As a result of our strong operating performance described above, the performance targetspayouts under our annual incentive plan were exceeded and payouts were made rangingranged from 131%38% to 150%148% of target for our named executive officers. In addition, the performance targets for the 20112012 performance periods under our 2009-2011, 2010-2012, 2011-2013 and 2011-20132012-2014 long-term awards were exceeded and payouts were approved for the applicable periods, subject to continued service, at 150%ranging from 141% to 166% of target for our named executive officers.

In response to current executive compensation trends and after considering the results of our 20112012 say-on-pay vote, the Compensation Committee also:

The Compensation Committee also has a number of other policies and practices that we believe are consistent with our performance-based compensation philosophy and serve the long-term interests of our shareholders:

The discussion that follows elaborates onWe feel very positive about the Compensation Committee’s compensation philosophy, compensation decision-making process,progress made in our North American, Latin American and Asia Pacific businesses in 2012 and are confident in our team’s ability to continue delivering improved profitability. Our strategy is clear, and despite challenges we expect to face, we are positioned to deliver sustainable, positive results over the elements of our compensation program, andlong term.

We continue to make the specifics of grants made and payouts approved in 2011necessary adjustments to our named executive officersbusiness now to be prepared when robust growth in lightthe tire industry returns. We are confident in the fundamentals of the challengingtire industry and uncertain economic environment.in our ability to continue our positive momentum.

For additional information regarding total segment operating income, a non-GAAP measure, including a reconciliation to income before income taxes, see Note to the Consolidated Financial Statements No. 7, “Business Segments” in our Annual Report for the year ended December 31, 2012.

Compensation Approach

The key objectives of our executive compensation program are to:

In support of these objectives, we provide executive compensation and benefits that are market-competitive in which a large portion of the total opportunity is variable and tied to our performance and changes in shareholder value over a multi-year period. The key components of compensation provided to our executive officers and how each supports our compensation objectives are presented in the following table:

Component		Description		Participants		Objectives
Performance Share Grants		• Long-term equity incentive program with award payouts tied to achievement of corporate goals over a one-yearthree-year period, with performance targets for each year of the three-year period and stock performance over a three-year vesting period,established on the grant date, subject to a relative total shareholder return modifier over that three-year period.		• Executive officersOfficers (including all named executive officers)		• Link multi-year compensation to changes in share price on both an absolute and relative-to-peer basis over a three-year period, as well as performance against key operational goals   • Facilitate retention   • Align the interests of management with those of shareholders
Executive Performance Plan		• Long-term cash incentive program with award payouts tied to achievement of corporate goals over a three-year period, with performance goalstargets for each year of the three-year period established annually,on the grant date, subject to a relative total shareholder return modifier over that three-year period.		• Key employees (including all named executive officers)		• Link multi-year compensation to performance against key operational goals over a three-year period   • Facilitate retention   • Align the interests of management with those of shareholders
Retirement Programs
Supplementary Pension Plan and Excess Benefit Plans		• Additional retirement benefits		• Key employees (including all named executive officers)		• Facilitate attraction and retention of executive officers   • Provide for retirement replacement income, thereby facilitating an orderly succession of talent within the organization
Qualified Retirement Plans		• Post-retirement benefits		• All U.S. employees		• Necessary to attract and retain employees

Component		Description		Participants		Objectives
Other Executive Benefits
Perquisites		•  Home security systems   •  Tire program   •  Financial planning and tax preparation services   •  Annual physical exams   •  Use of company aircraft (in limited circumstances, and with the executive partially reimbursing the Company)		•  Certain executive officers (including certain of theall named executive officers)		•  Assure protection of executive officers   •  Enable executivesofficers to focus on Company business with minimal disruption
Other Benefits		•  Medical, welfare and other benefits		•  All employees		•  Necessary to attract and retain employees

Compensation Philosophy and Key Principles

The following core principles form the foundation of the compensation program for our executives, including the Chairman, Chief Executive Officer and President (“CEO”)CEO and the other executive officers named in the Summary Compensation Table (together with the CEO,(collectively, the “named executive officers”):

First, compensation programs should motivate our executives to take actions that are aligned with our short- and long-term strategic objectives, and appropriately balance risk versus potential reward.

Second, as executives move to a greater level of responsibility, the percentage of their pay based on performance should increase to ensure the highest level of accountability to shareholders.

Third, performance pay should offer an opportunity for above average compensation when our performance exceeds our goals balanced by the risk of below average compensation when it does not.

Fourth, the percentage of total compensation paid in the form of equity should also increase as executives have increasing responsibility for corporate performance, thereby more closely aligning their interests with those of our shareholders.

In implementing our executive compensation program according to the principles described above, we take into account our challenging financial position, which is driven in part by under-funded legacy pension obligations that do not reflect the cost of our ongoing business operations.

We generally target base salaries for our named executive officers below median market rates, as required byin the aggregate, consistent with the requirements of our master labor agreement with the United Steelworkers (the “USW Agreement”), and we target performance-based and equity compensation at rates that, on average, are either at the median market rate or somewhat above such rate. The actual positioning of target compensation relative to the median varies based on each executive’s experience and skill set, and generally results in executives who are new in their role being placed lower in the range and those with more experience being placed higher in the range. We emphasize variable compensation because it minimizes fixed expense associated with salary and enables annual cash compensation and total compensation to fluctuate directly with performance against operating goals and changes in share price, thereby ensuring thatprice. This approach aligns overall costs are aligned with performance and thatprovides executives receivewith a leveraged and attractive compensation opportunity that varies based on results. This approach also provides an opportunity for actual compensation to exceed targeted market rates through superior performance. Conversely, executives may earn less

than target for performance that does not meet our goals or due to declines in our stock price, and as a result, when our stock price declines and/or specific operating objectives are not attained, realized compensation may fall into the lower quartile relative to market rates.

Consistent with the above philosophy, the Compensation Committee believes that base salary should comprise approximately 20% of “primary compensation,” which we define to include salary, annual cash incentive and long-term compensation. The remaining portion of the primary compensation opportunity is a performance-based mix of annual cash incentive, stock options, performance shares and long-term cash-based incentive awards. The design and mix of our variable compensation has evolved over the past several years to balance cost, share dilution and attraction and retention objectives in support of the core principles described above. The market value of our Common Stock, which continued to experience significant volatility during 2011,2012, and the availability of shares under our equity compensation plans constrain our ability to use stock-based compensation to deliver a specified level of targeted compensation opportunity.

