Board’s Role in Risk Oversight

Management continually monitors the material risks facing the Company, including competitive, financial (accounting, liquidity and tax), legal, operational, regulatory and strategic risks. The Board as

CORPORATEGOVERNANCEPRINCIPLESANDBOARDMATTERS 

a whole has responsibility for oversight of management’s identification and management of, and planning for, those risks. Reviews of certain areas are conducted by relevant Board Committees that report their deliberations to the Board.

The Board and its Committees oversee risks associated with their principal areas of focus, as summarized below. The Board and its Committees exercise their risk oversight function by carefully evaluating the reports they receive from management and by making inquiries of management with respect to areas of particular interest to the Board. Board oversight of risk is enhanced by the fact that the Lead Director and Chairman attend virtually all Committee meetings and that Committee reports are provided to the full Board following each Committee meeting. We believe that our leadership structure also enhances the Board’s risk oversight function since our Lead Director regularly discusses the material risks facing the Company with management. The Chairman is also expected to report candidly to his fellow directors on his assessment of the material risks we face, based upon the information he receives as part of his management responsibilities. Both the Lead Director and the Chairman are well-equipped to lead Board discussions on risk issues.

Consideration of Director Nominees

The policy of the Governance Committee is to consider properly submitted shareholder nominations of candidates for membership on the Board as described below under “Identifying and Evaluating Nominees for Director.” In evaluating such nominations, the Governance Committee seeks to address the criteria described below under “Director Selection Guidelines.”

Any shareholder desiring to submit a proposed candidate for consideration by the Governance Committee should send the name of such proposed candidate, together with biographical data and

CORPORATEGOVERNANCEPRINCIPLESANDBOARDMATTERS 

background information concerning the candidate, to the Office of the Secretary, The Goodyear Tire & Rubber Company, 1144 East Market Street,200 Innovation Way, Akron, Ohio 44316-0001.

Director Selection Guidelines

The Board of Directors has approved guidelines for selecting directors as part of our Corporate Governance Guidelines. Criteria considered in the selection of directors include:

In order to provide a diversity of perspectives in Board deliberations, the nominating process should also attempt to ensure that the Board as a whole reflects diverse business experience, substantive expertise, skills and background, as well as diversity in personal characteristics, such as age, gender and ethnicity. A person’s ability to satisfy Goodyear’s independence standards and those of the New YorkThe NASDAQ Stock ExchangeMarket may also be evaluated.

Identifying and Evaluating Nominees for Director

The Governance Committee is responsible for identifying, screening and recommending persons for nomination to the Board. The Governance Committee considers candidates for Board membership suggested by its members and other Board members, as well as management and shareholders. On occasion, the Committee may also retain third-party executive search firms to identify candidates. In addition, under our prior master labor agreement with the USW, the USW had the right to nominate a candidate for consideration for membership on the Board. Mr. Wessel, who became a director in December 2005, was identified and recommended by the USW. Mr. Morell was initially identified as a potential candidate for Board membership by management.

Once a prospective nominee has been identified, the Committee makes an initial determination as toon whether to conduct a full evaluation of the candidate. This initial determination is based on whatever information is provided to the Committee with the recommendation of the prospective candidate, as well as the Committee’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination is based primarily on the need for additional Board members and the likelihood that the prospective nominee can satisfy the director selection guidelines described above. If the Committee determines, in consultation with the Chairman of the Board, the Lead Director and other Board members as appropriate, that additional consideration is warranted, it may request a third-party search firm to

CORPORATEGOVERNANCEPRINCIPLESANDBOARDMATTERS 

gather additional information about the prospective nominee’s background and experience and to report its findings to the Committee. The Committee then evaluates the prospective nominee against the standards and qualifications set out in Goodyear’s director selection guidelines. The Committee also considers such other relevant factors as it deems appropriate, including the balance of management and independent directors and the evaluations of other prospective nominees. As described above under “Director Selection Guidelines,” diversity is among the many factors that the Committee considers in evaluating prospective nominees. We consider the members of our Board to have a diverse set of business and personal experiences, backgrounds and expertise, and to be diverse in terms of age, gender and ethnicity.

In connection with this evaluation, the Committee determines whether to interview the prospective nominee, and if warranted, the Lead Director, the Chairman of the Committee, one or more other members of the Committee, and others as appropriate, interview prospective nominees in person or by telephone. After completing this evaluation and interview, the Committee makes a recommendation to the full Board as to the persons who should be elected to the Board, and the Board makes its decision after considering the recommendation and report of the Committee.

ELECTIONOFDIRECTORS 

ELECTION OF DIRECTORS

(ItemITEM 1 on your Proxy)ON YOUR PROXY)

The Board of Directors has selected the following tentwelve nominees recommended by the Governance Committee for election to the Board of Directors. The directors will hold office from their election until the next Annual Meeting of Shareholders, or until their successors are elected and qualified. If any of these nominees for director becomes unavailable, the persons named in the proxy intend to vote for anyan alternate designated by the current Board of Directors.

WILLIAM J. CONATY

Current Principal Occupation: President of Conaty Consulting LLC and Advisory Partner of Clayton, Dubilier & Rice, LLC

Goodyear Director Since:August 1, 2011

Current Goodyear Committee Assignments:

Description of Business Experience:

Mr. Conaty served as Senior Vice President of Corporate Human Resources for General Electric Company from 1993 to 2007. He joined General Electric in 1967 and in his 40-year career, moved through a progression of leadership roles in the company’s transportation, aerospace and aircraft engines businesses. Following his retirement from General Electric, he formed Conaty Consulting LLC and joined Clayton, Dubilier & Rice as an advisory partner. He is also serves on the advisory board of Cornell University’s Center for Advanced Human Resource Studies and is a trustee of Bryant University and Dartmouth-Hitchcock Hospital.

Mr. Conaty has extensive human resources, executive compensation and executive management experience from his long and successful tenure at General Electric. His skills in coaching and developing leaders and teams are an asset to both the Board of Directors and Goodyear, particularly with respect to talent development, succession planning, labor relations and executive compensation matters.

Other Public Company Directorships Held Since January 1, 2007:2009:

Age:6668

ELECTIONOFDIRECTORS 

JAMES A. FIRESTONE

Current Principal Occupation: Executive Vice President and President, Corporate Strategy and Asia Operations of Xerox Corporation

Goodyear Director Since:December 3, 2007

Current Goodyear Committee Assignments:

Description of Business Experience:

Mr. Firestone is an Executive Vice President of Xerox Corporation and has been President, Corporate Strategy and Asia Operations since September 2008.January 1, 2014. Mr. Firestone was President, Corporate Operations from October 2008 to December 2013 and President of Xerox North America from October 2004 to September 2008. He has also served as head of Xerox’s channels group and as chief strategy officer.group. Before joining Xerox in 1998, Mr. Firestone worked for IBM Corporation as general manager of the Consumer Division and for Ameritech Corporation as president of Consumer Services. He began his business career in 1978 with American Express, where during his 15-year tenure he ultimately rose to President, Travelers Cheques.

