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CORRESP
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CORRESP

 THE GOODYEAR TIRE & RUBBER COMPANY

Akron, Ohio 44316-0001

February 16, 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

Response Dated February 7, 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 and provides additional information, as requested by Ms. Houser during a telephone call with the
Company on February 10, 2017.

 For the convenience of the Commission staff, we have repeated your comment to which additional
information is being provided 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. The promissory note was discussed in our letter to you dated February 7, 2017.

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 (“EMEA Rights”). The Company retained the exclusive rights to sell Dunlop brand tires in the U.S., Canada and Mexico (“North America Rights”) on a royalty-free basis (prior to the
dissolution, a below-market royalty was paid to SRI for each Dunlop tire that was sold).

 The Company and SRI agreed to the cash payment
of $271 million which represents the total net cash consideration, or boot, that was paid by the Company to SRI upon the dissolution of the global alliance, as described in the immediately preceding paragraph. Subsequent to agreeing to the total net
cash consideration, the Company and SRI worked together to allocate consideration to each of the various components of the transaction in the Framework Agreement, primarily for U.S. federal, state, local and foreign tax purposes as is customary in
transactions

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involving the sale or exchange of assets. That allocation was primarily based on net book value and the methodology provided for in the original joint venture agreement, entered into in 1999, for
exit rights, and allocated the consideration primarily amongst the physical assets, including working capital and property, plant and equipment, exchanged in the transaction. ASC 820-10-35-10A provides that a fair value measurement of a nonfinancial
asset should take into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The
highest and best use is determined from the view of a market participant even if the reporting entity intends a different use. ASC 820-10-30-3 provides examples of when a transaction price might not represent the fair value of an asset or a
liability at initial recognition including the following:

a.
Transaction is between related parties – the dissolution of the joint venture was conducted between the joint venture partners and the transaction prices for the individual components were allocated based primarily
on net book value and the exit rights provided for in the original joint venture agreement.

b.
Unit of account represented by the transaction price is different from the unit of account of the asset or liability measured at fair value – transaction prices in the Framework Agreement were only established for
the purchase and sale of the equity interests in GDTE, NGY, GDTNA and DGT, the test track and the cash consideration. Transaction prices were not separately identified for rights and privileges that were required to be measured separately, namely
the EMEA Rights and the North America Rights.

c.
The market in which the transaction takes place is different from the principal market or most advantageous market – the dissolution of the joint venture was completed as a single exchange between the joint venture
partners. The most advantageous market would have included other market participants and been completed as individual transactions.

Accordingly, the Company concluded that, in order to properly account for this multiple element arrangement and each component of the transaction within its
consolidated financial statements, it needed to complete independent fair value valuations of each component, with the assistance of a third-party specialist, using a highest and best use for a market participant in order to proportionately allocate
the fair value amongst the components. The table below summarizes by component the contractual consideration allocated amount, contractual consideration allocation basis, fair value allocated amount, fair value approach used and appropriate ASC
reference:

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 (in millions USD)

Contractual Consideration Allocation

Fair Value Allocation

 Component

Amount

 Allocation Basis

Amount

 Fair Value Approach

ASC Reference

 Consideration received by the Company:

 GDTE:

 Acquisition of SRI’s 25%
interest

$
387

Approximated historical statutory net book value

$
550

Discounted cash flows and GPCM

ASC 810-10-45-
23, 24

 NGY:

 Acquisition of SRI’s 75%
interest

29

Approximated historical statutory net book value

31

Discounted cash flows and Adjusted Net Asset Value (“NAV”)

ASC 805-30-30-
1,7

 North America Rights

—

No value assigned

8

Relief from Royalty Method

ASC 350-30-25-2

 Total Consideration received

$
416

$
589

 Consideration paid to SRI:

 GDTNA:

Sale of 75% interest

$
125

Based on multiple of historical equity

$
228

Discounted cash flows and GPCM

ASC 810-10-40-
4, 5

 DGT:

Sale of 25% interest

14

Approximated historical statutory net book value

67

Dividend discount model and GPCM

ASC 323-10-35-
35, ASC 830-30-
40-1

 Test Track:

Sale to SRI

6

Approximated net book value

4

Cost and Market approaches

ASC 360-20

 EMEA Rights

—

No value assigned

19

With and Without Method

ASC 845-10-30-1

 Cash

271

271

 Total Consideration paid

$
416

$
589

 A discussion of the Company’s accounting for each component of the transaction, consistent with its white
paper on the dissolution transaction, is presented below.

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 Acquisition of 25% interest in GDTE

The Company acquired SRI’s 25% interest in GDTE. Historically, the Company consolidated GDTE using the voting interest model. The
acquisition of the additional 25% interest in GDTE did not change the Company’s control over GDTE, nor the requirements to consolidate GDTE under the voting interest model. ASC 810-10-45-23 provides that changes in a parent’s ownership
interest while the parent retains a controlling financial interest in a subsidiary shall be accounted for as an equity transaction. No gain or loss shall be recognized in net income and the carrying amount of the non-controlling interest shall be
adjusted to reflect the change in its ownership interest in the subsidiary. Any difference between the fair value of the consideration paid and the amount by which the non-controlling interest is adjusted shall be recognized in equity attributable
to the parent. ASC 810-10-45-24 provides that the carrying amount of accumulated other comprehensive income or loss shall be adjusted to reflect the change in the ownership interest in the subsidiary through equity.