Compensation Decision-Making

Our Board of Directors has delegated to the Compensation Committee of the Board primary responsibility for establishing and administering our compensation programs for executive officers and other key personnel. The Compensation Committee oversees our compensation and benefit plans and policies, administers our stock plans (including reviewing and recommending equity grants to executive officers), and reviews and approves annually all compensation decisions relating to executive officers, including those for the CEO and the other named executive officers.

In performing its duties, the Compensation Committee meets periodically with the CEO to review compensation policies and specific levels of compensation paid to executive officers and other key personnel, and reports and makes recommendations to the Board regarding executive compensation policies and programs. In addition, the CEO annually makes recommendations to the Compensation Committee regarding salary adjustments and the setting of annual incentive targets and awards and long-term compensation targets and awards for executive officers other than himself, including the other named executive officers. In determining the compensation of a named executive officer, the Compensation Committee considers individual performance, our performance and relative shareholder return, the compensation of officers with similar responsibilities at comparable companies, the awards given to the named executive officer in past years, the relationship between the compensation to be received by the officer and the compensation to be received by the other named executive officers (which we refer to as “internal pay equity”), including comparing the relationship to that found at comparable companies, and such other factors that the Committee deems relevant that are discussed elsewhere in this Compensation Discussion and Analysis. For further information regarding the Compensation Committee and its authority and responsibilities, see “Corporate Governance Principles and Board Matters – Compensation Committee” at page 4.

On an ongoing basis, the Compensation Committee reviews our executive compensation practices to determine whether they meet, and are consistent with, the key objectives of our compensation program. The Compensation Committee generally adheres to the guidelines and philosophy described above under “Compensation Philosophy and Key Principles.” However, significant changes in our business or the markets in general, may cause the Compensation Committee to deviate from these guidelines if deemed appropriate. This allows the Compensation Committee to motivate our executives and other key personnel to attain appropriate short-term and long-term performance goals and to manage the Company for sustained long-term growth, serve the best interests of the Company and our shareholders, and attract and retain talented executives.

The Compensation Committee considered the economic and tire industry environment when it established our 2012 executive compensation program in February 2011.2012. The performance targets for the 20112012 performance period under our variable incentive plans would be achieved, at the target performance level, if we successfully executed our operating plan for 2011,2012, which reflected the challenging and uncertain economic and industry environment. The targets the Compensation Committee established were considered aggressive targets, the achievement of which would mean we had successfully met the significant challenges posed by the continuing unevenweak economic

conditions, were a stronger competitor and were poised for future growth. However, inIn light of the lowerhigher overall performance targets relative to pre-recessionaryrecent recessionary periods (2009 to 2011) that were established for the 20112012 awards under our variable incentive plans, the Compensation Committee provided that the maximum award would continue to be 150%200% of target, rather than 200%150% of target, as wasconsistent with our practice prior to the case before 2009.recent recession. In order to further align our long-term incentive plans with shareholder interests, awards made under those plans in 20112012 were subject to an increase or decrease of up to 20% based on our total shareholder return versus the S&P 500 over the three-year period ending on December 31, 2013.2014.

Role of Compensation Consultant

The Compensation Committee has the authority to retain and terminate outside advisors, including compensation consultants, to assist it in evaluating actual and proposed compensation for our executive officers. During 2011,2012, the Compensation Committee retained Frederic W. Cook & Co., Inc., as its independent compensation consultant, to provide advice and assistance on executive compensation matters, including the 20112012 compensation decisions that are discussed elsewhere in this Compensation Discussion and Analysis. As part of its engagement, Frederic W. Cook & Co. reviewed our executive compensation peer group and conducted a competitive analysis of compensation for the named executive officers as well as our operational and stock price performance relative to the peer group. Frederic W. Cook & Co. also assisted the Committee with a variety of other issues, including setting CEO compensation, compensation issues related to leadership succession activities, and the design and establishment of performance goals under our variable incentive plans.plans, and the design of the new Executive Severance Plan and the proposed 2013 Performance Plan. In addition, Frederic W. Cook & Co. reviewed and provided recommendations regarding our non-management director compensation program and made a presentation to the full Board on trends and regulatory developments in executive compensation. A representative of Frederic W. Cook & Co. regularly attends Compensation Committee meetings. Frederic W. Cook & Co. works with Goodyear management only under the direction of the Compensation Committee and does not provide any other advice or consulting services to the Company.

Benchmarking of Primary Compensation

As noted above, the Compensation Committee generally targets primary compensation levels for named executive officers at or slightly above median market rates. For these purposes, the Compensation Committee has determined “market” rates by considering two sources:

For 20112012 compensation decisions, the peer group noted above consisted of:

This peer group was selected because the companies, as a whole, represent organizations of comparable size and complexity that we compete with for executive talent. The peer group includes companies in similar industries with comparable business models and global reach, but does not include other companies in the tire industry because no other U.S.-based tire company is similar in size and complexity to us and non-U.S.-based tire companies do not publish comparable compensation information.

In August 2011,

For 2012 compensation decisions, the Compensation Committee comprehensively reviewed the composition of the peer group using the following criteria: (1) size, including revenues, market capitalization and enterprise value; (2) global manufacturing focus; (3) industry focus, particularly companies in the automotive industry; (4) consumer branded product companies; (5) companies with which we compete for executive talent; and (6) number of employees. As a result of that review, the Compensation Committee removed Emerson Electric, Textron and United Technologies from our 2012 peer group and added Cummins, Ingersoll-Rand, Parker-Hannifin and Stanley Black & Decker. The Compensation Committee may continue to make changes in the peer group from time to time based on the criteria described above or other relevant factors.

Data with respect to comparable elements of primary compensation is compiled for the peer group of companies described above from available sources, including, in most cases, the most recently available annual proxy statements and other SEC filings that address executive compensation matters.

Elements of Compensation

Annual Compensation

Base Salaries

We target base salaries in the aggregate below median market rates, as required by the USW Agreement, and place correspondingly greater emphasis on performance-based incentive and equity compensation. Salary guidelines for each named executive officer’s position are based primarily on market data that we derive through our benchmarking practices, as described above. We also develop salary guidelines from compensation surveys based on revenues of the surveyed companies. In addition to data derived from these surveys, the Compensation Committee reviews general surveys prepared by national human resources consulting firms indicating past, present and annual increases to salaries for executive positions. The Compensation Committee also considers the CEO’s recommendations (other than with respect to his base salary), which are based in substantial part on the guidelines described above as well as on certain subjective factors, including the CEO’s evaluation of the performance of each named executive officer against corporate, operating unit and individual objectives established at the start of each year, their current and future responsibilities, our recent financial performance, retention considerations, internal pay equity, and general economic and competitive conditions.

