SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 20152016
Commission File Number: 1-1927
THE GOODYEAR TIRE & RUBBER COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Ohio
(State or Other Jurisdiction of
Incorporation or Organization)
 
34-0253240
(I.R.S. Employer
Identification No.)
   
200 Innovation Way, Akron, Ohio
(Address of Principal Executive Offices)
 
44316-0001
(Zip Code)
(330) 796-2121
(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ
 
Accelerated filer o
 
Non-accelerated filer o
 
Smaller reporting company o
    (Do not check if a smaller reporting company)  
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Number of Shares of Common Stock,
Without Par Value, Outstanding at June 30, 2015:2016:
 269,398,559262,448,046
 






TABLE OF CONTENTS

 
  
  
  
  
  
 
  
  
  
 
 
 
 
 
 
 
 
 
 






PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.


THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three Months Ended Six Months EndedThree Months Ended Six Months Ended
June 30, June 30,June 30, June 30,
(In millions, except per share amounts)2015 2014 2015 20142016 2015 2016 2015
Net Sales$4,172
 $4,656
 $8,196
 $9,125
$3,879
 $4,172
 $7,570
 $8,196
Cost of Goods Sold3,027
 3,532
 6,093
 7,050
2,813
 3,027
 5,514
 6,093
Selling, Administrative and General Expense648
 698
 1,256
 1,365
593
 648
 1,208
 1,256
Rationalizations (Note 2)46
 24
 62
 65
48
 46
 59
 62
Interest Expense106
 102
 209
 207
104
 110
 195
 217
Other (Income) Expense (Note 3)17
 8
 (111) 176
20
 13
 26
 (119)
Income before Income Taxes328
 292
 687
 262
301
 328
 568
 687
United States and Foreign Taxes (Note 5)120
 60
 243
 68
United States and Foreign Taxes (Note 4)93
 120
 171
 243
Net Income208
 232
 444
 194
208
 208
 397
 444
Less: Minority Shareholders’ Net Income16
 19
 28
 32
6
 16
 11
 28
Goodyear Net Income192
 213
 416
 162
$202
 $192
 $386
 $416
Less: Preferred Stock Dividends
 
 
 7
Goodyear Net Income available to Common Shareholders$192
 $213
 $416
 $155
Goodyear Net Income available to Common Shareholders — Per Share of Common Stock       
Goodyear Net Income — Per Share of Common Stock       
Basic$0.71
 $0.77
 $1.54
 $0.59
$0.76
 $0.71
 $1.45
 $1.54
Weighted Average Shares Outstanding (Note 6)270
 276
 270
 262
Weighted Average Shares Outstanding (Note 5)264
 270
 266
 270
Diluted$0.70
 $0.76
 $1.52
 $0.58
$0.75
 $0.70
 $1.43
 $1.52
Weighted Average Shares Outstanding (Note 6)274
 281
 274
 281
Weighted Average Shares Outstanding (Note 5)268
 274
 269
 274
              
Cash Dividends Declared Per Common Share$0.06
 $0.05
 $0.12
 $0.10
$0.07
 $0.06
 $0.14
 $0.12
The accompanying notes are an integral part of these consolidated financial statements.



- 1-




THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

Three Months Ended Six Months EndedThree Months Ended Six Months Ended
June 30, June 30,June 30, June 30,
(In millions)2015 2014 2015 20142016 2015 2016 2015
Net Income$208
 $232
 $444
 $194
$208
 $208
 $397
 $444
Other Comprehensive Income (Loss):              
Foreign currency translation, net of tax of $10 and ($24) in 2015 ($0 and $0 in 2014)23
 21
 (105) 15
Reclassification adjustment for amounts recognized in income, net of tax of $0 and $0 in 2015 ($0 and $0 in 2014)1
 (2) 1
 (2)
Foreign currency translation, net of tax of ($3) and $14 in 2016 ($10 and ($24) in 2015)(53) 23
 7
 (105)
Reclassification adjustment for amounts recognized in income, net of tax of $0 and $0 in 2016 ($0 and $0 in 2015)
 1
 
 1
Defined benefit plans:              
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $9 and $18 in 2015 ($1 and $3 in 2014)18
 25
 37
 57
Decrease in net actuarial losses, net of tax of $11 and $11 in 2015 ($3 and $3 in 2014)24
 5
 24
 24
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures, net of tax of $0 and $0 in 2015 ($0 and $0 in 2014)2
 
 2
 42
Deferred derivative gains (losses), net of tax of $0 and $2 in 2015 ($(1) and $(1) in 2014)(3) 1
 10
 (1)
Reclassification adjustment for amounts recognized in income, net of tax of ($1) and ($2) in 2015 ($0 and $0 in 2014)(9) 
 (13) 1
Unrealized investment gains (losses), net of tax of ($3) and $1 in 2015 ($0 and $0 in 2014)(6) 6
 1
 1
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $8 and $16 in 2016 ($9 and $18 in 2015)16
 18
 32
 37
Decrease in net actuarial losses, net of tax of $1 and $0 in 2016 ($11 and $11 in 2015)1
 24
 1
 24
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures, net of tax of $0 and $0 in 2016 ($0 and $0 in 2015)15
 2
 15
 2
Deferred derivative gains (losses), net of tax of $1 and $0 in 2016 ($0 and $2 in 2015)9
 (3) 3
 10
Reclassification adjustment for amounts recognized in income, net of tax of ($1) and ($2) in 2016 (($1) and ($2) in 2015)(5) (9) (8) (13)
Unrealized investment gains (losses), net of tax of $0 and $0 in 2016 (($3) and $1 in 2015)
 (6) 
 1
Other Comprehensive Income (Loss)50
 56
 (43) 137
(17) 50
 50
 (43)
Comprehensive Income258
 288
 401
 331
191
 258
 447
 401
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders35
 22
 (15) 51
1
 35
 13
 (15)
Goodyear Comprehensive Income$223
 $266
 $416
 $280
$190
 $223
 $434
 $416
The accompanying notes are an integral part of these consolidated financial statements.


- 2-




THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, December 31,June 30, December 31,
(In millions)2015 20142016 2015
Assets:      
Current Assets:      
Cash and Cash Equivalents$1,638
 $2,161
$1,138
 $1,476
Accounts Receivable, less Allowance — $97 ($89 in 2014)2,476
 2,126
Accounts Receivable, less Allowance — $110 ($105 in 2015)2,475
 2,033
Inventories:      
Raw Materials488
 535
445
 419
Work in Process144
 149
141
 138
Finished Products1,913
 1,987
2,100
 1,907
2,545
 2,671
2,686
 2,464
Deferred Income Taxes579
 570
Assets Held for Sale (Note 4)218
 
Prepaid Expenses and Other Current Assets239
 196
169
 153
Total Current Assets7,695
 7,724
6,468
 6,126
Goodwill563
 601
560
 555
Intangible Assets132
 138
138
 138
Deferred Income Taxes1,572
 1,762
Deferred Income Taxes (Note 4)2,028
 2,141
Other Assets744
 731
706
 654
Property, Plant and Equipment, less Accumulated Depreciation — $8,733 ($9,029 in 2014)6,810
 7,153
Property, Plant and Equipment, less Accumulated Depreciation — $9,042 ($8,637 in 2015)6,960
 6,777
Total Assets$17,516
 $18,109
$16,860
 $16,391
      
Liabilities:      
Current Liabilities:      
Accounts Payable-Trade$2,602
 $2,878
$2,643
 $2,769
Compensation and Benefits (Notes 10 and 11)675
 724
Liabilities Held for Sale (Note 4)203
 
Compensation and Benefits (Notes 9 and 10)605
 666
Other Current Liabilities904
 956
855
 886
Notes Payable and Overdrafts (Note 8)36
 30
Long Term Debt and Capital Leases due Within One Year (Note 8)321
 148
Notes Payable and Overdrafts (Note 7)145
 49
Long Term Debt and Capital Leases due Within One Year (Note 7)346
 585
Total Current Liabilities4,741
 4,736
4,594
 4,955
Long Term Debt and Capital Leases (Note 8)5,746
 6,216
Compensation and Benefits (Notes 10 and 11)1,452
 1,676
Deferred and Other Noncurrent Income Taxes186
 181
Long Term Debt and Capital Leases (Note 7)5,745
 5,074
Compensation and Benefits (Notes 9 and 10)1,393
 1,468
Deferred Income Taxes (Note 4)90
 91
Other Long Term Liabilities626
 873
630
 661
Total Liabilities12,751
 13,682
12,452
 12,249
Commitments and Contingent Liabilities (Note 12)
 
Minority Shareholders’ Equity (Note 1)569
 582
Commitments and Contingent Liabilities (Note 11)
 
Shareholders’ Equity: 
  
 
  
Goodyear Shareholders’ Equity:      
Common Stock, no par value: 
  
 
  
Authorized, 450 million shares, Outstanding shares — 269 million (269 million in 2014) after deducting 9 million treasury shares (9 million in 2014)269
 269
Authorized, 450 million shares, Outstanding shares — 262 million (267 million in 2015) after deducting 16 million treasury shares (11 million in 2015)262
 267
Capital Surplus3,117
 3,141
2,964
 3,093
Retained Earnings4,727
 4,343
4,918
 4,570
Accumulated Other Comprehensive Loss(4,143) (4,143)(3,962) (4,010)
Goodyear Shareholders’ Equity3,970
 3,610
4,182
 3,920
Minority Shareholders’ Equity — Nonredeemable226
 235
226
 222
Total Shareholders’ Equity4,196
 3,845
4,408
 4,142
Total Liabilities and Shareholders’ Equity$17,516
 $18,109
$16,860
 $16,391
The accompanying notes are an integral part of these consolidated financial statements.

- 3-




THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months EndedSix Months Ended
June 30,June 30,
(In millions)2015 20142016 2015
Cash Flows from Operating Activities:      
Net Income$444
 $194
$397
 $444
Adjustments to Reconcile Net Income to Cash Flows from Operating Activities:      
Depreciation and Amortization349
 371
355
 349
Amortization and Write-Off of Debt Issuance Costs5
 10
20
 5
Provision for Deferred Income Taxes171
 (1)87
 171
Net Pension Curtailments and Settlements2
 39
14
 2
Net Rationalization Charges (Note 2)62
 65
59
 62
Rationalization Payments(86) (119)(52) (86)
Net Gains on Asset Sales (Note 3)(1) (3)(1) (1)
Pension Contributions and Direct Payments(51) (1,257)(48) (51)
Net Venezuela Currency Loss (Note 3)
 157
Gain on Recognition of Deferred Royalty Income (Note 3)(155) 

 (155)
Changes in Operating Assets and Liabilities, Net of Asset Acquisitions and Dispositions:      
Accounts Receivable(439) (376)(417) (439)
Inventories(13) (318)(176) (13)
Accounts Payable — Trade(25) 86
(93) (25)
Compensation and Benefits(46) 35
(104) (46)
Other Current Liabilities(18) (26)(68) (18)
Other Assets and Liabilities75
 9
(93) 75
Total Cash Flows from Operating Activities274
 (1,134)(120) 274
Cash Flows from Investing Activities:      
Capital Expenditures(448) (441)(466) (448)
Asset Dispositions (Note 3)8
 5
1
 8
Decrease (Increase) in Restricted Cash(6) 3
11
 (6)
Short Term Securities Acquired(49) (41)(34) (49)
Short Term Securities Redeemed21
 46
23
 21
Other Transactions5
 7

 5
Total Cash Flows from Investing Activities(469) (421)(465) (469)
Cash Flows from Financing Activities:      
Short Term Debt and Overdrafts Incurred49
 18
124
 49
Short Term Debt and Overdrafts Paid(43) (24)(36) (43)
Long Term Debt Incurred1,116
 1,314
3,283
 1,116
Long Term Debt Paid(1,312) (823)(2,931) (1,312)
Common Stock Issued18
 31
3
 18
Common Stock Repurchased (Note 13)(52) (65)
Common Stock Dividends Paid (Note 13)(32) (26)
Preferred Stock Dividends Paid (Note 13)
 (15)
Common Stock Repurchased (Note 12)(150) (52)
Common Stock Dividends Paid (Note 12)(38) (32)
Transactions with Minority Interests in Subsidiaries(1) (34)(7) (1)
Debt Related Costs and Other Transactions(10) 
(23) (10)
Total Cash Flows from Financing Activities(267) 376
225
 (267)
Effect of Exchange Rate Changes on Cash and Cash Equivalents(61) (180)22
 (61)
Net Change in Cash and Cash Equivalents(523) (1,359)(338) (523)
Cash and Cash Equivalents at Beginning of the Period2,161
 2,996
1,476
 2,161
Cash and Cash Equivalents at End of the Period$1,638
 $1,637
$1,138
 $1,638
The accompanying notes are an integral part of these consolidated financial statements.
- 4-




THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1. ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared by The Goodyear Tire & Rubber Company (the “Company,” “Goodyear,” “we,” “us” or “our”) in accordance with Securities and Exchange Commission rules and regulations and generally accepted accounting principles in the United States of America ("US GAAP") and in the opinion of management contain all adjustments (including normal recurring adjustments) necessary to present fairly state the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 20142015 (the “20142015 Form 10-K”).
We are a party to shareholder agreements concerning certain of our less-than-wholly-owned consolidated subsidiaries. Under the terms of certain of these agreements, the minority shareholders have the right to require us to purchase their ownership interests in the respective subsidiaries if there is a change in control of Goodyear, a bankruptcy of Goodyear, or other circumstances. Accordingly, we have reported the minority equity in those subsidiaries outside of shareholders’ equity.
Operating results for the three and six months ended June 30, 20152016 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2016.
Effective January 1, 2016, we combined our previous North America and Latin America strategic business units ("SBUs") into one Americas SBU. Accordingly, we have also combined the North America and Latin America reportable segments effective on that date to align with the new organizational structure and the basis used for reporting to our Chief Executive Officer. Prior periods have been restated to reflect this change.
Recently Adopted Accounting Standards
Effective January 1, 2016, we adopted an accounting standards update providing new guidance on the presentation of debt issuance costs that requires costs incurred to issue debt to be presented on the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Debt issuance costs incurred in connection with line-of-credit arrangements will be presented as an asset. The new guidance also requires the amortization of such costs be reported in Interest Expense in the Statement of Operations. The adoption of this standards update resulted in reclassifications of $15 million from Prepaid Expenses and Other Current Assets and $33 million from Other Assets which decreased Long Term Debt and Capital Leases Due Within One Year by $2 million and Long Term Debt and Capital Leases by $46 million at December 31, 2015. The adoption of this standards update also resulted in a reclassification of $4 million and $8 million of expense from Other (Income) Expense to Interest Expense in the Statement of Operations for the three and six months ended June 30, 2015, respectively.
Recently Issued Accounting Standards
In July 2015,March 2016, the Financial Accounting Standards Board (“FASB”("FASB") issued an accounting standards update with new guidance on simplifyingemployee share-based payment accounting. This update involves several aspects of the accounting for share-based payment transactions, including income tax effects, forfeitures and classifications on the statement of cash flows. The standards update is effective for fiscal years and interim periods beginning after December 15, 2016. Early adoption is permitted in an interim or annual period; however, all amendments must be adopted at the same time. We are currently assessing the impact of this standards update on our consolidated financial statements.
In March 2016, the FASB issued an accounting standards update with new guidance on the transition to the equity method of accounting. This update eliminates the requirement that an investor retrospectively apply equity method accounting when an investment that it had accounted for by another method initially qualifies for the equity method. Instead, the investor is required to apply the equity method prospectively from the date the investment qualifies for the equity method. In addition, an entity that has an available-for-sale equity security that becomes qualified for the equity method must recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment qualifies for the equity method. The standards update is effective prospectively for fiscal years and interim periods beginning after December 15, 2016, with early adoption permitted. The adoption of this standards update is not expected to impact our consolidated financial statements.
In February 2016, the FASB issued an accounting standards update with new guidance intended to increase transparency and comparability among organizations relating to leases.  Lessees will be required to recognize a liability to make lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term.  The FASB retained a dual model for lease classification, requiring leases to be classified as finance or operating leases to determine recognition in the statements of operations and cash flows; however, almost all leases will be required to be recognized on the balance sheet.  Lessor accounting is largely unchanged from the current accounting model.  The standards update will also require quantitative and qualitative disclosures regarding key information about leasing arrangements. The standards update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. It must be adopted using a modified retrospective approach, and provides for certain practical expedients. The transition will require application at the


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

beginning of the earliest comparative period presented at the time of adoption. We are currently assessing the impact of this standards update on our consolidated financial statements.
In July 2015, the FASB issued an accounting standards update with new guidance on the measurement of inventory. Inventory within the scope of this update is required to be measured at the lower of its cost or net realizable value, with net realizable value being the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The standards update is effective prospectively for fiscal years and interim periods beginning after December 15, 2016, with early adoption permitted. We are currently assessing the impact of adopting this standards update on our consolidated financial statements.
In April 2015, the FASB issued an accounting standards update with new guidance on whether a cloud computing arrangement includes a software license and the accounting for such an arrangement. If a cloud computing arrangement includes a software license, then the software license element of the arrangement should be accounted for consistently with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the agreement should be accounted for as a service contract. The standards update is effective for fiscal years and interim periods beginning after December 15, 2015, with early adoption permitted. The adoption of this standards update is not expected to have a material impact on our consolidated financial statements.
In April 2015, the FASB issued an accounting standards update with new guidance on the presentation of debt issuance costs that requires all costs incurred to issue debt to be presented on the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The standards update is effective for fiscal years and interim periods beginning after December 15, 2015, with early adoption permitted. The adoption of this standards update will not have a material impact on our consolidated financial statements.
In August 2014, the FASB issued an accounting standards update with new guidance on management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management must evaluate whether it is probable that known conditions or events, considered in the aggregate, would raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. If such conditions or events are identified, the standard requires management's mitigation plans to alleviate the doubt or a statement of the substantial doubt about the entity’s ability to continue as a going concern to be disclosed in the financial statements. The standards update is effective for fiscal years and interim periods beginningthe first annual period ending after December 15, 2016, with early adoption permitted. The adoption of this standards update is not expected to impact our consolidated financial statements.
In May 2014, the FASB issued an accounting standards update with new guidance on recognizing revenue from contracts with customers.  The standards update outlines a single comprehensive model for entities to utilize to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that will be received in exchange for the goods and services.  Additional disclosures will also be required to enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. On July 9,In 2016, the FASB issued accounting standards updates to address implementation issues and to clarify the guidance for identifying performance obligations, licenses and determining if a company is the principal or agent in a revenue arrangement. In August 2015, the FASB deferred the effective date of this standards update to fiscal years beginning after December 15, 2017, with early adoption permitted on the original effective date

- 5-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

of fiscal years beginning after December 15, 2016. The standard permits the use of either a retrospective or modified retrospective application. We are currently evaluating our significant contracts and assessing any impact of adopting this standards update on our consolidated financial statements.
Recently Adopted Accounting StandardsPrinciples of Consolidation
The consolidated financial statements include the accounts of all legal entities in which we hold a controlling financial interest. A controlling financial interest generally arises from our ownership of a majority of the voting shares of our subsidiaries. We would also hold a controlling financial interest in variable interest entities if we are considered to be the primary beneficiary. Investments in companies in which we do not own a majority interest and we have the ability to exercise significant influence over operating and financial policies are accounted for using the equity method. Investments in other companies are carried at cost. All intercompany balances and transactions have been eliminated in consolidation.
Effective December 31, 2015, we concluded that we did not meet the accounting criteria for control over our Venezuelan subsidiary and began reporting the results of our Venezuelan subsidiary using the cost method of accounting. We have determined the fair value of our investment in, and receivables from, our Venezuelan subsidiary to be insignificant based on our expectations of dividend payments and settlements of such receivables in future periods. Beginning January 1, 2016, our financial results do not include the operating results of our Venezuelan subsidiary although that subsidiary has continued operations. We will record income from sales of inventory and raw materials or from dividends or royalties to the extent cash is received from our Venezuelan subsidiary. Our exposure to future losses resulting from our Venezuelan subsidiary is limited to the extent that we decide to provide raw materials or finished goods to, or make future investments in, our Venezuelan subsidiary.
Dissolution of Global Alliance with Sumitomo Rubber Industries, Ltd. ("SRI")
On October 1, 2015, the Company completed the 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.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Pursuant to the Framework Agreement, the Company has sold to SRI its 75% interest in GDTNA, 25% interest in DGT and Huntsville, Alabama test track used by GDTNA. 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.
The Company also has acquired from SRI its 75% interest in NGY and 25% interest in GDTE. 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.
Prior to October 1, 2015, GDTE’s assets and liabilities were included in our consolidated balance sheets and GDTE’s results of operations were included in our consolidated statements of operations, which also reflected SRI’s minority interest in GDTE. Subsequent to October 1, 2015, we adopted an accounting standards update providing new guidance oncontinue to include GDTE in our consolidated balance sheets and consolidated statements of operations; however, there is no minority interest impact to our results of operations related to GDTE. Additionally, prior to October 1, 2015, we accounted for NGY under the requirements for reporting a discontinued operation. The standards update allows only those disposals representing a strategic shift in operations with a major effect on the entity's operations and financial results to be reportedequity method as a discontinued operation. It also allows companies to have significant continuing involvement and continuing cash flows with the discontinued operations. Additional disclosures are also required for discontinued operations and individually material disposal transactions that do not meet the definition of a discontinued operation. The adoption of this standards updatewe did not impacthave a controlling financial interest in NGY. Subsequent to October 1, 2015, we have a controlling interest in NGY and, accordingly, NGY’s assets and liabilities are included in our consolidated financial statements.balance sheets and NGY’s results of operations are included in our consolidated statements of operations.
Reclassifications and Adjustments
Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation. In the second quarter of 2016, we recorded an out of period adjustment of $24 million of expense related to the elimination of intracompany profit in Americas. The adjustment primarily relates to the years, and interim periods therein, of 2012 to 2015, with the majority attributable to 2012. The adjustment did not have a material effect on any of the periods impacted.

NOTE 2. COSTS ASSOCIATED WITH RATIONALIZATION PROGRAMS
In order to maintain our global competitiveness, we have implemented rationalization actions over the past several years to reduce high-cost manufacturing capacity and associate headcount. Rationalization actions initiated
The following table shows the roll-forward of our liability between periods:
   Other Exit and  
(In millions)Associate- Non-cancelable  
 Related Costs Lease Costs Total
Balance at December 31, 2015$96
 $7
 $103
2016 Charges55
 7
 62
Reversed to the Statements of Operations(2) 
 (2)
Incurred, Net of Foreign Currency Translation of $1 million and $0 million, respectively(36) (9) (45)
Balance at June 30, 2016$113
 $5
 $118
The accrual balance of $118 million at June 30, 2016 is expected to be substantially utilized within the next 12 months, and includes $26 million related to manufacturing headcount reductions in certain countries in Europe, Middle East and Africa ("EMEA"), $25 million related to the second quarter of 2015 included a plan to close our Wolverhampton, U.K. mixing and retreading facility and to transfer the production to other manufacturing facilities in Europe, Middle East and Africa ("EMEA") and a plan to transfer consumer tire production from our manufacturing facility in Wittlich, Germany to other manufacturing facilities in EMEA. We also initiated plans for selling, administrativeEMEA, and general expense ("SAG") headcount reductions in North America and EMEA.
The following table shows the roll-forward of our liability between periods:
   Other Exit and  
(In millions)Associate- Non-cancelable  
 Related Costs Lease Costs Total
Balance at December 31, 2014$117
 $2
 $119
2015 Charges51
 12
 63
Reversed to the Statements of Operations
 
 
Incurred, Net of Foreign Currency Translation of $(9) million and $0 million, respectively (1)
(61) (13) (74)
Balance at June 30, 2015$107
 $1
 $108
(1)Incurred in the first six months of 2015 of $74 million excludes $20 million of rationalization payments for labor claims relating to a previously closed facility in Greece. Refer to Note 3.
The accrual balance of $108 million at June 30, 2015 is expected to be substantially utilized within the next 12 months, and includes $46$18 million related to the plan to exit the farm tire business in EMEA and the closure of one of our manufacturing facilities in Amiens, France and $27 million related to the plan to close our Wolverhampton, U.K. mixing and retreading facility.France.

