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CORRESP
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CORRESP

 THE GOODYEAR TIRE & RUBBER COMPANY

Akron, Ohio 44316-0001

February 7, 2017

VIA EDGAR

 Ms. Melissa N. Rocha

Senior Assistant Chief Accountant

 Office of Manufacturing and
Construction

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549-7010

Re:
The Goodyear Tire & Rubber Company

 Form 10-K
for Fiscal Year Ended December 31, 2015

 Filed February 9, 2016

Form 10-Q for Fiscal Quarter Ended September 30, 2016

Filed October 28, 2016

Response Dated January 9, 2017

File No. 1-01927

Dear Ms. Rocha:

 This letter is in
response to the letter, dated February 3, 2017 (the “Comment Letter”), from you, on behalf of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”), to
Ms. Laura K. Thompson, Executive Vice President and Chief Financial Officer of The Goodyear Tire & Rubber Company (“Goodyear,” the “Company” and “we,” “us” or “our”), with respect
to the above-referenced filings.

 For the convenience of the Commission staff, we have repeated each of your comments in italics before
our response. Each numbered paragraph herein corresponds to the same numbered paragraph in the Comment Letter.

 The Company respectfully
submits the following information in response to the Comment Letter.

 Form 10-K for Fiscal Year Ended
December 31, 2015

 Note 5. Dissolution of Global Alliance with Sumitomo Rubber Industries, page 71

1.
We note your responses to comments 1 and 2.

•

 Please provide us with a comparison of the implied
consideration from SRI with the implied and explicit consideration from you for each component of the dissolution
transaction and how the consideration impacted your accounting for each

component. As part of your response, please help us understand why you gave GDTNA a $56 million promissory note, considering SRI acquired your 75% ownership interest.

•

Please tell us (a) your carrying value, (b) non-controlling interest, and
(c) AOCI of each component as of October 1, 2015.

•

Please tell us how the fair value of each component of the transaction was estimated, including
whether SRI participated in the estimation process and/or was in agreement with the estimated fair values.

•

Please tell us how the change in fair value of GDTNA, DGT, and the exclusive license from the
preparation of the pro formas as of November 2, 2015, did not impact the cash portion you were required to
pay as part of the dissolution transaction.

•

Please expand your disclosures for the dissolution transaction to provide a discussion of the implied and
explicit consideration you gave to SRI and the implied consideration SRI gave to you for the components of the
transaction and to provide the fair value information required by ASC
810-10-50-1B.d. and e. and ASC 820-10-50.

 On June 4, 2015, the Company entered into the Framework
Agreement with Sumitomo Rubber Industries, Ltd. (“SRI”). The Company paid SRI a net amount of $271 million upon closing of the dissolution transaction on October 1, 2015 and also delivered a promissory note for $56 million.

 Prior to the dissolution, the Company owned 75% and SRI owned 25% of two companies, Goodyear Dunlop Tires Europe B.V. (“GDTE”)
and Goodyear Dunlop Tires North America, Ltd. (“GDTNA”). In Japan, the Company owned 25% and SRI owned 75% of two companies, Nippon Goodyear Ltd. (“NGY”) and Dunlop Goodyear Tires Ltd. (“DGT”).

Pursuant to the Framework Agreement, the Company sold its 75% interest in GDTNA, 25% interest in DGT and Huntsville, Alabama test track to
SRI. The Company acquired SRI’s 75% interest in NGY and 25% interest in GDTE. SRI also obtained exclusive rights to sell Dunlop brand tires in countries that were previously non-exclusive under the global
alliance, including Russia, Turkey and certain countries in the Middle East and Africa. The Company retained the exclusive rights to sell Dunlop brand tires in the replacement market on a royalty-free basis in the U.S., Canada and Mexico.

 - 2 -

•

The implied consideration represented the Company’s estimate of fair value for each component of the dissolution transaction and, as required by ASC
845-10-30-21 and ASC
845-10-30-1, was used as the basis for our financial accounting for each component which was discussed in our response to comment
1 in our letter to you dated January 9, 2017. The explicit consideration, implied consideration, net carrying value inclusive of the non-controlling interest and AOCL immediately prior to the dissolution,
and pre-tax gain/(loss) with respect to the components of the dissolution transaction are summarized below:

 (in millions USD)

 Component

Explicit
Consideration

Implied
Consideration

Net Carrying
Value
(inclusive of
non-controlling
interest and
AOCL)

Pre-Tax
Gain/(Loss)

 GDTE

$
(387
)

$
(550
)

$
1,115
(a)

—

 NGY

$
(29
)

$
(31
)

$
14
(b)

$
(5
)

 GDTNA

$
125

$
228

$
205
(c)

$
23

 DGT

$
14

$
67

$
25
(d)

$
42

 Test Track

$
6

$
4

$
3
(e)

$
1

 North America Rights

—

$
(8
)

—

—

 EMEA Rights

—

$
19

—

$
19

 Transaction Costs and Other

$
(4
)

 Net Product Liability Claims

$
(28
)

 Total

$
(271
)

$
(271
)

$
48

(a)
Amount represents the carrying value of $1,637 million less the carrying value of the non-controlling interest of $522 million.