20112012 Base Salary Decisions

Using the methodologies described above for setting salary guidelines, we compared total compensation levels for our named executive officers and our other executive officers against market compensation data provided by Frederic W. Cook & Co. We concluded that the base salaries of our named executive officers were, in the aggregate, below the market median, consistent with the USW Agreement.

In 2011,2012, the overall increase in base salaries for all executive officers excluding the CEO and executive officers who received significant promotions, was 3.8%4.3%. Base salary increases were determined in February 2011.2012. Messrs. Kramer, Wells, de Bok Ruocco and Bialosky received increases of 4.9%5.0%, 2.8%5.6%, 3.4%5.5% and 4.0%3.8%, respectively. Mr. Kramer, our CEO,Smith, who joined the Company in October 2011, did not receive a base salary increase in 2011.2012. Salaries of the named executive officers in 20112012 were an average of 15%7% lower than the median indicated by the salary guidelines described above. Salaries in 20112012 averaged approximately 20%17% of primary compensation paid to the named executive officers.

Annual Cash Incentives Under the Management Incentive Plan

The Management Incentive Plan, which was approved by our shareholders in 2008, provides annual cash-based incentives for all of the named executive officers and is designed to comply with the performance-based

compensation requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Incentive payments to our named executive officers under the Management Incentive Plan are intended to be fully deductible for federal income tax purposes.

Under the Management Incentive Plan, each participant is eligible to receive a maximum performance award equal to a percentage of the Company’s EBIT for the year. “EBIT,” as defined in the Management Incentive Plan, means the Company’s net sales, less cost of goods sold, and selling, administrative and general expenses, as reported in the Company’s consolidated statement of operations for the year, prior to accrual of any amounts for payment under the Management Incentive Plan, adjusted to eliminate the effects of charges for restructurings, discontinued operations, extraordinary items, other unusual or non-recurring items, and the cumulative effect of tax

or accounting changes, each as defined by generally accepted accounting principles or identified in the Company’s consolidated financial statements, notes to the consolidated financial statements or management’s discussion and analysis of financial condition and results of operations.

Specifically, the CEO is eligible to receive a performance award equal to 0.75% of EBIT and the other named executive officers are each eligible to receive a performance award equal to 0.50% of EBIT. The actual performance award granted to a participant is determined by the Compensation Committee, which retains the discretionary authority to reduce or eliminate (but not increase) a performance award based on its consideration of, among other things, corporate and/or business unit performance against achievement of financial or non-financial goals, economic and relative performance considerations, and assessments of individual performance, which we refer to as the “MIP performance objectives.”

The MIP performance objectives are designed to emphasize important short-term operating and tactical objectives that directly drive the creation of shareholder value and provide appropriate balance with the metrics used in our long-term incentives. An individual’s target incentive level for the award, taking into account the MIP performance objectives, is set annually at rates somewhat above median market levels so that when combined with the below median base salaries required by the USW Agreement, we provide an overall annual compensation opportunity slightly abovenear median market levels. Each MIP performance objective has a target level as well as a threshold and maximum level, which are determined based on the perceived difficulty of the established targets and actual results for those measures in prior years.

Awards are generally paid in cash. However, named executive officers may elect to defer all or a portion of their award in the form of cash or stock units. If deferred in the form of stock units, we will match 20% of the deferred amount with additional stock units that will vest in one year subject to the executive’s continued employment. Any stock units are converted to shares of Common Stock and paid to the participant in January of the fourth year following the end of the plan year under which the award was earned. See “Executive Deferred Compensation Plan” below.

20112012 Annual Incentive Payouts

For 2011,2012, our EBIT, prior to accrual of any amounts for payment under the Management Incentive Plan, was $1,251 million. As a result, Mr. Kramer was eligible to receive a maximum performance award equal to $9,382,500,$1,174 million, and the other named executive officers were each eligible to receive a maximum performance award equal to $6,255,000.

In 2011, the MIP performance objectives under the Management Incentive Plan were as follows:

The Compensation Committee used Corporate EBIT and Operating Unit EBIT to measure our results of operations and operating cash flow to measure our liquidity, which enables us to provide funding for investments in future growth. The Compensation Committee also emphasized the balance between profitability and liquidity by equally weighting EBIT and operating cash flow.

In 2011,2012, the Compensation Committee established the following operating drivers that were consistent with our annual operating plan and are tied to the achievement of important strategic objectives that drive the success of our business:business, which we refer to as our “Strategy Roadmap”:

The Compensation Committee established the MIP performance objectives in February 2011,2012, taking into account the economic environment that is discussed above under the heading “Overview.” The Compensation Committee provided greater focus on the achievement of our profitability measures by increasing the relative weight of Corporate or Operating Unit EBIT to 40% (from 30% in 2010) and decreasing the relative weight of the operating drivers described above to 20% (from 30% in 2010). Consistent with past practices, the Compensation Committee also excluded accelerated depreciation expense related to plant closures from the Corporate EBIT target.and Operating Unit EBIT targets and excluded certain cash payments related to restructuring actions from the operating cash flow targets. In addition, the Compensation Committee adjusted our actual results for overall company operating cash flow for actions taken in 2012 to mitigate the impact of a potential future devaluation of the Venezuelan currency (which, in fact, subsequently occurred in February 2013). The Compensation Committee determined that a negative operating cash flow target was appropriate given our planned capital expenditures of $1.1 billion to $1.3 billion, which enable us to take advantage of future growth opportunities, anticipated global pension contributions of $550 million to $600 million, and interest expense of $360 million to $385 million. Overall, the Compensation Committee believed the MIP performance objectives reflected a significant stretch for the Company given the financial and operating challenges presented by the uncertain economic environment.

In February 2012,2013, the Compensation Committee reviewed actual results for 20112012 with respect to achievement of the company-wide and operating unit MIP performance objectives.

For overall company results (the performance of which is relevant for determining Mr. Kramer’s, Mr. Wells’, Mr. Ruocco’s and Mr. Bialosky’s incentive payments), target Corporate EBIT was $800 million and actual Corporate EBIT was $1,251 million, or 56% above target, and target operating cash flow was $(600) million and actual operating cash flow was $(216) million, or 64% above target. The Compensation Committee determined that a negative operating cash flow target was appropriate given our planned capital expenditures of $1.1 billion to $1.2 billion, which enable us to take advantage of future growth opportunities, anticipated increases in working capital due primarily to higher raw material costs and the need to build inventory levels to support customer service levels, and anticipated global pension contributions of $250 million to $300 million.