Mr. Firestone has extensive executive management experience in positions of increasing responsibility, including most recently as a senior executive officer of Xerox Corporation, which is of similar size and global complexity as Goodyear. He also has over 1620 years of profit and loss management responsibility, as well as over 1015 years of international business experience while working in Japan for American Express.and dealing with joint ventures. These experiences provide him with unique and valuable insights as a director of Goodyear, particularly with respect to operations and finance matters.

Other Public Company Directorships Held Since January 1, 2007:2009:

Age:5759

WERNER GEISSLER

Current Principal Occupation:  Vice Chairman, Global Operations of The Procter & Gamble Company

Goodyear Director Since:February 21, 2011

Current Goodyear Committee Assignments:

ELECTIONOFDIRECTORS 

Description of Business Experience:

Mr. Geissler has been Vice Chairman, Global Operations of The Procter & Gamble Company since August 2007 and was Group President, Central & Eastern Europe, Middle East and Africa from July 2004 to July 2007. He joined Procter & Gamble in 1979 and has held positions of increasing responsibility in various brand and general management and operations roles in Europe, the Middle East, Central Asia, Japan, Africa and the United States. He is also a member of the Supervisory Board and Audit Committee of the International Management Development SchoolInstitute in Lausanne, Switzerland, a leading global institution for senior management education.

Mr. Geissler, a native of Germany, has deep executive management experience, including as a senior executive officer of Procter & Gamble, where he currently oversees Procter & Gamble’s extensive worldwide business operations. He has significant international business experience and profit and loss management responsibility. These experiences provide him with valuable insights as a director of Goodyear, particularly with respect to consumer marketing, and international, operations and finance matters.

Other Public Company Directorships Held Since January 1, 2007:2009:

Age:5860

PETER S. HELLMAN

Current Principal Occupation: Retired. Formerly President and Chief Financial and Administrative Officer of Nordson Corporation

Goodyear Director Since:October 5, 2010

Current Goodyear Committee Assignments:

Description of Business Experience:

Mr. Hellman retired from Nordson Corporation, a designer, manufacturer and marketer of industrial equipment, in 2008 after a career of over 20 years with large, multinational companies in both financial and operating executive positions. Mr. Hellman was President and Chief Financial and Administrative Officer of Nordson Corporation from 2004 to January 2008 and Executive Vice President and Chief Financial and Administrative Officer from 2000 to 2004. Prior to joining Nordson in 2000, Mr. Hellman was with TRW Inc. for 10 years and held various positions, including as President and Chief Operating Officer and as Chief Financial Officer. Mr. Hellman also serves on the boards of several nonprofit organizations.

ELECTIONOFDIRECTORS 

Mr. Hellman has significant financial reporting expertise due to his service as a Chief Financial Officer at both Nordson and TRW, providing him with the necessary skills to be Chairman of our Audit Committee, where he also qualifies as an “audit committee financial expert.” He also has extensive operational experience at both companies. In addition, Mr. Hellman has served on public company boards for over 1719 years. Through his board and management experience, Mr. Hellman also has significant experience with corporate governance practices and legal and regulatory compliance issues. Mr. Hellman’s financial and operating experience, business leadership skills and board experience enable him to provide valuable contributions as a Goodyear director.

Other Public Company Directorships Held Since January 1, 2007:2009:

Age:6264

RICHARD J. KRAMER

Current Principal Occupation: Chairman of the Board, Chief Executive Officer and President of Goodyear

Goodyear Director Since: February 22, 2010

Description of Business Experience:

Mr. Kramer joined Goodyear in March 2000 as Vice President — Corporate Finance, serving in that capacity as Goodyear’s principal accounting officer until August 2002, when he was elected Vice President, Finance — North American Tire. In August 2003, he was named Senior Vice President, Strategic Planning and Restructuring, and in June 2004 was elected Executive Vice President and Chief Financial Officer. Mr. Kramer was elected President, North American Tire in March 2007 and continued to serve as Chief Financial Officer until August 2007. In June 2009, Mr. Kramer was elected Chief Operating Officer and continued to serve as President, North American Tire until February 16, 2010. He was elected Chief Executive Officer and President effective April 13, 2010 and Chairman effective October 1, 2010. Prior to joining Goodyear, Mr. Kramer was with PricewaterhouseCoopers LLP for 13 years, including two years as a partner.

Mr. Kramer has been an executive officer of Goodyear for 1214 years. Mr. Kramer has held several key positions at Goodyear and has had a critical role in creating our strategy and strengthening our leadership teams as Chief Executive Officer and previously as Chief Financial Officer and as President, North American Tire. Mr. Kramer’s deep knowledge of Goodyear, global markets, manufacturing, finance and accounting provides our Board with valuable perspectives that are necessary to advance Goodyear’s business and the interests of our shareholders.

ELECTIONOFDIRECTORS 

Mr. Kramer does not serve on any Board committees.

Other Public Company Directorships Held Since January 1, 2007:2009:

Age:4850

W. ALAN McCOLLOUGH

Current Principal Occupation: Retired. Formerly Chairman and Chief Executive Officer of Circuit City Stores, Inc.

Goodyear Director Since:April 10, 2007

Current Goodyear Board Assignments:

Current Goodyear Committee Assignments:

Description of Business Experience:

Mr. McCollough joined Circuit City Stores, Inc., a consumer electronics retailer, in 1987 as general manager of corporate operations, and was named assistant vice president in 1989, president of central operations in 1991, and

senior vice president of merchandising in 1994. He served as President and Chief Operating Officer from 1997 to 2000 and as President and Chief Executive Officer from 2000 to 2002. Mr. McCollough was elected Chairman, President and Chief Executive Officer of Circuit City in 2002 and served in those capacities until 2005. He remained Chief Executive Officer until February 2006 and Chairman until his retirement in June 2006. Mr. McCollough also serves as a trustee of the Joslin Diabetes Center, a nonprofit organization.

Mr. McCollough has extensive senior executive management experience, particularly in operations and consumer merchandising and marketing. His experience as Chairman and Chief Executive Officer of Circuit City provides him with the necessary skills to be Lead Director.Director and serve on our Audit Committee, where he also qualifies as an “audit committee financial expert.” Mr. McCollough’s past service as Chairman of Circuit City, as well as his current service on other public company boards of directors, provides us with important perspectives on corporate governance and executive compensation matters.

Other Public Company Directorships Held Since January 1, 2007:2009:

Age:6264

ELECTIONOFDIRECTORS 

SHIRLEY D. PETERSONJOHN E. McGLADE

Current Principal Occupation: Retired. Formerly a partner in the law firmChairman, President and Chief Executive Officer of Steptoe & Johnson LLPAir Products and Chemicals, Inc.

