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 nine months ended September 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 $2,195 million and $6,852 million higher for both net sales and cost of goods sold and was $38 million and $113 million higher for both interest expense and other (income) expense for the three and nine months ended September 30, 2012, respectively, and the Non-guarantor Subsidiaries column in the condensed consolidating balance sheet at 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 are 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 nine months ended September 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 $(125) million, $(25) million and $150 million, respectively; operating, investing and financing cash flows for Non-guarantor Subsidiaries increased (decreased) by $(69) million, $(102) million and $171 million, respectively; and amounts presented in the eliminations column for operating, investing and financing cash flows increased (decreased) by $194 million, $127 million and $(321) 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
	September 30, 2013
(In millions)	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	1,085	$	67	$	1,348	$	—		$	2,500
Accounts Receivable	915		251		2,088		—			3,254
Accounts Receivable From Affiliates	—		742		—		(742		)	—
Inventories	1,158		162		1,717		(93		)	2,944
Prepaid Expenses and Other Current Assets	69		11		281		10			371
Total Current Assets	3,227		1,233		5,434		(825		)	9,069
Goodwill	—		25		511		124			660
Intangible Assets	111		1		26		—			138
Deferred Income Taxes	—		45		133		12			190
Other Assets	257		75		218		—			550
Investments in Subsidiaries	4,110		271		—		(4,381		)	—
Property, Plant and Equipment	2,188		141		4,763		(27		)	7,065
Total Assets	$	9,893	$	1,791	$	11,085	$	(5,097	)	$	17,672
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	784	$	206	$	2,094	$	—		$	3,084
Accounts Payable to Affiliates	315		—		427		(742		)	—
Compensation and Benefits	372		34		388		—			794
Other Current Liabilities	343		45		756		(14		)	1,130
Notes Payable and Overdrafts	—		—		44		—			44
Long Term Debt and Capital Leases Due Within One Year	8		—		124		—			132
Total Current Liabilities	1,822		285		3,833		(756		)	5,184
Long Term Debt and Capital Leases	4,377		—		1,989		—			6,366
Compensation and Benefits	1,899		181		1,031		—			3,111
Deferred and Other Noncurrent Income Taxes	43		11		227		(8		)	273
Other Long Term Liabilities	800		30		165		—			995
Total Liabilities	8,941		507		7,245		(764		)	15,929
Commitments and Contingent Liabilities
Minority Shareholders’ Equity	—		—		328		212			540
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Preferred Stock	500		—		—		—			500
Common Stock	247		319		993		(1,312		)	247
Other Equity	205		965		2,268		(3,233		)	205
Goodyear Shareholders’ Equity	952		1,284		3,261		(4,545		)	952
Minority Shareholders’ Equity — Nonredeemable	—		—		251		—			251
Total Shareholders’ Equity	952		1,284		3,512		(4,545		)	1,203
Total Liabilities and Shareholders’ Equity	$	9,893	$	1,791	$	11,085	$	(5,097	)	$	17,672



	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 September 30, 2013
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Net Sales	$	2,131		$	676		$	3,246	$	(1,051	)	$	5,002
Cost of Goods Sold	1,810			605			2,620		(1,089		)	3,946
Selling, Administrative and General Expense	241			43			409		(7		)	686
Rationalizations	1			1			19		—			21
Interest Expense	82			7			28		(17		)	100
Other (Income) Expense	(77		)	(2		)	1		78			—
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	74			22			169		(16		)	249
United States and Foreign Taxes	7			7			41		(1		)	54
Equity in Earnings of Subsidiaries	106			10			—		(116		)	—
Net Income (Loss)	173			25			128		(131		)	195
Less: Minority Shareholders’ Net Income (Loss)	—			—			22		—			22
Goodyear Net Income (Loss)	173			25			106		(131		)	173
Less: Preferred Stock Dividends	7			—			—		—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	166		$	25		$	106	$	(131	)	$	166
Comprehensive Income (Loss)	$	241		$	23		$	164	$	(146	)	$	282
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			33		8			41
Goodyear Comprehensive Income (Loss)	$	241		$	23		$	131	$	(154	)	$	241



	Consolidating Statements of Operations
	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		$	3,396		$	(1,216	)	$	5,264
Cost of Goods Sold	2,038			712			2,843			(1,278		)	4,315
Selling, Administrative and General Expense	217			44			395			(4		)	652
Rationalizations	3			5			18			—			26
Interest Expense	65			8			30			(17		)	86
Other (Income) Expense	(63		)	(5		)	(3		)	70			(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 (Loss)	—			—			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 Interest	—			—			33			3			36
Goodyear Comprehensive Income (Loss)	$	284		$	32		$	101		$	(133	)	$	284