The Europe, Middle East and Africa Tire (“EMEA”) unit (the performance of which is relevant for determining Mr. de Bok’s incentive payment) exceededdid not meet either its Operating Unit EBIT target by 63% and exceededthreshold or its operating cash flow threshold by 49%, but fell short of its target.threshold.

The Compensation Committee also considered our achievement of the operating drivers, including the degree of difficulty in achieving our goals under thosethe drivers given the economic environment during 20112012 and other qualitative supporting factors, such as our underlying operating performance. The Committee then assessed whether our performance against the operating drivers was below, at or above target, taking into consideration the qualitative factors described in the preceding sentence. The Committee determined that we met or exceeded threetwo of the fourthree operating drivers but fell short of our cost savings goal.new product vitality goal by approximately two percentage points. In reaching that conclusion, the Committee considered, among other things, the following achievements by Goodyearthe Company and the contributions of each operating unit to those achievements:

Since the Corporate EBIT or Operating Unit EBIT, as the case may be, and overall company operating cash flow targets weretarget was exceeded and EMEA’s operating cash flow thresholdthe Corporate EBIT target was exceeded,nearly met, the Committee determined that the operating driver performance should mirror the calculated performance using the financial performance measures.measures for overall company results. Since EMEA did not meet either its Operating Unit EBIT or operating cash flow thresholds, the Committee determined that EMEA would not receive any payout based upon its operating driver performance. In reaching this decision,these decisions, the Committee considered whether the performance under the financial performance measures and the operating drivers were appropriately aligned, and concluded that they were.

The Compensation Committee then reviewed its assessment of the CEO’s performance during 2011 and the CEO’s assessment of each of the other named executive officer’s performance during 2011,2012, and their respective contributions to our results. In particular, the Compensation Committee considered the CEO’s contributions to the achievement of:

The CEO and the Compensation Committee also considered the contributions of the other named executive officers in furthering the Company’s strategic initiatives described in the preceding bullet points.

The Compensation Committee then establishes an aggregate incentive pool for all officers, and determines the payout for each officer. In this process, the officer’s target incentive amount is first multiplied by the same percentage used to determine the applicable portion of the aggregate incentive pool. (For example, if the portion of the aggregate incentive pool applicable to such officer, e.g., overall company, is funded at 150% of the aggregate target incentive amount, the officer’s individual payout initially would be set at 150% of his individual incentive target.) Then, the CEO assesses the officer’s individual performance and contributions towards Company goals and makes his recommendations with respect to individual payout amounts to the Compensation Committee, which considers the CEO’s recommendations and determines the final payouts. The Compensation Committee undertakes the same process for the CEO and makes the determination as to the final payout amount for the CEO. Officers can earn between 0% and 200% of their target incentive, but the total payout for all officers may not exceed the aggregate incentive pool.

In light of our Corporate EBIT or Operating Unit EBIT, as the case may be, operating cash flow and operating driver performance and the other considerations described above, the Compensation Committee limited the awards for Messrs. Kramer, Wells, RuoccoBialosky and BialoskySmith to payouts of 150%148% and for Mr. de Bok to a payout of 131%38% of their respective target amounts under the 20112012 MIP performance objectives.

The table below presents information regarding the potentialtarget and actual awards for our named executive officers under the Management Incentive Plan:

Long-Term Compensation

Long-term incentives are delivered through grants of stock options and performance shares under our 2008 Performance Plan, a shareholder-approved equity compensation plan, and long-term cash-based incentive awards under our Executive Performance Plan. Long-term performance-based compensation is generally designed to represent approximately 65% of the primary compensation of named executive officers, assuming target performance levels. This is consistent with our emphasis on long-term compensation, which better ties the executive’s compensation to long-term operational success and shareholder value creation. The mix of long-term compensation between stock option grants, performance share grants and cash-based long-term incentives was based, in part, on the market value of our Common Stock, the number of shares available for grant under the 2008 Performance Plan, and considerations relating to managing the dilutive effect of share-based awards. These factors impact our ability to use stock-based compensation to deliver a specified level of targeted compensation opportunity. As a result, the Compensation Committee believes that a cash-based plan, in combination with our stock-based awards, is necessary to provide competitive performance and retention incentives. In order to further align our long-term incentive plans with shareholder interests, performance share and long-term cash-based incentive awards made under those plans are now subject to an increase or decrease of up to 20% based on our total shareholder return versus the S&P 500 over the three-year period of those awards. In addition, the Compensation Committee further revised the design of our performance share and long-term cash-based incentive awards in 2012 by establishing a three-year plan whereby the performance targets for each year of the three-year period are established on the grant date in order to provide greater accountability for long-term results, weighted 50% for the first year, 30% for the second year and 20% for the third year.

The amount and terms of grants to named executive officers under the 2008 Performance Plan and the Executive Performance Plan are based on criteria established by the Compensation Committee and includeconsist of responsibility level, base salary level, current Common Stock market price, officer performance, recent Goodyear performance, internal pay equity, and, with respect to the 2008 Performance Plan, the number of shares available under the plan.

Cash-Based Awards Under the Executive Performance Plan

The Executive Performance Plan provides long-term incentive compensation opportunities in order to motivate key personnel to achieve our long-term business objectives and to attract, retain and reward key personnel.

20112012 Grants Under the Executive Performance Plan

The Compensation Committee granted Executive Performance Plan units in February 20112012 that have the following characteristics:

The number of target units awarded annually to each named executive officer is based on a number of considerations, including market data about competitive long-term compensation, share availability under our equity compensation plans and the CEO’s recommendations (other than with respect to his own award), which are based on the CEO’s evaluation of the performance of each named executive officer, our recent performance, internal pay equity, retention considerations, and general economic and competitive conditions.

The performance criteria for the 20112012, 2013 and 2014 performance periodperiods for the 2011-20132012-2014 awards were, consistent with our strategic plan, based 50% on net income and 50% on total cash flow, net of debt. The same performance criteria were used to measure 2012 performance for the 2011 performance period for the 2009-20112010-2012 and 2010-20122011-2013 awards. Results were based on our consolidated performance, with no award tied to business unit performance. In this manner, the plan balances performance measures used under the Management Incentive Plan and reinforces the need for teamwork among executives. Net income was used as a measure to focus on improvement in profitability. Cash flow focused on our efforts to manage the cash requirements associated with our business, including our debt and pension obligations, and our efforts to improve our capital structure and provide funding for investments in future growth. Adjusting for net debt provides incentive to reduce our obligations, including our debt and pension obligations. The amount of debt that is netted out is equal to the change in our total debt and our cash and cash equivalents, as adjusted for our pension contributions. The Compensation Committee decided to continue to provide for the annual establishment of performance goals for the 2011-2013 awards, subject to a total shareholder return modifier over that three-year period, under the Executive Performance Plan due to the continuing uncertain economic environment and corresponding difficulty in setting multi-year goals.