Goodyear Director Since:April 13, 2004December 5, 2012

Current Goodyear Committee Assignments:

Description of Business Experience:

Mrs. Peterson wasMr. McGlade has been Chairman, President and Chief Executive Officer of Hood College,Air Products and Chemicals, Inc., a liberal arts collegeglobal provider of atmospheric, process and specialty gases, since March 2008. He joined Air Products in Frederick, Maryland, from 1995 to 2000. From 1989 to 1993 she served in1976 and held various positions of increasing responsibility, including as Group Vice President, Chemicals Group, and President and Chief Operating Officer. Mr. McGlade also serves on the U.S. Government, first appointed by President George H.W. Bush as Assistant Attorney General in the Tax Divisionboard of directors of the DepartmentAmerican Chemistry Council.

Mr. McGlade has strong leadership skills and extensive management, international and operating experience, including as Chief Executive Officer of Justice, thenAir Products. He has also had responsibility for the environment, health, safety and quality function during his career at Air Products. These experiences provide him with unique and valuable insights as Commissionera director of the Internal Revenue Service. She was also a partner in the law firm of Steptoe & Johnson LLP where she served a total of 22 years from 1969Goodyear, particularly with respect to 1989 and from 1993 to 1994. Mrs. Peterson was a Trustee of Bryn Mawr College from 1994 to 2007 and is currently a Trustee Emerita.operations matters.

Mrs. Peterson’s legal, financial and executive management experience from both the public and private sectors provides Goodyear with important perspectives on accounting, tax and regulatory issues, and corporate governance matters. She serves, and has served, on several public company boards, including diverse committee assignments. Her public company board experience, particularly her service on several governance and audit committees, provides us with valuable perspectives on the policies and practices of other public companies, including several in the manufacturing sector.

Other Public Company Directorships Held Since January 1, 2007:2009:

Age:7060

MICHAEL J. MORELL

Current Principal Occupation: Chief Executive Officer and President, Morell Consulting. Formerly Deputy Director of the Central Intelligence Agency

Goodyear Director Since:January 7, 2014

Current Goodyear Committee Assignments:

ELECTIONOFDIRECTORS 

Description of Business Experience:

Mr. Morell retired from the Central Intelligence Agency in 2013 following a 33-year career, including serving as Deputy Director from May 2010 to August 2013 and as Director for Intelligence from May 2008 to April 2010. He also served as Acting Director on two occasions. Mr. Morell has received numerous intelligence and defense awards for his service to the United States.

Mr. Morell has extensive leadership and management experience through his positions with the Central Intelligence Agency, a large and complex global government agency. He also possesses extensive knowledge of national security issues, such as cybersecurity, terrorism and political and economic instability, which directly impact global businesses. These experiences, combined with his strong critical thinking and problem solving skills, will make Mr. Morell a valuable contributor to the Board of Directors.

Other Public Company Directorships Held Since January 1, 2009:

Age:55

RODERICK A. PALMORE

Current Principal Occupation:  Executive Vice President, General Counsel, Chief Compliance and Risk Management Officer, and Secretary of General Mills, Inc.

Goodyear Director Since:August 7, 2012

Current Goodyear Committee Assignments:

Description of Business Experience:

Mr. Palmore joined General Mills, a global manufacturer and marketer of food products, as Executive Vice President, General Counsel, Chief Compliance and Risk Management Officer, and Secretary in February 2008. From 1996 to 2008, he worked for Sara Lee Corporation in a variety of legal leadership roles, ultimately becoming Executive Vice President, General Counsel and Secretary. Prior to 1996, he worked at the U.S. Department of Justice and in private practice.

In his role at General Mills, he is responsible for the company’s worldwide legal activities, corporate ethics, compliance, and corporate security. Through his experience as general counsel of consumer

ELECTIONOFDIRECTORS 

product public companies, in private practice and as an Assistant U.S. Attorney, Mr. Palmore has extensive experience in corporate governance and the legal issues facing Goodyear. In addition, his experience provides him with strong risk management skills. This broad business knowledge and public board experience, as well as his strong leadership skills, will be valuable assets to the Board of Directors.

Other Public Company Directorships Held Since January 1, 2009:

Age:62

STEPHANIE A. STREETER

Current Principal Occupation:  Chief Executive Officer of Libbey Inc.

Goodyear Director Since:October 7, 2008

Current Goodyear Committee Assignments:

Description of Business Experience:

Ms. Streeter joined Libbey Inc., a producer of glass tableware products, as Chief Executive Officer on August 1, 2011. Previously, Ms. Streeter was with Banta Corporation, a provider of printing and supply chain management services, serving as President and Chief Operating Officer beginning in January 2001, and was elected Chief Executive Officer in 2002 and Chairman in 2004. She served as Chairman, President and Chief Executive Officer of Banta until its acquisition by R.R. Donnelley & Sons in 2007. Ms. Streeter also spent 14 years with Avery Dennison Corporation in a variety of product and business management positions, including as Group Vice President of Worldwide Office Products from 1996 to 2000. Ms. Streeter was a member of the board of directors of the United States Olympic Committee from 2004 to 2009, where she also served as Acting Chief Executive Officer from March 2009 to March 2010. She also serves on the board of Catalyst, a nonprofit organization.

Ms. Streeter has extensive senior executive management experience. Her experiences as Chief Executive Officer of Libbey, as Chairman, President and Chief Executive Officer of Banta and at Avery Dennison providedprovide Ms. Streeter with an understanding of the operations and performance of public companies. Ms. Streeter’s service on several public company and nonprofit boards of directors also provide us with important insights on practices across a variety of industries.

ELECTIONOFDIRECTORS 

Other Public Company Directorships Held Since January 1, 2007:2009:

Age:5456

THOMAS H. WEIDEMEYER

Current Principal Occupation: Retired. Formerly Senior Vice President and Chief Operating Officer of United Parcel Service, Inc.

Goodyear Director Since:December 9, 2004

Current Goodyear Committee Assignments:

Description of Business Experience:

Mr. Weidemeyer served as Senior Vice President and Chief Operating Officer of United Parcel Service, Inc., a transportation and logistics company, from January 2001, and as President and Chief Operating Officer of UPS Airlines from July 1994, until his retirement in February 2004. Mr. Weidemeyer became Manager of the Americas

International Operation of UPS in 1989, and in that capacity directed the development of the UPS delivery network throughout Central and South America. In 1990, he became Vice President and Airline Manager of UPS Airlines and in 1994 was elected its President and Chief Operating Officer. Mr. Weidemeyer was a director of United Parcel Service from 1998 to 2003.

Mr. Weidemeyer has 38over 35 years of management and executive leadership experience. His logistics, finance and international management experience provides us with valuable insights on our supply chain and financial management practices, as well as our overall business. His service on other boards of directors also provides us with perspectives on issues facing companies in different industries.