- 6-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The following table shows net rationalization charges included in Income before Income Taxes:
 Three Months Ended Six Months Ended Three Months Ended Six Months Ended
(In millions) June 30, June 30, June 30, June 30,
 2015 2014 2015 2014 2016 2015 2016 2015
Current Year Plans                
Associate Severance and Other Related Costs $35
 $5
 $35
 $9
 $43
 $35
 $43
 $35
Other Exit and Non-Cancelable Lease Costs 1
 
 1
 1
 
 1
 
 1
Current Year Plans - Net Charges $36
 $5
 $36
 $10
 $43
 $36
 $43
 $36
                
Prior Year Plans                
Associate Severance and Other Related Costs $6
 $10
 $16
 $45
 $6
 $6
 $10
 $16
Pension Curtailment Gain (1) (2) (1) (22) (1) (1) (1) (1)
Other Exit and Non-Cancelable Lease Costs 5
 11
 11
 32
 
 5
 7
 11
Prior Year Plans - Net Charges 10
 19
 26
 55
 5
 10
 16
 26
Total Net Charges $46
 $24
 $62
 $65
 $48
 $46
 $59
 $62
                
Asset Write-off and Accelerated Depreciation Charges $
 $2
 $2
 $3
 $5
 $
 $7
 $2
Substantially all of the new charges for the three and six months ended June 30, 20152016 and 20142015 related to future cash outflows. Net current year plan charges for the three and six months ended June 30, 20152016 primarily related to manufacturing headcount reductions in EMEA to improve operating efficiency. In addition, we initiated a plan to reduce selling, administrative and general headcount.
Net prior year plan charges for the three and six months ended June 30, 2016 include charges of $27$3 million and $9 million, respectively, for associate severance and idle plant costs related to the plan to closeclosure of one of our Wolverhampton, U.K. mixing and retreading facility.
manufacturing facilities in Amiens, France. Net prior year plan charges for the three and six months ended June 30, 2015 include charges of $7 million and $19 million, respectively, for associate severance and idle plant costs related to the closure of one of our manufacturing facilities in Amiens, France and our exit from the farm business in EMEA. In addition, net prior year plan charges for the three and six months ended June 30, 2014 include charges of $14 million and $64 million, respectively, for associate severance and idle plant costs, partially offset by a pension curtailment gain of $2 million and $22 million, respectively, related to the closure of one of our manufacturing facilities in Amiens, France.
Net charges for the three and six months ended June 30, 20142016 included reversals of $2 million and $5 million, respectively, for actions no longer needed for their originally intended purposes. Ongoing rationalization plans had approximately $375 million in charges incurred prior to 2016 and approximately $25 million is expected to be incurred in future periods.
Approximately 500300 associates will be released under new plans initiated in 2015, of which approximately 100 associates have been released as of June 30, 2015.2016. In the first six months of 2015,2016, approximately 100300 associates were released under plans initiated in prior years, primarily related to our exit from the farm tire business in EMEA and the closure of one of our manufacturing facilities in Amiens, France.years. In total, approximately 500700 associates remain to be released under all ongoing rationalization plans.
At June 30, 2015,2016, approximately 800 former associates of the closed Amiens, France manufacturing facility have asserted wrongful termination or other claims against us. Refer to Note 12.to the Consolidated Financial Statements No. 11, Commitments and Contingent Liabilities, in this Form10-Q.

Accelerated depreciation charges for the three and six months ended June 30, 2016 primarily related to the plan to close our Wolverhampton, U.K. mixing and retreading facility. Accelerated depreciation charges for the six months ended June 30, 2015 related to property and equipment in one of our manufacturing facilities in Amiens, France. Accelerated depreciation charges for all periods were recorded in cost of goods sold (“CGS”).
NOTE 3. OTHER (INCOME) EXPENSE
 Three Months Ended Six Months Ended
 June 30, June 30,
(In millions)2015 2014 2015 2014
Royalty income$(10) $(9) $(175) $(18)
Financing fees and financial instruments15
 19
 31
 36
Net foreign currency exchange (gains) losses13
 (2) 29
 151
Interest income(4) (13) (9) (19)
General and product liability — discontinued products4
 11
 9
 17
Net gains on asset sales(1) (5) (1) (3)
Miscellaneous
 7
 5
 12
 $17
 $8
 $(111) $176


- 7-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Royalty incomeNOTE 3. OTHER (INCOME) EXPENSE
 Three Months Ended Six Months Ended
 June 30, June 30,
(In millions)2016 2015 2016 2015
Financing fees and financial instruments$52
 $11
 $68
 $23
General and product liability expense (income) — discontinued products(14) 4
 (16) 9
Royalty income(10) (10) (14) (175)
Interest income(4) (4) (8) (9)
Net foreign currency exchange (gains) losses(1) 13
 (3) 29
Net gains on asset sales
 (1) (1) (1)
Miscellaneous (income) expense(3) 
 
 5
 $20
 $13
 $26
 $(119)
Financing fees and financial instruments consists of commitment fees and charges incurred in connection with financing transactions. Financing fees and financial instruments for the second quarterthree and six months ended June 30, 2016 includes a $44 million redemption premium related to the redemption of 2015 wascertain notes as further described in Note to the Consolidated Financial Statements No. 7, Financing Arrangements and Derivative Financial Instruments, in this Form 10-Q.
General and product liability expense (income) - discontinued products consists of charges for claims against us related primarily to asbestos personal injury claims, net of probable insurance recoveries. General and product liability expense (income) - discontinued products for the three and six months ended June 30, 2016 includes a benefit of $4 million for the recovery of past costs from one of our asbestos insurers and a benefit of $10 million comparedrelated to $9 millionchanges in the second quarter of 2014. Royalty incomeassumptions for probable insurance recoveries for asbestos claims in the first six months of 2015 and 2014 was $175 million and $18 million, respectively. future periods.
Royalty income is derived primarily from licensing arrangements related to divested businesses. Royalty income infor the first six months ofended June 30, 2015 includedincludes a one-time pre-tax gain of $155 million on the recognition of deferred income resulting from the termination of a licensing agreement associated with the sale of our former Engineered Products business ("Veyance"(“Veyance”). The licensing agreement was terminated following the acquisition of Veyance by Continental AG in January 2015.
Net foreign currency exchange losses in the second quarter of 2015 were $13 million, primarily related to Venezuela, compared to net gains of $2 million in the second quarter of 2014. Net losses in the first six months of 2015 and 2014 were $29 million and $151 million, respectively. Net foreign currency exchange losses in the first six months of 2014 included a net remeasurement loss of $157 million in Venezuela resulting from the devaluation of the Venezuelan bolivar fuerte against the U.S. dollar. Foreign currency exchange also reflects net gains and losses resulting from the effect of exchange rate changes on various foreign currency transactions worldwide.
Effective January 24, 2014, Venezuela’s exchange rate applicable to the settlement of certain transactions, including payments of dividends and royalties, changed to an auction-based floating rate, the Complementary System of Foreign Currency Administration (“SICAD”) rate, which was 11.4 and 12.8 bolivares fuertes to the U.S. dollar at January 24, 2014 and June 30, 2015, respectively.
We are required to remeasure our bolivar-denominated monetary assets and liabilities at the rate expected to be available for future dividend remittances by our Venezuelan subsidiary. Therefore, in the first six months of 2014 we recorded a net remeasurement loss of $157 million using the then-applicable SICAD rate. All bolivar-denominated monetary assets and liabilities were remeasured at 12.8 and 12.0 bolivares fuertes to the U.S. dollar at June 30, 2015 and December 31, 2014, respectively.
The official exchange rate for imports of essential goods, such as certain raw materials needed for the production of tires, remained at 6.3 bolivares fuertes to the U.S. dollar; however, the previously existing subsidy exchange rate of 4.3 bolivares fuertes to the U.S. dollar was eliminated and, accordingly, we derecognized $11 million of previously recognized subsidy receivables as part of the $157 million remeasurement loss in the first six months of 2014.
We also recorded a subsidy receivable at January 24, 2014 of $50 million related to certain U.S. dollar-denominated payables that were expected to be settled at the official exchange rate of 6.3 bolivares fuertes to the U.S. dollar for essential goods, based on ongoing approvals for importation of such goods. In the fourth quarter of 2014, we entered into an agreement with the Venezuelan government to settle $85 million of U.S. dollar-denominated payables at the SICAD rate that we previously had expected to be settled at the official exchange rate for imports of essential goods of 6.3 bolivares fuertes to the U.S. dollar and, accordingly, derecognized the remaining subsidy receivable of $45 million. As of June 30, 2015, we have received payments of $7 million under this agreement. Going forward, subsidies received from the government related to certain U.S. dollar-denominated payables settled at the official exchange rate for imports of essential goods of 6.3 bolivares fuertes to the U.S. dollar will only be recognized in cost of goods sold (“CGS”) upon receipt.
Interest income in the second quarter of 2015 was $4 million, compared to interest income of $13 million in the second quarter of 2014. Interest income in the first six months of 2015 and 2014 was $9 million and $19 million, respectively. Interest income consisted primarily of amounts earned on cash deposits. Interest income in the three and six months ended June 30, 2014 included $9 million earned on the settlement of indirect tax claims in Latin America.
Miscellaneous expense in the six months ended June 30, 2015 included charges of $4 million and in the three and six months ended June 30, 2014 included charges of $10 million and $17 million, respectively, for labor claims related to a previously closed facility in Greece. These claims have been settled and we do not expect any additional charges.
Also included in Other (Income) Expense are financing fees and financial instruments expenseinterest income primarily consisting of the amortization of deferred financing fees, commitment feesamounts earned on cash deposits; foreign currency exchange (gains) and charges incurred in connection with financing transactions; general and product liability — discontinued products expense which includes charges for claims against us related primarily to asbestos personal injury claims, net of probable insurance recoveries;losses; and net gains(gains) and losses on asset sales.

NOTE 4. DISSOLUTION OF GLOBAL ALLIANCE WITH SUMITOMO RUBBER INDUSTRIESINCOME TAXES
On June 4, 2015, we entered into a Framework Agreement (the “Agreement”) with Sumitomo Rubber Industries, Ltd. (“SRI”). Pursuant toIn the terms and subject to the conditions set forth in the Agreement, we and SRI have agreed to dissolve the global alliance between the two companies.
The Agreement provides that: (1) we will acquire SRI’s 25% interest in Goodyear Dunlop Tires Europe B.V. (“GDTE”) and SRI’s 75% interest in Nippon Goodyear Ltd. (“NGY”); (2) we will sell to SRI our 75% interest in Goodyear Dunlop Tires North America, Ltd. (“GDTNA”), as well as the Huntsville, Alabama test track used by GDTNA, and our 25% interest in Dunlop Goodyear Tires

- 8-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Ltd. (“DGT”); (3) we will acquire control of the Dunlop-related trademarks for tire-related businesses in North America but will grant SRI an exclusive license to develop, manufacture and sell Dunlop tires for motorcycles and for Japanese original equipment manufacturers operating in North America; and (4) SRI will obtain 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 will pay SRI a net amount of approximately $271 million upon closing of the transaction. In addition, we will deliver a promissory note to GDTNA: (1) in an initial principal amount of approximately $55 million, (2) with a maturity date three years following the date of dissolution, and (3) at an interest rate of LIBOR plus 0.1%, which initial principal amount is 25% of the outstanding amount of an intercompany loan originally made in connection with the closure of GDTNA’s manufacturing facility in Huntsville, Alabama in 2003.
The Agreement also provides that we will liquidate a technology joint venture and a purchasing joint venture and distribute the remaining assets and liabilities of those entities to us and SRI in accordance with our respective ownership interests in those entities, and that we and SRI will conduct an orderly sale of the SRI common stock held by us and the Goodyear common stock held by SRI.
We expect the transaction to close in the fourthsecond quarter of 2015. The closing2016, we recorded tax expense of $93 million on income before income taxes of $301 million. For the transaction is subjectfirst six months of 2016, we recorded tax expense of $171 million on income before income taxes of $568 million. Income tax expense for the three months ended June 30, 2016 was unfavorably impacted by $3 million of various discrete tax adjustments. Income tax expense for the six months ended June 30, 2016 was favorably impacted by $9 million, primarily related to a $7 million tax benefit resulting from the receipt of antitrust and other governmental and third party approvals and other customary closing conditions, including SRI’s completionrelease of a labor agreement with the United Steelworkers union for GDTNA’s Tonawanda, New York manufacturing facility.
The assetsvaluation allowance in our Americas operations and liabilities$2 million of GDTNA, the Huntsville, Alabama test track, and our investment in DGT have been classified as held for sale as of June 30, 2015.  The carrying amount of the net assets at June 30, 2015 was $15 million. The carrying amount of major assets and liabilitiestax benefits related to GDTNA included in our North America business unit at June 30, 2015 consisted of $127 million of property, plant and equipment, $38 million of inventories, $26 million of accounts receivable, $11 million of goodwill and intangible assets, $71 million in compensation and benefit liabilities, $66 million of accounts payable, and $66 million of other liabilities. The carrying amount of our investment in DGT included in our Asia Pacific business unit is $11 million.
Upon classifying the assets and liabilities related to GDTNA and our investment in DGT as held for sale, we evaluated the sale of these entities both quantitatively and qualitatively and concluded that individually and in the aggregate, the disposals did not represent a strategic shift that has, or will have, a major effect on our operations and financial results, and, accordingly, do not qualify as discontinued operations. We also concluded that neither GDTNA nor DGT were individually significant components of our operations.
NOTE 5. INCOME TAXES
various discrete tax adjustments. In the second quarter of 2015, we recorded tax expense of $120 million on income before income taxes of $328 million. For the first six months of 2015, we recorded tax expense of $243 million on income before income taxes of $687 million. Income tax expense for the three months ended June 30, 2015 was unfavorably impacted by $3 million of discrete tax adjustments, primarily related to the establishment a valuation allowance in EMEA. Income tax expense for the six months ended June 30, 2015 was unfavorably impacted by $8 million of discrete tax adjustments, primarily related to an audit of prior tax years and the establishment of a valuation allowance, both in EMEA. In the second quarter of 2014, we recorded tax expense of $60 million on income before income taxes of $292 million. For the first six months of 2014, we recorded tax expense of $68 million on income before income taxes of $262 million. The increase in income taxes for the three and six months ended June 30, 2015 compared to 2014 was primarily due to recording tax expense on our U.S. income as a result of the reversal of the valuation allowance on our U.S. deferred tax assets in the fourth quarter of 2014.
We record taxes based on overall estimated annual effective tax rates. In 2014,2016, the difference betweenreduction of our effective tax rate andcompared to the U.S. statutory rate was primarily attributable to maintainingincome in various foreign taxing jurisdictions where we maintain a full valuation allowance on certain deferred tax assets, including those in the U.S., and charges that were not deductible for tax purposes related to the devaluation of the bolivar fuerte in Venezuela.assets.
Our losses in various foreign taxing jurisdictions in recent periods represented sufficient negative evidence to require us to maintain a full valuation allowance against certain of our net foreign deferred tax assets. Each reporting period we assess available positive and negative evidence and estimate if sufficient future taxable income will be generated to utilize these existing deferred tax assets. If recent positive evidence provided by the profitability in certain EMEA subsidiaries continues, it will provide us the opportunity to apply greater significance to our forecasts in assessing the need for a valuation allowance. We believeHowever, it is reasonably possible that sufficient positive evidence required to release all, or a portion, of thesecertain valuation allowances, primarily in EMEA, will exist within the next twelve months.during 2016. This may result in a reduction of the valuation allowance by up to $300$255 million.
At January 1, 2015,2016, we had unrecognized tax benefits of $81$54 million that if recognized, would have a favorable impact on our tax expense of $65$40 million. We had accrued interest of $15$5 million as of January 1, 2015.2016. If not favorably settled, $26$9 million of the


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

unrecognized tax benefits and all of the accrued interest would require the use of our cash. It is reasonably possible that $15 million

- 9-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

ofWe do not expect any changes to our unrecognized tax benefits and $5 million our accrued interest will be paid or favorably settled during the next 12 months. We do not expect these changes to have a significant impact on our financial position or results of operations.
Generally, years from 20102011 onward are still open to examination by foreign taxing authorities. We are open to examination in Germany from 20062011 onward and in the United States for 2014.2015.
NOTE 6.5. EARNINGS PER SHARE
Basic earnings per share are computed based on the weighted average number of common shares outstanding. Diluted earnings per share are calculated to reflect the potential dilution that could occur if securities or other contracts were exercised or converted into common stock.
Basic and diluted earnings per common share are calculated as follows:
Three Months Ended Six Months EndedThree Months Ended Six Months Ended
June 30, June 30,June 30, June 30,
(In millions, except per share amounts)2015 2014 2015 20142016 2015 2016 2015
Earnings per share — basic:              
Goodyear net income$192
 $213
 $416
 $162
Less: Preferred stock dividends
 
 
 7
Goodyear net income available to common shareholders$192
 $213
 $416
 $155
$202
 $192
 $386
 $416
Weighted average shares outstanding270
 276
 270
 262
264
 270
 266
 270
Earnings per common share — basic$0.71
 $0.77
 $1.54
 $0.59
$0.76
 $0.71
 $1.45
 $1.54
              
Earnings per share — diluted:              
Goodyear net income$192
 $213
 $416
 $162
Less: Preferred stock dividends
 
 
 
Goodyear net income available to common shareholders$192
 $213
 $416
 $162
$202
 $192
 $386
 $416
Weighted average shares outstanding270
 276
 270
 262
264
 270
 266
 270
Dilutive effect of mandatory convertible preferred stock
 
 
 14
Dilutive effect of stock options and other dilutive securities4
 5
 4
 5
4
 4
 3
 4
Weighted average shares outstanding — diluted274
 281
 274
 281
268
 274
 269
 274
Earnings per common share — diluted$0.70
 $0.76
 $1.52
 $0.58
$0.75
 $0.70
 $1.43
 $1.52
Weighted average shares outstanding - diluted for the three and six months ended June 30, 2014 excludes2016 exclude approximately 1 million and 2 million equivalent shares respectively, related to options with exercise prices greater than the average market price of our common shares (i.e., “underwater” "underwater" options).
On April 1, 2014, all outstanding shares of mandatory convertible preferred stock automatically converted into 27,573,735 shares of common stock, net of fractional shares, at a conversion rate of 2.7574 shares of common stock per share of preferred stock.


- 10-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 7.6. BUSINESS SEGMENTS
Effective January 1, 2016, we combined our previous North America and Latin America SBUs into one Americas SBU. Accordingly, we have also combined the North America and Latin America reportable segments effective on this date to align with the new organizational structure and the basis used for reporting to our Chief Executive Officer. As a result, we now operate our business through three operating segments: Americas; EMEA; and Asia Pacific.
The prior year Americas operating income has been adjusted to reflect the elimination of intercompany profit between the former North America and Latin America SBUs, whereas the elimination had previously been reflected in Corporate CGS. In addition, certain start-up costs related to the construction of our new manufacturing facility in San Luis Potosi, Mexico were reclassified from Corporate Other (Income) Expense to Americas segment operating income to align with the new organizational structure beginning in 2016.
Three Months Ended Six Months EndedThree Months Ended Six Months Ended
June 30, June 30,June 30, June 30,
(In millions)2015 2014 2015 20142016 2015 2016 2015
Sales:              
North America$2,026
 $2,044
 $3,884
 $3,923
Americas$2,090
 $2,416
 $4,041
 $4,659
Europe, Middle East and Africa1,265
 1,580
 2,596
 3,256
1,261
 1,265
 2,512
 2,596
Asia Pacific491
 543
 941
 1,035
528
 491
 1,017
 941
Latin America390
 489
 775
 911
Net Sales$4,172
 $4,656
 $8,196
 $9,125
$3,879
 $4,172
 $7,570
 $8,196
Segment Operating Income:              
North America$321
 $208
 $519
 $364
Americas$291
 $358
 $551
 $606
Europe, Middle East and Africa108
 117
 181
 227
148
 108
 228
 181
Asia Pacific84
 76
 151
 141
92
 84
 171
 151
Latin America43
 59
 96
 101
Total Segment Operating Income$556
 $460
 947
 833
$531
 $550
 $950
 $938
Less:              
Rationalizations46
 24
 62
 65
48
 46
 59
 62
Interest expense106
 102
 209
 207
104
 110
 195
 217
Other (income) expense (1)
17
 8
 (111) 176
Other (income) expense (Note 3)20
 13
 26
 (119)
Asset write-offs and accelerated depreciation
 2
 2
 3
5
 
 7
 2
Corporate incentive compensation plans22
 19
 35
 46
14
 22
 40
 35
Pension curtailments/settlements
 
 
 33
14
 
 14
 
Intercompany profit elimination15
 (4) 21
 9
3
 10
 5
 14
Retained expenses of divested operations2
 3
 4
 7
5
 2
 10
 4
Other20
 14
 38
 25
17
 19
 26
 36
Income before Income Taxes$328
 $292
 $687
 $262
$301
 $328
 $568
 $687
(1)For the six months ended June 30, 2015, Other (income) expense includes royalty income of $155 million attributable to a one-time gain on the recognition of deferred income resulting from the termination of a licensing agreement associated with the sale of our former Engineered Products business that is not included in segment operating income. For the six months ended June 30, 2014, Other (income) expense includes a net foreign currency remeasurement loss of $157 million related to the January 24, 2014 devaluation of the Venezuelan bolivar fuerte against the U.S. dollar.

- 11-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Substantially all of the pension curtailment charges of $33 million for the six months ended June 30, 2014 noted above related to our North America strategic business unit ("SBU"); however, such costs were not included in North America segment operating income for purposes of management's assessment of SBU operating performance. In addition, rationalizations,Rationalizations, as described in Note to the Consolidated Financial Statements No. 2, Costs Associated with Rationalization Programs; netPrograms, Net (gains) losses on asset sales;sales and assetAsset write-offs and accelerated depreciation arewere not charged (credited) charged to the SBUs for performance evaluation purposes but were attributable to the SBUs as follows:
Three Months Ended Six Months EndedThree Months Ended Six Months Ended
June 30, June 30,June 30, June 30,
(In millions)2015 2014 2015 20142016 2015 2016 2015
Rationalizations:              
North America$5
 $
 $5
 $(1)
Americas$1
 $5
 $4
 $5
Europe, Middle East and Africa39
 20
 54
 58
45
 39
 53
 54
Asia Pacific2
 3
 3
 7
1
 2
 1
 3
Latin America
 1
 
 1
Total Segment Rationalizations$46
 $24
 $62
 $65
$47
 $46
 $58
 $62
Corporate1
 
 1
 
$48
 $46

$59

$62
              
Net (Gains) Losses on Asset Sales:           
  
North America$
 $(1) $
 $(1)
Americas$
 $
 $
 $(1)
Europe, Middle East and Africa3
 (2) $5
 $

 3
 
 5
Asia Pacific(6) 
 (6) 

 (6) (1) (6)
Latin America
 
 (1) 
Total Segment Asset Sales$(3) $(3) $(2) $(1)$
 $(3) $(1) $(2)
Corporate2
 (2) 1
 (2)
 2
 
 1
$(1) $(5) $(1) $(3)$
 $(1) $(1) $(1)
Asset Write-offs and Accelerated Depreciation:              
Europe, Middle East and Africa$
 $2
 $2
 $3
$5
 $
 $7
 $2
Total Segment Asset Write-offs and Accelerated Depreciation$
 $2
 $2
 $3
$5
 $
 $7
 $2

NOTE 8.7. FINANCING ARRANGEMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS
At June 30, 2015,2016, we had total credit arrangements of $8,812$8,792 million, of which $2,389$2,426 million were unused. At that date, 32%42% of our debt was at variable interest rates averaging 5.77%5.41%.
Notes Payable and Overdrafts, Long Term Debt and Capital Leases due Within One Year and Short Term Financing Arrangements
At June 30, 2015,2016, we had short term committed and uncommitted credit arrangements totaling $478$585 million of which $442$440 million were unused. These arrangements are available primarily to certain of our foreign subsidiaries through various banks at quoted market interest rates.

