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, the $900 million outstanding principal amount of 6.5% senior notes due 2021, 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 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.

In 2013, we revised the presentation of eliminations of certain intercompany transactions solely between Non-guarantor Subsidiaries within the condensed consolidating balance sheet as of December 31, 2012 and within the consolidating statements of operations for the three and six months ended June 30, 2012. The revision did not impact the presentation of amounts in previously issued consolidating financial statements for the Parent Company or Guarantor Subsidiaries columns, nor did it impact amounts previously reported in the Company's Consolidated Statements of Operations or Consolidated Balance Sheets.

Certain eliminations solely between Non-guarantor Subsidiaries that were previously presented within the Consolidating entries and eliminations column are now presented within the Non-guarantor Subsidiaries column. Under the prior presentation, the Non-guarantor Subsidiaries column in the consolidating statement of operations was $2,060 million and $4,657 million higher for both net sales and cost of goods sold and was $38 million and $75 million higher for both interest expense and other (income) expense for the three and six months ended June 30, 2012, respectively, and the Non-guarantor Subsidiaries column in the condensed consolidating balance sheet for the period ended December 31, 2012 was $4,576 million higher for both investments in subsidiaries and Goodyear shareholders' equity, with corresponding offsetting adjustments presented on the same line items in the Consolidating entries and eliminations column. We do not consider these changes in presentation to be material to any previously issued financial statements as the purpose of this footnote is to provide our noteholders with visibility into the entities that provide guarantees in support of the notes, which is disclosed in the Parent Company and Guarantor Subsidiaries columns and are not affected by the revisions described above.

Additionally, to conform to revisions in presentation made in the fourth quarter of 2012, certain intercompany loans for the six months ended June 30, 2012, previously reported as cash flows from operating activities in the Parent Company and Non-guarantor Subsidiaries columns within the condensed consolidating statement of cash flows have been revised to be reported as investing and financing activities. Under the revised presentation, operating, investing and financing cash flows for the Parent Company increased (decreased) by $(150) million, $(36) million and $186 million, respectively; operating, investing and financing cash flows for Non-guarantor Subsidiaries increased (decreased) by $62 million, $(112) million and $50 million, respectively; and amounts presented in the eliminations column for operating, investing and financing cash flows increased (decreased) by $88 million, $148 million and $(236) million, respectively. This revision did not impact amounts previously reported in the Company's Consolidated Statement of Cash Flows.

The Company will revise prior period condensed consolidating financial statements to reflect the revisions discussed above as such financial statements are included in future reports.



	Condensed Consolidating Balance Sheet
	June 30, 2013
(In millions)	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	1,153		$	65	$	1,346	$	—		$	2,564
Accounts Receivable	870			214		1,796		—			2,880
Accounts Receivable From Affiliates	—			779		—		(779		)	—
Inventories	1,260			172		1,790		(84		)	3,138
Prepaid Expenses and Other Current Assets	72			10		297		8			387
Total Current Assets	3,355			1,240		5,229		(855		)	8,969
Goodwill	—			25		497		121			643
Intangible Assets	111			1		27		—			139
Deferred Income Taxes	—			44		130		13			187
Other Assets	261			69		197		—			527
Investments in Subsidiaries	4,022			260		—		(4,282		)	—
Property, Plant and Equipment	2,246			137		4,557		(21		)	6,919
Total Assets	$	9,995		$	1,776	$	10,637	$	(5,024	)	$	17,384
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	800		$	211	$	2,202	$	—		$	3,213
Accounts Payable to Affiliates	615			—		164		(779		)	—
Compensation and Benefits	324			31		336		—			691
Other Current Liabilities	343			53		686		(15		)	1,067
Notes Payable and Overdrafts	—			—		79		—			79
Long Term Debt and Capital Leases Due Within One Year	8			—		117		—			125
Total Current Liabilities	2,090			295		3,584		(794		)	5,175
Long Term Debt and Capital Leases	4,378			—		1,947		—			6,325
Compensation and Benefits	1,951			180		1,002		—			3,133
Deferred and Other Noncurrent Income Taxes	42			11		216		(7		)	262
Other Long Term Liabilities	819			30		162		—			1,011
Total Liabilities	9,280			516		6,911		(801		)	15,906
Commitments and Contingent Liabilities
Minority Shareholders’ Equity	—			—		316		204			520
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Preferred Stock	500			—		—		—			500
Common Stock	246			319		993		(1,312		)	246
Other Equity	(31		)	941		2,174		(3,115		)	(31		)
Goodyear Shareholders’ Equity	715			1,260		3,167		(4,427		)	715
Minority Shareholders’ Equity — Nonredeemable	—			—		243		—			243
Total Shareholders’ Equity	715			1,260		3,410		(4,427		)	958
Total Liabilities and Shareholders’ Equity	$	9,995		$	1,776	$	10,637	$	(5,024	)	$	17,384