Other Public Company Directorships Held Since January 1, 2007:2009:

Age:6466

ELECTIONOFDIRECTORS 

MICHAEL R. WESSEL

Current Principal Occupation: President of The Wessel Group Incorporated

Goodyear Director Since: December 6, 2005

Current Goodyear Committee Assignments:

Description of Business Experience:

Mr. Wessel has served as President of The Wessel Group Incorporated, a government and political affairs consulting firm, since May 2006. Prior to founding The Wessel Group, he served as Senior Vice President of the Downey McGrath Group, a government affairs consulting firm, from March 1999 to December 2005 and as Executive Vice President from January 2006 to April 2006.

Mr. Wessel is an attorney with over 30 years of experience as an economic and international trade policy advisor in Washington, D.C. Mr. Wessel has acted as an advisor to Congressman Richard Gephardt, both in the U.S. House of Representatives and to his presidential campaigns in 1987-88 and 2003-04, to the Clinton/Gore Transition Office in 1992 and 1993, and to Senator John Kerry’s presidential campaign in 2004. Mr. Wessel also serves as a Commissioner on the U.S.-China Economic and Security Review Commission, a position he has held since April 2001.

Mr. Wessel’s extensive experience with public policy matters and his government service, including as an advisor to former Majority Leader Gephardt and as an appointee on government commissions, provides us with valuable perspectives on public policy matters impacting trade, international economic affairs and other matters of importance to Goodyear.

Other Public Company Directorships Held Since January 1, 2007:2009:

Age:5254

Mr. James C. Boland and Mr. G. Craig Sullivan wereMrs. Shirley D. Peterson was not nominated for re-election to the Board of Directors due to the retirement age provisions of Goodyear’s Corporate Governance Guidelines. Messrs. Boland and SullivanMrs. Peterson will be retiring from the Board at the Annual Meeting after nineten years and six years, respectively, of distinguished service. Mr. Rodney O’Neal will not stand for re-election to the Board of Directors after eight years of service due to his responsibilities at Delphi Automotive PLC. Goodyear and the Board of Directors are deeply grateful to Mrs. Peterson for theirher leadership and guidance during theirher tenure on the Board.

Your Board of Directors unanimously recommends that shareholders vote FOR each of the nominees for director named in this Proxy Statement (Proxy Item 1).

ADVISORYVOTEONEXECUTIVECOMPENSATION 

ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

(ITEM 2 ON YOUR PROXY)

We are seeking your vote to approve, on an advisory (or non-binding) basis, the compensation of our named executive officers as disclosed in this Proxy Statement.

Our Compensation Discussion and Analysis (“CD&A”), which starts on page 22, describes our executive compensation program. We encourage you to read the CD&A before casting your vote.

The advisory resolution below, commonly known as a “say-on-pay” proposal, gives you the opportunity to express your views on our executive compensation program for our named executive officers. The “say-on-pay” proposal is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the executive compensation policies, practices and plans described in this Proxy Statement.

The resolution is required by Section 14A of the Securities Exchange Act of 1934. The resolution is not intended to indicate your approval of the matters disclosed under the heading “Risks Related to Compensation Policies and Practices” or future “golden parachute” payments. We will seek shareholder approval of any “golden parachute” payments at the time of any transaction triggering such payments to the extent required by applicable law.

We ask you to vote “FOR” the following resolution which will be presented by the Board of Directors at the Annual Meeting:

“RESOLVED, that the shareholders of The Goodyear Tire & Rubber Company approve, on an advisory basis, the compensation of the named executive officers as disclosed in the Company’s Proxy Statement for the 2014 Annual Meeting of Shareholders.”

Although this proposal is an advisory vote that will not be binding on the Compensation Committee or the Board of Directors, the Compensation Committee will consider the results of this shareholder advisory vote and the changes, if any, to our executive compensation policies, practices and plans that may be warranted as a result of this vote. The Board of Directors has determined, consistent with the shareholders’ vote on the matter in 2011, to hold an advisory vote regarding the compensation of our named executive officers every year until the next vote on the frequency of such advisory votes, which is currently expected to occur at the 2017 Annual Meeting of Shareholders.

Your Board of Directors unanimously recommends that shareholders vote FOR the advisory resolution to approve the compensation of our named executive officers (Proxy Item 2).

COMPENSATIONDISCUSSIONANDANALYSIS 

COMPENSATION DISCUSSION AND ANALYSIS

BENEFICIAL OWNERSHIP OF COMMON STOCKIntroduction

The persons identified in the table below have reported that they beneficially owned at December 31, 2011 more than 5% of the outstanding shares of the Common Stock as follows:

Name and Address of Beneficial Owner		Shares of Common Stock Beneficially Owned				Percent of Common Stock Outstanding Beneficially Owned
Wellington Management Company, LLP 280 Congress Street Boston, Massachusetts 02210			21,678,236	(1)			8.9	%
BlackRock, Inc. 40 East 52nd Street New York, New York 10022			15,569,705	(2)			6.4	%
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, Pennsylvania 19355			14,571,610	(3)			6.0	%
Aronson+Johnson+Ortiz, LP 230 S. Broad Street, 20th Floor Philadelphia, Pennsylvania 19102			12,856,200	(4)			5.3	%

(1)	Shared voting power in respect of 19,311,636 shares and shared dispositive power in respect of 21,678,236 shares, as stated in a Schedule 13G filed with the Securities and Exchange Commission on February 14, 2012.

(2)	Sole voting and dispositive power in respect of 15,569,705 shares, as stated in a Schedule 13G/A filed with the Securities and Exchange Commission on February 13, 2012.

(3)	Sole voting power in respect of 341,963 shares, sole dispositive power in respect of 14,229,647 shares and shared dispositive power in respect of 341,963 shares, as stated in a Schedule 13G filed with the Securities and Exchange Commission on February 10, 2012.

(4)	Sole voting power in respect of 7,580,000 shares and sole dispositive power in respect of 12,856,200 shares, as stated in a Schedule 13G filed with the Securities and Exchange Commission on February 14, 2012.

In addition, The Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois 60603, has indicated that at the record date it held 8,535,761 shares, or approximately 3.5% of the outstanding shares, of Common Stock as the trustee of various employee savings plans sponsored by Goodyear and certain subsidiaries.

On February 22, 2012, each director and nominee, each person named in the Summary Compensation Table on page 39, and all directors and executive officers as a group, beneficially owned the number of shares of Common Stock set forth in the table below.

