Consolidating Financial Information

Certain of our subsidiaries have guaranteed our obligations under the $650 million outstanding principal amount of 10.5% senior notes due 2016, the $1.0 billion outstanding principal amount of 8.25% senior notes due 2020, and the $282 million outstanding principal amount of 8.75% notes due 2020 (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.

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, 2011
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	916		$	108		$	1,748		$	—		$	2,772
Accounts Receivable	984			217			1,648			—			2,849
Accounts Receivable From Affiliates	—			512			204			(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			1,073			5,997			(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			162			4,044			40			6,375
Total Assets	$	10,064		$	1,731		$	15,188		$	(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			34			688			(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			264			3,956			(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			5			199			8			244
Other Long Term Liabilities	778			33			230			—			1,041
Total Liabilities	9,315			596			6,818			(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			333			5,033			(5,366		)	245
Capital Surplus	2,808			39			1,065			(1,104		)	2,808
Retained Earnings	1,187			1,303			2,850			(4,153		)	1,187
Accumulated Other Comprehensive Loss	(3,991		)	(540		)	(1,250		)	1,790			(3,991		)
Goodyear Shareholders’ Equity	749			1,135			7,698			(8,833		)	749
Minority Shareholders’ Equity — Nonredeemable	—			—			268			—			268
Total Shareholders’ Equity	749			1,135			7,966			(8,833		)	1,017
Total Liabilities and Shareholders’ Equity	$	10,064		$	1,731		$	15,188		$	(9,354	)	$	17,629



	Consolidating Balance Sheet
	December 31, 2010
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	792		$	38		$	1,175		$	—		$	2,005
Accounts Receivable	875			219			1,642			—			2,736
Accounts Receivable From Affiliates	—			434			197			(631		)	—
Inventories	1,259			185			1,610			(77		)	2,977
Prepaid Expenses and Other Current Assets	58			5			257			7			327
Total Current Assets	2,984			881			4,881			(701		)	8,045
Goodwill	—			24			476			183			683
Intangible Assets	109			1			51			—			161
Deferred Income Taxes	—			1			58			(1		)	58
Other Assets	241			48			229			—			518
Investments in Subsidiaries	3,879			313			4,324			(8,516		)	—
Property, Plant and Equipment	2,177			172			3,787			29			6,165
Total Assets	$	9,390		$	1,440		$	13,806		$	(9,006	)	$	15,630
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	814		$	140		$	2,153		$	—		$	3,107
Accounts Payable to Affiliates	631			—			—			(631		)	—
Compensation and Benefits	411			34			311			—			756
Other Current Liabilities	369			33			618			(2		)	1,018
Notes Payable and Overdrafts	—			—			238			—			238
Long Term Debt and Capital Leases Due Within One Year	1			—			187			—			188
Total Current Liabilities	2,226			207			3,507			(633		)	5,307
Long Term Debt and Capital Leases	3,573			—			746			—			4,319
Compensation and Benefits	2,296			209			910			—			3,415
Deferred and Other Noncurrent Income Taxes	31			3			202			6			242
Other Long Term Liabilities	620			32			190			—			842
Total Liabilities	8,746			451			5,555			(627		)	14,125
Commitments and Contingent Liabilities
Minority Shareholders’ Equity	—			—			374			210			584
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Preferred Stock	—			—			—			—			—
Common Stock	243			333			5,021			(5,354		)	243
Capital Surplus	2,805			35			1,025			(1,060		)	2,805
Retained Earnings	866			1,098			2,698			(3,796		)	866
Accumulated Other Comprehensive Loss	(3,270		)	(477		)	(1,144		)	1,621			(3,270		)
Goodyear Shareholders’ Equity	644			989			7,600			(8,589		)	644
Minority Shareholders’ Equity — Nonredeemable	—			—			277			—			277
Total Shareholders’ Equity	644			989			7,877			(8,589		)	921
Total Liabilities and Shareholders’ Equity	$	9,390		$	1,440		$	13,806		$	(9,006	)	$	15,630



	Consolidating Statements of Operations
	Year Ended December 31, 2011
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	9,027		$	2,891		$	26,289		$	(15,440	)	$	22,767
Cost of Goods Sold	8,209			2,574			23,732			(15,694		)	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		)	131			654			12			618
United States and Foreign Taxes	37			(52		)	218			(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