The Compensation Committee set the performance targets for the 20112012, 2013 and 2014 performance periodperiods in February 2012, taking into account the economic environment that existed in 2011 and that is discussed in more detail above under the heading “Overview.” The Compensation Committee also emphasized the balance between liquidity and profitability by equally weighting net income and cash flow, net of debt. Consistent with past practices, the Compensation Committee adjusted actual company results over the performance period to exclude restructuring charges. In addition, the Compensation Committee adjusted actual company results for total cash flow, net of debt, for actions taken in 2012 to mitigate the impact of a potential future devaluation of the Venezuelan currency (which, in fact, subsequently occurred in February 2013). The goals for total cash flow, net of debt, reflected planned capital investments of $1.1 billion to $1.3 billion, anticipated global pension contributions of $550 million to $600 million, and interest expense of $360 million to $385 million. The performance targets for the 20112012, 2013 and 2014 performance periodperiods would be achieved at the target performance level if we successfully executed our operating planplans for 2011.that three-year period.

The value of the units granted for the 2011-20132012-2014 awards (assuming payout at $100 per unit) represents approximately 60% of the value of total long-term compensation awarded to the named executive officers in 2011.2012. Included in the 2011-20132012-2014 awards were grants of 38,284; 12,500; 13,250; 7,300;45,000; 10,593; 11,178; 8,713; and 8,7139,281 units to Messrs. Kramer, Wells, de Bok, RuoccoBialosky and Bialosky,Smith, respectively.

See “Performance for the 20112012 Performance Period Under the Executive Performance Plan and With Respect to Performance Shares” at page below31 for further information on our achievement of the performance targets.

Performance Shares

We provide performance shares to our executive officers in order to more closely align executive compensation to the performance of our Common Stock. We believe that performance shares, like the cash-based Executive

Performance Plan, drive operational performance while also driving shareholder value creation, thereby better aligning the interests of our executives with those of our shareholders.

20112012 Performance Share Grants

The Compensation Committee granted performance shares under the 2008 Performance Plan in February 20112012 that have the following terms:

The number of performance shares awarded annually to each named executive officer, measured by the percentage of total long-term compensation represented by such shares, is based on a number of considerations, including market data for comparable long-term incentive compensation and the CEO’s recommendations (other than with respect to his own award), which are based in part on certain subjective factors, including the CEO’s evaluation of the performance of each named executive officer, our recent performance, share availability under our equity compensation plans, internal pay equity, retention considerations, and general economic and competitive conditions.

The performance criteria for the 20112012, 2013 and 2014 performance periodperiods for the 2011-20132012-2014 awards were based 50% on net income and 50% on total cash flow, net of debt, as described above under “Cash-Based Awards Under the Executive Performance Plan” in order to align management’s efforts to achieve our goals under our long-term incentive compensation plans. The Compensation Committee decided to continue to provide for a one-year performance period and a three-year vesting period, subject to a total shareholder return modifier over that three-year period, for awards of performance shares due to the continuing uncertain economic environment and corresponding difficulty in setting multi-year goals. The value of the performance shares granted for the 2011-20132012-2014 awards represents approximately 10% of the value of total long-term compensation awarded to the named executive officers in 2011.2012. In 2011,2012, target grants of 43,853; 11,682; 12,580; 8,360;57,959; 13,643; 14,397; 10,794; and 9,13211,454 performance shares for the 2011-20132012-2014 period were made to Messrs. Kramer, Wells, de Bok, RuoccoBialosky and Bialosky,Smith, respectively, having the terms described above.

Performance for the 20112012 Performance Period Under the Executive Performance PlanandWith Respect to Performance Shares

The table below shows the performance goals and corresponding earn out percentages for the 2012 performance period applicable to the third year of the 2010-2012 awards, granted for the 2011 performance period. The goals for total cash flow, netsecond year of debt, reflected planned capital investments of $1.1 billion to $1.2 billion, an increase in working capital due primarily to higher raw material coststhe 2011-2013 awards and the need to build inventory levels to support customer service levels, and anticipated global pension contributionsfirst year of $250 million to $300 million.the 2012-2014 awards.

The Executive Performance Plan and the 2008 Performance Plan permit the Committee to make adjustments to actual company results for the performance measures for extraordinary items and other relevant factors. Over the one-year performance period, actual company results were adjusted to exclude restructuring charges.

The table below shows actual adjusted results with respect to the performance measures during the 20112012 performance period.

During the 20112012 performance period, we faced a number of challenges and took action to meet those challenges, as discussed above under the heading “Overview.” As a result, we exceeded our maximum total cash flow, net of debt targettargets for the 20112012 performance period due to our efforts to manage cash flow during the performance period,

particularly with respect to working capital which was a benefit of $457 million in 2012, and exceeded our maximum net income target for the 20112012 performance period primarily due to price and product mix improvements, cost saving actions and other strategic initiatives we implemented in response to global economic conditions.

Executive Performance Plan

Based on the results during the 20112012 performance period, the Compensation Committee approved earnings on the Executive Performance Plan awards for such period in an amount equal to 150%141% of the target amount per unit.unit for 2010-2012 and 2011-2013 awards (capped at 150% of target) and 166% of the target amount per unit for 2012-2014 awards (capped at 200% of target). The payout of these amounts is contingent upon the named executive officer’s continued service through December 31, 2011 (for 2009-2011 awards), December 31, 2012 (for 2010-2012 awards) and December 31, 2013 (for 2011-2013 awards),during the related three-year period, except in the case of certain events, such as retirement, death, disability or severance following a change-in-control.

The table below shows amounts earned for each of the named executive officers in respect of their grants under the Executive Performance Plan for the 20112012 performance period with respect to their 2009-2011 awards:2010-2012 awards, which represents one-third of the three-year target award opportunity:

The table below shows amounts earned for each of the named executive officers in respect of their grants under the Executive Performance Plan for the 20112012 performance period with respect to their 2010-2012 awards:2011-2013 awards, which represents one-third of the three-year target award opportunity:

The table below shows amounts earned for each of the named executive officers in respect of their grants under the Executive Performance Plan for the 20112012 performance period with respect to their 2011-2013 awards:2012-2014 awards, which represents one-half of the three-year target award opportunity:

For further information on the tax deductibility of awards under the Executive Performance Plan, see “Tax Deductibility of Pay” at page 3837..