 

		Beneficial Ownership at February 22, 2012(1)												Deferred Share Equivalent Units and Restricted Stock Units				Percent of Class
Name		Shares of Common Stock Owned Directly(2)				Shares of Common Stock Held in Savings Plan(3)				Shares of Common Stock Subject to Exercisable Options(4)
James C. Boland			3,000				-0-				-0-				64,545	(7)			*
William J. Conaty			-0-				-0-				-0-				3,833	(7)			*
James A. Firestone			-0-				-0-				-0-				33,117	(7)			*
Werner Geissler			-0-				-0-				-0-				7,196	(7)			*
Peter S. Hellman			-0-				-0-				-0-				10,369	(7)			*
W. Alan McCollough			-0-				-0-				-0-				35,927	(7)			*
Rodney O’Neal			-0-				-0-				-0-				51,575	(7)			*
Shirley D. Peterson			1,000				-0-				-0-				49,673	(7)			*
Stephanie A. Streeter			-0-				-0-				-0-				29,058	(7)			*
G. Craig Sullivan			5,000				-0-				-0-				48,153	(7)			*
Thomas H. Weidemeyer			1,000				-0-				-0-				46,875	(7)			*
Michael R. Wessel			-0-				-0-				-0-				41,821	(7)			*
Richard J. Kramer			205,609	(5)			219				536,616				455	(8)			*
Darren R. Wells			27,570				161				211,318				75,000	(9)			*
Arthur de Bok			62,674				-0-				300,859				75,000	(9)			*
Joseph B. Ruocco			124,690				51,850				129,674				40,000	(10)			*
David L. Bialosky			79,337	(6)			-0-				57,882				-0-				*
All directors, the named executive officers and all other executive officers as a group (27 persons)			717,462				56,821				1,737,279				768,381				1.0	%

*	Less than 1%

(1)

The number of shares indicated as beneficially owned by each of the directors and named executive officers, and by all directors and executive officers as a group, and the percentage of Common Stock outstanding beneficially owned by each person and the group, has been determined in accordance with Rule 13d-3(d)(1) promulgated under the Securities Exchange Act of 1934.

(2)	Unless otherwise indicated in a subsequent note, each person named and each member of the group has sole voting and investment power with respect to the shares of Common Stock shown.

(3)	Shares held in trust under Goodyear’s Employee Savings Plan for Salaried Employees.

(4)	Shares that may be acquired upon the exercise of options which are exercisable on or prior to April 22, 2012.

(5)	Includes 103,492 shares acquired under Restricted Stock Purchase Agreements, which shares are subject to certain restrictions on transfer.

(6)	Includes 75,919 shares acquired under a Restricted Stock Purchase Agreement, which shares are subject to the Company’s repurchase option and certain restrictions on transfer.

(7)

Deferred share equivalent units and restricted stock units, each equivalent to a share of Common Stock, accrued to accounts of the director under Goodyear’s Outside Directors’ Equity Participation Plan. Deferred share equivalent units are payable in cash, and restricted stock units are payable in Common Stock, following retirement from the Board of Directors. See “Director Compensation” at page 61.

(8)

Units, each equivalent to a share of Common Stock, deferred pursuant to performance awards earned, and payable in cash, shares of Common Stock, or any combination thereof, at the election of the executive officer.

(9)

20,000 restricted stock units, each equivalent to a share of Common Stock, that vest as to one-third of the units on each of February 23, 2013, February 23, 2014 and February 23, 2015, and 55,000 restricted stock units that vest on December 6, 2014.

(10)

Restricted stock units that vest on December 6, 2014.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

This Compensation Discussion and Analysis describes the Company’s executive compensation philosophy and programs, focusing in particular on the Compensation Committee’s response to the say-on-pay vote and decisions about named executive officers (“NEOs”) in 2013.

Our NEOs for 2013 are:

Name		Title
Richard J. Kramer		Chairman, Chief Executive Officer and President
Laura K. Thompson		Executive Vice President and Chief Financial Officer*
Darren R. Wells		President, Europe, Middle East and Africa*
Gregory L. Smith		Senior Vice President, Global Operations
Stephen R. McClellan		President, North America
David L. Bialosky		Senior Vice President, General Counsel and Secretary

  *Mr. Wells previously served as Executive Vice President and Chief Financial Officer. As of December 1, 2013, Ms. Thompson began serving as Executive Vice President and Chief Financial Officer.

COMPENSATIONDISCUSSIONANDANALYSIS 

CD&A TABLE OF CONTENTS

		Page
Introduction		22
Executive Summary		25
Company Performance Update		25
Elements of Executive Compensation		26
Alignment of Pay and Performance		27
2013 Shareholder Engagement and Say on Pay Response		28
Program Adjustments in Response to Say on Pay		29
Additional Recent Program Changes and Updates		31
Compensation Philosophy		32
Components of Executive Compensation		33
Compensation Decision-Making		34
Role of Compensation Consultant		36
Benchmarking of Primary Compensation		36
Elements of Compensation		37
Annual Compensation		37
2013 Base Salary Decisions		37
2013 Annual Cash Incentive Payouts		37
Long-Term Compensation		41
2013 Grants of Performance-Based Incentives		41
Performance for the 2013 Performance Period		43
Impact of TSR Modifier and Payout of 2011-2013 Long-Term Incentive Awards		45
2013 Stock Option Grants		45
Restricted Stock Awards		46
Retirement Benefits		46

COMPENSATIONDISCUSSIONANDANALYSIS 

		Page
Severance and Change-in-Control Benefits		47
Perquisites		48
Executive Deferred Compensation Plan		49
Other Benefits		49
Tax Deductibility of Pay		49
Stockholding Guidelines		49
Prohibition on Hedging and Pledging		50
Recovery of Compensation (Clawback Policy)		50

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, 2013 that accompanies this Proxy Statement.

COMPENSATIONDISCUSSIONANDANALYSIS 

Executive Summary

OverviewCompany Performance Update

During 2011, we continuedRecord Segment Operating Income in 2013. We demonstrated disciplined strategy execution and made structural changes to our business over the past several years in the face an uncertain business environmentof a challenging economic environment. These factors helped Goodyear deliver record segment operating income in 2013. We achieved this result while experiencing weak, but stabilizing, industry conditions in developed markets in 2013 as the economic recovery in developed markets was impacted by uncertainty surrounding sovereign debt issues in Europe and the United States and continued high levelsremained tentative.

Performance Highlights. The following summarizes key elements of unemployment. We also continued to face a number of substantial challenges, such as record high raw material costs, rising energy costs, wage inflationthe company’s performance in emerging markets, and increased pressure from our under-funded pension obligations primarily due to the artificially low interest rate environment currently maintained by the Federal Reserve in an effort to spark economic recovery.2013.

We acted to address the uncertain economic environment and the challenges described above by implementing the following strategic initiatives aimed at permitting us to emerge stronger in the future:Segment Operating Income (in millions)

 

Continue to focus on consumer-driven product innovation;

Take a selective approach to the market, targeting profitable segments where we have competitive advantages;

Focus on price and product mix improvements to address rising raw material costs;

Achieve cost reductions of $1.0 billion over three years from 2010 to 2012;

Improve our manufacturing efficiency, including recovering unabsorbed fixed costs incurred during the recession;

Focus on cash flow to provide funding for investments in future growth; and

Create an advantaged supply chain focused on optimizing inventory levels and further improving customer service.