- 12-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The following table presents amounts due within one year:
June 30, December 31,June 30, December 31,
(In millions)2015 20142016 2015
Notes payable and overdrafts$36
 $30
$145
 $49
Weighted average interest rate2.72% 10.63%11.99% 9.42%
Long term debt and capital leases due within one year      
Other domestic and foreign debt (including capital leases)(1)$321
 $148
$346
 $587
Unamortized deferred financing fees
 (2)
Total long term debt and capital leases due within one year$346
 $585
Weighted average interest rate6.45% 7.75%8.45% 6.68%
Total obligations due within one year$357
 $178
$491
 $634

(1)The decrease in long term debt and capital leases due within one year was due primarily to the redemption of the €250 million 6.75% senior notes due 2019 in January 2016. The notes were classified as current at December 31, 2015 in connection with the irrevocable call for their redemption issued in December 2015.
Long Term Debt and Capital Leases and Financing Arrangements
At June 30, 2015,2016, we had long term credit arrangements totaling $8,334$8,207 million, of which $1,947$1,986 million were unused.
The following table presents long term debt and capital leases, net of unamortized discounts, and interest rates:
June 30, 2015 December 31, 2014June 30, 2016 December 31, 2015
  Interest   Interest  Interest   Interest
(In millions)Amount Rate Amount RateAmount Rate Amount Rate
Notes:              
6.75% Euro Notes due 2019$280
   $303
  $
   $272
  
8.25% due 2020996
   996
  
8.75% due 2020270
   269
  272
   271
  
6.5% due 2021900
   900
  
   900
  
7% due 2022700
   700
  700
   700
  
5.125% due 20231,000
   1,000
  
3.75% Euro Notes due 2023278
   272
  
5% due 2026900
   
  
7% due 2028150
   150
  150
   150
  
Credit Facilities:              
$2.0 billion first lien revolving credit facility due 2017
 
 
 
$1.2 billion second lien term loan facility due 2019996
 3.75% 1,196
 4.75%
$2.0 billion first lien revolving credit facility due 2021530
 1.68% 
 
Second lien term loan facility due 2019598
 3.75% 598
 3.75%
€550 million revolving credit facility due 2020
 
 
 
67
 1.75% 
 
Pan-European accounts receivable facility276
 1.48% 343
 1.54%266
 1.01% 125
 1.35%
Chinese credit facilities523
 5.61% 535
 5.65%388
 4.63% 465
 5.22%
Other foreign and domestic debt(1)
923
 9.45% 913
 8.70%944
 9.59% 906
 9.42%
Unamortized deferred financing fees(46)   (48)  
6,014
   6,305
  6,047
   5,611
  
Capital lease obligations53
   59
  44
   48
  
6,067
   6,364
  6,091
   5,659
  
Less portion due within one year(321)   (148)  (346)   (585)  
$5,746
   $6,216
  $5,745
   $5,074
  


(1)Interest rates are weighted average interest rates related to various foreign credit facilities with customary terms and conditions and domestic debt related to our Global and North AmericaAmericas Headquarters.

- 13-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTES
$900 million 5% Senior Notes due 2026
In May 2016, we issued $900 million in aggregate principal amount of 5% senior notes due 2026. These notes were sold at 100% of the principal amount and will mature on May 31, 2026. These notes are unsecured senior obligations and are guaranteed by our U.S. and Canadian subsidiaries that also guarantee our obligations under our U.S. senior secured credit facilities described below.
We have the option to redeem these notes, in whole or in part, at any time on or after May 31, 2021 at a redemption price of 102.5%, 101.667%, 100.833% and 100% during the 12-month periods commencing on May 31, 2021, 2022, 2023 and 2024 and thereafter, respectively, plus accrued and unpaid interest to the redemption date. Prior to May 31, 2021, we may redeem these notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus a make-whole premium and accrued and unpaid interest to the redemption date. In addition, prior to May 31, 2019, we may redeem up to 35% of the original aggregate principal amount of these notes from the net cash proceeds of certain equity offerings at a redemption price equal to 105% of the principal amount plus accrued and unpaid interest to the redemption date.
The indenture for the new notes includes covenants that are substantially similar to those contained in the indenture that governed our 6.5% senior notes due 2021, as described in Note to the Consolidated Financial Statements No.15, Financing Arrangements and Derivative Financial Instruments, in our 2015 Form 10-K.
In June 2016, we used the proceeds from this offering, together with cash and cash equivalents, to redeem in full our $900 million 6.5% senior notes due 2021 including a $44 million redemption premium plus accrued and unpaid interest to the redemption date. We also recorded $9 million of expense for the write-off of deferred financing fees as a result of the redemption.
CREDIT FACILITIES
$2.0 billion Amended and Restated First Lien Revolving Credit Facility due 20172021
On April 7, 2016, we amended and restated our $2.0 billion first lien revolving credit facility. Changes to the facility include extending the maturity to 2021 and reducing the interest rate for loans under the facility by 25 basis points to LIBOR plus 125 basis points, based on our current liquidity. In addition, the borrowing base was increased to include (i) the value of our principal trademarks and (ii) certain cash in an amount not to exceed $200 million.
Our amended and restated first lien revolving credit facility is available in the form of loans or letters of credit, with letter of credit availability limited to $800 million. Subject to the consent of the lenders whose commitments are to be increased, we may request that the facility be increased by up to $250 million. Our obligations under the facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries. Our obligations under the facility and our subsidiaries' obligations under the related guarantees are secured by first priority security interests in a variety of collateral. Amounts drawn under this facility will bear interest at LIBOR plus 150 basis points.
Availability under the facility is subject to a borrowing base, which is based primarily on (i) eligible accounts receivable and inventory of The Goodyear Tire & Rubber Company and certain of its U.S. and Canadian subsidiaries.subsidiaries, (ii) the value of our principal trademarks, and (iii) certain cash in an amount not to exceed $200 million. To the extent that our eligible accounts receivable and inventory and other components of the borrowing base decline in value, our borrowing base will decrease and the availability under the facility may decrease below $2.0 billion. As of June 30, 2015,2016, our borrowing base, and therefore our availability, under this facility was $581$249 million below the facility's stated amount of $2.0 billion.
The facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition since December 31, 2011.2015. The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.
At June 30, 20152016, we had $530 million of borrowings and December 31, 2014, there were no borrowings outstanding$127 million of letters of credit issued under the first lien revolving credit facility. LettersAt December 31, 2015, we had no borrowings and $315 million of letters of credit issued totaled $373 million atunder the revolving credit facility.
During 2016, we began entering into bilateral letter of credit agreements.  At June 30, 2015 and $3772016, we had$186 million at December 31, 2014.in letters of credit issued under these new agreements.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

$1.2 billion Amended and Restated Second Lien Term Loan Facility due 2019
On June 16, 2015, we amended our U.S. second lien term loan facility. As a result of the amendment, the term loan now bears interest, at our option, at (i) 300 basis points over LIBOR (subject to a minimum LIBOR rate of 75 basis points) or (ii) 200 basis points over an alternative base rate (the higher of the prime rate, the federal funds rate plus 50 basis points or LIBOR plus 100 basis points). After June 16, 2015 and prior to June 16, 2016, (i) loans under the facility may not be prepaid or repaid with the proceeds of term loan indebtedness, or converted into or replaced by new term loans, bearing interest at an effective interest rate that is less than the effective interest rate then applicable to such loans and (ii) no amendment of the facility may be made that, directly or indirectly, reduces the effective interest rate applicable to the loans under the facility, in each case unless we pay a fee equal to 1.0% of the principal amount of the loans so affected.
Our obligations under our second lien term loan facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries and are secured by second priority security interests in the same collateral securing the $2.0 billion first lien revolving credit facility. This facility may be increased by up to $300 million at our request, subject to the consent of the lenders making such additional term loans. The term loan bears interest at LIBOR plus 300 basis points, subject to a minimum LIBOR rate of 75 basis points.
At both June 30, 20152016 and December 31, 2014,2015, the amountsamount outstanding under this facility were $996 million and $1,196 million, respectively.was $598 million.
€550 million Amended and Restated Senior Secured European Revolving Credit Facility due 2020
On May 12, 2015, we amended and restated our existing €400 million European revolving credit facility. Significant changes to the facility include extending the maturity to May 12, 2020, increasing the available commitments thereunder from €400 million to €550 million and decreasing the annual commitment fee by 20 basis points to 30 basis points. Loans will bear interest at LIBOR plus 175 basis points for loans denominated in U.S. dollars or pounds sterling and EURIBOR plus 175 basis points for loans denominated in euros.
Our amended and restated €550 million European revolving credit facility consists of (i) a €125 million German tranche that is available only to Goodyear Dunlop Tires Germany GmbH (“GDTG”) and (ii) a €425 million all-borrower tranche that is available to GDTE, GDTG and Goodyear Dunlop Tires Operations S.A. Up to €150 million of swingline loans and €50 million in letters of credit are available for issuance under the all-borrower tranche. Amounts drawn under this facility will bear interest at LIBOR plus 175 basis points for loans denominated in U.S. dollars or pounds sterling and EURIBOR plus 175 basis points for loans denominated in euros.
GDTE and certain of its subsidiaries in the United Kingdom, Luxembourg, France and Germany provide guarantees to support the facility. GDTE’s obligations under the facility and the obligations of its subsidiaries under the related guarantees are secured by security interests in collateral that includes, subject to certain exceptions:
the capital stock of the principal subsidiaries of GDTE; and


- 14-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

a substantial portion of the tangible and intangible assets of GDTE and certain of its subsidiaries in the United Kingdom, Luxembourg, France and Germany, including real property, equipment, inventory, contract rights, intercompany receivables and cash accounts, but excluding accounts receivable and certain cash accounts in subsidiaries that are or may become parties to securitization or factoring transactions.
The German guarantors secure the German tranche on a first-lien basis and the all-borrower tranche on a second-lien basis. GDTE and its other subsidiaries that provide guarantees secure the all-borrower tranche on a first-lien basis and generally do not provide collateral support for the German tranche. The Company and its U.S. subsidiaries and primary Canadian subsidiary that guarantee our U.S. senior secured credit facilities described above also provide unsecured guarantees in support of the facility.
The facility contains covenants similar to those in our first lien revolving credit facility, with additional limitations applicable to GDTE and its subsidiaries. In addition, under the facility, GDTE’s ratio of Consolidated Net J.V. Indebtedness to Consolidated European J.V. EBITDA for a period of four consecutive fiscal quarters is not permitted to be greater than 3.0 to 1.0 at the end of any fiscal quarter. “Consolidated Net J.V. Indebtedness” and “Consolidated European J.V. EBITDA” have the meanings given them in the facility.
The facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition since December 31, 2014. The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.
At June 30, 20152016, there were no borrowings outstanding under the German tranche and there were $67 million (€60 million) of borrowings outstanding under the all-borrower tranche. At December 31, 2014,2015, there were no borrowings outstanding under the European revolving credit facility. There were no letters of credit issued at June 30, 20152016 and December 31, 2014.2015.
Accounts Receivable Securitization Facilities (On-Balance Sheet)
GDTE and certain other of our European subsidiaries are parties to a pan-European accounts receivable securitization facility that expires in 2019. The terms of the facility provide the flexibility to designate annually the maximum amount of funding available under the facility in an amount of not less than €45 million and not more than €450 million. For the period beginning October 17, 201416, 2015 to October 15, 2015,2016, the designated maximum amount of the facility is €380€340 million.
The facility involves an ongoing daily sale of substantially all of the trade accounts receivable of certain GDTE subsidiaries to a bankruptcy-remote French company controlled by one of the liquidity banks in the facility. These subsidiaries retain servicing responsibilities. Utilization under this facility is based on eligible receivable balances.
The funding commitments under the facility will expire upon the earliest to occur of: (a) September 25, 2019, (b) the non-renewal and expiration (without substitution) of all of the back-up liquidity commitments, (c) the early termination of the facility according to its terms (generally upon an Early Amortisation Event (as defined in the facility), which includes, among other things, events similar to the events of default under our senior secured credit facilities; certain tax law changes; or certain changes to law, regulation or accounting standards), or (d) our request for early termination of the facility. The facility’s current back-up liquidity commitments will expire on October 15, 2015.2016.
At June 30, 2016, the amounts available and utilized under this program totaled $266 million (€239 million). At December 31, 2015, the amounts available and utilized under this program totaled $276 million (€246254 million). At December 31, 2014, the amounts available and utilized under this program totaled $343$125 million (€283115 million)., respectively. The program does not qualify for sale accounting, and accordingly, these amounts are included in Long Term Debt and Capital Leases.
In addition to the pan-European accounts receivable securitization facility discussed above, subsidiaries in Australia have an accounts receivable securitization program that provides upflexibility to $65 million (85designate semi-annually the maximum amount of funding available under the facility in an amount of not less than 60 million Australian dollars)dollars and not more than 85 million Australian dollars. For the period beginning January 1, 2016 to June 30, 2016, the designated maximum amount of funding.the facility was $52 million (70 million Australian dollars). At June 30, 2016, the amounts available and utilized under this program were $33 million and $20 million, respectively. At December 31, 2015, the amounts available and utilized under this program were $46$34 million and $22 million, respectively. At December 31, 2014, the amounts available and utilized under this program were $43 million and $23 $19


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

million, respectively. The receivables sold under this program also serve as collateral for the related facility. We retain the risk of loss related to these receivables in the event of non-payment. These amounts are included in Long Term Debt and Capital Leases due Within One Year.Leases.
For a description of the collateral securing the credit facilities described above as well as the covenants applicable to them, refer to the Note to the Consolidated Financial Statements No. 14,15, Financing Arrangements and Derivative Financial Instruments, in our 20142015 Form 10-K.
Accounts Receivable Factoring Facilities (Off-Balance Sheet)
Various subsidiaries sold certain of their trade receivables under off-balance sheet programs. For these programs, we have concluded that there is generally no risk of loss to us from non-payment of the sold receivables. At June 30, 2015,2016, the gross amount of receivables sold was $299$277 million, compared to $365$299 million at December 31, 2014.2015.

- 15-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Other Foreign Credit Facilities
A Chinese subsidiary has several financing arrangements in China. At June 30, 2015,2016, these non-revolving credit facilities had total unused availability of $80$65 million and can only be used to finance the expansion of our manufacturing facility in China. At June 30, 20152016 and December 31, 2014,2015, the amounts outstanding under these facilities were $523$388 million and $535$465 million, respectively. The facilities ultimately mature in 2023 and principal amortization beginsbegan in 2015. The facilities contain covenants relating to the Chinese subsidiary and have customary representations and warranties and defaults relating to the Chinese subsidiary’s ability to perform its obligations under the facilities. At June 30, 20152016 and December 31, 2014,2015, restricted cash related to funds obtained under these credit facilities was $12$3 million and $4$11 million, respectively.
DERIVATIVE FINANCIAL INSTRUMENTS
We utilize derivative financial instrument contracts and nonderivative instruments to manage interest rate, foreign exchange and commodity price risks. We have established a control environment that includes policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. We do not hold or issue derivative financial instruments for trading purposes.
Foreign Currency Contracts
We enter into foreign currency contracts in order to manage the impact of changes in foreign exchange rates on our consolidated results of operations and future foreign currency-denominated cash flows. These contracts may be used to reduce exposure to currency movements affecting existing foreign currency-denominated assets, liabilities, firm commitments and forecasted transactions resulting primarily from trade purchases and sales, equipment acquisitions, intercompany loans and royalty agreements. Contracts hedging short term trade receivables and payables normally have no hedging designation.
The following table presents the fair values for foreign currency contracts not designated as hedging instruments:
June 30, December 31,June 30, December 31,
(In millions)2015 20142016 2015
Fair Values — asset (liability):      
Accounts receivable$7
 $20
$14
 $10
Other current liabilities(15) (4)(7) (10)
At June 30, 20152016 and December 31, 2014,2015, these outstanding foreign currency derivatives had notional amounts of $966$1,221 million and $878$1,094 million, respectively, and were primarily related to intercompany loans. Other (Income) Expense included net transaction gains on derivatives of $5 million and net transaction losses on derivatives of $18 million for the three and six months ended June 30, 2016, respectively, and net transaction losses on derivatives of $28 million and net transaction gains on derivatives of $30 million for the three and six months ended June 30, 2015, respectively compared to net transaction gains of $3 million and losses of $5 million for the three and six months ended June 30, 2014, respectively. These amounts were substantially offset in Other (Income) Expense by the effect of changing exchange rates on the underlying currency exposures.
The following table presents fair values for foreign currency contracts designated as cash flow hedging instruments:
June 30, December 31,June 30, December 31,
(In millions)2015 20142016 2015
Fair Values — asset (liability):      
Accounts receivable$6
 $10
$2
 $5
Other current liabilities(1) 
(2) (1)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

At June 30, 20152016 and December 31, 2014,2015, these outstanding foreign currency derivatives had notional amounts of $176$167 million and $157$168 million, respectively, and primarily related to U.S. dollar denominated intercompany transactions.
We enter into master netting agreements with counterparties. The amounts eligible for offset under the master netting agreements are not material and we have elected a gross presentation of foreign currency contracts in the Consolidated Balance Sheets.

- 16-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The following table presents information related to foreign currency contracts designated as cash flow hedging instruments (before tax and minority):
Three Months Ended Six Months EndedThree Months Ended Six Months Ended
June 30, June 30,June 30, June 30,
(In millions) (Income) Expense2015 2014 2015 20142016 2015 2016 2015
Amounts deferred to Accumulated Other Comprehensive Loss ("AOCL")$3
 $
 $(12) $2
$(6) $3
 $1
 $(12)
Amount of deferred (gain) loss reclassified from AOCL into CGS(10) 
 (15) 1
(1) (10) (6) (15)
Amounts excluded from effectiveness testing1
 1
 1
 1
(1) 1
 (1) 1
The estimated net amount of deferred gains at June 30, 20152016 that is expected to be reclassified to earnings within the next twelve months is $9$1 million.
The counterparties to our foreign currency contracts were considered by us to be substantial and creditworthy financial institutions that are recognized market makers at the time we entered into those contracts. We seek to control our credit exposure to these counterparties by diversifying across multiple counterparties, by setting counterparty credit limits based on long term credit ratings and other indicators of counterparty credit risk such as credit default swap spreads, and by monitoring the financial strength of these counterparties on a regular basis. We also enter into master netting agreements with counterparties when possible. By controlling and monitoring exposure to counterparties in this manner, we believe that we effectively manage the risk of loss due to nonperformance by a counterparty. However, the inability of a counterparty to fulfill its contractual obligations to us could have a material adverse effect on our liquidity, financial position or results of operations in the period in which it occurs.

NOTE 9.8. FAIR VALUE MEASUREMENTS
The following table presents information about assets and liabilities recorded at fair value on the Consolidated Balance Sheets at June 30, 20152016 and December 31, 20142015:
Total Carrying Value in the
Consolidated
Balance Sheet
 
Quoted Prices in Active Markets for Identical
Assets/Liabilities
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant Unobservable
Inputs
(Level 3)
Total Carrying Value in the
Consolidated
Balance Sheet
 
Quoted Prices in Active Markets for Identical
Assets/Liabilities
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant Unobservable
Inputs
(Level 3)
(In millions)2015 2014 2015 2014 2015 2014 2015 20142016 2015 2016 2015 2016 2015 2016 2015
Assets:                              
Investments$60
 $56
 $60
 $56
 $
 $
 $
 $
$9
 $7
 $9
 $7
 $
 $
 $
 $
Foreign Exchange Contracts13
 30
 
 
 13
 30
 
 
16
 15
 
 
 16
 15
 
 
Total Assets at Fair Value$73
 $86
 $60
 $56
 $13
 $30
 $
 $
$25
 $22
 $9
 $7
 $16
 $15
 $
 $
                              
Liabilities:                              
Foreign Exchange Contracts$16
 $4
 $
 $
 $16
 $4
 $
 $
$9
 $11
 $
 $
 $9
 $11
 $
 $
Total Liabilities at Fair Value$16
 $4
 $
 $

$16
 $4
 $
 $
$9
 $11
 $
 $

$9
 $11
 $
 $

- 17-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The following table presents supplemental fair value information about long term fixed rate and variable rate debt, excluding capital leases, at June 30, 20152016 and December 31, 2014.2015. Long term debt with a fair value of $4,546$3,986 million and $4,603$4,291 million at June 30, 20152016 and December 31, 2014,2015, respectively, was estimated using quoted Level 1 market prices.  The carrying value of the remaining long term debt approximates fair value since the terms of the financing arrangements are similar to terms that could be obtained under current lending market conditions.
June 30, December 31,June 30, December 31,
(In millions)2015 20142016 2015
Fixed Rate Debt:      
Carrying amount — liability$4,079
 $4,132
$3,541
 $3,844
Fair value — liability4,331
 4,225
3,672
 4,018
      
Variable Rate Debt:      
Carrying amount — liability$1,935
 $2,173
$2,506
 $1,767
Fair value — liability1,937
 2,170
2,494
 1,765
NOTE 10.9. PENSION, SAVINGS AND OTHER POSTRETIREMENT BENEFIT PLANS
We provide employees with defined benefit pension or defined contribution savings plans.
Defined benefit pension cost follows:
U.S. U.S.U.S. U.S.
Three Months Ended Six Months EndedThree Months Ended Six Months Ended
June 30, June 30,June 30, June 30,
(In millions)2015 2014 2015 20142016 2015 2016 2015
Service cost — benefits earned during the period$1
 $4
 $2
 $13
$1
 $1
 $2
 $2
Interest cost on projected benefit obligation60
 63
 121
 128
40
 60
 82
 121
Expected return on plan assets(75) (77) (150) (157)(63) (75) (127) (150)
Amortization of: — prior service cost
 
 
 1
— net losses26
 27
 54
 60
Amortization of net losses27
 26
 54
 54
Net periodic pension cost12
 17
 27
 45
$5
 $12
 $11
 $27
Net curtailments/settlements/termination benefits
 
 
 32
Total defined benefit pension cost$12
 $17
 $27
 $77
Non-U.S. Non-U.S.Non-U.S. Non-U.S.
Three Months Ended Six Months EndedThree Months Ended Six Months Ended
June 30, June 30,June 30, June 30,
(In millions)2015 2014 2015 20142016 2015 2016 2015
Service cost — benefits earned during the period$13
 $9
 $22
 $18
$8
 $13
 $15
 $22
Interest cost on projected benefit obligation28
 34
 57
 68
21
 28
 41
 57
Expected return on plan assets(27) (31) (53) (61)(24) (27) (46) (53)
Amortization of net losses10
 9
 19
 18
7
 10
 14
 19
Net periodic pension cost24
 21
 45
 43
12
 24
 24
 45
Net curtailments/settlements/termination benefits1
 (1) 1
 (14)13
 1
 13
 1
Total defined benefit pension cost$25
 $20
 $46
 $29
$25
 $25
 $37
 $46
              
DuringEffective January 1, 2016, we changed the first quartermethod of 2014, we made contributionsestimating the service and interest components of $1,167 million, including discretionary contributionsnet periodic cost for pension and other postretirement benefits for plans that utilize a yield curve approach. We elected to utilize a full yield curve approach in the measurement of $907these components by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows, as opposed to using a single weighted average discount rate. We believe this approach provides a more precise measurement of service and interest costs by aligning the timing of projected benefit cash flows to the corresponding spot rates on the yield curve. This change is expected to reduce our 2016 annual net periodic pension cost by approximately $50 million to fully fund$75 million compared to the previous method and does not affect the measurement of our hourly U.S. pension plans. Asplan benefit obligations. We have accounted for this change as a result, andchange in accordance with our master collective bargaining agreement with the United Steelworkers, the hourly U.S. pension plans were frozen to future accruals effective April 30, 2014. As a result of the accrual freezes to pension plans related to our North America SBU, we recognized curtailment charges of $33 million in the first quarter of 2014.accounting estimate.