The allocated contractual consideration for GDTE was $387 million, as set forth in our letter to you dated February 7, 2017 and the above
table. As agreed by both parties, the contractual consideration allocated to GDTE approximated 25% of the statutory historical equity of GDTE, which approximated net book value. The Company concluded the appropriate basis for determining the
accounting for GDTE was a comprehensive fair value reflecting the highest and best use from a market participant’s perspective. The Company, working with a third party valuation specialist, estimated the fair value of the 25% interest in GDTE
to be $550 million using a discounted cash flow method and Guideline Public Company Method (“GPCM”). In accordance with ASC 810-10-45-23, the $28 million difference between the estimated fair value of $550 million and the carrying value of
the non-controlling interest of $522 million was adjusted in the Company’s equity. The Accumulated Other Comprehensive Loss (“AOCL”) in the non-controlling interest of $107 million was recorded in the Company’s AOCL.

Acquisition of 75% interest in NGY

The Company acquired SRI’s 75% interest in NGY. Historically, the Company accounted for its 25% non-controlling investment in NGY using
the equity method. In accordance with ASC 805-10-25-1, we concluded NGY was a business. ASC 805-20-25-1, ASC 805-30-30-1 and ASC 805-30-30-7, require that, as of the acquisition date, the acquirer shall recognize separately from goodwill, if any,
the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. The goodwill shall be measured as the excess of (a) over (b):

a.
The aggregate of the following:

1.
The consideration transferred measured in accordance with this section, which generally requires acquisition date fair value,

2.
The fair value of any non-controlling interest in the acquiree, and

3.
In a business combination achieved in stages, the acquisition date fair value of the acquirer’s previously held equity in interest in the acquiree.

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b.
The net of the acquisition date amounts of the identifiable assets acquired and the liabilities assumed.

The allocated contractual consideration for NGY was $29 million, as set forth in our letter to you dated February 7, 2017 and the above
table. As agreed by both parties, the contractual consideration allocated to NGY was based on the original joint venture agreement and approximated 75% of the statutory historical net book value of NGY. The Company concluded the appropriate basis
for determining the accounting for NGY was a comprehensive fair value reflecting the highest and best use from a market participant’s perspective. The Company, working with a third party valuation specialist, estimated the fair value of the 75%
interest in NGY to be $31 million using a discounted cash flow method and the Adjusted Net Asset Value (“NAV”) method. In accordance with ASC 805-30-30-1, the Company recognized goodwill of $6 million which represented the difference
between the fair value of consideration paid of $31 million and the fair value of the previously held equity interest in NGY of $9 million less the identifiable net assets acquired of $34 million.

ASC 805-10-25-10 provides that for a business combination achieved in stages, the acquirer shall remeasure its previously held equity interest
in the acquiree at the acquisition date fair value and recognize the resulting gain or loss in earnings. The amount recognized in earnings should also include the amount of AOCL related to the held investment. In accordance with ASC 805-10-25-10,
the Company recognized a loss of $5 million in earnings which represented the estimated fair value of its 25% interest of $9 million less the carrying value of its equity investment of $9 million and foreign currency translation losses of $5 million
that were included in AOCL.

 Sale of 75% controlling interest in GDTNA

The Company sold its 75% controlling interest in GDTNA to SRI. Historically, the Company consolidated GDTNA using the voting interest model.
ASC 810-10-40-4 and ASC 810-10-40-5 provide that a parent shall deconsolidate a subsidiary as of the date the parent ceases to have a controlling financial interest in that subsidiary and that a parent shall account for the deconsolidation of a
subsidiary or derecognition of a group of assets by recognizing a gain or loss in net income attributable to the parent, measured by the difference between (a) and (b):

a.
The aggregate of:

1.
The fair value of any consideration received,

2.
The fair value of any retained non-controlling investment, and

3.
The carrying amount of any non-controlling interest in the former subsidiary (including AOCL).

b.
The carrying amount of the former subsidiary’s assets and liabilities.

 The allocated
contractual consideration for GDTNA was $125 million, as set forth in our letter to you dated February 7, 2017 and the above table. As agreed by both parties, the contractual consideration allocated to GDTNA was based on the original joint
venture agreement and was based on 75% of the historical equity adjusted by a multiple of equity derived by reference to one comparable company. The Company concluded the appropriate basis for

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determining the accounting for GDTNA was a comprehensive fair value reflecting the highest and best use from a market participant’s perspective. The Company, working with a third party
valuation specialist, estimated the fair value of the 75% interest in GDTNA to be $228 million using a discounted cash flow method and GPCM. In