In spite of the macroeconomic and industry-specific challenges we faced, we produced record net sales and segment operating income in 2011 on essentially flat unit volumes. During 2011, improved price and product mix of nearly $2.4 billion more than offset the impact on segment operating income of unprecedented raw material cost increases of nearly $2.0 billion, exclusive of approximately $177 million of raw material cost savings included in our cost savings plan. In 2011, raw material cost increased approximately 30% compared to 2010 and was nearly 2.5 times our previous largest annual increase. Price and product mix also drove a 17% improvement in revenue per tire, excluding the impact of foreign currency translation, in 2011 compared to 2010, reflecting our continued focus on driving improved price and product mix through innovative product offerings in targeted market segments.

In 2011, we realized approximately $281 million of cost savings, bringing the total cost savings for 2010 and 2011 to approximately $748 million, remaining on track to achieve our $1.0 billion goal over three years by the end of 2012. We also recovered approximately $195 million of under-absorbed fixed overhead costs in 2011 compared to 2010, and had the following key achievements:Total Shareholder Return

Continued progress on actions to reduce our high-cost manufacturing capacity, including the closure of our factory in Union City, Tennessee in July 2011 which is part of our multi-year effort to realign the cost structure of our North American Tire operating unit;

Began production of tires at our new factory in Pulandian, China, supporting our key strategy of winning in this growing region;

Continued improvements in working capital efficiency, measured as a percent of sales;

Made capital investments of over $1.0 billion in support of future growth opportunities, including significant investments in emerging markets in China and Chile; and

Launched 46 new products, thereby increasing the percentage of our sales coming from recently launched products.

The factors described above resulted in the delivery of $343 million in net income in 2011 versus a prior year net loss of $216 million, and our Common Stock increased in value by nearly 20% in 2011, outpacing the S&P 500 Index which was flat year-over-year. The table below summarizes some key financial highlights and the year-over-year improvements compared to 2010:

2011

2010

Improvement

Net Sales

$22.8 billion

$18.8 billion

+$4.0 billion (+21%)

Goodyear Net Income (Loss)

$343 million

$(216) million

+$559 million (+>100%)

Total Segment Operating Income(1)

$1,368 million

$917 million

+$451 million (+49%)

 

(1)	For additional information regarding

$1,427 million		$738 million		$1,036 million		$.05/share
EBIT*		Net Income*		Total Cash Flow, Net of Debt*		Reinstated Quarterly Common Stock Dividend

Up 73%

Stock Price

*	As defined for purposes of our compensation plans in 2013

COMPENSATIONDISCUSSIONANDANALYSIS 

Key Accomplishments in 2013
Record Segment Operating Income Performance		·		We delivered record total segment operating income includingof $1.58 billion – representing the third year in a reconciliation torow that we have achieved total segment operating income beforeof more than $1.2 billion – the three best years in the Company’s 115-year history
		·		Operating income taxes, see Note to the Consolidated Financial Statements No. 8, “Business Segments”was at record levels in North America
Strong Cash Flow		·		We generated total cash flow, net of debt of $1 billion in 2013, up 45%
Dividend Payments		·		We reinstated our Annual Report for the year ended December 31, 2011.Common Stock dividend in 2013 as part of our shareholder return program
Clear Path Forward on Legacy Pension Liabilities		·		We froze and fully funded our U.S. salaried pension plans
		·		In early 2014, we fully funded our U.S. hourly pension plans, which will be frozen in April 2014
		·		These actions eliminate a long-standing legacy liability that drove volatility in earnings and cash flows

Elements of Executive Compensation

Compensation for NEOs is comprised of a mix of variable and fixed compensation that is strongly linked to company performance and targeted to the median of general industry survey data.

Main Compensation Elements						Performance Metrics
Base Salary		·		Cash		Fixed compensation, benchmarked below median
Annual Incentives		·		Annual Incentive Program (Paid in Cash)		EBIT
						Operating Cash Flow
						New Product Vitality
						Manufacturing Productivity
						Working Capital Excellence
Long-Term Incentives		·		Performance		Net Income
				Shares/Cash		Total Cash Flow, Net of Debt
		·		Stock Options		Total Shareholder Return

COMPENSATIONDISCUSSIONANDANALYSIS 

Alignment of Pay and Performance

Goodyear’s executive compensation is strongly aligned to company performance and measurable financial metrics.

Target CEO pay is near the median of general industry survey data and our peer group

Over 90% of our CEO’s pay opportunity is performance based and over 75% is tied to stock price

Our CEO’s realized pay shows strong alignment to our stock price

2011-2013 CEO Realized Pay vs. Summary Compensation Table

(1) As reported in the Summary Compensation Table beginning at page 52 of this Proxy Statement.

(2) Realized pay includes base salary, annual incentive earned, long term incentive to be paid out and pre-tax compensation earned upon the exercise of stock options and vesting of stock awards regardless of when they were granted. For more information on our calculation of realized pay, see “Summary of Realized Pay Earned by Our Chief Executive Officer for 2011, 2012 and 2013” beginning at page 54 of this Proxy Statement.

COMPENSATIONDISCUSSIONANDANALYSIS 

As a result of our strong operating and stock performance, described above, the performance targetspayouts under our annual incentive plan were exceeded and payouts were made rangingranged from 131%187% to 150%195% of target for our named executive officers. In addition, the performance targets for the 20112013 performance periods under our 2009-2011, 2010-20122011-2013, 2012-2014 and 2011-20132013-2015 long-term awards were exceeded and payouts ranging from 150% to 200% of target were approved for the applicable periods, subject to continued service at 150% of target for our named executive officers.

In response to current executive compensation trends and after considering the results of our 2011 say-on-pay vote, the Compensation Committee also:

Added a three-yearrelative total shareholder return modifier (which we refer to our long-term awards beginningas the “TSR modifier” and which is described in 2011 for further alignment with shareholder interests;

Revisedmore detail on page 42). Our stock out-performed 82% of the design of our long-term awards beginningcompanies in 2012 by establishing a three-year plan whereby the performance targets for each year ofS&P 500 during the three-year period are establishedending December  31, 2013, resulting in a TSR modifier of 1.2 times.

2013 Shareholder Engagement and Say on Pay Response

At our 2013 annual meeting, a majority of shareholders approved our say on pay proposal. However, just 56% of voting shareholders were in favor of the proposal, a disappointing result.

In an effort to better understand our investors’ perspective and thoughts regarding our executive compensation program, both our independent Lead Director and a team of our senior management engaged in a shareholder outreach initiative in 2013 and early 2014. We requested the opportunity to meet many of our top shareholders and we ultimately held one-on-one conversations with shareholders representing approximately 37% of our outstanding Common Stock as of December 31, 2013.