	Condensed 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		—		(4,285		)	—
Property, Plant and Equipment	2,260			151		4,565		(20		)	6,956
Total Assets	$	9,630		$	1,727	$	10,539	$	(4,923	)	$	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		993		(1,332		)	245
Other Equity	(375		)	878		2,242		(3,120		)	(375		)
Goodyear Shareholders’ Equity	370			1,217		3,235		(4,452		)	370
Minority Shareholders’ Equity — Nonredeemable	—			—		255		—			255
Total Shareholders’ Equity	370			1,217		3,490		(4,452		)	625
Total Liabilities and Shareholders’ Equity	$	9,630		$	1,727	$	10,539	$	(4,923	)	$	16,973



	Consolidating Statements of Operations
	Three Months Ended June 30, 2013
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	2,072		$	677		$	3,244		$	(1,099	)	$	4,894
Cost of Goods Sold	1,710			620			2,668			(1,152		)	3,846
Selling, Administrative and General Expense	239			43			413			(4		)	691
Rationalizations	4			1			8			—			13
Interest Expense	81			8			30			(17		)	102
Other (Income) Expense	(82		)	10			(9		)	67			(14		)
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	120			(5		)	134			7			256
United States and Foreign Taxes	8			2			51			2			63
Equity in Earnings of Subsidiaries	76			(6		)	—			(70		)	—
Net Income (Loss)	188			(13		)	83			(65		)	193
Less: Minority Shareholders’ Net Income (Loss)	—			—			5			—			5
Goodyear Net Income (Loss)	188			(13		)	78			(65		)	188
Less: Preferred Stock Dividends	7			—			—			—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	181		$	(13	)	$	78		$	(65	)	$	181
Comprehensive Income (Loss)	$	181		$	3		$	7		$	(8	)	$	183
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			(1		)	3			2
Goodyear Comprehensive Income (Loss)	$	181		$	3		$	8		$	(11	)	$	181



	Consolidating Statements 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		$	735		$	3,338		$	(1,097	)	$	5,150
Cost of Goods Sold	1,888			637			2,752			(1,136		)	4,141
Selling, Administrative and General Expense	230			48			421			(2		)	697
Rationalizations	14			1			11			—			26
Interest Expense	62			7			31			(17		)	83
Other (Income) Expense	(38		)	(7		)	10			72			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 (Loss)	—			—			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 Interest	—			—			(14		)	(10		)	(24		)
Goodyear Comprehensive Income (Loss)	$	84		$	59		$	(16	)	$	(43	)	$	84



	Consolidating Statements of Operations
	Six Months Ended June 30, 2013
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	4,081		$	1,348		$	6,418		$	(2,100	)	$	9,747
Cost of Goods Sold	3,445			1,208			5,336			(2,203		)	7,786
Selling, Administrative and General Expense	454			84			803			(5		)	1,336
Rationalizations	5			1			14			—			20
Interest Expense	151			15			54			(33		)	187
Other (Income) Expense	(127		)	4			98			137			112
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	153			36			113			4			306
United States and Foreign Taxes	7			34			59			(18		)	82
Equity in Earnings of Subsidiaries	75			(10		)	—			(65		)	—
Net Income (Loss)	221			(8		)	54			(43		)	224
Less: Minority Shareholders’ Net Income (Loss)	—			—			3			—			3
Goodyear Net Income (Loss)	221			(8		)	51			(43		)	221
Less: Preferred Stock Dividends	15			—			—			—			15
Goodyear Net Income (Loss) available to Common Shareholders	$	206		$	(8	)	$	51		$	(43	)	$	206
Comprehensive Income (Loss)	$	350		$	16		$	(53	)	$	24		$	337
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			(10		)	(3		)	(13		)
Goodyear Comprehensive Income (Loss)	$	350		$	16		$	(43	)	$	27		$	350