- 18-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

InDuring the firstsecond quarter of 2014,2016, annuities were purchased from existing plan assets to settle $41 million in obligations of one of our largest U.K. pension plans were merged and lump sum payments were made to settle certain obligations of those plans prior to the merger, which resulted in a settlement charge of $5$14 million.
In the first quarter of 2014, we also ceased production at one of our manufacturing facilities in Amiens, France and recorded curtailment gains of $2 million and $22 million, for the three and six months ended June 30, 2014, respectively, which are included in rationalization charges, related to the termination of employees at that facility who were participants in our France retirement indemnity plan.
We expect to contribute approximately $50 million to $75 million to our funded non-U.S. pension plans in 2015.2016. For the three and six months ended June 30, 2015,2016, we contributed $16$14 million and $32$31 million, respectively, to our non-U.S. plans.
The expense recognized for our contributions to defined contribution savings plans for the three months ended June 30, 2016 and 2015 and 2014 was $31$29 million and $28$31 million, respectively, and $63 million and $64 million, and $55 million,respectively, for the six months ended June 30, 20152016 and 2014, respectively.2015.
We also provide certain U.S. employees and employees at certain non-U.S. subsidiaries with health care benefits or life insurance benefits upon retirement. Other postretirement benefits credit for the three months ended June 30, 2016 and 2015 and 2014 was $(6)$(7) million and $(4)$(6) million, respectively, and $(10)$(13) million and $(7)$(10) million for the six months ended June 30, 20152016 and 2014,2015, respectively.

NOTE 11.10. STOCK COMPENSATION PLANS
Our Board of Directors granted 0.80.7 million stock options, 0.2 million restricted stock units and 0.2 million performance share units during the six months ended June 30, 20152016 under our stock compensation plans. The weighted average exercise price per share and weighted average fair value per share of the stock option grants during the six months ended June 30, 20152016 were $27.26$29.88 and $11.48,$11.91, respectively. We estimated the fair value of the stock options using the following assumptions in our Black-Scholes model:

Expected term: 7.37.2 years
Interest rate: 1.83%1.45%
Volatility: 42.00%40.78%
Dividend yield: 0.88%0.94%
We measure the fair value of grants of restricted stock units and performance share units based primarily on the closing market price of a share of our common stock on the date of the grant, modified as appropriate to take into account the features of such grants. The weighted average fair value per share was $26.42$29.80 for restricted stock units and $28.44$30.95 for performance share units granted during the six months ended June 30, 2015.2016.
We recognized stock-based compensation expense of $4 million and $11 million during the three and six months ended June 30, 2016, respectively. At June 30, 2016, unearned compensation cost related to the unvested portion of all stock-based awards was approximately $43 million and is expected to be recognized over the remaining vesting period of the respective grants, through March 2021. We recognized stock-based compensation expense of $6 million and $10 million during the three and six months ended June 30, 2015, respectively. At June 30, 2015, unearned compensation cost related to the unvested portion of all stock-based awards was approximately $39 million and is expected to be recognized over the remaining vesting period of the respective grants, through October 2020. We recognized stock-based compensation expense of $5 million and $12 million during the three and six months ended June 30, 2014, respectively.

NOTE 12.11. COMMITMENTS AND CONTINGENT LIABILITIES
Environmental Matters
We have recorded liabilities totaling $46$55 million and $50 million at June 30, 20152016 and December 31, 2014,2015, respectively, for anticipated costs related to various environmental matters, primarily the remediation of numerous waste disposal sites and certain properties sold by us. Of these amounts, $9$17 million and $12 million were included in Other Current Liabilities at June 30, 20152016 and December 31, 2014.2015, respectively. The costs include legal and consulting fees, site studies, the design and implementation of remediation plans, post-remediation monitoring and related activities, and will be paid over several years. The amount of our ultimate liability in respect of these matters may be affected by several uncertainties, primarily the ultimate cost of required remediation and the extent to which other responsible parties contribute.contribute. We have limited potential insurance coverage for future environmental claims.
Since many of the remediation activities related to environmental matters vary substantially in duration and cost from site to site and the associated costs for each vary depending on the mix of unique site characteristics, in some cases we cannot reasonably estimate a range of possible losses. Although it is not possible to estimate with certainty the outcome of all of our environmental matters, management believes that potential losses in excess of current reserves for environmental matters, individually and in the aggregate, will not have a material adverse effect on our financial position, cash flows or results of operations.

- 19-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Workers’ Compensation
We have recorded liabilities, on a discounted basis, totaling $310$256 million and $306$264 million respectively, for anticipated costs related to workers’ compensation at June 30, 20152016 and December 31, 2014.2015, respectively. Of these amounts, $63$55 million and $71$54 million was included in Current Liabilities as part of Compensation and Benefits at June 30, 20152016 and December 31, 2014,2015, respectively. The costs include an estimate of expected settlements on pending claims, defense costs and a provision for claims incurred but not reported. These estimates are based on our assessment of potential liability using an analysis of available information with respect to pending claims, historical experience, and current cost trends. The amount of our ultimate liability in respect of these matters may differ from these estimates. We periodically, and at least annually, update our loss development factors based on actuarial analyses. At June 30, 20152016 and December 31, 2014,2015, the liability was discounted using a risk-free rate of return. At June 30, 2015,2016, we estimate that it is reasonably possible that the liability could exceed our recorded amounts by approximately $30 million.
General and Product Liability and Other Litigation
We have recorded liabilities totaling $336$320 million and $324$315 million, including related legal fees expected to be incurred, for potential product liability and other tort claims, including asbestos claims, at June 30, 20152016 and December 31, 2014,2015, respectively. Of these amounts, $48$50 million and $46$45 million was included in Other Current Liabilities at June 30, 20152016 and December 31, 2014,2015, respectively. The amounts recorded were estimated based on an assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and, where available, recent and current trends. Based upon that assessment, at June 30, 20152016, we do not believe that estimated reasonably possible losses associated with general and product liability claims in excess of the amounts recorded will have a material adverse effect on our financial position, cash flows or results of operations. However, the amount of our ultimate liability in respect of these matters may differ from these estimates.
We have recorded an indemnification asset within Accounts Receivable of $6 million and within Other Assets of $27 million for SRI's obligation to indemnify us for certain product liability claims related to products manufactured by GDTNA during the existence of the global alliance with SRI, subject to certain caps.
Asbestos. We are a defendant in numerous lawsuits alleging various asbestos-related personal injuries purported to result from alleged exposure to asbestos in certain products manufactured by us or present in certain of our facilities. Typically, these lawsuits have been brought against multiple defendants in state and Federal courts. To date, we have disposed of approximately 110,800121,400 claims by defending and obtaining the dismissal thereof or by entering into a settlement. The sum of our accrued asbestos-related liability and gross payments to date, including legal costs, by us and our insurers totaled approximately $475$507 million through June 30, 20152016 and $458497 million through December 31, 20142015.
A summary of recent approximate asbestos claims activity follows. Because claims are often filed and disposed of by dismissal or settlement in large numbers, the amount and timing of settlements and the number of open claims during a particular period can fluctuate significantly.
Six Months Ended Year EndedSix Months Ended Year Ended
(Dollars in millions)June 30, 2015 December 31, 2014June 30, 2016 December 31, 2015
Pending claims, beginning of period73,800
 74,000
67,400
 73,800
New claims filed900
 1,900
1,100
 1,900
Claims settled/dismissed(1,300) (2,100)(3,600) (8,300)
Pending claims, end of period73,400
 73,800
64,900
 67,400
Payments (1)$9
 $20
$12
 $19


(1)Represents cash payments made during the period by us and our insurers on asbestos litigation defense and claim resolution.
We periodically, and at least annually, review our existing reserves for pending claims, including a reasonable estimate of the liability associated with unasserted asbestos claims, and estimate our receivables from probable insurance recoveries. We had recorded gross liabilities for both asserted and unasserted claims, inclusive of defense costs, totaling $159$168 million and $151$171 million at June 30, 20152016 and December 31, 2014,2015, respectively. The recorded liability represents our estimated liability over the next ten years, which represents the period over which the liability can be reasonably estimated. Due to the difficulties in making these estimates, analysis based on new data and/or a change in circumstances arising in the future could result in an increase in the recorded obligation in an amount that cannot be reasonably estimated, and that increase could be significant.
We maintain certain primary and excess insurance coverage under coverage-in-place agreements, and also have additional excess liability insurance with respect to asbestos liabilities. After consultation with our outside legal counsel and giving consideration


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

to agreements with certain of our insurance carriers, the financial viability and legal obligations of our insurance carriers and other relevant factors, we determine an amount we expect is probable of recovery from such carriers. We record a receivable with respect to such policies when we determine that recovery is probable and we can reasonably estimate the amount of a particular recovery.
We recorded a receivable related to asbestos claims of $78$127 million and $71$117 million at June 30, 20152016 and December 31, 2014,2015, respectively. The increase in the receivable balance at June 30, 2016 is primarily related to changes in assumptions for probable insurance recoveries for asbestos claims in future periods which positively impacted the receivable by $10 million. We expect that approximately 50%75% of asbestos claim related losses willwould be recoverable through insurance during the ten-year period covered by the estimated liability. Of these amounts, $12 million, and $13 million werewas included in Current Assets as part of Accounts Receivable at June 30, 20152016 and December 31, 2014, respectively.2015. The recorded receivable consists of an amount we expect to collect under coverage-in-place agreements with certain primary and excess insurance carriers as well as an amount we believe is probable of recovery from certain of our other excess coverage insurance carriers.

- 20-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

We believe that, at December 31, 2014,2015, we had approximately $160$410 million in limits of excess level policies potentiallypolicy limits applicable to indemnity and defense costs for asbestos products claims.claims under coverage-in-place agreements.  We also had additional unsettled excess level policy limits potentially applicable to such costs.  We also had coverage under certain primary policies for indemnity and defense costs for asbestos products claims under remaining aggregate limits pursuant to a coverage-in-place agreement, as well as coverage for indemnity and defense costs for asbestos premises claims on a per occurrence basis pursuant to a coverage-in-place agreement.agreements.
With respect to both asserted and unasserted claims, it is reasonably possible that we may incur a material amount of cost in excess of the current reserve; however, such amounts cannot be reasonably estimated. Coverage under insurance policies is subject to varying characteristics of asbestos claims including, but not limited to, the type of claim (premise vs. product exposure), alleged date of first exposure to our products or premises and disease alleged. Depending upon the nature of these characteristics, as well as the resolution of certain legal issues, some portion of the insurance may not be accessible by us.
Brazilian Indirect Tax Assessments
In September 2011, the State of Sao Paulo, Brazil issued an assessment to us for allegedly improperly taking tax credits for value-added taxes paid to a supplier of natural rubber during the period from January 2006 to August 2008. The assessment, including interest and penalties, totals 92 million Brazilian real (approximately $30 million). We have filed a response contesting this assessment and are defending the matter. In the event we are unsuccessful in defending the assessment, our results of operations could be materially affected.
Amiens Labor Claims
Approximately 800 former employees of the closed Amiens, France manufacturing facility have asserted wrongful termination or other claims totaling €109€116 million ($122129 million) against Goodyear Dunlop Tires France. We intend to vigorously defend ourselves against these claims, and any additional claims that may be asserted against us, and cannot estimate the amounts, if any, that we may ultimately pay in respect of such claims.
Other Actions
We are currently a party to various claims, indirect tax assessments and legal proceedings in addition to those noted above. If management believes that a loss arising from these matters is probable and can reasonably be estimated, we record the amount of the loss, or the minimum estimated liability when the loss is estimated using a range, and no point within the range is more probable than another. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary. Based on currently available information, management believes that the ultimate outcome of these matters, individually and in the aggregate, will not have a material adverse effect on our financial position or overall trends in results of operations.
Our recorded liabilities and estimates of reasonably possible losses for the contingent liabilities described above are based on our assessment of potential liability using the information available to us at the time and, where applicable, any past experience and recent and current trends with respect to similar matters. Our contingent liabilities are subject to inherent uncertainties, and unfavorable judicial or administrative decisions could occur which we did not anticipate. Such an unfavorable decision could include monetary damages, fines or other penalties or an injunction prohibiting us from taking certain actions or selling certain products. If such an unfavorable decision were to occur, it could result in a material adverse impact on our financial position and results of operations in the period in which the decision occurs, or in future periods.

- 21-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Income Tax Matters
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We also recognize income tax benefits to the extent that it is more likely than not that our positions will be sustained when challenged by the taxing authorities. We derecognize income tax benefits when based on new information we determine that it is no longer more likely than not that our position will be sustained. To the extent we prevail in matters for which liabilities have been established, or determine we need to derecognize tax benefits recorded in prior periods, our results of operations and effective tax rate in a given period could be materially affected. An unfavorable tax settlement would require use of our cash, and lead to recognition of expense to the extent the settlement amount exceeds


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

recorded liabilities and, in the case of an income tax settlement, result in an increase in our effective tax rate in the period of resolution. A favorable tax settlement would be recognized as a reduction of expense to the extent the settlement amount is lower than recorded liabilities and, in the case of an income tax settlement, would result in a reduction in our effective tax rate in the period of resolution.
While the Company applies consistent transfer pricing policies and practices globally, supports transfer prices through economic studies, seeks advance pricing agreements and joint audits to the extent possible and believes its transfer prices to be appropriate, such transfer prices, and related interpretations of tax laws, are occasionally challenged by various taxing authorities globally. We have received various tax assessments challenging our interpretations of applicable tax laws in various jurisdictions. Although we believe we have complied with applicable tax laws, have strong positions and defenses and have historically been successful in defending such claims, our results of operations could be materially adversely affected in the case we are unsuccessful in the defense of existing or future claims.
Guarantees
We have off-balance sheet financial guarantees and other commitments totaling approximately $7$49 million at both June 30, 20152016 and December 31, 2014.2015. We issue guarantees to financial institutions or other entities on behalf of certain of our affiliates, lessors or customers. Normally there is no separate premium received by us as consideration for the issuance of guarantees. In 2015, as a result of the dissolution of the global alliance with SRI, we issued a guarantee of approximately $46 million to an insurance company related to SRI's obligation to pay GDTNA's outstanding workers' compensation claims arising during the existence of the global alliance. We also generally dohave concluded the probability of our performance to be remote and, therefore, have not require collateral in connection withrecorded a liability for this guarantee. While there is no fixed duration of this guarantee, we expect the issuanceamount of these guarantees.this guarantee to decrease over time as GDTNA pays its outstanding claims. If our performance under these guarantees is triggered by non-payment or another specified event, we would be obligated to make payment to the financial institution or the other entity, and would typically have recourse to the affiliate, lessor, customer, or customer. TheSRI. Except for the workers' compensation guarantee described above, the guarantees expire at various times through 2031.2020. We are unable to estimate the extent to which our affiliates’, lessors’, customers’, or customers’SRI's assets would be adequate to recover any payments made by us under the related guarantees.

NOTE 13.12. CAPITAL STOCK
Mandatory Convertible Preferred Stock
On April 1, 2014, all outstanding shares of mandatory convertible preferred stock automatically converted into 27,573,735 shares of common stock, net of fractional shares, at a conversion rate of 2.7574 shares of common stock per share of preferred stock.
Dividends
In the first six months of 2015,2016, we paid cash dividends of $32$38 million on our common stock. On July 15, 2015,12, 2016, the Board of Directors (or a duly authorized committee thereof) declared cash dividends of $0.06$0.07 per share of common stock, or approximately $16$18 million in the aggregate. The dividend will be paid on September 1, 20152016 to stockholders of record as of the close of business on July 31, 2015.August 1, 2016. Future quarterly dividends are subject to Board approval.

- 22-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Common Stock Repurchases
On September 18, 2013, the Board of Directors authorized $100 million for use in our common stock repurchase program. On May 27, 2014, the Board of Directors approved an increase in that authorization to $450 million. On February 4, 2016, the Board of Directors approved a further increase in that authorization to $1.1 billion. This program expires on December 31, 2016.2018. We intend to repurchase shares of common stock in open market transactions in order to offset new shares issued under equity compensation programs and to provide for additional shareholder returns. During the second quarter and first six months of 2015,2016, we repurchased 1,600,1293,571,254 shares at an average price, including commissions, of $31.25$28.00 per share, or $50$100 million in the aggregate. During the first six months of 2016, we repurchased 5,162,630 shares at an average price, including commissions, of $29.05 per share, or $150 million in the aggregate. Since 2013, we repurchased 19,670,348 shares at an average price, including commissions, of $28.64 per share, or $563 million in the aggregate.
In addition, we routinely repurchase shares delivered to us by employees as payment for the exercise price of stock options and the withholding taxes due upon the exercise of the stock options or the vesting or payment of stock awards. During the second quarter of 2015, we repurchased 36,169 shares at an average price of $29.00 per share, or $1 million in the aggregate. During the first six months of 2015,2016, we repurchased 75,520did not repurchase any shares at an average price of $27.99 per share, or $2 million in the aggregate.from employees.


- 23-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 14.13. CHANGES IN SHAREHOLDERS’ EQUITY
The following tables present the changes in shareholders’ equity for the six months ended June 30, 20152016 and 20142015:
 June 30, 2015 June 30, 2014
(In millions)
Goodyear
Shareholders’ Equity
 
Minority
Shareholders’
Equity – Nonredeemable
 
Total
Shareholders’ Equity
 
Goodyear
Shareholders’ Equity
 
Minority
Shareholders’
Equity – Nonredeemable
 
Total
Shareholders’ Equity
Balance at beginning of period$3,610
 $235
 $3,845
 $1,606
 $262
 $1,868
Comprehensive income (loss):           
Net income416
 12
 428
 162
 13
 175
Foreign currency translation net of tax of ($24) in 2015 ($0 in 2014)(59) (14) (73) 15
 2
 17
Reclassification adjustment for amounts recognized in income (net of tax of $0 in 2015 and $0 in 2014)1
 
 1
 (2) 
 (2)
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost net of tax of $18 in 2015 ($3 in 2014)35
 
 35
 55
 
 55
Decrease (increase) in net actuarial losses net of tax of $11 in 2015 ($3 in 2014)22
 
 22
 12
 
 12
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures net of tax of $0 in 2015 ($0 in 2014)2
 
 2
 38
 
 38
Deferred derivative gains (losses) net of tax of $2 in 2015 ($(1) in 2014)9
 
 9
 (1) 
 (1)
Reclassification adjustment for amounts recognized in income net of tax of ($2) in 2015 ($0 in 2014)(11) 
 (11) 
 
 
Unrealized investment gains (losses) net of tax of $1 in 2015 ($0 in 2014)1
 
 1
 1
 
 1
Other comprehensive income (loss)
 (14) (14) 118
 2
 120
Total comprehensive income (loss)416
 (2) 414
 280
 15
 295
Purchase of subsidiary shares from minority interest
 
 
 (5) (18) (23)
Dividends declared to minority shareholders
 (7) (7) 
 (15) (15)
Stock-based compensation plans (Note 11)10
 
 10
 11
 
 11
Repurchase of common stock (Note 13)(52) 
 (52) (65) 
 (65)
Dividends declared (Note 13)(32) 
 (32) (33) 
 (33)
Common stock issued from treasury18
 
 18
 31
 
 31
Balance at end of period$3,970
 $226
 $4,196
 $1,825
 $244
 $2,069
 June 30, 2016 June 30, 2015
(In millions)
Goodyear
Shareholders’ Equity
 
Minority
Shareholders’
Equity – Nonredeemable
 
Total
Shareholders’ Equity
 
Goodyear
Shareholders’ Equity
 
Minority
Shareholders’
Equity – Nonredeemable
 
Total
Shareholders’ Equity
Balance at beginning of period$3,920
 $222
 $4,142
 $3,610
 $235
 $3,845
Comprehensive income (loss):           
Net income386
 11
 397
 416
 12
 428
Foreign currency translation, net of tax of $14 in 2016 (($24) in 2015)5
 2
 7
 (59) (14) (73)
Reclassification adjustment for amounts recognized in income, net of tax of $0 in 2016 ($0 in 2015)
 
 
 1
 
 1
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $16 in 2016 ($18 in 2015)32
 
 32
 35
 
 35
Decrease (increase) in net actuarial losses, net of tax of $0 in 2016 ($11 in 2015)1
 
 1
 22
 
 22
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures, net of tax of $0 in 2016 ($0 in 2015)15
 
 15
 2
 
 2
Deferred derivative gains (losses), net of tax of $0 in 2016 ($2 in 2015)3
 
 3
 9
 
 9
Reclassification adjustment for amounts recognized in income, net of tax of ($2) in 2016 (($2) in 2015)(8) 
 (8) (11) 
 (11)
Unrealized investment gains (losses), net of tax of $0 in 2016 ($1 in 2015)
 
 
 1
 
 1
Other comprehensive income (loss)48
 2
 50
 
 (14) (14)
Total comprehensive income (loss)434
 13
 447
 416
 (2) 414
Dividends declared to minority shareholders
 (9) (9) 
 (7) (7)
Stock-based compensation plans (Note 10)13
 
 13
 10
 
 10
Repurchase of common stock (Note 12)(150) 
 (150) (52) 
 (52)
Dividends declared (Note 12)(38) 
 (38) (32) 
 (32)
Common stock issued from treasury3
 
 3
 18
 
 18
Balance at end of period$4,182
 $226
 $4,408
 $3,970
 $226
 $4,196


- 24-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The following table presents changes in Minority Equity presented outside of Shareholders’ Equity:
Three Months Ended Six Months EndedThree Months EndedSix Months Ended
June 30, June 30,June 30,
(In millions)2015 2014 2015 20142015
Balance at beginning of period$539
 $600
 $582
 $577
$539
$582
Comprehensive income (loss):        
Net income7
 13
 16
 19
7
16
Foreign currency translation, net of tax of $0 and $0 in 2015 ($0 and $0 in 2014)23
 (3) (32) (2)
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $0 and $0 in 2015 ($0 and $0 in 2014)1
 1
 2
 2
Decrease (increase) in net actuarial losses, net of tax of $0 and $0 in 2015 ($0 and $0 in 2014)2
 1
 2
 12
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures, net of tax of $0 and $0 in 2015 ($0 and $0 in 2014)
 
 
 4
Deferred derivative gains (losses), net of tax of $0 and $0 in 2015 ($0 and $0 in 2014)(1) 
 1
 
Reclassification adjustment for amounts recognized in income, net of tax of $0 and $0 in 2015 ($0 and $0 in 2014)(2) 1
 (2) 1
Foreign currency translation, net of tax of $0 and $0 in 201523
(32)
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $0 and $0 in 20151
2
Decrease (increase) in net actuarial losses, net of tax of $0 and $0 in 20152
2
Deferred derivative gains (losses), net of tax of $0 and $0 in 2015(1)1
Reclassification adjustment for amounts recognized in income, net of tax of $0 and $0 in 2015(2)(2)
Other comprehensive income (loss)23
 
 (29) 17
23
(29)
Total comprehensive income (loss)30
 13
 (13) 36
30
(13)
Balance at end of period$569
 $613
 $569
 $613
$569
$569


Due to the dissolution of the global alliance with SRI on October 1, 2015, we no longer have Minority Equity outside of Shareholders' Equity.