(b)
Amount reflects the carrying value of our investment of $9 million and AOCL of $5 million prior to recognizing the 75% acquired interest. A loss of $5 million was recognized representing the net result of
the fair value remeasurement of our previously held equity interest and the recognition of foreign exchange losses previously included in AOCL.

(c)
Amount represents the carrying value of $32 million, AOCL of $184 million, and the promissory note from the Company of $56 million, less non-controlling interest of
$67 million.

(d)
Amount represents the carrying value of our investment of $15 million and AOCL of $10 million.

(e)
Amount represents the carrying value.

 - 3 -

 The explicit consideration was a total net cash payment by the Company of $271 million,
which was agreed to by the Company and SRI as a result of arm’s length negotiations which were completed on June 4, 2015. This negotiation process also included the allocation of the explicit consideration to some of the components of the
dissolution transaction as set forth above. The starting point for these negotiations was primarily net book value consistent with certain provisions of the original joint venture agreement. Accordingly, the allocation of the explicit consideration
did not involve the type of fair value analysis required by the applicable accounting standards referenced above. Also, explicit consideration was not allocated to some components of the dissolution transaction such as the rights to the Dunlop brand
in North America and in certain countries in Europe, the Middle East and Africa (“EMEA”). Following the closing of the dissolution transaction on October 1, 2015, we, with the assistance of a third party valuation specialist,
estimated the fair value of each component of the dissolution transaction as of October 1, 2015 in order to determine the implied consideration for our accounting of the transaction in our consolidated financial statements.

As of closing of the dissolution transaction, the Company owed GDTNA $224 million related to an intercompany loan that had previously
been eliminated upon consolidation of GDTNA in the Company’s consolidated financial statements. Upon the closing of the dissolution transaction, 75% of the loan, which represented the Company’s ownership interest was forgiven. In
conjunction with the closing of the dissolution transaction, the Company delivered a promissory note for $56 million, which approximated fair value, representing SRI’s 25% interest in the GDTNA loan receivable from the Company.

•

The carrying value/net assets, carrying value of the non-controlling interest, and AOCI/(AOCL) balance for each component of the dissolution transaction, before recognizing the
impacts of the dissolution transaction on October 1, 2015, are summarized below:

 (in millions USD)

 Component

Net Assets

Carrying value of
non-controlling
interest

AOCI/(AOCL)

 GDTE

$
1,637

$
522

$
(107
)(a)

 NGY

$
9

—

$
(5
)

 GDTNA

$
32
(b)

$
67

$
(184
)

 DGT

$
15

—

$
(10
)

 Test Track

$
3

—

—

 North America Rights

—

—

—

 EMEA Rights

—

—

—

(a)
Amount represents the AOCL of the non-controlling interest which is also included in the $522 million above.

(b)
Amount excludes the promissory note of $56 million.

 - 4 -

•

In order to determine the estimated fair value of each component of the dissolution transaction, the Company engaged a third party valuation specialist to assist the Company in completing its fair value measurements.
Below is a summary of the fair value methodologies used for each component of the dissolution transaction:

•

Acquisition of 25% interest in GDTE – We applied the Income and Market approaches, specifically a discounted cash flow method and the Guideline Public Company Method (“GPCM”). The discounted cash flow
method used forecasted financial information. The GPCM used comparable publicly traded guideline companies.

•

Acquisition of 75% interest in NGY - We applied the Income and Cost approaches, specifically a discounted cash flow method and the Adjusted Net Asset Value (“NAV”) method.

•

Sale of 75% interest in GDTNA - We applied the Income and Market approaches, specifically a discounted cash flow method and the GPCM. The discounted cash flow method used forecasted financial information. The GPCM used
comparable publicly traded guideline companies.

•

Sale of 25% interest in DGT - We applied the Income and Market approaches, specifically a dividend discount model and the GPCM. The dividend discount model used expected dividend payments. The GPCM used comparable
publicly traded guideline companies.

•

Sale of Huntsville, Alabama test track - We applied the Cost and Market approaches, specifically the Cost approach to value certain personal property and a Market approach to value certain assets with a large amount of
readily available comparable sales.

•

Sale and acquisition of rights – We applied the Income approach, specifically the Relief from Royalty Method to value the acquired rights in North America and the With and Without Method to value the sale of non-exclusive rights in EMEA.