Our outreach meetings gave us the chance to highlight the strong operating performance delivered by the Company over the past several years and to make clear our commitment to the alignment of pay and performance. We also received important feedback 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;

Changed our peer group composition;

Strengthened our stock ownership guidelines; and

Adopted a claw-back policy.

The discussion that follows elaborates on the Compensation Committee’s compensation philosophy, compensation decision-making process, the elements of our compensation program, and the specifics of grants made and payouts approved in 2011 to our named executive officers in light of the challenging and uncertain economic environment.

Compensation Approach

The key objectivesdesign of our executive compensation program are to:and suggestions for further program improvement. In some cases, we were able to clarify how our compensation program operates and to identify opportunities to improve the clarity of our disclosure. All of the shareholder feedback and suggestions that we received were reported to the Compensation Committee and the Board of Directors for its consideration.

Additionally, the Compensation Committee obtained feedback, advice and recommendations on improvements to our compensation program from its independent compensation consultant, F.W. Cook. The Compensation Committee also reviewed the Company’s performance, the compensation practices of its peers, compensation surveys and other materials regarding executive compensation.

 

motivate executives

COMPENSATIONDISCUSSIONANDANALYSIS 

Program Adjustments in Response to Say on Pay

As a result of the investor feedback we received over the last few years and other key personnel to attain appropriate short-termour own review process, our Compensation Committee made the following changes beginning in 2014:

Key Program Changes for 2014
Enhancing Long-Term Alignment of Pay for Performance		·		Even Weighting Over Performance Period. Three-year performance cycle will be evenly weighted (1/3, 1/3, 1/3) instead of 50%, 30%, 20% (to balance awards across each year in the three-year performance cycle). We will continue to set targets at the beginning of the three-year period.
		·		TSR Modifier on Long-Term Payouts in Place. The TSR modifier was adopted in 2011 and applies to payouts for the first time in the three-year performance cycle ending in 2013 (builds stronger link to shareholder returns). The TSR modifier measures the relative performance of our Common Stock versus the S&P 500 (see page 42).

Diversifying Metrics Across Program		·		Short-Term.Change annual incentive metric from “operating cash flow” to “free cash flow from operations” (a key management metric for business performance) to better link compensation to the underlying cash generation of our business.
		·		Long-Term.Change long-term incentive metric from “total cash flow, net of debt” to “cash flow return on capital” (greater measurement of capital efficiency with long-term focus).
No Service Credit in Pension, Going Forward		·		Service Credit. No pension credit for newly hired executives to make up for service at prior employers. The company has not granted any pension credit since 2007.
Enhancing CD&A Disclosure		·		Investor Input.We have made significant revisions to the CD&A to enhance the clarity of our disclosure of the pay program, and have listened to investor feedback about how to improve disclosure.

COMPENSATIONDISCUSSIONANDANALYSIS 

Diversified Performance Metrics. Following the changes we made for 2014, the mix of performance goals and manage the Company for sustained long-term growth,metrics will be as follows:

 

align executives’ interests

We believe that these changes, together with those ofour existing compensation practices address feedback from our shareholders and have resulted in a compensation program that is consistent with our performance-based compensation philosophy and serves the long-term interests of our shareholders. That said, we will continue to seek feedback from our investors and consider ongoing enhancements of the program.

COMPENSATIONDISCUSSIONANDANALYSIS 

 

attract

Additional Recent Program Changes and retain qualifiedUpdates

In recent years, the Compensation Committee has adopted a number of best practices that are consistent with our performance-based compensation philosophy and experiencedserve the long-term interests of our shareholders:

Recent Program Changes and Updates
Strengthened Link to TSR		TSR modifier on long-term awards applies to 2011-2013 (and later) performance cycles
Double-Trigger Change-in-Control		Double-trigger change-in-control provisions in our change-in-control plan and our equity compensation plans, and eliminated walk-away rights
Reduced Potential Change-in-Control Payments		Reduced potential change-in-control payments by removing long-term cash awards from the calculation of cash severance
No Gross-Ups		Eliminated all tax gross-ups
No Repricing		No repricing of options without shareholder approval
Dividend Policy		No dividends or dividend equivalents on unearned performance-based equity awards
Strengthened Stockholding and Retention Policies		Robust stockholding guidelines for officers and directors, including stock retention provisions following the exercise of stock options or the vesting of other stock-based awards
No Hedging or Pledging		Prohibitions on the hedging and pledging of our Common Stock by officers, directors and employees
Clawback Policy		Robust clawback policy in place

COMPENSATIONDISCUSSIONANDANALYSIS 

Independent Compensation Governance and Sound Governance Practices
Independent Committee		Compensation Committee consists only of independent Board members

Lead Independent Director		Lead Independent Director with clearly defined and robust responsibilities engaged with investors about executive compensation issues during 2013
Leading Independent Consultant		Engaged a leading independent compensation consultant to assist the Compensation Committee and Board in determining executive compensation and evaluating program design

Compensation Philosophy

The following core principles form the foundation of the compensation program for our executives, including the named executive officers and other key personnel.officers:

Compensation Philosophy

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 supportCOMPENSATIONDISCUSSIONANDANALYSIS 

Components of these objectives, weExecutive Compensation

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		ParticipantsDescription						Objectives
Annual Compensation
Base Salary		•		Annual cash compensation		•   All employees		•   Provide a minimuman appropriate level of fixed compensation necessary to attract and retain employees

						•		Recognize and reward skills, competencies, experience, leadership and individual contribution
Management
Annual Incentive Plan — Annual Cash IncentivePlans		•		Annual cash incentive based on corporate EBIT performance. Awards may be reduced (but not increased) based on corporateperformance (corporate and/or operating unit performance measures, such as operating cash flow,measures) and individual performance.		•   Certain executive officers (including all named executive officers)		•   Link annual cash compensation to attainment of key short-term performance goals:
								•		Across total company and operating units as measured primarily by corporate EBIT and the achievement of annual operating goals
								•   Of		By the individual as measured by achievement of specific strategic goals and demonstrated leadership traits
Long-Term Incentive Compensation
Long-Term Compensation
Stock Options		•   Long-term equity incentive program that provides the		Provides opportunity to purchase stock at a fixed price over a ten-year period. Results in value only if stock price increases.		•   Key employees (including all named executive officers)		•   Link realized compensation over the long-term to appreciation in stock price
						•		Facilitate retention
						•		Build executive stock ownership
						•		Align the interests of management with those of shareholders

ComponentPerformance-Based Awards		Description•		Participants		Objectives
Performance Share Grants		• Long-term equity incentive program with award payouts tied to achievement of corporate goals over a one-year performance period and stock performance over a three-year vesting period, subject to a relative total shareholder return modifier over that three-year period.		• Executive officers (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, as well as changes in share price on both an absolute and relative basis
					•		Facilitate retention
					•		Align the interests of management with those of shareholders
		•		Payable in shares of Common Stock and cash