- 25-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 15.14. RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents changes in Accumulated Other Comprehensive Loss (AOCL), by component, for the six months ended June 30, 20152016 and 2014:2015:
(In millions) Income (Loss)

Foreign Currency Translation Adjustment Unrecognized Net Actuarial Losses and Prior Service Costs Deferred Derivative Gains (Losses) Unrealized Investment Gains TotalForeign Currency Translation Adjustment Unrecognized Net Actuarial Losses and Prior Service Costs Deferred Derivative Gains (Losses) Unrealized Investment Gains Total
Balance at December 31, 2015$(946) $(3,071) $7
 $
 $(4,010)
Other comprehensive income (loss) before reclassifications5
 1
 3
 
 9
Amounts reclassified from accumulated other comprehensive loss
 47
 (8) 
 39
Balance at June 30, 2016$(941) $(3,023) $2
 $
 $(3,962)
         
Foreign Currency Translation Adjustment Unrecognized Net Actuarial Losses and Prior Service Costs Deferred Derivative Gains (Losses) Unrealized Investment Gains Total
Balance at December 31, 2014$(894) $(3,297) $12
 $36
 $(4,143)$(894) $(3,285) $12
 $36
 $(4,131)
Other comprehensive income (loss) before reclassifications(59) 22
 9
 1
 (27)(59) 22
 9
 1
 (27)
Amounts reclassified from accumulated other comprehensive loss1
 37
 (11) 
 27
1
 37
 (11) 
 27
Balance at June 30, 2015$(952) $(3,238) $10
 $37
 $(4,143)$(952) $(3,226) $10
 $37
 $(4,131)
         
Foreign Currency Translation Adjustment Unrecognized Net Actuarial Losses and Prior Service Costs Deferred Derivative Gains (Losses) Unrealized Investment Gains Total
Balance at December 31, 2013$(690) $(3,290) $(1) $34
 $(3,947)
Other comprehensive income (loss) before reclassifications15
 12
 (1) 1
 27
Amounts reclassified from accumulated other comprehensive loss(2) 93
 
 
 91
Purchase of subsidiary shares from minority interest(1) 
 
 
 (1)
Balance at June 30, 2014$(678) $(3,185) $(2) $35
 $(3,830)


- 26-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The following table presents reclassifications out of Accumulated Other Comprehensive Loss:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
  
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
(In millions) (Income) Expense 2015 2014 2015 2014  2016 2015 2016 2015 
Component of AOCL Amount Reclassified from AOCL Amount Reclassified from AOCL Affected Line Item in the Consolidated Statements of Operations Amount Reclassified from AOCL Amount Reclassified from AOCL Affected Line Item in the Consolidated Statements of Operations
Foreign Currency Translation Adjustment, before tax $1
 $(2) $1
 $(2) Other Expense $
 $1
 $
 $1
 Other (Income) Expense
Tax effect 
 
 
 
 United States and Foreign Taxes 
 
 
 
 United States and Foreign Taxes
Minority interest 
 
 
 
 Minority Shareholders' Net Income 
 
 
 
 Minority Shareholders' Net Income
Net of tax $1
 $(2) $1
 $(2) Goodyear Net Income $
 $1
 $
 $1
 Goodyear Net Income
                  
Amortization of prior service cost and unrecognized gains and losses $27
 $26
 $55
 $60
 Total Benefit Cost $24
 $27
 $48
 $55
 Total Benefit Cost
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures 2
 
 2
 42
 Total Benefit Cost 15
 2
 15
 2
 Total Benefit Cost
Unrecognized Net Actuarial Losses and Prior Service Costs, before tax $29
 $26
 $57
 $102
  $39
 $29
 $63
 $57
 
Tax effect (9) (1) (18) (3) United States and Foreign Taxes (8) (9) (16) (18) United States and Foreign Taxes
Minority interest (1) (1) (2) (6) Minority Shareholders' Net Income 
 (1) 
 (2) Minority Shareholders' Net Income
Net of tax $19
 $24
 $37
 $93
 Goodyear Net Income $31
 $19
 $47
 $37
 Goodyear Net Income
                  
Deferred Derivative (Gains) Losses, before tax $(10) $
 $(15) $1
 Cost of Goods Sold $(6) $(10) $(10) $(15) Cost of Goods Sold
Tax effect 1
 
 2
 
 United States and Foreign Taxes 1
 1
 2
 2
 United States and Foreign Taxes
Minority interest 2
 (1) 2
 (1) Minority Shareholders' Net Income 
 2
 
 2
 Minority Shareholders' Net Income
Net of tax $(7) $(1) $(11) $
 Goodyear Net Income $(5) $(7) $(8) $(11) Goodyear Net Income
                  
Total reclassifications $13
 $21
 $27
 $91
 Goodyear Net Income $26
 $13
 $39
 $27
 Goodyear Net Income

Amortization of prior service cost and unrecognized gains and losses and immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures are included in the computation of total benefit cost. For further information, refer to Note to the Consolidated Financial Statements No. 10,9, Pension, Savings and Other Postretirement Benefit Plans, in this Form 10-Q and No. 16,17, Pension, Other Postretirement Benefits and Savings Plans, in our 20142015 Form 10-K.


- 27-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 16.15. CONSOLIDATING FINANCIAL INFORMATION
Certain of our subsidiaries have guaranteed our obligations under the $1.0 billion outstanding principal amount of 8.25% senior notes due 2020, the $282 million outstanding principal amount of 8.75% notes due 2020, the $900 million outstanding principal amount of 6.5% senior notes due 2021, and the $700 million outstanding principal amount of 7% senior notes due 2022, the $1.0 billion outstanding principal amount of 5.125% senior notes due 2023 and the $900 million outstanding principal amount of 5% senior notes due 2026 (collectively, the “notes”). The following presents the condensed consolidating financial information separately for:
(i)The Goodyear Tire & Rubber Company (the “Parent Company”), the issuer of the guaranteed obligations;
(ii)Guarantor Subsidiaries, on a combined basis, as specified in the indentures related to Goodyear’s obligations under the notes;
(iii)Non-guarantor Subsidiaries, on a combined basis;
(iv)Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between the Parent Company, the Guarantor Subsidiaries and the Non-guarantor Subsidiaries, (b) eliminate the investments in our subsidiaries, and (c) record consolidating entries; and
(v)The Goodyear Tire & Rubber Company and Subsidiaries on a consolidated basis.
Each guarantor subsidiary is 100% owned by the Parent Company at the date of each balance sheet presented. The notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary. The guarantees of the guarantor subsidiaries are subject to release in limited circumstances only upon the occurrence of certain customary conditions. Each entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements, except for the use by the Parent Company and guarantor subsidiaries of the equity method of accounting to reflect ownership interests in subsidiaries which are eliminated upon consolidation. Changes in intercompany receivables and payables related to operations, such as intercompany sales or service charges, are included in cash flows from operating activities. Intercompany transactions reported as investing or financing activities include the sale of the capital stock of various subsidiaries, loans and other capital transactions between members of the consolidated group. In 2015, the Parent Company acquired the common shares of a non-guarantor subsidiary from another non-guarantor subsidiary at a cost of $145 million. The transaction was settled by the cancellation of intercompany balances between the Parent Company and the transferring non-guarantor subsidiary. In addition, in 2015 the Parent Company capitalized approximately $90 million of intercompany receivables from a non-guarantor subsidiary with a corresponding increase in equity of the subsidiary.
Certain non-guarantor subsidiaries of the Parent Company are limited in their ability to remit funds to it by means of dividends, advances or loans due to required foreign government and/or currency exchange board approvals or limitations in credit agreements or other debt instruments of those subsidiaries.


- 28-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Condensed Consolidating Balance SheetCondensed Consolidating Balance Sheet
June 30, 2015June 30, 2016
(In millions)Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations ConsolidatedParent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated
Assets:                  
Current Assets:                  
Cash and Cash Equivalents$477
 $70
 $1,091
 $
 $1,638
$275
 $55
 $808
 $
 $1,138
Accounts Receivable847
 186
 1,443
 
 2,476
Accounts Receivable, net805
 177
 1,493
 
 2,475
Accounts Receivable From Affiliates
 638
 
 (638) 

 494
 
 (494) 
Inventories1,153
 157
 1,301
 (66) 2,545
1,360
 144
 1,229
 (47) 2,686
Deferred Income Taxes504
 6
 65
 4
 579
Assets Held for Sale189
 
 210
 (181) 218
Prepaid Expenses and Other Current Assets47
 7
 185
 
 239
51
 3
 113
 2
 169
Total Current Assets3,217
 1,064
 4,295
 (881) 7,695
2,491
 873
 3,643
 (539) 6,468
Goodwill
 24
 428
 111
 563

 24
 412
 124
 560
Intangible Assets110
 
 22
 
 132
118
 
 20
 
 138
Deferred Income Taxes1,463
 18
 82
 9
 1,572
1,926
 19
 83
 
 2,028
Other Assets249
 77
 418
 
 744
231
 88
 380
 7
 706
Investments in Subsidiaries3,949
 329
 
 (4,278) 
4,304
 427
 
 (4,731) 
Property, Plant and Equipment2,325
 124
 4,392
 (31) 6,810
Property, Plant and Equipment, net2,375
 249
 4,363
 (27) 6,960
Total Assets$11,313
 $1,636
 $9,637
 $(5,070) $17,516
$11,445
 $1,680
 $8,901
 $(5,166) $16,860
Liabilities:                  
Current Liabilities:                  
Accounts Payable-Trade$826
 $184
 $1,592
 $
 $2,602
$870
 $138
 $1,635
 $
 $2,643
Accounts Payable to Affiliates563
 
 75
 (638) 
318
 
 176
 (494) 
Compensation and Benefits339
 31
 305
 
 675
326
 29
 250
 
 605
Liabilities Held for Sale
 
 203
 
 203
Other Current Liabilities324
 30
 558
 (8) 904
294
 18
 551
 (8) 855
Notes Payable and Overdrafts
 
 36
 
 36

 
 145
 
 145
Long Term Debt and Capital Leases Due Within One Year6
 
 315
 
 321
6
 
 340
 
 346
Total Current Liabilities2,058
 245
 3,084
 (646) 4,741
1,814
 185
 3,097
 (502) 4,594
Long Term Debt and Capital Leases4,175
 
 1,571
 
 5,746
4,324
 
 1,421
 
 5,745
Compensation and Benefits592
 113
 747
 
 1,452
642
 96
 655
 
 1,393
Deferred and Other Noncurrent Income Taxes1
 5
 183
 (3) 186
Deferred Income Taxes
 1
 89
 
 90
Other Long Term Liabilities517
 10
 99
 
 626
483
 11
 136
 
 630
Total Liabilities7,343
 373
 5,684
 (649) 12,751
7,263
 293
 5,398
 (502) 12,452
Commitments and Contingent Liabilities

 

 

 

 



 

 

 

 

Minority Shareholders’ Equity
 
 393
 176
 569
Shareholders’ Equity:                  
Goodyear Shareholders’ Equity:                  
Common Stock269
 
 
 
 269
262
 
 
 
 262
Other Equity3,701
 1,263
 3,334
 (4,597) 3,701
3,920
 1,387
 3,277
 (4,664) 3,920
Goodyear Shareholders’ Equity3,970
 1,263
 3,334
 (4,597) 3,970
4,182
 1,387
 3,277
 (4,664) 4,182
Minority Shareholders’ Equity — Nonredeemable
 
 226
 
 226

 
 226
 
 226
Total Shareholders’ Equity3,970
 1,263
 3,560
 (4,597) 4,196
4,182
 1,387
 3,503
 (4,664) 4,408
Total Liabilities and Shareholders’ Equity$11,313
 $1,636
 $9,637
 $(5,070) $17,516
$11,445
 $1,680
 $8,901
 $(5,166) $16,860

- 29-

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


 Condensed Consolidating Balance Sheet
 December 31, 2015
(In millions)Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated
Assets:         
Current Assets:         
Cash and Cash Equivalents$354
 $70
 $1,052
 $
 $1,476
Accounts Receivable, net814
 136
 1,083
 
 2,033
Accounts Receivable From Affiliates
 609
 
 (609) 
Inventories1,199
 157
 1,152
 (44) 2,464
Prepaid Expenses and Other Current Assets42
 3
 105
 3
 153
Total Current Assets2,409
 975
 3,392
 (650) 6,126
Goodwill
 24
 407
 124
 555
Intangible Assets118
 
 20
 
 138
Deferred Income Taxes2,049
 19
 73
 
 2,141
Other Assets216
 81
 350
 7
 654
Investments in Subsidiaries4,088
 383
 
 (4,471) 
Property, Plant and Equipment, net2,377
 216
 4,213
 (29) 6,777
Total Assets$11,257
 $1,698
 $8,455
 $(5,019) $16,391
Liabilities:         
Current Liabilities:         
Accounts Payable-Trade$1,002
 $189
 $1,578
 $
 $2,769
Accounts Payable to Affiliates540
 
 69
 (609) 
Compensation and Benefits411
 29
 226
 
 666
Other Current Liabilities328
 16
 547
 (5) 886
Notes Payable and Overdrafts
 
 49
 
 49
Long Term Debt and Capital Leases Due Within One Year6
 
 579
 
 585
Total Current Liabilities2,287
 234
 3,048
 (614) 4,955
Long Term Debt and Capital Leases3,796
 
 1,278
 
 5,074
Compensation and Benefits725
 97
 646
 
 1,468
Deferred Income Taxes
 1
 92
 (2) 91
Other Long Term Liabilities529
 15
 119
 (2) 661
Total Liabilities7,337
 347
 5,183
 (618) 12,249
Commitments and Contingent Liabilities
 
 
 
 
Shareholders’ Equity:         
Goodyear Shareholders’ Equity:         
Common Stock267
 
 
 
 267
Other Equity3,653
 1,351
 3,050
 (4,401) 3,653
Goodyear Shareholders’ Equity3,920
 1,351
 3,050
 (4,401) 3,920
Minority Shareholders’ Equity — Nonredeemable
 
 222
 
 222
Total Shareholders’ Equity3,920
 1,351
 3,272
 (4,401) 4,142
Total Liabilities and Shareholders’ Equity$11,257
 $1,698
 $8,455
 $(5,019) $16,391



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

 Condensed Consolidating Balance Sheet
 December 31, 2014
(In millions)Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated
Assets:         
Current Assets:         
Cash and Cash Equivalents$674
 $89
 $1,398
 $
 $2,161
Accounts Receivable833
 166
 1,127
 
 2,126
Accounts Receivable From Affiliates
 623
 
 (623) 
Inventories1,151
 148
 1,410
 (38) 2,671
Deferred Income Taxes496
 6
 66
 2
 570
Prepaid Expenses and Other Current Assets39
 2
 156
 (1) 196
Total Current Assets3,193
 1,034
 4,157
 (660) 7,724
Goodwill
 24
 462
 115
 601
Intangible Assets114
 
 24
 
 138
Deferred Income Taxes1,633
 24
 96
 9
 1,762
Other Assets234
 86
 411
 
 731
Investments in Subsidiaries4,054
 416
 
 (4,470) 
Property, Plant and Equipment2,329
 132
 4,721
 (29) 7,153
Total Assets$11,557
 $1,716
 $9,871
 $(5,035) $18,109
Liabilities:         
Current Liabilities:         
Accounts Payable-Trade$910
 $191
 $1,777
 $
 $2,878
Accounts Payable to Affiliates557
 
 66
 (623) 
Compensation and Benefits392
 31
 301
 
 724
Other Current Liabilities350
 23
 589
 (6) 956
Notes Payable and Overdrafts
 
 30
 
 30
Long Term Debt and Capital Leases Due Within One Year6
 
 142
 
 148
Total Current Liabilities2,215
 245
 2,905
 (629) 4,736
Long Term Debt and Capital Leases4,375
 
 1,841
 
 6,216
Compensation and Benefits666
 127
 883
 
 1,676
Deferred and Other Noncurrent Income Taxes3
 5
 179
 (6) 181
Other Long Term Liabilities688
 30
 155
 
 873
Total Liabilities7,947
 407
 5,963
 (635) 13,682
Commitments and Contingent Liabilities
 
 
 
 
Minority Shareholders’ Equity
 
 392
 190
 582
Shareholders’ Equity:         
Goodyear Shareholders’ Equity:         
Common Stock269
 
 
 
 269
Other Equity3,341
 1,309
 3,281
 (4,590) 3,341
Goodyear Shareholders’ Equity3,610
 1,309
 3,281
 (4,590) 3,610
Minority Shareholders’ Equity — Nonredeemable
 
 235
 
 235
Total Shareholders’ Equity3,610
 1,309
 3,516
 (4,590) 3,845
Total Liabilities and Shareholders’ Equity$11,557
 $1,716
 $9,871
 $(5,035) $18,109
 Consolidating Statements of Operations
 Three Months Ended June 30, 2016
(In millions)Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated
Net Sales$1,788
 $476
 $2,025
 $(410) $3,879
Cost of Goods Sold1,328
 430
 1,475
 (420) 2,813
Selling, Administrative and General Expense234
 38
 321
 
 593
Rationalizations3
 
 45
 
 48
Interest Expense79
 3
 22
 
 104
Other (Income) Expense(1) 
 7
 14
 20
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries145
 5
 155
 (4) 301
United States and Foreign Taxes49
 2
 37
 5
 93
Equity in Earnings of Subsidiaries106
 1
 
 (107) 
Net Income (Loss)202
 4
 118
 (116) 208
Less: Minority Shareholders’ Net Income
 
 6
 
 6
Goodyear Net Income (Loss)$202
 $4
 $112
 $(116) $202
Comprehensive Income (Loss)$190
 $(1) $86
 $(84) $191
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders
 
 1
 
 1
Goodyear Comprehensive Income (Loss)$190
 $(1) $85
 $(84) $190
 Consolidating Statements of Operations
 Three Months Ended June 30, 2015
(In millions)Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated
Net Sales$1,974
 $568
 $2,640
 $(1,010) $4,172
Cost of Goods Sold1,466
 520
 2,056
 (1,015) 3,027
Selling, Administrative and General Expense242
 42
 366
 (2) 648
Rationalizations5
 
 40
 1
 46
Interest Expense83
 6
 37
 (16) 110
Other (Income) Expense(36) (1) 8
 42
 13
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries214
 1
 133
 (20) 328
United States and Foreign Taxes85
 2
 35
 (2) 120
Equity in Earnings of Subsidiaries63
 (67) 
 4
 
Net Income (Loss)192
 (68) 98
 (14) 208
Less: Minority Shareholders’ Net Income
 
 16
 
 16
Goodyear Net Income (Loss)$192
 $(68) $82
 $(14) $192
Comprehensive Income (Loss)$223
 $(60) $127
 $(32) $258
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders
 
 28
 7
 35
Goodyear Comprehensive Income (Loss)$223
 $(60) $99
 $(39) $223


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

- 30-

 Consolidating Statements of Operations
 Six Months Ended June 30, 2016
(In millions)Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated
Net Sales$3,472
 $910
 $3,989
 $(801) $7,570
Cost of Goods Sold2,561
 823
 2,960
 (830) 5,514
Selling, Administrative and General Expense476
 76
 657
 (1) 1,208
Rationalizations5
 
 54
 
 59
Interest Expense147
 6
 53
 (11) 195
Other (Income) Expense(5) 1
 (10) 40
 26
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries288
 4
 275
 1
 568
United States and Foreign Taxes105
 (1) 63
 4
 171
Equity in Earnings of Subsidiaries203
 21
 
 (224) 
Net Income (Loss)386
 26
 212
 (227) 397
Less: Minority Shareholders’ Net Income
 
 11
 
 11
Goodyear Net Income (Loss)$386
 $26
 $201
 $(227) $386
Comprehensive Income (Loss)$434
 $6
 $241
 $(234) $447
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders
 
 13
 
 13
Goodyear Comprehensive Income (Loss)$434
 $6
 $228
 $(234) $434
 Consolidating Statements of Operations
 Six Months Ended June 30, 2015
(In millions)Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated
Net Sales$3,814
 $1,088
 $5,242
 $(1,948) $8,196
Cost of Goods Sold2,909
 992
 4,159
 (1,967) 6,093
Selling, Administrative and General Expense468
 82
 710
 (4) 1,256
Rationalizations5
 
 56
 1
 62
Interest Expense166
 12
 68
 (29) 217
Other (Income) Expense(201) (16) 19
 79
 (119)
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries467
 18
 230
 (28) 687
United States and Foreign Taxes172
 7
 65
 (1) 243
Equity in Earnings of Subsidiaries121
 (60) 
 (61) 
Net Income (Loss)416
 (49) 165
 (88) 444
Less: Minority Shareholders’ Net Income
 
 28
 
 28
Goodyear Net Income (Loss)$416
 $(49) $137
 $(88) $416
Comprehensive Income (Loss)$416
 $(26) $65
 $(54) $401
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders
 
 (1) (14) (15)
Goodyear Comprehensive Income (Loss)$416
 $(26) $66
 $(40) $416



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

 Consolidating Statements of Operations
 Three Months Ended June 30, 2015
(In millions)Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated
Net Sales$1,974
 $568
 $2,640
 $(1,010) $4,172
Cost of Goods Sold1,466
 520
 2,056
 (1,015) 3,027
Selling, Administrative and General Expense242
 42
 366
 (2) 648
Rationalizations5
 
 40
 1
 46
Interest Expense80
 6
 36
 (16) 106
Other (Income) Expense(33) (1) 9
 42
 17
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries214
 1
 133
 (20) 328
United States and Foreign Taxes85
 2
 35
 (2) 120
Equity in Earnings of Subsidiaries63
 (67) 
 4
 
Net Income (Loss)192
 (68) 98
 (14) 208
Less: Minority Shareholders’ Net Income (Loss)
 
 16
 
 16
Goodyear Net Income (Loss) available to Common Shareholders$192
 $(68) $82
 $(14) $192
Comprehensive Income (Loss)$223
 $(60) $127
 $(32) $258
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders
 
 28
 7
 35
Goodyear Comprehensive Income (Loss)$223
 $(60) $99
 $(39) $223
 Consolidating Statements of Operations
 Three Months Ended June 30, 2014
(In millions)Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated
Net Sales$1,990
 $653
 $2,864
 $(851) $4,656
Cost of Goods Sold1,620
 582
 2,210
 (880) 3,532
Selling, Administrative and General Expense227
 43
 430
 (2) 698
Rationalizations
 
 24
 
 24
Interest Expense84
 6
 28
 (16) 102
Other (Income) Expense(34) (5) 
 47
 8
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries93
 27
 172
 
 292
United States and Foreign Taxes7
 5
 48
 
 60
Equity in Earnings of Subsidiaries127
 10
 
 (137) 
Net Income (Loss)213
 32
 124
 (137) 232
Less: Minority Shareholders’ Net Income (Loss)
 
 19
 
 19
Goodyear Net Income (Loss) available to Common Shareholders$213
 $32
 $105
 $(137) $213
Comprehensive Income (Loss)$266
 $37
 $145
 $(160) $288
Less: Comprehensive Income (Loss) Attributable to Minority Interest
 
 24
 (2) 22
Goodyear Comprehensive Income (Loss)$266
 $37
 $121
 $(158) $266
 Condensed Consolidating Statement of Cash Flows
 Six Months Ended June 30, 2016
(In millions)Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated
Cash Flows from Operating Activities:         
Total Cash Flows from Operating Activities$(243) $(11) $151
 $(17) $(120)
Cash Flows from Investing Activities:         
Capital Expenditures(185) (44) (239) 2
 (466)
Asset Dispositions
 
 1
 
 1
Decrease in Restricted Cash
 
 11
 
 11
Short Term Securities Acquired
 
 (34) 
 (34)
Short Term Securities Redeemed
 
 23
 
 23
Capital Contributions and Loans Incurred(93) 
 (243) 336
 
Capital Redemptions and Loans Paid25
 
 143
 (168) 
Total Cash Flows from Investing Activities(253) (44) (338) 170
 (465)
Cash Flows from Financing Activities:         
Short Term Debt and Overdrafts Incurred
 4
 124
 (4) 124
Short Term Debt and Overdrafts Paid(4) 
 (36) 4
 (36)
Long Term Debt Incurred2,051
 
 1,232
 
 3,283
Long Term Debt Paid(1,523) 
 (1,408) 
 (2,931)
Common Stock Issued3
 
 
 
 3
Common Stock Repurchased(150) 
 
 
 (150)
Common Stock Dividends Paid(38) 
 
 
 (38)
Capital Contributions and Loans Incurred243
 59
 34
 (336) 
Capital Redemptions and Loans Paid(143) (25) 
 168
 
Intercompany Dividends Paid
 
 (15) 15
 
Transactions with Minority Interests in Subsidiaries
 
 (7) 
 (7)
Debt Related Costs and Other Transactions(22) 
 (1) 
 (23)
Total Cash Flows from Financing Activities417
 38
 (77) (153) 225
Effect of Exchange Rate Changes on Cash and Cash Equivalents
 2
 20
 