Performance Shares

Based on the results during the 20112012 performance period, the Compensation Committee approved earnings with respect to performance share awards for such period in an amount equal to 150%166% of the target number of performance shares.

The table below shows the earnings for each of the named executive officers in respect of their 2011-20132012-2014 grants of performance shares for the 20112012 performance period:period, which represents one-half of the three-year target award opportunity:

Payout of 2009 — 20112010-2012 Long-Term Awards

The Compensation Committee also approved the distribution of shares of Common Stock for previously earned performance shares and the payout of amounts earned under the Executive Performance Plan to the named executive officers, in each case, with respect to the 2009-20112010-2012 awards.

Stock Options

The Compensation Committee annually grants stock options to named executive officers and other key employees to link our executives’ compensation to results earned by shareholders and to build executive stock ownership. Stock options constitute an important element of our long-term incentive compensation program. Because options result in gains only in the event that the stock price appreciates, they serve to align the interests of management with shareholders.

20112012 Stock Option Grants

Stock options granted under the 2008 Performance Plan in 20112012 have the following terms:

All options granted to named executive officers during 20112012 were non-qualified stock options. The portion of long-term incentive compensation provided in the form of stock option grants each year is determined based on the number of available options under the 2008 Performance Plan, as well as market data on long term-compensation. We use a Black-Scholes valuation model to determine the number of stock options needed to provide the desired value consistent with overall median market compensation.

In 2011,2012, grants of 264,833; 70,405; 75,586; 50,480;353,218; 83,147; 87,739; 65,781; and 56,43969,807 stock options were made to Messrs. Kramer, Wells, de Bok, RuoccoBialosky and Bialosky,Smith, respectively, having the terms described above. The value of these stock option grants represents approximately 30% of the value of total long-term compensation awarded to the named executive officers in 2011.

Restricted Stock Awards

The Compensation Committee occasionally grants shares of restricted stock or restricted stock units to named executive officers and other key employees, typically to replace similar stock-based awards or other benefits at a prior employer, to recognize extraordinary effort or for retention purposes. Restricted stock links executives to the results earned by shareholders and builds executive stock ownership.

In December 2011, the Compensation Committee granted 55,000 restricted stock units to each of Messrs. Wells and de Bok and 40,000 restricted stock units to Mr. Ruocco. The restricted stock units will vest and convert into shares of Common Stock three years from the date of grant (in December 2014). The Compensation Committee made these grants in consideration of Mr. Wells’, Mr. de Bok’s and Mr. Ruocco’s significant contributions to Goodyear and importance to Goodyear in the future.2012.

Retirement Benefits

We provide our named executive officers with retirement benefits under both tax-qualified and non-qualified retirement plans. The tax-qualified plan benefits are pursuant to a defined benefit pension plan, the Goodyear Salaried Pension Plan (the “Salaried Plan”), and a defined contribution plan, the Goodyear Employee Savings Plan for Salaried Employees (the “Savings Plan”). The non-qualified plan benefits are pursuant to an unfunded defined benefit plan, the Goodyear Supplementary Pension Plan (the “Supplementary Plan”).

The Salaried Plan is designed to provide tax-qualified pension benefits for U.S.-based salaried employees hired prior to January 1, 2005. The Savings Plan is designed to provide an opportunity for U.S.-based salaried employees to save for retirement on a tax-deferred basis. Messrs. Kramer and Wells participate in the Salaried Plan along with other Goodyear employees. Effective December 31, 2008, the Salaried Plan accrued benefit was frozen. Since that date tax-qualified benefit accruals for Messrs. Kramer and Wells and other Goodyear salaried employees who participate in the Salaried Plan are provided by Company contributions under the retirement contributions feature of the Savings Plan. Salaried employees hired after December 31, 2004, including Messrs. RuoccoBialosky and Bialosky,Smith, also participate in the retirement contributions feature of the Savings Plan. Participants in the Savings Plan, including all of the named executive officers other than Mr. de Bok, are currently eligible to receive Company matching contributions in addition to the retirement contributions described above.

Mr. de Bok does not participate in the Salaried Plan or the Savings Plan, instead he participates in Goodyear’s Netherlands Pension Plan and in government-sponsored (but Company-funded) pension plans in The Netherlands and Belgium.

The Supplementary Plan provides additional pension benefits to executive officers and certain other key individuals identified by the Compensation Committee. All of the named executive officers participate in the Supplementary Plan. The Supplementary Plan provides pension benefits to participants who retire with at least 30 years of service, retire after age 55 with at least ten years of service or retire after age 65 with at least five years of service. However, benefitsBenefits payable under the Supplementary Plan are offset by the amount of any benefits payable under the Salaried Plan, the retirement contributions feature of the Savings Plan, applicable non-U.S. pension plans, and certain prior employer pension plans. The Committee believes supplemental executive retirement plans such as the Supplementary Plan are an important part of executive compensation and are utilized by most large companies, many of which compete with the Company for executive talent. Retirement benefits, including those provided through a supplemental executive retirement plan, are a critical component of an executive’s overall compensation program and are

essential to attracting, motivating and retaining talented executives with a history of leadership and to providing retirement replacement income. Retirement benefits are an important factor in an executive’s decision to accept or reject a new position.

We also maintain a non-qualified unfunded defined benefit Excess Benefit Plan that pays an additional pension benefit over that paid from the Salaried Plan if a participant does not meet the eligibility requirements of the Supplementary Plan. None of the named executive officers are currently eligible to receive a benefit under the

Supplementary Plan because they have not met the age and service requirements discussed in the prior paragraph, and Messrs. de Bok, RuoccoBialosky and BialoskySmith are not eligible to participate in the defined benefit Excess Benefit Plan. The additional benefit under the defined benefit Excess Benefit Plan is equal to the amount a participant would have received from the Salaried Plan but does not because of the limitations imposed by the Internal Revenue Code of 1986, as amended (the “Code”), on pension benefits under qualified plans. This plan is provided to allow the extension of benefits from the qualified plan to individuals whose compensation exceeds the Code limitations for qualified plans. Like the qualified plans, effective December 31, 2008 accruals were frozen under the defined benefit Excess Benefit Plan. For employees hired after December 31, 2004, and for all employees as of December 31, 2008, who do not meet the eligibility requirements of the Supplementary Plan, there is a corresponding non-qualified defined contribution Excess Benefit Plan that mirrors the retirement contributions feature of the Savings Plan. Mr. de Bok is not eligible to participate in the defined contribution Excess Benefit Plan.