COMPENSATIONDISCUSSIONANDANALYSIS 

Component				Description						Objectives
Retirement Programs
Qualified Retirement Plans		•		Post-retirement benefits		•		Necessary to attract and retain employees
Supplementary Pension Plan and Excess Benefit Plans		•		Additional retirement benefits		• Key employees (including 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
Other Executive Benefits
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 the named executive officers)		• Assure protection of executive officers
		•		Tire program		•		Enable executivesofficers to focus on Company business with minimal disruption
Other Benefits		•		Financial planning and tax preparation services
		•		Annual physical exams
		•		Limited use of company aircraft
Other Benefits		•		Medical, welfare and other benefits		• All employees		• Necessary to attract and retain employees

Compensation Philosophy and Key PrinciplesDecision-Making

The following core principles formCompensation Committee undertakes ongoing review of our executive compensation policies, practices and plans to determine whether they are consistent with our compensation philosophy and objectives, and whether they need to be modified in light of changes in our business or the foundation of the compensation program for our executives, including the Chairman, Chief Executive Officer and President (“CEO”) and the other executive officers namedmarkets in the Summarygeneral. The Compensation Table (togetherCommittee meets periodically with the CEO to review compensation policies and specific levels of compensation paid to officers and other key personnel, and reports and makes recommendations to the “namedBoard regarding executive officers”):

First, compensation programs should motivate our executivespolicies and programs. In addition, the CEO annually makes recommendations to take actions that are aligned with our short-the Compensation Committee regarding salary adjustments and the setting of annual and long-term strategicincentive targets and awards for officers other than himself, including the other named executive officers.

In determining the compensation of a named executive officer, the Compensation Committee considers various factors, including:

Company performance against corporate and operating unit objectives,

The Company’s relative shareholder return,

The compensation of officers with similar responsibilities at comparable companies,

Individual performance,

Current and appropriately balance risk versus potential reward.future responsibilities,

Second, as executives moveRetention considerations,

The awards given to a greater level of responsibility, the percentage of their pay based on performance should increasenamed executive officer in past years, and

The relationship between the compensation 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 balancedbe received by the risk of below averageofficer and the compensation when it does not.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.

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.COMPENSATIONDISCUSSIONANDANALYSIS 

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-basedannual and equitylong-term incentive 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, theThe Compensation Committee believes that base salary should comprise approximately 20% ofgenerally sets “primary compensation,” which we define to include salary, annual cash incentiveincentives and long-term compensation.compensation, for the CEO and the other named executive officers as follows:

Long-term compensation is delivered through grants of long-term performance-based incentive awards that are payable in shares of Common Stock and cash, and stock options. The remaining portion of the primary compensation opportunity is a mix of annual cash incentive, stock options,long-term compensation between cash-based long-term incentives, performance shares and long-term cash-based incentive awards. The design and mix of our variable compensation has evolved overstock options is based, in part, on 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, and the availabilitynumber of shares available for grant under our shareholder-approved equity compensation plans, constrainand 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.

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.

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 2013 executive compensation program in February 2011.2013. The performance targets for the 2011 performance periodestablished under our variableannual and long-term incentive plans would be achieved, at the target performance level, if we successfully executed our operating plan for 2011, which reflected2013 and the challenging and uncertain economic and industry environment.2013-2015 performance cycle. The targets the Compensation Committee established were considered aggressive targets, the achievement of whichthe performance targets 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, in lightEach performance objective has a target level as well as a threshold and maximum level, which are determined based on the perceived difficulty of the lower overall performanceestablished targets relative to pre-recessionary periods that were establishedand actual results for the 2011 awards under our variable incentive plans,those measures in prior years.

COMPENSATIONDISCUSSIONANDANALYSIS 

For further information regarding the Compensation Committee provided that the maximum award would continue to be 150% of target, rather than 200% of target as was the case before 2009. In order to further align our long-term incentive plans with shareholder interests, awards made under those plans in 2011 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.and its authority and responsibilities, see “Corporate Governance Principles and Board Matters – Compensation Committee” at page 5.

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 2011,2013, the Compensation Committee retained Frederic W.F.W. Cook & Co., Inc., as its independent compensation consultant, to provide advice and assistance on executive compensation matters, including the 2011 compensation decisions that are discussed elsewhere in this Compensation Discussion and Analysis. consultant.

As part of its engagement, Frederic W.F.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.F.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.

In addition, Frederic W.F.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.F.W. Cook & Co. regularly attends Compensation Committee meetings. Frederic W.F.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”market rates by considering two sources:

 

proxyProxy statements of 1617 peer companies with annual revenues at the time of the analysis ranging from $9.5$10.1 billion to $53.8$60.4 billion and median revenues of $19.7$16.9 billion (for 2011,2013, we had revenues of $22.8$19.5 billion); and

 

broad-basedBroad-based compensation surveys published from time to time by national human resources consulting firms.

For 20112013 compensation decisions, the peer group noted above consisted of:

 

•    3M Company		•    Johnson Controls, Inc.
•    Caterpillar Inc.		•    Lear Corporation
•    Cummins Inc.		•    PACCAR Inc.
•    Deere & Co.		•    PACCAR Inc.Parker-Hannifin Corporation
•    E.I. du Pont de Nemours and Co.		•    PPG Industries, Inc.
•    Eaton Corporation plc		•  Textron Inc.
•    Emerson Electric Co.Stanley Black & Decker, Inc.		•  TRW Automotive Holdings Corp.
•    Honeywell International Inc.		•    United Technologies CorporationTRW Automotive Holdings Corp.
•    Illinois Tool Works Inc.		•    Whirlpool Corporation
•    Ingersoll-Rand plc

COMPENSATIONDISCUSSIONANDANALYSIS 

This peer group was selected because the companies, as a whole, represent organizations of comparable size and complexity thatwith which we compete with for executive talent. The peer group includes companies in similar industries with comparable business models and global reach, butreach. It 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,The Compensation Committee strongly believes that performance should be the primary basis on which compensation decisions are made. At the same time, the Compensation Committee comprehensivelybelieves that our peer group should reflect the fact that our executive officers are responsible for managing a larger and more complex enterprise relative to that of many other publicly traded companies with a larger market capitalization. Accordingly, for 2013 compensation decisions, the Compensation Committee reviewed the composition of the peer group using the following criteria: (1) companies with which we compete for executive talent; (2) size, including revenues, market capitalization and enterprise value; (2)(3) global manufacturing focus; (3)(4) industry focus, particularly companies in the automotive industry; (4)(5) 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 fromdid not make any changes to our 2012 peer group and added Cummins, Ingersoll-Rand, Parker-Hannifin and Stanley Black & Decker.group. 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

Annual Compensation

Base Salaries

We target base salaries 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.