	Year Ended December 31, 2010
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Net Sales	$	7,648		$	2,378		$	20,183	$	(11,377	)	$	18,832
Cost of Goods Sold	6,932			2,121			17,893		(11,494		)	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		)	(21		)	42		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 (Loss) Income	(216		)	66			357		(371		)	(164		)
Less: Minority Shareholders’ Net Income	—			—			52		—			52
Goodyear Net (Loss) Income	$	(216	)	$	66		$	305	$	(371	)	$	(216	)



	Consolidating Statements of Operations
	Year Ended December 31, 2009
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	6,702		$	1,747		$	15,244		$	(7,392	)	$	16,301
Cost of Goods Sold	6,216			1,601			13,368			(7,509		)	13,676
Selling, Administrative and General Expense	904			162			1,342			(4		)	2,404
Rationalizations	106			10			111			—			227
Interest Expense	253			23			181			(146		)	311
Other (Income) and Expense	(252		)	(3		)	(84		)	379			40
(Loss) Income before Income Taxes and Equity in Earnings of Subsidiaries	(525		)	(46		)	326			(112		)	(357		)
United States and Foreign Taxes	(99		)	(10		)	114			2			7
Equity in Earnings of Subsidiaries	51			(32		)	—			(19		)	—
Net (Loss) Income	(375		)	(68		)	212			(133		)	(364		)
Less: Minority Shareholders’ Net Income	—			—			11			—			11
Goodyear Net (Loss) Income	$	(375	)	$	(68	)	$	201		$	(133	)	$	(375	)



	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		$	100		$	898		$	(485	)	$	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 restricted cash	(1		)	—			(24		)	—			(25		)
Other transactions	(1		)	—			(4		)	—			(5		)
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		)	(475		)	482			—
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		)	491			489			994
Effect of exchange rate changes on cash and cash equivalents	—			(2		)	(96		)	—			(98		)
Net Change in Cash and Cash Equivalents	124			70			573			—			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		$	108		$	1,748		$	—		$	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		$	43		$	858		$	(255	)	$	924
Cash Flows from Investing Activities:
Capital expenditures	(334		)	(18		)	(583		)	(9		)	(944		)
Asset dispositions	1			—			69			—			70
Capital contributions	—			—			(136		)	136			—
Capital redemptions	16			—			134			(150		)	—
Increase in restricted cash	—			—			(11		)	—			(11		)
Return of investment in The Reserve Primary Fund	26			—			—			—			26

Total Cash Flows from Investing Activities	$	(291	)	$	(18	)	$	(527	)	$	(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		)	(257		)	264			—
Transactions with minority interests in subsidiaries	—			—			(13		)	—			(13		)
Debt related costs and other transactions	(21		)	—			—			—			(21		)
Total Cash Flows from Financing Activities	3			(5		)	(97		)	278			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



	Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2009
(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	$	328		$	1		$	1,188		$	(220	)	$	1,297
Cash Flows from Investing Activities:
Capital expenditures	(270		)	(8		)	(462		)	(6		)	(746		)
Asset dispositions	154			1			20			(132		)	43
Asset acquisitions	—			—			(132		)	132			—
Capital contributions	—			—			(62		)	62			—
Decrease (increase) in restricted cash	2			—			(5		)	—			(3		)
Return of investment in The Reserve Primary Fund	47			—			—			—			47
Other transactions	(1		)	—			(3		)	—			(4		)
Total Cash Flows from Investing Activities	(68		)	(7		)	(644		)	56			(663		)
Cash Flows from Financing Activities:
Short term debt and overdrafts incurred	—			—			85			—			85
Short term debt and overdrafts paid	(18		)	—			(168		)	—			(186		)
Long term debt incurred	1,359			—			667			—			2,026
Long term debt paid	(1,601		)	—			(943		)	—			(2,544		)
Common stock issued	2			—			—			—			2
Capital contributions and loans	—			—			62			(62		)	—
Intercompany dividends paid	—			(19		)	(207		)	226			—
Transactions with minority interests in subsidiaries	—			—			(15		)	—			(15		)
Debt related costs and other transactions	(22		)	—			—			—			(22		)
Total Cash Flows from Financing Activities	(280		)	(19		)	(519		)	164			(654		)
Effect of exchange rate changes on cash and cash equivalents	—			2			46			—			48
Net Change in Cash and Cash Equivalents	(20		)	(23		)	71			—			28
Cash and Cash Equivalents at Beginning of the Year	822			40			1,032			—			1,894
Cash and Cash Equivalents at End of the Year	$	802		$	17		$	1,103		$	—		$	1,922