 22
Net Change in Cash and Cash Equivalents(79) (15) (244) 
 (338)
Cash and Cash Equivalents at Beginning of the Period354
 70
 1,052
 
 1,476
Cash and Cash Equivalents at End of the Period$275
 $55
 $808
 $
 $1,138

- 31-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

 Consolidating Statements of Operations
 Six Months Ended June 30, 2015
(In millions)Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated
Net Sales$3,814
 $1,088
 $5,242
 $(1,948) $8,196
Cost of Goods Sold2,909
 992
 4,159
 (1,967) 6,093
Selling, Administrative and General Expense468
 82
 710
 (4) 1,256
Rationalizations5
 
 56
 1
 62
Interest Expense160
 12
 66
 (29) 209
Other (Income) Expense(195) (16) 21
 79
 (111)
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries467
 18
 230
 (28) 687
United States and Foreign Taxes172
 7
 65
 (1) 243
Equity in Earnings of Subsidiaries121
 (60) 
 (61) 
Net Income (Loss)416
 (49) 165
 (88) 444
Less: Minority Shareholders’ Net Income (Loss)
 
 28
 
 28
Goodyear Net Income (Loss)416
 (49) 137
 (88) 416
Less: Preferred Stock Dividends
 
 
 
 
Goodyear Net Income (Loss) available to Common Shareholders$416
 $(49) $137
 $(88) $416
Comprehensive Income (Loss)$416
 $(26) $65
 $(54) $401
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders
 
 (1) (14) (15)
Goodyear Comprehensive Income (Loss)$416
 $(26) $66
 $(40) $416
 Consolidating Statements of Operations
 Six Months Ended June 30, 2014
(In millions)Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated
Net Sales$3,865
 $1,254
 $6,023
 $(2,017) $9,125
Cost of Goods Sold3,178
 1,130
 4,792
 (2,050) 7,050
Selling, Administrative and General Expense451
 83
 836
 (5) 1,365
Rationalizations(1) 
 66
 
 65
Interest Expense166
 13
 59
 (31) 207
Other (Income) Expense(46) (9) 138
 93
 176
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries117
 37
 132
 (24) 262
United States and Foreign Taxes9
 8
 51
 
 68
Equity in Earnings of Subsidiaries54
 16
 
 (70) 
Net Income (Loss)162
 45
 81
 (94) 194
Less: Minority Shareholders’ Net Income (Loss)
 
 32
 
 32
Goodyear Net Income (Loss)162
 45
 49
 (94) 162
Less: Preferred Stock Dividends7
 
 
 
 7
Goodyear Net Income (Loss) available to Common Shareholders$155
 $45
 $49
 $(94) $155
Comprehensive Income (Loss)$280
 $62
 $175
 $(186) $331
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders
 
 53
 (2) 51
Goodyear Comprehensive Income (Loss)$280
 $62
 $122
 $(184) $280
 Condensed Consolidating Statement of Cash Flows
 Six Months Ended June 30, 2015
(In millions)Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated
Cash Flows from Operating Activities:         
Total Cash Flows from Operating Activities$231
 $(14) $75
 $(18) $274
Cash Flows from Investing Activities:         
Capital Expenditures(184) (16) (251) 3
 (448)
Asset Dispositions
 
 8
 
 8
Increase in Restricted Cash
 
 (6) 
 (6)
Short Term Securities Acquired
 
 (49) 
 (49)
Short Term Securities Redeemed
 
 21
 
 21
Capital Contributions and Loans Incurred(12) 
 
 12
 
   Other Transactions
 
 5
 
 5
Total Cash Flows from Investing Activities(196) (16) (272) 15
 (469)
Cash Flows from Financing Activities:         
Short Term Debt and Overdrafts Incurred43
 5
 49
 (48) 49
Short Term Debt and Overdrafts Paid(5) 
 (86) 48
 (43)
Long Term Debt Incurred455
 
 661
 
 1,116
Long Term Debt Paid(658) 
 (654) 
 (1,312)
Common Stock Issued18
 
 
 
 18
Common Stock Repurchased(52) 
 
 
 (52)
Common Stock Dividends Paid(32) 
 
 
 (32)
Capital Contributions and Loans Incurred
 12
 
 (12) 
Intercompany Dividends Paid
 
 (15) 15
 
Transactions with Minority Interests in Subsidiaries
 
 (1) 
 (1)
 Debt Related Costs and Other Transactions(1) 
 (9) 
 (10)
Total Cash Flows from Financing Activities(232) 17
 (55) 3
 (267)
Effect of Exchange Rate Changes on Cash and Cash Equivalents
 (6) (55) 
 (61)
Net Change in Cash and Cash Equivalents(197) (19) (307) 
 (523)
Cash and Cash Equivalents at Beginning of the Period674
 89
 1,398
 
 2,161
Cash and Cash Equivalents at End of the Period$477
 $70
 $1,091
 $
 $1,638

- 32-



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

 Condensed Consolidating Statement of Cash Flows
 Six Months Ended June 30, 2015
(In millions)Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated
Cash Flows from Operating Activities:         
Total Cash Flows from Operating Activities$231
 $(14) $75
 $(18) $274
Cash Flows from Investing Activities:         
Capital Expenditures(184) (16) (251) 3
 (448)
Asset Dispositions
 
 8
 
 8
Decrease (Increase) in Restricted Cash
 
 (6) 
 (6)
Short Term Securities Acquired
 
 (49) 
 (49)
Short Term Securities Redeemed
 
 21
 
 21
Capital Contributions and Loans Incurred(12) 
 
 12
 
Other Transactions
 
 5
 
 5
Total Cash Flows from Investing Activities(196) (16) (272) 15
 (469)
Cash Flows from Financing Activities:         
Short Term Debt and Overdrafts Incurred43
 5
 49
 (48) 49
Short Term Debt and Overdrafts Paid(5) 
 (86) 48
 (43)
Long Term Debt Incurred455
 
 661
 
 1,116
Long Term Debt Paid(658) 
 (654) 
 (1,312)
Common Stock Issued18
 
 
 
 18
Common Stock Repurchased(52) 
 
 
 (52)
Common Stock Dividends Paid(32) 
 
 
 (32)
Capital Contributions and Loans Incurred
 12
 
 (12) 
Intercompany Dividends Paid
 
 (15) 15
 
Transactions with Minority Interests in Subsidiaries
 
 (1) 
 (1)
Debt Related Costs and Other Transactions(1) 
 (9) 
 (10)
Total Cash Flows from Financing Activities(232) 17
 (55) 3
 (267)
Effect of Exchange Rate Changes on Cash and Cash Equivalents
 (6) (55) 
 (61)
Net Change in Cash and Cash Equivalents(197) (19) (307) 
 (523)
Cash and Cash Equivalents at Beginning of the Period674
 89
 1,398
 
 2,161
Cash and Cash Equivalents at End of the Period$477
 $70
 $1,091
 $
 $1,638

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

 Condensed Consolidating Statement of Cash Flows
 Six Months Ended June 30, 2014
(In millions)Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Entries and Eliminations Consolidated
Cash Flows from Operating Activities:         
Total Cash Flows from Operating Activities$(1,112) $(15) $31
 $(38) $(1,134)
Cash Flows from Investing Activities:         
Capital Expenditures(148) (9) (286) 2
 (441)
Asset Dispositions2
 1
 2
 
 5
Decrease in Restricted Cash
 
 3
 
 3
Short Term Securities Acquired
 
 (41) 
 (41)
Short Term Securities Redeemed
 
 46
 
 46
Capital Contributions and Loans Incurred(211) 
 (452) 663
 
Capital Redemptions and Loans Paid364
 
 209
 (573) 
   Other Transactions1
 
 6
 
 7
Total Cash Flows from Investing Activities8
 (8) (513) 92
 (421)
Cash Flows from Financing Activities:         
Short Term Debt and Overdrafts Incurred3
 6
 18
 (9) 18
Short Term Debt and Overdrafts Paid(6) 
 (27) 9
 (24)
Long Term Debt Incurred401
 
 913
 
 1,314
Long Term Debt Paid(405) 
 (418) 
 (823)
Common Stock Issued31
 
 
 
 31
Common Stock Repurchased(65) 
 
 
 (65)
Common Stock Dividends Paid(26) 
 
 
 (26)
Preferred Stock Dividends Paid(15) 
 
 
 (15)
Capital Contributions and Loans Incurred452
 
 211
 (663) 
Capital Redemptions and Loans Paid(209) 
 (364) 573
 
Intercompany Dividends Paid
 
 (36) 36
 
Transactions with Minority Interests in Subsidiaries
 
 (34) 
 (34)
Total Cash Flows from Financing Activities161
 6
 263
 (54) 376
Effect of Exchange Rate Changes on Cash and Cash Equivalents
 
 (180) 
 (180)
Net Change in Cash and Cash Equivalents(943) (17) (399) 
 (1,359)
Cash and Cash Equivalents at Beginning of the Period1,269
 94
 1,633
 
 2,996
Cash and Cash Equivalents at End of the Period$326
 $77
 $1,234
 $
 $1,637


- 34-



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
     All per share amounts are diluted and refer to Goodyear net income (loss) available to common shareholders..
OVERVIEW
The Goodyear Tire & Rubber Company is one of the world’s leading manufacturers of tires, with one of the most recognizable brand names in the world and operations in most regions of the world. We have a broad global footprint with 5049 manufacturing facilities in 22 countries, including the United States. We operate our business through fourthree operating segments representing our regional tire businesses: North America;Americas; Europe, Middle East and Africa (“EMEA”); and Asia Pacific;Pacific. Effective January 1, 2016, we combined our previous North America and Latin America.America strategic business units into one Americas strategic business unit. Accordingly, we have also combined the North America and Latin America reportable segments effective on that date to align with the new organizational structure and the basis used for reporting to our Chief Executive Officer.
On October 1, 2015, the Company completed the dissolution of its global alliance with Sumitomo Rubber Industries, Ltd. ("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. Pursuant to this agreement, the Company has sold to SRI its 75% interest in Goodyear Dunlop Tires North America Ltd. ("GDTNA"), 25% interest in Dunlop Goodyear Tires Ltd. ("DGT") in Japan and Huntsville, Alabama test track used by GDTNA. The Company has acquired SRI's 25% interest in Goodyear Dunlop Tires Europe B.V. ("GDTE") and 75% interest in Nippon Goodyear Ltd. ("NGY") in Japan.
Prior to October 1, 2015, GDTE’s assets and liabilities were included in our consolidated balance sheets and GDTE’s results of operations were included in our consolidated statements of operations, which also reflected SRI’s minority interest in GDTE. Subsequent to October 1, 2015, we continue to include GDTE in our consolidated balance sheets and consolidated statements of operations; however, there is no minority interest impact to our results of operations related to GDTE. Additionally, prior to October 1, 2015, we accounted for NGY under the equity method as we did not have a controlling financial interest in NGY. Subsequent to October 1, 2015, we have a controlling interest in NGY and, accordingly, NGY’s assets and liabilities are included in our consolidated balance sheets, and NGY’s results of operations are included in our consolidated statements of operations.
Effective December 31, 2015, we concluded that we did not meet the accounting criteria for control over our Venezuelan subsidiary. We deconsolidated the operations of our Venezuelan subsidiary and began reporting their results using the cost method of accounting. Our financial results for the second quarter and first six months of 2016 do not include the operating results of our Venezuelan subsidiary.
Results of Operations
In the second quarter of 2015,2016, we produced total segment operating incomecontinued to experience improving industry conditions in Europe, and saw stable industry conditions in the United States, although year-over-year industry growth in consumer replacement was impacted by abnormally high levels of $556 million, including segment operating incomeimports in the second quarter of $321 million2015. In emerging markets, we saw growth in North America, despite the continuing impactAsia Pacific region in Japan, due to the acquisition of the strengthening of the U.S. dollar against most foreign currenciesa controlling interest in NGY, and weakeningin China, and continued recessionary economic conditions and political volatility in Latin America. Total segment operating income increased by $96 millionBrazil.
Our second quarter of 2016 results reflect a 1.7% increase in tire unit shipments compared to the second quarter of 2014, driven by a decrease in raw material costs, which more than offset declines in price and product mix, and cost savings actions.2015 (2.4% when excluding the 0.3 million unit impact of the deconsolidation of our Venezuelan subsidiary). In the second quarter of 2015,2016, we realized approximately $101$66 million of cost savings, including raw material cost saving measures of $56approximately $46 million, which exceeded the impact of general inflation.
New Manufacturing Facility to Support the Americas
On April 24, 2015, we announced that we have selected San Luis Potosi, Mexico as the site for our new consumer tire factory to serve customers in the Americas. The new factory, combined with investments in our existing factories, will enable us to meet the strong and growing market demand for our products in North America and Latin America.
Dissolution of Global Alliance with Sumitomo Rubber Industries
On June 4, 2015, we entered into a Framework Agreement (the “Agreement”) with Sumitomo Rubber Industries, Ltd. (“SRI”). Pursuant to the terms and subject to the conditions set forth in the Agreement, we and SRI have agreed to dissolve the global alliance between the two companies.
Under the global alliance, we own 75% and SRI owns 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 our tire businesses in Western Europe. GDTNA has rights to the Dunlop brand and operates certain related businesses in North America. In Japan, we own 25%, and SRI owns 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. We also own 51%, and SRI owns 49%, of a company that coordinates and disseminates both commercialized tire technology and non-commercialized technology among Goodyear, SRI, the joint ventures and their respective affiliates (the “Technology JV”), and we own 80%, and SRI owns 20%, of a global purchasing company (the “Purchasing JV”). The global alliance also provided for the investment by us and SRI in the common stock of the other.
The Agreement provides that:
we will acquire SRI's 25% interest in GDTE and SRI's 75% interest in NGY;
we will sell to SRI our 75% interest in GDTNA, as well as the Huntsville, Alabama test track used by GDTNA, and our 25% interest in DGT;
we will acquire control of the Dunlop-related trademarks for tire-related businesses in North America but will grant SRI an exclusive license to develop, manufacture and sell Dunlop tires for motorcycles and for Japanese original equipment manufacturers operating in North America; and
SRI will obtain 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 will pay SRI a net amount of approximately $271 million in respect of the transactions set forth above. In addition, we will deliver a promissory note to GDTNA in the initial principal amount of approximately $55 million at an interest rate of LIBOR plus 0.1% and with a maturity date three years following the date of dissolution. The Agreement also provides that we will liquidate the Technology JV and the Purchasing JV and distribute the remaining assets and liabilities of those entities to us and SRI in accordance with our respective ownership interests in those entities, and that we and SRI will conduct an orderly sale of the investments in the common stock of the other.
The closing of the transaction is expected in the fourth quarter of 2015, and is subject to the receipt of antitrust and other governmental and third party approvals and other customary closing conditions, including SRI’s completion of a labor agreement with the United Steelworkers union for GDTNA’s Tonawanda, New York manufacturing facility.

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Results of Operations
Net sales in the second quarter of 20152016 were $4,172$3,879 million, compared to $4,656$4,172 million in the second quarter of 2014.2015. Net sales decreased in the second quarter of 20152016 due to unfavorable foreign currency translation, primarily in EMEA, andthe deconsolidation of our Venezuelan subsidiary, lower sales in other tire-related businesses, primarily third-party chemicalrelated to motorcycle tire sales in North America. Net sales were also negatively impacted by our exit fromAmericas due to the farm tire businessdissolution of the global alliance with SRI, unfavorable foreign currency translation, primarily in EMEAAmericas, and a decline in the fourth quarter of 2014.price and product mix, primarily in EMEA. These declines were partially offset by higher tire unit volume primarily in North America.Asia Pacific and EMEA.
In the second quarter of 2015,2016, Goodyear net income and Goodyear net income available to common shareholders was $192$202 million, or $0.70$0.75 per share, compared to $213$192 million, or $0.76$0.70 per share, in the second quarter of 2014.2015. The decreaseincrease in Goodyear net income in the second quarter of 20152016 compared to the second quarter of 20142015 was primarily driven by an increase indue to lower income tax expense, a decrease in 2015minority shareholders' net income, primarily due to recording tax expense on our U.S. income as a resultthe dissolution of the reversal of the valuation allowance on our U.S. deferred tax assetsglobal alliance with SRI, and higher segment operating income in the fourth quarter of 2014, whileEMEA and Asia Pacific, which were partially offset by lower segment operating income before income taxes in the second quarter of 2015 increased $36 million compared to the second quarter of 2014.Americas.
Our total segment operating income for the second quarter of 20152016 was $556$531 million, compared to $460$550 million in the second quarter of 2014.2015. The $96$19 million increasedecrease in segment operating income was due primarily to a declinethe impact of the deconsolidation of our Venezuelan subsidiary of $36 million, an out of period adjustment of $24 million of expense related to the elimination of intracompany profit in raw material costsAmericas, primarily related to the years 2012 to 2015, with the majority attributable to 2012, lower income


in other tire-related businesses of $164$22 million which was partially offset byand unfavorable foreign currency translation of $35$10 million. A decrease in price and product mix of $44 million higher conversion costs of $20was more than offset by a $95 million and higherdecline in raw material costs. The decrease in segment operating income was also partially offset by lower selling, administrative and general expense ("SAG") of $14$17 million. Refer to "Results of Operations — Segment Information” for additional information.
Net sales in the first six months of 20152016 were $8,196$7,570 million, compared to $9,125$8,196 million in the first six months of 2014.2015. Net sales decreased in the first six months of 20152016 due to unfavorable foreign currency translation, primarily in EMEA,Americas, the deconsolidation of our Venezuelan subsidiary, lower sales in other tire-related businesses, primarily third-party chemicalrelated to motorcycle tire sales in North America,Americas due to the dissolution of the global alliance with SRI, and a decline in price and product mix, primarily in Asia Pacific, as a result of the impact of lower raw material costs on pricing. Net sales were also negatively impacted by our exit from the farm tire business in EMEA in the fourth quarter of 2014.EMEA. These declines were partially offset by higher tire unit volume, primarily in North America and Asia Pacific.
In the first six months of 2015,2016, Goodyear net income was $416$386 million, or $1.43 per share, compared to Goodyear net income of $162 million in the first six months of 2014. In the first six months of 2015, Goodyear net income available to common shareholders was $416 million, or $1.52 per share, compared to Goodyear net income available to common shareholders of $155 million, or $0.58 per share, in the first six months of 2014.2015. The increasedecrease in Goodyear net income in the first six months of 20152016 compared to the first six months of 20142015 was primarily driven by an increase in royalty income in 2015 resulting fromdue to a one-time pre-tax gain of $155 million one-time pre-tax gainin 2015 on the recognition of deferred royalty income resulting from the termination of a licensing agreement associated with the sale of our former Engineered Products business lower foreign currency exchange losses in 2015 as the prior year included a $157 million pre-tax net remeasurement loss from the devaluation of the Venezuelan bolivar fuerte against the U.S. dollar, and lower SAG, primarily due to foreign currency translation.segment operating income in Americas. These itemsdecreases were partially offset by an increase inlower income tax expense and interest expense, a decrease in 2015minority shareholders' net income, primarily due to recording tax expense on our U.S. income as a resultthe dissolution of the reversal of the valuation allowance on our U.S. deferred tax assetsglobal alliance with SRI, and higher segment operating income in the fourth quarter of 2014. Over the next five years, we estimate utilizing the majority of our tax creditsEMEA and tax loss carryforwards and paying no significant federal income tax.Asia Pacific.
Our total segment operating income for the first six months of 20152016 was $947$950 million, compared to $833$938 million in the first six months of 2014.2015. The $114$12 million increase in segment operating income was due primarily to a decline in raw material costs of $268$202 million, which more than offset decreases in price and product mix of $74 million, higher tire volume of $26$14 million, and incremental savingslower conversion costs of $13 million related to the closure of one of our manufacturing facilities in Amiens, France and our exit from the farm tire business in EMEA.$12 million. These increases were partially offset by higher conversion coststhe impact of $78the deconsolidation of our Venezuelan subsidiary of $58 million, lower income in other tire-related businesses of $27 million, an out of period adjustment of $24 million of expense related to the elimination of intracompany profit in Americas, primarily related to the years 2012 to 2015, with the majority attributable to 2012, and unfavorable foreign currency translation of $75 million and lower price and product mix of $36$22 million. Refer to "Results of Operations — Segment Information” for additional information.
At June 30, 2015,2016, we had $1,638$1,138 million of Cash and cash equivalents as well as $2,389$2,426 million of unused availability under our various credit agreements, compared to $2,161$1,476 million and $2,317$2,676 million, respectively, at December 31, 2014.2015. Cash and cash equivalents decreased by $523$338 million from December 31, 20142015 due primarily to cash used for working capital of $686 million, capital expenditures of $448$466 million, common stock repurchases of $150 million and repaymentdividends paid on our common stock of $200$38 million. These uses of cash were partially offset by net borrowings of $440 million and net income of borrowings due under our U.S. second lien term loan.$397 million, which included non-cash depreciation and amortization charges of $355 million. Refer to "Liquidity and Capital Resources" for additional information.
Outlook
WeAs of December 31, 2015, we deconsolidated the operations of our Venezuelan subsidiary. Our Venezuelan subsidiary contributed $119 million in segment operating income in 2015. The various outlook items summarized below exclude the impact of our Venezuelan operations in 2015 in order to provide greater clarity regarding our expectations with respect to the performance of our remaining businesses in 2016.
We continue to expect that our full-year tire unit volume growth for 2015 compared to 20142016 will be up 1%approximately 3% from 164.8 million tire units (excluding our Venezuelan subsidiary) in 2015, and for unabsorbed fixed overhead costs to 2%.be a benefit of approximately $50 million in 2016 compared to 2015. We also continue to expect cost savings to more than offset general inflation in 2015. Based on current spot rates, we continue to expect2016 and foreign currency translation to negatively affect segment operating income by approximately $200$45 million in 20152016 compared to 2014.2015.
Based on current raw material spot prices, for the full year of 2015,2016, we now expect our raw material costs will be approximately 10%8% lower than 2014,2015, including raw material cost saving measures, and we continue to expect the benefit of lower raw material costs to more than offset declines in price and

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product mix. However, natural and synthetic rubber prices and other commodity prices have experienced significant volatility, and this estimate could change significantly based on fluctuations in the cost of these and other key raw materials. We are continuing to focus on price and product mix, to substitute lower cost materials where possible, to work to identify additional substitution opportunities, to reduce the amount of material required in each tire, and to pursue alternative raw materials.
Refer to “Forward-Looking Information — Safe Harbor Statement” for a discussion of our use of forward-looking statements in this Form 10-Q.