For more information regarding the terms of these plans and the named executive officers’ accrued benefits under these plans, see the table captioned“Defined Contribution Plan Benefits” and “Pension Benefits” and the accompanying narrative at page 46.48.

Severance and Change-in-Control Benefits

WeIn February 2013, we amended our Executive Severance Plan (the “Executive Severance Plan”) to provide for the payment of severance benefits to our officers, including the named executive officers uponbut excluding Mr. de Bok, if their employment is terminated under certain typescircumstances during certain periods before or within two years following a change-in-control of terminations of employment.the Company. The Goodyearamendment replaced benefits that were previously provided under the Continuity Plan for Salaried Employees (the “Continuity Plan”) provides certainEmployees. In amending the Executive Severance Plan, we eliminated (a) excise tax gross-up provisions for all officers and (b) the right of any officer to voluntarily terminate their employment following a change-in-control and receive severance benefits to our employees and employeesother than in the case of our subsidiaries who participateGood Reason (as defined in the Executive Performance Plan, Management Incentive Plan, Performance Recognition Plan or Savings Plan.Severance Plan).

The ContinuityExecutive Severance Plan is designed to attract, retain and motivate employees, provide for stability and continuity in the event of an actual or threatened change-in-control, and ensure that our employees are able to devote their full time and attention to the Company’s operations in the event of an actual or threatened change-in-control.

The ContinuityExecutive Severance Plan and the related change-in-control triggers (commonly referred to as “double triggers”) are described in more detail under the heading “Potential Payments Upon Termination or Change-in-Control” at page 49, and generally provide for the payment of severance benefits if employment is terminated under certain circumstances during certain periods before or within two years following a change-in-control of the Company. The change-in-control triggers in our 2008 Performance Plan and our proposed 2013 Performance Plan are substantially similar to those in the ContinuityExecutive Severance Plan. We selected the specific change-in-control triggers used in the ContinuityExecutive Severance Plan and the proposed 2013 Performance Plan, such as the acquisition of 20% or more of Goodyear’s Common Stock, a significant change in the composition of the Board of Directors or the acquisition of actual control of Goodyear, based upon our review of market practices, including provisions included in similar agreements of other public companies, and statutory provisions, such as the Ohio Control Share Acquisition Law, that could also be triggered in the event of a change-in-control.companies. Based upon that review, we determined that the terms and conditions of the ContinuityExecutive Severance Plan, including the specific change-in-control triggers and excise tax gross-up provisions, were consistent with market practices and are a necessary component of a competitive compensation program. We also believe that the Continuity Plan is in the best interests of the Company and our shareholders because it ensures that we will have the continued commitment of our employees in the event of an actual or threatened change-in-control.practices.

The Compensation Committee decided that employees who are hired or promoted and, as a result of that hiring or promotion, would become eligible to receive excise tax gross-ups for the first time on or after February 22, 2010 will not receive any such gross-ups. In addition, executive officers hired or promoted into certain executive positions named in the Continuity Plan on or after February 22, 2010 (including Mr. Kramer, who became CEO on April 13, 2010) will no longer receive severance benefits if they terminate their employment without good reason during the thirteenth month following a change-in-control.

The Goodyear Tire & Rubber Company Executive Severance Plan (the “Severance Plan”) providesalso continues to provide severance benefits to our officers, including each of the named executive officers (other than Mr. de Bok) and certain key employees, if their employment is terminated by us other than for Cause (as defined in the Executive Severance Plan), death or disability, and other than in connection with a change-in-control.

The Compensation Committee believes that our severance benefits are in the best interests of the Company and our shareholders, are a necessary component of a competitive compensation program, and that those severance benefits are not significantly different from the severance benefits typically in place at other companies.

For additional information regarding the terms of the Continuity Plan and theExecutive Severance Plan and benefits payable under those plans,that plan, see “Potential Payments Upon Termination or Change-in-Control” at page 49.51.

Perquisites

We provide certain executive officers, including our named executive officers, with limited personal benefits and perquisites, as described below and in footnote 5 to the Summary Compensation Table at page 41. The Compensation Committee has reviewed and approved the perquisites described below. While the Compensation Committee does not consider these perquisites to be a significant component of executive compensation, it recognizes that such perquisites are an important factor in protecting our executive officers and in enabling them to focus on our business with minimal disruption. We do not provide any tax reimbursements to our executive officers for any of the perquisites we provide them.

Home Security Systems.    We pay for the cost of home security systems for a limited number of executive officers in order to enhance their safety and protect our investment in them. We cover the cost of installation, monitoring and maintenance for these systems.

Use of Company Aircraft.    In limited circumstances, executive officers are permitted to use our company aircraft for personal travel. In these circumstances, the executive is also required to reimburse us for a portion of the cost of such use in an amount determined using the Standard Industry Fare Level.

Tire Program.    We offer our executive officers and Board members the opportunity to receive up to two sets of tires per year at our expense, including the cost of tires, mounting, balancing and disposal fees.

Financial Planning and Tax Preparation Services.    We offer financial assistance to our executive officers to help them cover the cost of financial planning and tax preparation services. In providing this benefit, we seek to alleviate our executives’ concern regarding personal financial planning so that they may devote their full attention to our business. The maximum annual cost to the Company under this program is $9,000 per officer.

Club Memberships.    We pay the annual dues for a corporate club membership that is available to Mr. Kramer. None of the other named executive officers utilize this corporate club membership. The membership is intended to be used primarily for business purposes, although members may use the club for personal purposes so long as they pay all incremental costs, other than the annual dues, related to that personal use.

Annual Physical Exams.    We strongly encourage our executive officers to have an annual comprehensive physical examination which we pay for in order to enhance their physical well-being and protect our investment in them.

Executive Deferred Compensation Plan

The Goodyear Executive Deferred Compensation Plan (the “Deferred Compensation Plan”) is a non-qualified deferred compensation plan that provides named executive officers and other highly compensated employees the opportunity to defer various forms of compensation. The plan provides several deferral period options. During 2011,2012, no named executive officers made deferrals under the Deferred Compensation Plan. For participants, this offers an additional means to save for retirement on a tax-deferred basis. There is no premium or guaranteed return associated with the deferral.any deferred amounts.

For additional information regarding the terms of the deferred compensation plan and participant balances, see “Nonqualified Deferred Compensation” at page 48.51.

Other Benefits

Payments to Expatriate Employees.    Where warranted, we provide tax equalization payments, housing allowances, and other similar benefits to employees, including Mr. de Bok, living outside of their home country to compensate them for the additional costs of those assignments.

