Change in Cash and Cash Equivalents	(114		)	124			(10		)
Cash and Cash Equivalents at Beginning of the Year	916			792			802
Cash and Cash Equivalents at End of the Year	$	802		$	916		$	792

The accompanying notes are an integral part of these financial statements.

THE GOODYEAR TIRE & RUBBER COMPANY

NOTES TO PARENT COMPANY FINANCIAL STATEMENTS

LONG TERM DEBT AND FINANCING ARRANGEMENTS

At December 31, 2012, the Parent Company was a party to various long term financing facilities. Under the terms of these facilities, the Parent Company has pledged a significant portion of its assets as collateral. The collateral includes first and second priority security interests in current assets, certain property, plant and equipment, capital stock of certain subsidiaries, and other tangible and intangible assets. In addition, the facilities contain certain covenants that, among other things, limit the Parent Company’s ability to incur additional debt or issue redeemable preferred stock, make certain restricted payments or investments, incur liens, sell assets, incur restrictions on the ability of the Parent Company’s subsidiaries to pay dividends to the Parent Company, enter into affiliate transactions, engage in sale and leaseback transactions, and consolidate, merge, sell or otherwise dispose of all or substantially all of the Parent Company’s assets. These covenants are subject to significant exceptions and qualifications. The primary credit facilities permit the Parent Company to pay dividends on its common stock as long as no default will have occurred and be continuing, additional indebtedness can be incurred by the Parent Company under the facilities following the dividend payment, and certain financial tests are satisfied.

In addition, in the event that the availability under the Parent Company’s first lien revolving credit facility plus the aggregate amount of Available Cash is less than $200 million, the Parent Company will not be permitted to allow the ratio of EBITDA to Consolidated Interest Expense to be less than 2.0 to 1.0 for any period of four consecutive fiscal quarters. “Available Cash,” “EBITDA” and “Consolidated Interest Expense” have the meanings given them in the first lien revolving credit facility. As provided in the Parent Company’s second lien term loan facility, if the Pro Forma Senior Secured Leverage Ratio (the ratio of Consolidated Net Secured Indebtedness to EBITDA) for any period of four consecutive fiscal quarters is greater than 3.0 to 1.0, before the Parent Company may use cash proceeds from certain asset sales to repay any junior lien, senior unsecured or subordinated indebtedness, the Parent Company must first offer to prepay borrowings under the second lien term loan facility. “Pro Forma Senior Secured Leverage Ratio,” “Consolidated Net Secured Indebtedness” and “EBITDA” have the meanings given them in the second lien term loan facility. For further information, refer to the Note to the Consolidated Financial Statements No. 14, Financing Arrangements and Derivative Financial Instruments.

The first lien revolving credit facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in financial condition since December 31, 2011. The facility also has customary defaults, including a cross-default to material indebtedness of the Parent Company and its subsidiaries.

The annual aggregate maturities of long term debt and capital leases for the five years subsequent to December 31, 2012 are presented below. Maturities of debt credit agreements have been reported on the basis that the commitments to lend under these agreements will be terminated effective at the end of their current terms.



(In millions)	2013		2014		2015		2016		2017
Debt maturities	$	9	$	7	$	4	$	3	$	2

COMMITMENTS AND CONTINGENT LIABILITIES

At December 31, 2012, the Parent Company had binding commitments for raw materials, capital expenditures, utilities and various other types of contracts. Total commitments on contracts that extend beyond the year 2013 are expected to total approximately $114 million. The Parent Company also has off-balance sheet financial guarantees written and other commitments totaling approximately $34 million. In addition, the Parent Company has other contractual commitments, the amounts of which cannot be estimated, pursuant to certain long term agreements under which the Parent Company will purchase varying amounts of certain raw materials and finished goods at agreed upon base prices that may be subject to periodic adjustments for changes in raw material costs and market price adjustments, or in quantities that may be subject to periodic adjustments for changes in the Parent Company's or its suppliers’ production levels.

THE GOODYEAR TIRE & RUBBER COMPANY

NOTES TO PARENT COMPANY FINANCIAL STATEMENTS — (Continued)

At December 31, 2012, the Parent Company had recorded costs related to a wide variety of contingencies. These contingencies included, among other things, environmental matters, workers’ compensation, general and product liability and other matters. For further information, refer to the Note to the Consolidated Financial Statements No. 18, Commitments and Contingent Liabilities.

DIVIDENDS

The Parent Company used the equity method of accounting for investments in consolidated subsidiaries during 2012, 2011 and 2010.

The following table presents cash dividends received during 2012, 2011 and 2010:



(In millions)	2012		2011		2010
Consolidated subsidiaries	$	129	$	172	$	143

There were no stock dividends received from consolidated subsidiaries in 2012, 2011 and 2010.

SUPPLEMENTAL CASH FLOW INFORMATION

The Parent Company made cash payments for interest, net of amounts capitalized in 2012, 2011 and 2010 of $238 million, $235 million and $258 million, respectively. The Parent Company had net cash payments for income taxes in 2012, 2011 and 2010 of $28 million, $47 million and $19 million, respectively.

INTERCOMPANY TRANSACTIONS

The following amounts included in the Parent Company Statements of Operations have been eliminated in the preparation of the consolidated financial statements:



(In millions)	2012			2011			2010
Sales	$	1,050		$	1,076		$	1,129
Cost of Goods Sold	1,041			1,085			1,117
Interest Expense	24			19			11
Other Income	(524		)	(547		)	(413		)
Income before Income Taxes	$	509		$	519		$	414