	Consolidating Statements of Operations
	Nine Months Ended September 30, 2013
(In millions)	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Net Sales	$	6,212		$	2,024	$	9,664	$	(3,151	)	$	14,749
Cost of Goods Sold	5,255			1,813		7,956		(3,292		)	11,732
Selling, Administrative and General Expense	695			127		1,212		(12		)	2,022
Rationalizations	6			2		33		—			41
Interest Expense	233			22		82		(50		)	287
Other (Income) Expense	(204		)	2		99		215			112
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	227			58		282		(12		)	555
United States and Foreign Taxes	14			41		100		(19		)	136
Equity in Earnings of Subsidiaries	181			—		—		(181		)	—
Net Income (Loss)	394			17		182		(174		)	419
Less: Minority Shareholders’ Net Income (Loss)	—			—		25		—			25
Goodyear Net Income (Loss)	394			17		157		(174		)	394
Less: Preferred Stock Dividends	22			—		—		—			22
Goodyear Net Income (Loss) available to Common Shareholders	$	372		$	17	$	157	$	(174	)	$	372
Comprehensive Income (Loss)	$	591		$	39	$	111	$	(122	)	$	619
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—		23		5			28
Goodyear Comprehensive Income (Loss)	$	591		$	39	$	88	$	(127	)	$	591



	Consolidating Statements of Operations
	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		$	10,441	$	(3,531	)	$	15,947
Cost of Goods Sold	5,977			2,043			8,730		(3,687		)	13,063
Selling, Administrative and General Expense	648			139			1,229		(5		)	2,011
Rationalizations	23			6			38		—			67
Interest Expense	193			19			105		(47		)	270
Other (Income) Expense	(81		)	(20		)	15		214			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 (Loss)	—			—			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



	Condensed Consolidating Statement of Cash Flows
	Nine Months Ended September 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	$	(362	)	$	(34	)	$	135		$	(37	)	$	(298	)
Cash Flows from Investing Activities:
Capital Expenditures	(132		)	(12		)	(600		)	10			(734		)
Asset Dispositions	2			—			6			—			8
Government Grants Received	—			—			6			—			6
Decrease in Restricted Cash	—			—			3			—			3
Short Term Securities Acquired	—			—			(89		)	—			(89		)
Short Term Securities Redeemed	—			—			81			—			81
Capital Contributions and Loans Incurred	(61		)	—			(170		)	231			—
Capital Redemptions and Loans Paid	214			—			364			(578		)	—
Total Cash Flows from Investing Activities	23			(12		)	(399		)	(337		)	(725		)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	—			(11		)	94			(53		)	30
Short Term Debt and Overdrafts Paid	(53		)	—			(89		)	53			(89		)
Long Term Debt Incurred	900			—			1,252			—			2,152
Long Term Debt Paid	(8		)	—			(652		)	—			(660		)
Common Stock Issued	15			—			—			—			15
Preferred Stock Dividends Paid	(22		)	—			—			—			(22		)
Capital Contributions and Loans Incurred	170			58			3			(231		)	—
Capital Redemptions and Loans Paid	(364		)	—			(214		)	578			—
Intercompany Dividends Paid	—			—			(27		)	27			—
Transactions with Minority Interests in Subsidiaries	—			—			(10		)	—			(10		)
Debt Related Costs and Other Transactions	(16		)	—			—			—			(16		)
Total Cash Flows from Financing Activities	622			47			357			374			1,400
Effect of Exchange Rate Changes on Cash and Cash Equivalents	—			(2		)	(156		)	—			(158		)
Net Change in Cash and Cash Equivalents	283			(1		)	(63		)	—			219
Cash and Cash Equivalents at Beginning of the Period	802			68			1,411			—			2,281
Cash and Cash Equivalents at End of the Period	$	1,085		$	67		$	1,348		$	—		$	2,500



	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	$	94		$	—		$	(352	)	$	(71	)	$	(329	)
Cash Flows from Investing Activities:
Capital Expenditures	(165		)	(10		)	(618		)	5			(788		)
Asset Dispositions	5			—			9			—			14
Government Grants Received	—			—			2			—			2
Increase in Restricted Cash	(1		)	—			(16		)	—			(17		)
Short Term Securities Acquired	—			—			(25		)	—			(25		)
Short Term Securities Redeemed	—			—			10			—			10
Capital Contributions and Loans Incurred	(80		)	—			(150		)	230			—
Capital Redemptions and Loans Paid	81			—			—			(81		)	—
Other Transactions	4			—			—			—			4
Total Cash Flows from Investing Activities	(156		)	(10		)	(788		)	154			(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 Incurred	150			—			80			(230		)	—
Capital Redemptions and Loans Paid	—			—			(81		)	81			—
Intercompany Dividends Paid	—			—			(66		)	66			—
Transactions with Minority Interests in Subsidiaries	(17		)	—			(6		)	—			(23		)
Debt Related Costs and Other Transactions	(63		)	—			—			—			(63		)
Total Cash Flows from Financing Activities	90			—			591			(83		)	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