RESULTS OF OPERATIONS
CONSOLIDATED
Three Months Ended June 30, 20152016 and 20142015
Net sales in the second quarter of 20152016 were $4,172$3,879 million, decreasing $484$293 million, or 10.4%7.0%, from $4,656$4,172 million in the second quarter of 2014.2015. Goodyear net income and Goodyear net income availablewas $202 million, or $0.75 per share, in the second quarter of 2016, compared to common shareholders was $192 million, or $0.70 per share, in the second quarter of 2015, compared to $213 million, or $0.76 per share, in the second quarter of 2014.2015.
Net sales decreased in the second quarter of 2015,2016, due primarily to lower sales of $115 million due to the deconsolidation of our Venezuelan subsidiary, lower sales of $86 million in other tire-related businesses, primarily related to motorcycle tire sales in Americas due to the dissolution of the global alliance with SRI, unfavorable foreign currency translation of $401$84 million, primarily in EMEA,Americas, and lower salesa decline in other tire-related businessesprice and product mix of $81$36 million, primarily third-party chemical sales in North America. Net sales were also negatively impacted by $22 million due to our exit from the farm tire business in EMEA in the fourth quarter of 2014.EMEA. These declines were partially offset by higher tire unit volume of $22$28 million, primarilywhich was the result of volume increases in North America.Asia Pacific and EMEA, partially offset by volume decreases in Americas. Volume increases in Asia Pacific were driven by the acquisition of a controlling interest in NGY in Japan.
Worldwide tire unit sales in the second quarter of 20152016 were 40.841.5 million units, increasing 0.20.7 million units, or 0.6%1.7%, from 40.640.8 million units in the second quarter of 2014.2015. Replacement tire volume increased 1.2 million units, or 4.3%. Original equipment ("OE") tire volume increaseddecreased 0.5 million units, or 4.0%. Worldwide tire units were positively impacted by 1.1 million units due to the acquisition of a controlling interest in NGY in Japan. In addition, worldwide tire units were reduced by 0.4 million units or 3.7%, primarily in North America. Replacement tire volume decreased 0.2due to the sale of GDTNA and 0.3 million units or 0.7%, primarily in EMEA.due to the deconsolidation of our Venezuelan subsidiary.
Cost of goods sold (“CGS”) in the second quarter of 20152016 was $3,027$2,813 million, decreasing $505$214 million, or 14.3%7.1%, from $3,532$3,027 million in the second quarter of 2014.2015. CGS decreased due to lower raw material costs of $95 million, primarily in Americas and EMEA, lower costs of $72 million due to the deconsolidation of our Venezuelan subsidiary, and lower costs in other tire-related businesses of $64 million, primarily related to motorcycle tire sales in Americas due to the dissolution of the global alliance with SRI. CGS also decreased due to foreign currency translation of $295$61 million, primarily in EMEA, lower raw material costs of $164 million, primarily in North America and EMEA, lower costs in other tire-related businesses of $79 million, primarily related to third-party chemical sales in North America, and lower costs of $23 million due to our exit from the farm tire business in EMEA in the fourth quarter of 2014.Americas. These decreases were partially offset by higher conversion costsan out of $20period adjustment of $24 million including($15 million after-tax and minority) of expense related to the favorable impactelimination of lower under-absorbed fixed overhead costs of approximately $5 million, andintracompany profit in Americas, primarily related to the years 2012 to 2015, with the majority attributable to 2012, higher tire volume of $19 million. CGS in$22 million, and a $14 million ($14 million after-tax and minority) charge that resulted from the second quarterpurchase of 2015 included pension expenseannuities to settle obligations of $27 million, which decreased from $34 million in the second quarter of 2014, due primarily to the freezeone of our hourly U.S.U.K. pension plans effective April 30, 2014.plans.
CGS in the second quarter of 2016 included pension expense of $11 million, excluding the pension settlement charge of $14 million, which decreased from $27 million in the second quarter of 2015, primarily due to the deconsolidation of our Venezuelan subsidiary and 2014the change in estimating interest and service costs in the measurement of pension expense effective January 1, 2016.
CGS in the second quarter of 2016 also included accelerated depreciation of $5 million ($5 million after-tax and minority) primarily related to our plan to close our Wolverhampton, U.K. mixing and retreading facility and to transfer the production to other manufacturing facilities in EMEA. CGS in the second quarter of 2016 and 2015 also included savings from rationalization plans of $2 million and $8 million, and $15 million, respectively, primarilyrespectively. The savings in 2015 related to the closure of one of our manufacturing facilities in Amiens, France and our exit from the farm tire business in EMEA. The second quarter of 2014 included accelerated depreciation of $2 million ($1 million after-tax and minority), primarily related to the closure one of our manufacturing facilities in Amiens, France and our exit from the farm business in EMEA. CGS was 72.6%72.5% of sales in the second quarter of 20152016 compared to 75.9%72.6% in the second quarter of 2014.2015.
SAG in the second quarter of 20152016 was $648$593 million, decreasing $50$55 million, or 7.2%8.5%, from $698$648 million in the second quarter of 2014.2015. SAG decreased $17 million due to lower wages and benefits including incentive compensation costs, foreign currency translation of $71$13 million, primarily in Americas and EMEA, which was partially offset bydecreased bad debt expense of $13 million, and lower costs of $6 million due to the impactdeconsolidation of inflation on wages and benefits and other costs. our Venezuelan subsidiary.
SAG in the second quarter of 2016 included pension expense of $8 million, compared to $11 million in 2015, included transactionprimarily due to the change in estimating interest and service costs in the measurement of $3 million ($2 million after-tax and minority), related to announced asset sales.pension expense effective January 1, 2016. SAG in the second quarter of 2016 and 2015 also included pension expense of $11 million, compared to $13 million in 2014. SAG in the second quarter of 2015 and 2014both also included savings from rationalization plans of $6 million and $2 million, respectively.million. SAG was 15.5%15.3% of sales in the second quarter of 2015,2016, compared to 15.0%15.5% in the second quarter of 2014.2015.
We recorded net rationalization charges of $48 million ($44 million after-tax and minority) in the second quarter of 2016 and net rationalization charges of $46 million ($32 million after-tax and minority) in the second quarter of 2015. In the second quarter of 2016, we recorded charges of $43 million for rationalization actions initiated during the quarter, which primarily related to manufacturing headcount reductions in EMEA to improve operating efficiency. In addition, we initiated a plan to reduce SAG headcount. We also recorded charges of $5 million related to prior year plans, including additional associate-related and dismantling costs related to the closure of one of our manufacturing facilities in Amiens, France. In the second quarter of 2015, we recorded charges of $36 million for rationalization actions initiated induring the second quarter, of 2015, which include a plan to close our Wolverhampton,


U.K. mixing and retreading facility and to transfer the production to other manufacturing facilities in EMEA and a plan to transfer consumer tire production from our manufacturing facility in Wittlich, Germany to other manufacturing facilities in EMEA. We also initiated plans for SAG headcount reductions in North AmericaAmericas and EMEA. WeIn the second quarter of 2015, we recorded charges of $10 million related to prior year plans, including additional associate-related and dismantling costs related to the closure of one of our manufacturing facilities in Amiens, France. We recorded net rationalization charges of $24 million ($17 million after-tax and minority) in the second quarter of 2014. Net rationalization charges in 2014 include charges of $26 million for associate severance and idle plant costs, partially offset by a pension curtailment gain of $2 million, primarily related to the closure of one of our manufacturing facilities in Amiens, France. Rationalization actions initiated in the second quarter of 2014 primarily consisted of SAG headcount reductions in EMEA and Latin America.
Interest expense in the second quarter of 20152016 was $106$104 million, increasing $4decreasing $6 million, or 3.9%5.5%, from $102$110 million in the second quarter of 2014.2015. The effect ofdecrease was due to a lower average interest rate of 6.76% in the second quarter of 2016 compared to 7.19% in the second quarter of 2015, partially offset by charges of $9 million ($6 million after-tax and minority) related to the write-off of deferred financing fees. The average debt balancesbalance for the second quarter of $6,1652016 was $6,156 million, as compared to $6,123 million for the second quarter of 2015.
Other (Income) Expense in the second quarter of 2016 was $20 million of expense, compared to $13 million of expense in the second quarter of 2015. Other (Income) Expense in the second quarter of 2016 included financing fees and financial instruments expense of $52 million, compared to $11 million in the second quarter of 20152015. Financing fees and financial instruments expense for the second quarter of 2016 includes a $44 million ($28 million after-tax and minority) redemption premium related to the redemption of $900 million of 6.5% senior notes due 2021.
Other (Income) Expense in the second quarter of 2016 also included a benefit of $14 million in general and product liability expense (income) - discontinued products, compared to $6,941expense of $4 million in the second quarter of 2014 was more than offset by higher average interest rates2015. The difference primarily relates to a benefit of 6.88% in$4 million ($3 million after-tax and minority) for the second quarterrecovery of 2015

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compared to 6.34% in the second quarterpast costs from one of 2014. Interest expense in the second quarterour asbestos insurers and a benefit of 2014 was favorably impacted by $8$10 million related to interest recovered on the settlement of indirect taxchanges in assumptions for probable insurance recoveries for asbestos claims in Latin America.
future periods. Additionally, Other (Income) Expense in the second quarter of 2015 was $17 million, compared to $8 million in the second quarter of 2014. Other Expense in the second quarter of 20152016 included net foreign currency exchange losses of $13 million, primarily related to Venezuela, compared to net foreign currency exchange gains of $2 million in the second quarter of 2014. Other Expense also included interest income in the second quarter of 2015 of $4$1 million compared to interest incomelosses of $13 million in the second quarter of 2014. Interest income in the second quarter of 2014 included $9 million earned on the settlement of indirect2015.
Income tax claims in Latin America.
Other Expense in the second quarter of 2015 and 2014 included net gains on asset sales of $1 million (loss of $1 million after-tax and minority) and $5 million ($4 million after-tax and minority), respectively. Other Expense in the second quarter of 2014 included charges of $10 million ($10 million after-tax and minority) for labor claims related to a previously closed facility in Greece.
Tax expense in the second quarter of 2016 was $93 million on income before income taxes of $301 million. In the second quarter of 2015, waswe recorded income tax expense of $120 million on income before income taxes of $328 million. InIncome tax expense in the second quarter of 2014, we recorded2016 was unfavorably impacted by $3 million ($3 million after minority interest) of various discrete tax expense of $60 million on income before income taxes of $292 million.adjustments. Income tax expense in the second quarter of 2015 was unfavorably impacted by $3 million ($2 million after minority interest) of discrete tax adjustments, primarily related to the establishment a valuation allowance in EMEA. The increase in income
We record taxes forbased on overall estimated annual effective tax rates. In 2016, the three months ended June 30, 2015 compared to 2014 was due to recording tax expense on our U.S. income as a resultreduction of the reversal of the tax valuation allowance on our U.S. deferred tax assets in the fourth quarter of 2014.
In 2014, the difference between our effective tax rate andcompared to the U.S. statutory rate was primarily attributable to maintainingincome in various foreign taxing jurisdictions where we maintain a full valuation allowance on certain deferred tax assets, including those in the U.S., and charges that were not deductible for tax purposes related to the devaluation of the bolivar fuerte in Venezuela.assets.
Minority shareholders’ net income in the second quarter of 20152016 was $16$6 million, compared to $19$16 million in 2014.2015. The decrease in 2016 is due to the dissolution of the global alliance with SRI.
Six Months Ended June 30, 20152016 and 20142015
Net sales in the first six months of 20152016 were $8,196$7,570 million, decreasing $929$626 million, or 10.2%7.6%, from $9,125$8,196 million in the first six months of 2014.2015. Goodyear net income was $416$386 million, or $1.43 per share, in the first six months of 2015,2016, compared to $162 million in the first six months of 2014. Goodyear net income available to common shareholders was $416 million, or $1.52 per share, in the first six months of 2015, compared to $155 million, or $0.58 per share, in the first six months of 2014.2015.
Net sales decreased in the first six months of 2015,2016, due primarily to unfavorable foreign currency translation of $794$225 million, primarily in EMEA,Americas, lower sales of $209 million due to the deconsolidation of our Venezuelan subsidiary, lower sales of $138 million in other tire-related businesses, of $138 million, primarily third-party chemicalrelated to motorcycle tire sales in North America,Americas due to the dissolution of the global alliance with SRI, and a decline in price and product mix of $53$118 million, primarily in Asia Pacific, as a result of the impact of lower raw material costs on pricing. Net sales were also negatively impacted by $46 million due to our exit from the farm tire business in EMEA in the fourth quarter of 2014.EMEA. These declines were partially offset by higher tire unit volume of $104$64 million, primarilywhich was the result of volume increases in North AmericaAsia Pacific and EMEA, partially offset by volume decreases in Americas. Volume increases in Asia Pacific.Pacific were driven by the acquisition of a controlling interest in NGY in Japan.
Worldwide tire unit sales in the first six months of 20152016 were 81.683.0 million units, increasing 1.01.4 million units, or 1.4%1.7%, from 80.681.6 million units in the first six months of 2014.2015. Replacement tire volume increased 0.31.6 million units, or 0.6%, primarily in Latin America.2.9%. OE tire volume increaseddecreased 0.2 million units, or 1.0%. Worldwide tire units were positively impacted by 2.0 million units due to the acquisition of a controlling interest in NGY in Japan. In addition, worldwide tire units were reduced by 0.7 million units or 3.1%, primarily in North Americadue to the deconsolidation of our Venezuelan subsidiary and Asia Pacific.0.7 million units due to the sale of GDTNA.
CGS in the first six months of 20152016 was $6,093$5,514 million, decreasing $957$579 million, or 13.6%9.5%, from $7,050$6,093 million in the first six months of 2014.2015. CGS decreased due to foreign currency translation of $582 million, primarily in EMEA, lower raw material costs of $268$202 million, primarily in North AmericaAmericas and EMEA, foreign currency translation of $171 million, primarily in Americas and EMEA, lower costs of $139 million due to the deconsolidation of our Venezuelan subsidiary, lower costs in other tire-related businesses of $139$111 million, primarily related to third-party chemicalmotorcycle tire sales in North America,Americas due to the dissolution of the global alliance with SRI, lower product mix costs of $44 million, driven by lower commercial tire volume in Americas, and lower conversion costs of $52 million related to our exit from the farm tire business in EMEA in the fourth quarter of 2014.$12 million. These decreases were partially offset by higher


tire volume of $78$50 million, and higher conversion costsan out of $78period adjustment of $24 million including the unfavorable impact of additional under-absorbed fixed overhead costs of approximately $24 million. CGS in 2015 also benefited from lower costs due to non-recurring prior year charges, including a pension curtailment loss of $33 million ($32 million after-tax and minority) as a result of the future accrual freezes to pension plans in North America, a charge of $11 millionexpense related to a commercial tire customer satisfaction programthe elimination of intracompany profit in EMEAAmericas, primarily related to the years 2012 to 2015, with the majority attributable to 2012, and a pension settlement loss of $5$14 million ($4 million after-tax and minority)charge related to lump sum payments to settle certain liabilities forthe settlement of obligations of one of our U.K. pension plans. CGS in the first six months of 2015 included pension expense of $47 million, which decreased from $78 million in the first six months of 2014, due primarily to the freeze of our hourly U.S. pension plans effective April 30, 2014.
CGS in the first six months of 2016 included pension expense of $24 million, excluding the pension settlement charge of $14 million, which decreased from $47 million in the first six months of 2015, primarily due to the deconsolidation of our Venezuelan subsidiary and a change in estimating interest and service costs in the measurement of pension expense effective January 1, 2016.
CGS in the first six months of 2016 also included accelerated depreciation of $2$7 million ($27 million after-tax and minority) primarily related to our plan to close our Wolverhampton, U.K. mixing and retreading facility and to transfer the production to other manufacturing facilities in EMEA compared to $3$2 million ($2 million after-tax and minority) in the 2014 period, which was primarily related to the closure one of our manufacturing facilities in Amiens, France and our exit from the farm business in EMEA. CGS in the first six months of 2015 and 2014 also included savings from rationalization plans of $16 million and $30 million, respectively, primarily related to the closure of one of our manufacturing facilities in Amiens, France and our exit from the farm tire business in EMEA. CGS in the first six months of 2016 and 2015 also included savings from rationalization plans of $3 million and $16 million, respectively. The savings in 2015 related to the closure of one of our manufacturing facilities in Amiens, France and our exit from the farm tire business in EMEA. CGS was 74.3%72.8% of sales in the first six months of 20152016 compared to 77.3%74.3% in the first six months of 2014.2015.

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SAG in the first six months of 20152016 was $1,256$1,208 million, decreasing $109$48 million, or 8.0%3.8%, from $1,365$1,256 million in the first six months of 2014.2015. SAG decreased due to foreign currency translation of $137$32 million, primarily in Americas and EMEA, which was partially offset bylower costs of $11 million due to the impactdeconsolidation of inflation on wagesour Venezuelan subsidiary, and benefits and other costs. decreased bad debt expense of $10 million.
SAG in the first six months of 2016 included pension expense of $15 million, which decreased from $26 million in the first six months of 2015, included transactionprimarily due to the change in estimating interest and service costs in the measurement of $3 million ($2 million after-tax and minority), related to announced asset sales.pension expense effective January 1, 2016. SAG in the first six months of 2015 also included pension expense of $26 million, compared to $27 million in 2014, primarily related to North America. SAG in the first six months of 20152016 and 20142015 also included savings from rationalization plans of $13$14 million and $9$13 million, respectively. SAG was 15.3%16.0% of sales in the first six months of 2015,2016, compared to 15.0%15.3% in the first six months of 2014.2015.
We recorded net rationalization charges of $59 million ($54 million after-tax and minority) in the first six months of 2016 and net rationalization charges of $62 million ($44 million after-tax and minority) in the first six months of 2015. In the first six months of 2016, we recorded charges of $43 million for rationalization actions initiated during 2016, which primarily related to manufacturing headcount reductions in EMEA to improve operating efficiency. In addition, we initiated a plan to reduce SAG headcount. We also recorded charges of $16 million related to prior year plans, including additional associate-related and dismantling costs related to the closure of one of our manufacturing facilities in Amiens, France. In the first six months of 2015, we recorded charges of $36 million for rationalization actions initiated induring the first six months of 2015,year, which included a plan to close our Wolverhampton, U.K. mixing and retreading facility and to transfer the production to other manufacturing facilities in EMEA and a plan to transfer consumer tire production from our manufacturing facility in Wittlich, Germany to other manufacturing facilities in EMEA. We also initiated plans for SAG headcount reductions in North AmericaAmericas and EMEA. We recorded charges of $26 million related to prior year plans, including additional associate-related and dismantling costs related to the closure of one of our manufacturing facilities in Amiens, France. We recorded net rationalization charges of $65 million ($47 million after-tax and minority) in the first six months of 2014. Net rationalization charges in 2014 include charges of $87 million for associate severance and idle plant costs, partially offset by a pension curtailment gain of $22 million, primarily related to the closure of one of our manufacturing facilities in Amiens, France. In addition, EMEA, Latin America and Asia Pacific also initiated plans in the first six months of 2014 to reduce SAG headcount.
Interest expense in the first six months of 20152016 was $209$195 million, increasing $2decreasing $22 million, or 1.0%10.1%, from $207$217 million in the first six months of 2014.2015. The effect ofdecrease was due to lower average debt balances of $6,237$6,012 million in the first six months of 20152016 compared to $6,813$6,195 million in the first six months of 2014 was more than offset by higher2015. In addition, the average interest ratesrate of 6.70%6.49% in the first six months of 20152016 decreased compared to 6.31%7.01% in the first six months of 2014. Interest expense in the first six months2015. These decreases were partially offset by charges of 2014 was favorably impacted by $8$11 million related to interest recovered on the settlementwrite-off of indirect tax claims in Latin America.deferred financing fees.
Other (Income) Expense in the first six months of 20152016 was $111$26 million of income,expense, compared to $176$119 million of expenseincome in the first six months of 2014.2015. Other (Income) Expense in the first six months of 20152016 included royalty income of $175$14 million, compared to $18$175 million in the first six months of 2014.2015. Royalty income in 2015 included a one-time pre-tax gain of $155 million ($99 million after-tax and minority) on the recognition of deferred royalty income resulting from the termination of a licensing agreement associated with the sale of our former Engineered Products business ("Veyance"). The licensing agreement was terminated following the acquisition of Veyance by Continental AG in January 2015. We will recognize approximately $3 million of additional royalty revenue from this agreement in the third quarter of 2015, which completes the transition period.business.
Other (Income) Expense also included net foreign currency exchange losses in the first six months of 2015 of $29 million, compared to $151 million in the first six months of 2014. Net foreign currency exchange losses in 2014 include a net remeasurement loss of $157 million ($132 million after-tax and minority) resulting from the devaluation of the Venezuelan bolivar fuerte against the U.S. dollar. Foreign currency exchange also reflects net gains and losses resulting from the effect of exchange rate changes on various foreign currency transactions worldwide. For further discussion on Venezuela, refer to "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources."
Other (Income) Expense also included interest income of $9 million for the first six months of 2015, compared to interest income of $19 million in the first six months of 2014. Interest income in the first six months of 2014 included $9 million earned on the settlement of indirect tax claims in Latin America. Other (Income) Expense in the first six months of 20152016 included financing fees and 2014 included chargesfinancial instruments expense of $4$68 million, ($4compared to $23 million after-taxin the first six months of 2015. Financing fees and minority) and $17 million ($17 million after-tax and minority), respectively, for labor claims related to a previously closed facility in Greece and net gains on asset sales of $1 million (loss of $1 million after-tax and minority) and $3 million ($3 million after-tax and minority), respectively.
Taxfinancial instruments expense in the first six months of 2016 includes a $44 million redemption premium related to the redemption of $900 million of 6.5% senior notes due 2021.
Other (Income) Expense in the first six months of 2016 also included a benefit of $16 million in general and product liability expense (income) - discontinued products, compared to expense of $9 million in the first six months of 2015. The difference primarily relates to a benefit of $4 million for the recovery of past costs from one of our asbestos insurers and a benefit of $10 million related to changes in assumptions for probable insurance recoveries for asbestos claims in future periods. Additionally, Other (Income) Expense in the first six months of 2016 included net foreign currency exchange gains of $3 million compared to losses of $29 million in the first six months of 2015.


Income tax expense in the first six months of 2016 was $171 million on income before income taxes of $568 million. In the first six months of 2015, waswe recorded income tax expense of $243 million on income before income taxes of $687 million. InIncome tax expense in the first six months of 2014, we recorded2016 was favorably impacted by $9 million ($8 million after minority interest) primarily related to a $7 million tax expensebenefit resulting from the release of $68a valuation allowance in our Americas operations and $2 million on income before income taxes of $262 million.tax benefits related to various discrete tax adjustments. Income tax expense in the first six months of 2015 was unfavorably impacted by $8 million ($8 million after minority interest) of discrete tax adjustments, primarily related to an audit of prior tax years and the establishment of a valuation allowance, both in EMEA. The audit adjustments also included
We record taxes based on overall estimated annual effective tax rates. In 2016, the repaymentreduction of certain investment grants of $3 million, which are included in CGS. The increase in income taxes for the six months ended June 30, 2015 compared to 2014 was due to recording tax expense on our U.S. income as a result of the reversal of the tax valuation allowance on our U.S. deferred tax assets in the fourth quarter of 2014.
In 2014, the difference between our effective tax rate andcompared to the U.S. statutory rate was primarily attributable to maintainingincome in various foreign taxing jurisdictions where we maintain a full valuation allowance on certain deferred tax assets, including those in the U.S., and charges that were not deductible for tax purposes related to the devaluation of the bolivar fuerte in Venezuela.assets.
Our history of losses in various foreign taxing jurisdictions in recent periods represented sufficient negative evidence to require us to maintain a full valuation allowance against certain of our net deferred tax assets. Each reporting period we assess available positive and negative evidence and estimate if sufficient future taxable income will be generated to utilize these existing deferred tax assets.

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If As of June 30, 2016, certain of our subsidiaries, primarily in our EMEA operations, where we maintain a valuation allowance, are now in a position of cumulative profits for the most recent three-year period. While these entities have had a long history of operating losses this recent positive evidence provided by the profitability in certain EMEA subsidiaries continues, it will provideprovides us the opportunity to apply greater significance to our forecasts in assessing the need for a valuation allowance. Before we would change our judgment on the need for a full valuation allowance a sustained period of operating profitability is required. Considering the duration and magnitude of operating losses in these entities it is our judgment that we have not yet achieved profitability of a duration and magnitude sufficient to release our valuation allowance against our deferred tax assets. We believe it is reasonably possible that if these entities earn sufficient profits for the full year 2016 and are forecasted to earn sufficient profits for 2017 and beyond, that positive evidence requiredwill exist to require the release of all, or a portion, of these valuation allowances will exist within the next twelve months.at year end 2016. This may result in a reduction of the valuation allowance byand a one-time tax benefit of up to $300$255 million ($225255 million after minority)minority interest).
Minority shareholders’ net income in the first six months of 20152016 was $28$11 million, compared to $32$28 million in 2014.2015. The decrease in 2016 is due to the dissolution of the global alliance with SRI in the fourth quarter of 2015.