 SRI participated in the arm’s length negotiations of
the Framework Agreement and agreed with the explicit consideration noted above, including its allocation to the individual components. SRI did not participate in the Company’s estimation process used to determine fair value of the components of
the dissolution transaction (i.e., the implied consideration), nor were they asked to agree with the estimated fair values we developed for accounting purposes.

•

 Pursuant to the Framework Agreement, the Company agreed to pay SRI $271 million upon closing of the
dissolution transaction and deliver a promissory note for $56 million. The amount of the total net payment was fixed pursuant to the terms of the Framework Agreement, and the Framework Agreement did not provide for any post-closing purchase
price adjustments for changes in carrying values or fair value estimates subsequent to the dissolution of the global alliance on October 1, 2015. Therefore, the changes in our

 - 5 -

preliminary estimates of the fair value of GDTNA, DGT and the exclusive license reflected in the November 2, 2015 pro forma financial statements did not impact the total net cash we paid as
part of the dissolution transaction.

•

The Company will expand its disclosures for the dissolution transaction in its Form 10-K for the fiscal year ended December 31, 2016 and, to the extent applicable, in other
future filings to provide a discussion of the implied and explicit consideration that we paid to SRI. We understand ASC
810-10-50-1B.d. and e. to be applicable to measuring the fair value of a retained interest of a deconsolidated subsidiary. We do
not have a retained interest in GDTNA, which we deconsolidated on October 1, 2015. We considered the requirements of ASC 820-10-50 and we have not included
additional disclosures for the 75% acquired interest of NGY based on the insignificance of the acquired interests, which had an estimated fair value of $31 million. We also considered the requirements of ASC 820-10-50 for the 25% acquired interest of GDTE, which was accounted for as an equity transaction, and have concluded that the referenced guidance was not applicable to this part of the dissolution
transaction. Our proposed additional disclosures are set forth below and indicated by underline:

 “Note 5.
Dissolution of Global Alliance with Sumitomo Rubber Industries

 On October 1, 2015, the Company completed the
previously announced dissolution of its global alliance with SRI in accordance with the terms and conditions set forth in the Framework Agreement, dated as of June 4, 2015, by and between the Company and SRI.

Prior to the dissolution, the Company owned 75% and SRI owned 25% of two companies, Goodyear Dunlop Tires Europe B.V.
(“GDTE”) and Goodyear Dunlop Tires North America, Ltd. (“GDTNA”). GDTE owns and operates substantially all of the Company’s tire businesses in Western Europe. GDTNA had rights to the Dunlop brand and operated certain related
businesses in North America. In Japan, the Company owned 25% and SRI owned 75% of two companies, one, Nippon Goodyear Ltd. (“NGY”), for the sale of Goodyear-brand passenger and truck tires for replacement in Japan and the other, Dunlop
Goodyear Tires Ltd. (“DGT”), for the sale of Goodyear-brand and Dunlop-brand tires to vehicle manufacturers in Japan.

Pursuant to the Framework Agreement, the Company sold to SRI its 75% interest in GDTNA for
$125 million, 25% interest in DGT for $14 million and Huntsville, Alabama test track used by GDTNA for $6 million. Accordingly, the Company no longer has any remaining
ownership interests in GDTNA, DGT or the Huntsville, Alabama test track. With the sale of GDTNA, SRI obtained full ownership of the Dunlop motorcycle tire business in North America and the rights to sell Dunlop-brand tires to Japanese vehicle
manufacturers in the United States, Canada and Mexico. The Company retained exclusive rights to sell Dunlop-brand tires in both the consumer and commercial replacement markets of the United States, Canada and Mexico as well as to non-Japanese vehicle manufacturers in those countries.

 - 6 -

 The Company also acquired SRI’s 75% interest in NGY for
$29 million and 25% interest in GDTE for $387 million. Accordingly, the Company now has full ownership interests in NGY and GDTE. In addition, SRI obtained exclusive rights to sell Dunlop-brand tires
in those countries that were previously non-exclusive under the global alliance, including Russia, Turkey and certain countries in Africa.

We paid SRI a net amount of $271 million upon closing of the transactions described above. In addition, we delivered a
promissory note to GDTNA in an initial principal amount of $56 million, with a maturity date three years following the date of dissolution and at an interest rate of LIBOR plus 0.1%, that represented SRI’s 25% interest in a GDTNA loan
receivable from the Company.

 The contractual net consideration paid of $271 million, discussed
above, represented an amount agreed to by the Company and SRI as a result of arm’s length negotiations for the dissolution of the global alliance. In order to appropriately account for the various components of the dissolution
transaction within its consolidated financial statements, the Company independently estimated the fair value of each component of the dissolution transaction as of the October 1, 2015 closing date using commonly used fair
value measurement techniques, such as discounted cash flow methods and mark