Tax Deductibility of Pay

Section 162(m) of the Code provides that compensation paid to a public company’s chief executive officer and its three other highest paid executive officers at the end of the year (other than its chief financial officer) in excess of $1 million is not deductible unless certain requirements have been satisfied. The Compensation Committee believes that awards under the Management Incentive Plan and the 2008 Performance Plan qualify for full deductibility under Section 162(m).

Although compensation paid under the Executive Performance Plan is performance-based, it does not qualify for the deductibility exception for performance-based compensation since that Plan has not been approved by our shareholders. Therefore, payments under the Executive Performance Plan are subject to the Section 162(m) limitation on deductibility. Because of our significant U.S. deferred tax assets from prior periods, the limitation on deductibility has no impact on our financial position. In reviewing and considering payouts or earnings under the Executive Performance Plan, the Compensation Committee considered not only the impact of the lost tax deductions, but also the significant U.S. deferred tax assets available to us from prior periods, as well as the benefits realized by us and our shareholders from the successful efforts of our senior management team. In balancing these considerations, the Compensation Committee concluded that it would be appropriate to approve payouts in respect of the 2009-20112010-2012 grants and earnings for the 20112012 performance period in respect of the 2010-20122011-2013 and 2011-20132012-2014 grants.

Stockholding Guidelines

To better link the interests of management and our stockholders, the Compensation Committee revised ourhas established stockholding guidelines for executive officers effective August 1, 2011.our officers. These guidelines specify a number of shares that our executive officers are expected to accumulate and hold based on a multiple of annual base salary of two times for elected Vice Presidents, three times for Senior Vice Presidents, Executive Vice Presidents and the Presidents of our operating units, and five times for the CEO. Therefore, the stockholding requirement for Mr. Kramer is five times his annual base salary and for Messrs. Wells, de Bok, RuoccoBialosky and BialoskySmith is three times their annual base salary. All shares of Common Stock owned outright by executive officers (or their spouses) and held by them in the Goodyear stock fund of the Savings Plan, and 60% of the shares of restricted stock, restricted stock units and earned (but unvested) performance shares awarded to executive officers and share equivalent units held in our deferred compensation plan, are counted as ownership in assessing compliance with the guidelines. Unexercised stock options and unearned performance shares are not counted toward compliance with the guidelines. The stock price used in assessing compliance with the guidelines as of May 1st of each year will be the average closing stock price for the prior 60-day period. As a result of the adoption of the revised stockholding guidelines, the stockholding requirement for each of our named executive officers increased significantly.

The stockholding guidelines also include stock retention provisions. If an executive officer has met their stockholding requirement, they are required to retain 25% of the net shares received from any exercised options or any vested shares of Common Stock for at least one year from the date of exercise or vesting and may only sell or otherwise dispose of shares to the extent they will still meet their stockholding requirement following that sale or disposition. If an executive officer has not met their stockholding requirement, they are required to retain all of the net shares received from any exercised options or any vested shares of Common Stock, and may not sell or otherwise dispose of shares, until they have met their stockholding requirement unless they demonstrate a need to sell shares due to a financial hardship. Net shares are the shares remaining after payment of the exercise price and/or withholding taxes.

Messrs. de Bok and Ruocco have met their

Following the May 1, 2012 assessment, the stockholding requirement and Messrs. Kramer, Wells and Bialoskyfor each of our named executive officers increased significantly. Our named executive officers are making progress towards satisfying their stockholding requirement.

Insider Trading PolicyRestrictions on Hedging and Pledging

We have adopted, as part of our insider trading policy, prohibitions on the short sale of our Common Stock and other securities and the issuance, purchase or sale of, or trading or dealing in, puts, calls or other options or rights relating to our Common Stock and other securities. These provisions prohibit our directors, executive officers and employees from hedging the risk of their ownership of our Common Stock. We also prohibit our directors, executive officers and employees from holding our Common Stock and other securities in a margin account or otherwise pledging them as collateral for a loan.

Recovery of Compensation (Clawback Policy)

If the Compensation Committee determines that an executive officer has engaged in conduct detrimental to the Company, the Compensation Committee may take a range of actions to remedy this conduct, prevent its recurrence and impose appropriate discipline. Discipline would vary depending on the facts and circumstances, and may include (1) termination of employment, (2) cancelling or reducing any outstanding compensatory grants or awards, (3) initiating an action for breach of fiduciary duty or fraud which could include recovery of any unjustly obtained incentive compensation, and (4) requiring reimbursement of compensation or other payments in accordance with provisions of the Sarbanes-Oxley Act of 2002, our claw-back policy described below or the terms of the relevant compensation plan. These remedies would be in addition to, and not in lieu of, any actions imposed by law enforcement agencies, regulators or other authorities.

Effective for 2012 awards, the Compensation Committee adopted a claw-back policy that effectively contractually extends the claw-back provisions of the Sarbanes-Oxley Act of 2002 that apply to our Chief Executive Officer and Chief Financial Officer to the Presidents of each of our strategic business units and all of our Senior Vice Presidents. If we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement as a result of misconduct, the claw-back policy would permit the Compensation Committee to require reimbursement of (1) any incentive compensation received from us during the one-year period following the publication of misstated financial statements and (2) any profits realized from the sale of our securities during that one-year period. We will make any necessary revisions to our claw-back policy once implementing rules pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 are adopted by the Securities and Exchange Commission and the New YorkThe NASDAQ Stock Exchange.Market.

In addition, under our Executive Performance Plan and equity compensation plans, the Compensation Committee may require a plan participant who engages in competition with us within 18 months after their termination of employment to return or forfeit the realized value of all awards under those plans during such period of time that the Compensation Committee determines. Our Executive Severance Plan also provides for the recovery or forfeiture of severance payments if a person receiving payments pursuant to the plan violates certain confidentiality, non-disparagement, non-solicitation and non-competition covenants.

COMPENSATION COMMITTEE REPORT

We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2011.2012.

The Compensation Committee

Thomas H. Weidemeyer, Chairman

William J. Conaty

W. Alan McCollough

Rodney O’Neal

G. Craig SullivanStephanie A. Streeter

Summary Compensation Table

The table below sets forth information regarding the compensation of the CEO, the Chief Financial Officer of Goodyear (the “CFO”), and the persons who were, at December 31, 2011,2012, the other three most highly compensated executive officers of Goodyear (collectively, the “named executive officers”) for services in all capacities to Goodyear and its subsidiaries during 2009, 2010, 2011 and 2011.2012.