QUANTUMONLINE.COM SECURITY DESCRIPTION:  Goodyear Tire & Rubber Co., 5.875% Mandatory Convertible Preferred Stock, liquidation preference $50 per share. The preferred shares are mandatorily convertible on 4/1/2014 into a variable number of Goodyear Tire & Rubber Co. (NYSE: GT) common shares based on the then current price of the common shares for 20 consecutive trading days immediately prior to the conversion date. The conversion settlement rate will be 2.7454 shares per unit if the then current market price is equal to or greater than $18.2125 and 3.4317 shares per unit if the market price is equal to or less than $14.57. For market prices between those values the settlement rate will be $50 divided by the market value. The last reported sale price of the common stock on 3/28/2011 was $14.57 per share. The preferred shares are convertible any time at the holder’s option into 2.7454 shares of common stock. Upon the occurrence of a fundamental change, the holder will have the right to convert the preferred shares into common shares (see the prospectus for details). If the company has not paid six full quarterly dividends on any series of their preferred stock, they may, at their option, cause all, but not less than all, outstanding shares of the mandatory convertible preferred stock to be automatically converted into a number of shares of our common stock based on the fundamental change conversion rate (see the prospectus for details). Cumulative distributions of 5.875% ($2.9375) per annum will be paid quarterly on 1/1, 4/1, 7/1 & 10/1 to holders of record on the record date that is the 15th calendar day of the month prior to the payment date or on the record date fixed by the board, not more than 60 days or less than 10 days prior to the payment date (NOTE: the ex-dividend date is at least 2 business days prior to the record date). Dividends paid by this preferred security are eligible for the preferential income tax rate of 15% to a maximum of 20% depending on the holder's tax bracket (and under IRS specified holding restrictions) and are also eligible for the dividends received deduction for corporate holders (see page S-54 of the prospectus for further information). In regard to the payment of dividends and upon liquidation, the preferred shares rank equally with other preferreds of the company and senior to the common shares of the company. See the IPO prospectus for further information on the mandatory convertible preferred stock and their mandatory conversion provisions by clicking on the ‘Link to IPO Prospectus’ provided below.

Stock Exchange	Cpn Rate Ann Amt	LiqPref CallPrice	Call Date Matur Date	Moodys/S&P Dated	Conversion Shares@Price	Distribution Dates	15% Tax Rate
NGS Chart	5.88% $2.9375	$50.00 $50.00	4/01/2014 4/01/2014	B1 B+ 1/08/2014	2.7454@$18.2125+ 3.4317@$14.57-	1/1, 4/1, 7/1 & 10/1 Click for MW ExDiv Date Click for Yahoo ExDiv Date	YES

Notes:  12/17/2012 -- The Goodyear Tire & Rubber Company, an Ohio corporation, is filing this Form 8-A in connection with its listing of shares of its Common Stock, without par value, and shares of its 5.875% Mandatory Convertible Preferred Stock, without par value, with an initial liquidation preference of $50 per share, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, on the NASDAQ Global Select Market commencing on December 18, 2012. The Company is voluntarily delisting the Common Shares and the Preferred Shares from the New York Stock Exchange as of the close of business on December 17, 2012.

Company's Online Information Links

HOME PAGE:     http://www.goodyear.com/
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Online Company Profile	Go to Online Profile

Company's Online SEC EDGAR Filings

Company's SEC EDGAR Filings

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Company's Email Address Links

Email Address	investor@goodyear.com
Email Contact Form on Website	Go to Email Form

Address and Phone Numbers

Address:   1144 East Market Street, Akron, OH 44316
Main Phone Number	330-796-2121
Fax Number	330-796-2222
Investor Relations	330-796-3751
Toll Free Phone Number	800-321-2136

CEO - Richard J. Kramer

CFO - Darren R. Wells