	Consolidating Statements 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		$	7,045	$	(2,315	)	$	10,683
Cost of Goods Sold	3,939			1,331			5,887		(2,409		)	8,748
Selling, Administrative and General Expense	431			95			834		(1		)	1,359
Rationalizations	20			1			20		—			41
Interest Expense	128			11			75		(30		)	184
Other (Income) Expense	(18		)	(15		)	18		144			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 (Loss)	—			—			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		$	76		$	125	$	(185	)	$	220
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			20		(4		)	16
Goodyear Comprehensive Income (Loss)	$	204		$	76		$	105	$	(181	)	$	204



	Condensed Consolidating Statement of Cash Flows
	Six Months Ended June 30, 2013
(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	$	(439	)	$	(52	)	$	39		$	(10	)	$	(462	)
Cash Flows from Investing Activities:
Capital Expenditures	(128		)	(9		)	(360		)	4			(493		)
Asset Dispositions	2			—			5			—			7
Government Grants Received	—			—			4			—			4
Increase in Restricted Cash	—			—			(8		)	—			(8		)
Short Term Securities Acquired	—			—			(60		)	—			(60		)
Short Term Securities Redeemed	—			—			48			—			48
Capital Contributions and Loans Incurred	(61		)	—			(170		)	231			—
Capital Redemptions and Loans Paid	214			—			203			(417		)	—
Total Cash Flows from Investing Activities	27			(9		)	(338		)	(182		)	(502		)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	—			4			96			(71		)	29
Short Term Debt and Overdrafts Paid	(71		)	—			(51		)	71			(51		)
Long Term Debt Incurred	900			—			1,215			—			2,115
Long Term Debt Paid	(7		)	—			(632		)	—			(639		)
Common Stock Issued	5			—			—			—			5
Preferred Stock Dividends Paid	(15		)	—			—			—			(15		)
Capital Contributions and Loans Incurred	170			58			3			(231		)	—
Capital Redemptions and Loans Paid	(203		)	—			(214		)	417			—
Intercompany Dividends Paid	—			—			(6		)	6			—
Transactions with Minority Interests in Subsidiaries	—			—			(8		)	—			(8		)
Debt Related Costs and Other Transactions	(16		)	—			—			—			(16		)
Total Cash Flows from Financing Activities	763			62			403			192			1,420
Effect of Exchange Rate Changes on Cash and Cash Equivalents	—			(4		)	(169		)	—			(173		)
Net Change in Cash and Cash Equivalents	351			(3		)	(65		)	—			283
Cash and Cash Equivalents at Beginning of the Period	802			68			1,411			—			2,281
Cash and Cash Equivalents at End of the Period	$	1,153		$	65		$	1,346		$	—		$	2,564



	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	$	12		$	(21	)	$	(381	)	$	(61	)	$	(451	)
Cash Flows from Investing Activities:
Capital Expenditures	(111		)	(7		)	(374		)	2			(490		)
Asset Dispositions	1			—			8			—			9
Increase in Restricted Cash	—			—			(18		)	—			(18		)
Short Term Securities Acquired	—			—			(21		)	—			(21		)
Short Term Securities Redeemed	—			—			4			—			4
Capital Contributions and Loans Incurred	(55		)	—			(150		)	205			—
Capital Redemptions and Loans Paid	19			—			—			(19		)	—
Other Transactions	4			—			—			—			4
Total Cash Flows from Investing Activities	(142		)	(7		)	(551		)	188			(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 Incurred	150			—			55			(205		)	—
Capital Redemptions and Loans Paid	—			—			(19		)	19			—
Intercompany Dividends Paid	—			—			(59		)	59			—
Transactions with Minority Interests in Subsidiaries	(17		)	—			(10		)	—			(27		)
Debt Related Costs and Other Transactions	(63		)	—			—			—			(63		)
Total Cash Flows from Financing Activities	99			—			371			(127		)	343
Effect of Exchange Rate Changes on Cash and Cash Equivalents	—			1			3			—			4
Net Change in Cash and Cash Equivalents	(31		)	(27		)	(558		)	—			(616		)
Cash and Cash Equivalents at Beginning of the Period	916			112			1,744			—			2,772
Cash and Cash Equivalents at End of the Period	$	885		$	85		$	1,186		$	—		$	2,156