SEGMENT INFORMATION
Segment information reflects our strategic business units (“SBUs”), which are organized to meet customer requirements and global competition and are segmented on a regional basis. Effective January 1, 2016, we combined our previous North America and Latin America SBUs into one Americas SBU. Accordingly, we have also combined the North America and Latin America reportable segments effective on that date to align with the new organizational structure and the basis used for reporting to our Chief Executive Officer.
Results of operations are measured based on net sales to unaffiliated customers and segment operating income. Each segment exports tires to other segments. The financial results of each segment exclude sales of tires exported to other segments, but include operating income derived from such transactions. Segment operating income is computed as follows: Net Sales less CGS (excluding asset write-off and accelerated depreciation charges) and SAG (including certain allocated corporate administrative expenses). Segment operating income also includes certain royalties and equity in earnings of most affiliates. Segment operating income does not include net rationalization charges (credits), asset sales and certain other items.
Total segment operating income in the second quarter of 2015 was $556 million, increasing $96 million, or 20.9%, from $460 million in the second quarter of 2014. Total segment operating margin (segment operating income divided by segment sales) in the second quarter of 2015 was 13.3%, compared to 9.9% in the second quarter of 2014. Total segment operating income in the first six months of 2015 was $947 million, increasing $114 million, or 13.7%, from $833 million in the first six months of 2014. Total segment operating margin in the first six months of 2015 was 11.6%, compared to 9.1% in the first six months of 2014.items including pension curtailments and settlements.
Management believes that total segment operating income is useful because it represents the aggregate value of income created by our SBUs and excludes items not directly related to the SBUs for performance evaluation purposes. Total segment operating income is the sum of the individual SBUs’ segment operating income. Refer to the Note to the Consolidated Financial Statements No. 7,6, Business Segments, in this Form 10-Q for further information and for a reconciliation of total segment operating income to Income before Income Taxes.
North AmericaTotal segment operating income in the second quarter of 2016 was $531 million, decreasing $19 million, or 3.5%, from $550 million in the second quarter of 2015. Total segment operating margin (segment operating income divided by segment sales) in the second quarter of 2016 was 13.7%, compared to 13.2% in the second quarter of 2015. Total segment operating income in the first six months of 2016 was $950 million, increasing $12 million, or 1.3%, from $938 million in the first six months of 2015. Total segment operating margin (segment operating income divided by segment sales) in the first six months of 2016 was 12.5%, compared to 11.4% in the first six months of 2015.


Americas
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended June 30, Six Months Ended June 30,
      Percent       Percent      Percent       Percent
(In millions)2015 2014 Change Change 2015 2014 Change Change2016 2015 Change Change 2016 2015 Change Change
Tire Units15.8
 15.3
 0.5
 3.0 % 30.6
 29.9
 0.7
 2.4 %18.8
 20.0
 (1.2) (6.1)% 36.8
 39.2
 (2.4) (6.1)%
Net Sales$2,026
 $2,044
 $(18) (0.9)% $3,884
 $3,923
 $(39) (1.0)%$2,090
 $2,416
 $(326) (13.5)% $4,041
 $4,659
 $(618) (13.3)%
Operating Income321
 208
 113
 54.3 % 519
 364
 155
 42.6 %291
 358
 (67) (18.7)% 551
 606
 (55) (9.1)%
Operating Margin15.8% 10.2%     13.4% 9.3%    13.9% 14.8%     13.6% 13.0%    
Three Months Ended June 30, 20152016 and 20142015
North AmericaAmericas unit sales in the second quarter of 2015 increased 0.52016 decreased 1.2 million units, or 3.0%6.1%, to 15.818.8 million units. Americas unit volume decreased 0.4 million units due to the dissolution of the global alliance with SRI and 0.3 million units due to the impact of the deconsolidation of our Venezuelan subsidiary. OE tire volume increased 0.4decreased 0.9 million units, or 8.8%15.2%, primarily in consumer, driven by new fitmentsthe dissolution of the global alliance with SRI and higher industry volumes.a decline in tire volume, primarily in the U.S. and Brazil. Replacement tire volume increased 0.1decreased 0.3 million units, or 0.5%2.4%, primarily in consumer.due to the deconsolidation of our Venezuelan subsidiary.
Net sales in the second quarter of 20152016 were $2,026$2,090 million, decreasing $18$326 million, or 0.9%13.5%, from $2,044$2,416 million in the second quarter of 2014.2015. The decrease in net sales was due primarily to the deconsolidation of our Venezuelan subsidiary of $115 million, lower sales in our other tire-related businesses of $51$86 million, primarily driven by a decrease$43 million in the price of third-party chemical sales. In addition, netmotorcycle tire sales declined due to the dissolution of the global alliance with SRI and $32 million in our retail and retread businesses, lower volume of $82 million, and unfavorable foreign currency translation of $10 million. These decreases were partially offset by higher volume of $45 million.$43 million, primarily in Brazil and Argentina.
Operating income in the second quarter of 20152016 was $321$291 million, increasing $113decreasing $67 million, or 54.3%18.7%, from $208$358 million in the second quarter of 2014.2015. The increasedecrease in operating income was due to the deconsolidation of our Venezuelan subsidiary of $36 million, unfavorable conversion cost of $29 million due to additional engineering activities and a shift in production to increase our capacity for high-value added ("HVA") tires, an out of period adjustment of $24 million of expense related to the elimination of intracompany profit, primarily related to the years 2012 to 2015, with the majority attributable to 2012, lower volume of $23 million and lower income in other tire-related businesses of $21 million, primarily due to decreased motorcycle tire sales as a declineresult of the dissolution of the global alliance with SRI. Operating income was also negatively impacted by unfavorable foreign currency translation of $7 million. These decreases in operating income were partially offset by lower raw material costs of $85$52 million, lower SAG of $16 million, primarily due to a decrease in incentive compensation and higherother benefits, and an improvement in price and product mix of $17 million. Operating income was also positively impacted by higher volume$3 million due to new product portfolios and increased sales of $9 million.premium products.
Operating income in the second quarter of 2016 and 2015 excluded rationalization charges of $1 million and $5 million. Operating income in the second quarter of 2014 excluded net gains on asset sales of $1 million.million, respectively.
Six Months Ended June 30, 20152016 and 20142015
North AmericaAmericas unit sales in the first six months of 2015 increased2016 decreased 2.4 million units, or 6.1%, to 36.8 million units. Americas unit volume decreased 0.7 million units or 2.4%,due to 30.6the dissolution of the global alliance with SRI and 0.7 million units.units due to the impact of the deconsolidation of our Venezuelan subsidiary. OE tire volume increased 0.5decreased 1.3 million units, or 5.4%11.0%, primarily in consumer, driven by new fitmentsthe dissolution of the global alliance with SRI and higher industry volumes.a decline in Brazil OE tire volume. Replacement tire volume increased 0.2decreased 1.1 million units, or 1.0%4.1%, primarily in consumer.due to the deconsolidation of our Venezuelan subsidiary and lower U.S. replacement tire volume.

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Net sales in the first six months of 20152016 were $3,884$4,041 million, decreasing $39$618 million, or 1.0%13.3%, from $3,923$4,659 million in the first six months of 2014.2015. The decrease in net sales was due primarily to the deconsolidation of our Venezuelan subsidiary of $209 million, lower volume of $151 million, lower sales in our other tire-related businesses of $86$130 million, primarily driven by a decrease$77 million in the price of third-party chemical sales. In addition, netmotorcycle tire sales declined due to the dissolution of the global alliance with SRI and $36 million in our retail and retread businesses, and unfavorable foreign currency translation of $20 million. These decreases were partially offset by higher volume of $70 million.$120 million, primarily in Brazil and Argentina.
Operating income in the first six months of 20152016 was $519$551 million, increasing $155decreasing $55 million, or 42.6%9.1%, from $364$606 million in the first six months of 2014.2015. The increasedecrease in operating income was due to the deconsolidation of our Venezuelan subsidiary of $58 million, lower volume of $39 million, unfavorable conversion cost of $28 million due to additional engineering activities and a shift in production to increase our capacity for HVA tires, and lower income in other tire-related businesses of $27 million, primarily due to decreased motorcycle tire sales as a declineresult of the dissolution of the global alliance with SRI. Operating income was also negatively impacted by an out of period adjustment of $24 million of expense related to the elimination of intracompany profit, primarily related to the years 2012 to 2015, with the majority attributable to 2012, and unfavorable foreign currency translation of $15 million. These decreases in operating income were partially offset by lower raw material costs of $128$106 million, lower SAG of $18 million, primarily due to a decrease in wages and higherother benefits, and an improvement in price and product mix of $15 million. Operating income was also positively impacted by higher volume$16 million due to new product portfolios and increased sales of $15 million.premium products.


Operating income in the first six months of 2016 and 2015 excluded rationalization charges of $4 million and $5 million. million, respectively.
Operating income infor the first six months of 20142015 excluded net pension curtailment charges of $33 million, a net reversal of rationalization charges of $1 million and a net gain on asset sales of $1 million.
Europe, Middle East and Africa
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended June 30, Six Months Ended June 30,
      Percent       Percent      Percent       Percent
(In millions)2015 2014 Change Change 2015 2014 Change Change2016 2015 Change Change 2016 2015 Change Change
Tire Units14.8
 15.1
 (0.3) (2.0)% 30.7
 31.3
 (0.6) (1.8)%15.4
 14.8
 0.6
 4.2 % 31.6
 30.7
 0.9
 2.9 %
Net Sales$1,265
 $1,580
 $(315) (19.9)% $2,596
 $3,256
 $(660) (20.3)%$1,261
 $1,265
 $(4) (0.3)% $2,512
 $2,596
 $(84) (3.2)%
Operating Income108
 117
 (9) (7.7)% 181
 227
 (46) (20.3)%148
 108
 40
 37.0 % 228
 181
 47
 26.0 %
Operating Margin8.5% 7.4%     7.0% 7.0%    11.7% 8.5%     9.1% 7.0%    
Three Months Ended June 30, 20152016 and 20142015
Europe, Middle East and Africa unit sales in the second quarter of 2015 decreased2016 increased 0.6 million units, or 4.2%, to 15.4 million units. OE tire volume increased 0.3 million units, or 2.0%, to 14.8 million units. Replacement tire volume decreased 0.2 million units, or 2.0%8.0%, primarily in our consumer and farm businesses. OEbusiness driven by increased industry demand. Replacement tire volume decreased 0.1increased 0.3 million units, or 2.2%2.6%, primarily in our consumer business. Decreased unit volumes primarily reflectbusiness driven by increased competition in lower-end consumer products, a slower start to the winter tire sell-in season and our decision to exit the farm business at the end of 2014.industry demand throughout EMEA.
Net sales in the second quarter of 20152016 were $1,265$1,261 million, decreasing $315$4 million, or 19.9%0.3%, from $1,580$1,265 million in the second quarter of 2014.2015. Net sales decreased due primarily to unfavorable foreign currency translation of $262 million, lower tire volume of $21 million and unfavorable price and product mix of $4$27 million, driven by the impact of lower raw material costs on pricing. Net sales were also negatively impacted by $22 million due to our exit from the farm tire business in the fourth quarter of 2014.
Operating income in the second quarter of 2015 was $108 million, decreasing $9 million, or 7.7%, from $117 million in the second quarter of 2014. Operating income decreased due primarily to unfavorable foreign currency translation of $25 million and lower sales from other-tire related businesses of $2 million. These unfavorable impacts were substantially offset by higher tire volume of $6$51 million, which includes a $7 million negative impact from the dissolution of the global alliance with SRI resulting from SRI obtaining exclusive rights to sell Dunlop-brand tires in certain countries that were previously non-exclusive under the global alliance.
Operating income in the second quarter of 2016 was $148 million, increasing $40 million, or 37.0%, from $108 million in the second quarter of 2015. Operating income increased due primarily to lower conversion costs of $16 million, due to increased production levels, higher volume of $15 million, and lower SAG of $11 million. These decreasesfavorable impacts were partially offset by a decline in raw material costslower price and product mix of $56$36 million, which more than offset the effect of lower price and product mix of $46 million. Operating income also benefited from lower pensionraw material costs of $6 million, additional savings of $5 million related to the closure of one of our manufacturing facilities in Amiens, France$31 million. SAG and our exit from the farm tire business in EMEA, and $2 million due to higher profitability from our other tire-related businesses. Conversionconversion costs and SAGboth included savings from rationalization plans of $6$2 million.
Operating income in the second quarter of 2016 excluded net rationalization charges of $45 million, primarily related to programs initiated to reorganize operations and $2reduce complexity across EMEA, and accelerated depreciation of $5 million, respectively.primarily related to the closure of our Wolverhampton, U.K. mixing and retreading facility.
Operating income in the second quarter of 2015 excluded net rationalization charges of $39 million, primarily related to the closure of our Wolverhampton, U.K. mixing and retreading facility and one of our Amiens, France manufacturing facilities and our exit from the farm tire business, and a net loss on asset sales of $3 million. Operating income in the second quarter of 2014 excluded net rationalization charges of $20 million, primarily related to the closure of one of our Amiens, France manufacturing facilities, charges of $10 million related to labor claims with respect to a previously closed facility in Greece, net gains on asset sales of $2 million, and charges for accelerated depreciation of $2 million.
Six Months Ended June 30, 20152016 and 20142015
Europe, Middle East and Africa unit sales in the first six months of 2015 decreased2016 increased 0.9 million units, or 2.9%, to 31.6 million units. OE tire volume increased 0.6 million units, or 1.8%, to 30.7 million units. Replacement tire volume decreased 0.4 million units, or 1.6%6.5%, primarily in our consumer and farm businesses. OEbusiness driven by increased industry demand. Replacement tire volume decreased 0.2increased 0.3 million units, or 2.3%1.5%, primarily in our consumer business. Decreased unit volumes primarily reflectbusiness driven by increased competition in lower-end consumer products, a slower start to the winter tire sell-in season and our decision to exit the farm business at the end of 2014.industry demand throughout EMEA.
Net sales in the first six months of 20152016 were $2,596$2,512 million, decreasing $660$84 million, or 20.3%3.2%, from $3,256$2,596 million in the first six months of 2014.2015. Net sales decreased due primarily to unfavorable foreign currency translation of $544 million, lower tire volume of $39 million and unfavorable price and product mix of $22$79 million, drivenunfavorable foreign currency translation of $63 million and lower sales from other-tire related businesses of $11 million. These impacts were partially offset by thehigher tire volume of $71 million, which includes an $18 million negative impact of lower raw material costs

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on pricing. Net sales were also negatively impacted by $46 million due to our exit from the farm tire business indissolution of the fourth quarter of 2014.global alliance with SRI.
Operating income in the first six months of 20152016 was $181$228 million, decreasing $46increasing $47 million, or 20.3%26.0%, from $227$181 million in the first six months of 2014.2015. Operating income decreasedincreased due primarily to unfavorable foreign currency translation of $58 million, higherlower conversion costs of $24$35 million, driven by increased under-absorbed overhead of $27 million resulting from lower production volumes in the last quarter of 2014, lowerlevels, and higher volume of $12$18 million. Lower price and product mix of $62 million and higher SAG of $6 million, due to the impact of inflation on wages and benefits and other costs. These decreases were partiallywas substantially offset by a decline in raw material costs of $101 million, which more than offset the effect of lower price$61 million. SAG and product mix of $86 million. Operating income also benefited from lower pensionconversion costs of $17 million, additional savings of $13 million related to the closure of one of our manufacturing facilities in Amiens, France and our exit from the farm tire business in EMEA, and lower costs due to a prior year charge of $11 million related to a commercial tire customer satisfaction program. Conversion costs and SAG included savings from rationalization plans of $11$4 million and $4$3 million, respectively.
Operating income in the first six months of 2016 excluded net rationalization charges of $53 million, primarily related to programs initiated to reorganize operations and reduce complexity across EMEA, and accelerated depreciation of $7 million, primarily related to the closure of our Wolverhampton, U.K. mixing and retreading facility.


Operating income in the first six months of 2015 excluded net rationalization and accelerated depreciation charges of $54 million and $2 million, respectively, primarily related to the closure of our Wolverhampton, U.K. mixing and retreading facility and one of our Amiens, France manufacturing facilities and our exit from the farm tire business, a net loss on asset sales of $5 million and charges of $4 million related to labor claims with respect to a previously closed facility in Greece. Operating income in the first six months of 2014 excluded net rationalization charges of $58 million, primarily related to the closure of one of our Amiens, France manufacturing facilities, charges of $17 million related to labor claims with respect to a previously closed facility in Greece, and charges for accelerated depreciation of $3 million.
Asia Pacific
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended June 30, Six Months Ended June 30,
      Percent       Percent      Percent       Percent
(In millions)2015 2014 Change Change 2015 2014 Change Change2016 2015 Change Change 2016 2015 Change Change
Tire Units6.0
 5.8
 0.2
 5.0 % 11.7
 11.0
 0.7
 6.8 %7.3
 6.0
 1.3
 21.1% 14.6
 11.7
 2.9
 24.5%
Net Sales$491
 $543
 $(52) (9.6)% $941
 $1,035
 $(94) (9.1)%$528
 $491
 $37
 7.5% $1,017
 $941
 $76
 8.1%
Operating Income84
 76
 8
 10.5 % 151
 141
 10
 7.1 %92
 84
 8
 9.5% 171
 151
 20
 13.2%
Operating Margin17.1% 14.0%     16.0% 13.6%    17.4% 17.1%     16.8% 16.0%    
Three Months Ended June 30, 20152016 and 20142015
Asia Pacific unit sales in the second quarter of 20152016 increased 0.21.3 million units, or 5.0%21.1%, to 6.07.3 million units. Replacement tire volume increased 1.3 million units, or 37.8%, primarily in the consumer business, due to the acquisition of a controlling interest in NGY in Japan, which increased tire volume by 1.1 million units, and continued growth in China. OE tire volume increased 0.2 million units, or 10.7%. The increase in unit volume was primarily due to growth in China and India. Replacement tire shipments were up 0.8%1%.
Net sales in the second quarter of 20152016 were $491$528 million, decreasing $52increasing $37 million, or 9.6%7.5%, from $543$491 million in the second quarter of 2014.2015. Net sales decreasedincreased by $59 million due to higher tire volume, including $40 million related to the acquisition of a controlling interest in NGY. The increase was partially offset by unfavorable foreign currency translation of $37$16 million, primarily related to the depreciation ofstrong U.S. dollar against all Asian currencies except the Australian dollar,Japanese yen, and lower price and product mix of $33$7 million, driven primarily by the impact of lower raw material costs on pricing, and lower sales in other tire-related businesses of $5 million. These decreases were partially offset by higher tire volume of $24 million.pricing.
Operating income in the second quarter of 20152016 was $84$92 million, increasing $8 million, or 10.5%9.5%, from $76$84 million in the second quarter of 2014. The increase in operating2015. Operating income wasincreased due primarily to higher tire volume of $14 million, lower raw material costs of $35$12 million, which more than offset the effect of lower price and product mix of $29 million, higher volume of $6$11 million, and lower conversion costs of $2 million. Operating income also benefited from the cessation of start-up costs of $3$5 million, related to a manufacturing facility in Japan that were incurred in 2014, and lower transportation expenses of $2 million.primarily driven by increased production levels. These increases were partially offset by higher SAG of $7$10 million, primarily due to higher salaries and benefits,driven by the acquisition of a controlling interest in NGY, and unfavorable foreign currency translation of $5$3 million.
Operating income in the second quarter of 2016 excluded net rationalization charges of $1 million. Operating income in the second quarter of 2015 excluded net gains on asset sales of $6 million and net rationalization charges of $2 million. Operating income in the second quarter of 2014 excluded net rationalization charges of $3 million.
Six Months Ended June 30, 20152016 and 20142015
Asia Pacific unit sales in the first six months of 20152016 increased 0.72.9 million units, or 6.8%24.5%, to 11.714.6 million units. Replacement tire volume increased 2.5 million units, or 39.5%, primarily in the consumer business, due to the acquisition of a controlling interest in NGY in Japan, which increased tire volume by 2.0 million units, and continued growth in China. OE tire volume increased 0.70.4 million units, or 15.0%. The increase7.6%, primarily in unit volume was primarily due tothe consumer business, which reflected growth in China and India. Replacement tire shipments were flat.China.
Net sales in the first six months of 20152016 were $941$1,017 million, decreasing $94increasing $76 million, or 9.1%8.1%, from $1,035$941 million in the first six months of 2014.2015. Net sales decreasedincreased by $144 million due to higher tire volume, including $81 million related to the acquisition of a controlling interest in NGY. The increase was partially offset by unfavorable foreign currency translation of $42 million, primarily related to the strong U.S. dollar against all Asian currencies except the Japanese yen, and lower price and product mix of $88$29 million, driven primarily by the impact of lower raw material costs on pricing, unfavorable foreign currency translation of $63 million, primarily related to the depreciation of the

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Australian dollar, and lower sales in other tire-related businesses of $5 million. These decreases were partially offset by higher tire volume of $62 million.pricing.
Operating income in the first six months of 20152016 was $151$171 million, increasing $10$20 million, or 7.1%13.2%, from $141$151 million in the first six months of 2014. The increase in operating2015. Operating income wasincreased due primarily to higher tire volume of $35 million, lower raw material costs of $52$35 million, which more than offset the effect of lower price and product mix of $49 million, higher volume of $16$28 million, and higher income from other tire-related businesses of $2 million. Operating income also benefited from the cessation of start-uplower conversion costs of $4$5 million, related to a manufacturing facility in Japan that were incurred in 2014.primarily driven by increased production levels. These increases were partially offset by higher SAG of $7$24 million, primarily due to higher salariesdriven by the acquisition of a controlling interest in NGY, and benefits, unfavorable foreign currency translation of $7 million.
Operating income in the first six months of 2016 excluded net gains on assets sales of $1 million and higher conversion costsnet rationalization charges of $3$1 million.
Operating income in the first six months of 2015 excluded net gains on asset sales of $6 million and net rationalization charges of $3 million. Operating income in the first six months of 2014 excluded net rationalization charges of $7 million.
Latin America
 Three Months Ended June 30, Six Months Ended June 30,
       Percent       Percent
(In millions)2015 2014 Change Change 2015 2014 Change Change
Tire Units4.2
 4.4
 (0.2) (4.2)% 8.6
 8.4
 0.2
 2.4 %
Net Sales$390
 $489
 $(99) (20.2)% $775
 $911
 $(136) (14.9)%
Operating Income43
 59
 (16) (27.1)% 96
 101
 (5) (5.0)%
Operating Margin11.0% 12.1%     12.4% 11.1%    
Three Months Ended June 30, 2015 and 2014
Latin America unit sales in the second quarter of 2015 decreased 0.2 million units, or 4.2%, to 4.2 million units. Replacement tire volume decreased 0.1 million units, or 2.3%, driven by our commercial business, due primarily to weaker economic conditions in Venezuela and Brazil. OE tire volume decreased 0.1 million units, or 10.7%, driven primarily by weaker consumer OE vehicle production in Brazil.
Net sales in the second quarter of 2015 were $390 million, decreasing $99 million, or 20.2%, from $489 million in the second quarter of 2014. Net sales decreased due primarily to unfavorable foreign currency translation of $92 million, mainly in Brazil and Venezuela, lower tire volume of $26 million, and lower sales in other tire-related businesses of $19 million, primarily due to ceasing tire component sales to certain customers. These decreases were partially offset by improved price and product mix of $39 million.
Operating income in the second quarter of 2015 was $43 million, decreasing $16 million, or 27.1%, from $59 million in the second quarter of 2014. Operating income decreased due primarily to higher conversion costs of $21 million, lower tire volume of $6 million and increased SAG of $6 million. Operating income was also negatively impacted by charges of $6 million for labor-related and indirect tax claims in Brazil, decreased profits in other-tire-related businesses of $3 million, increased transportation expenses of $3 million, higher research and development expenditures of $3 million and unfavorable foreign currency translation of $2 million. These decreases were partially offset by improved price and product mix of $51 million, which more than offset the impact of higher raw material costs of $12 million. Conversion costs were negatively impacted by higher overall inflation, including wages and benefits, primarily in Venezuela and Brazil, partially offset by lower under-absorbed fixed overhead costs of $9 million.
In the second quarter of 2015, Venezuela's operating income was $36 million, an increase of $17 million compared to the second quarter of 2014. Venezuela's operating income in the second quarter of 2015 excludes foreign currency exchange losses of $12 million related to the Venezuelan bolivar fuerte, an increase of $19 million compared to the second quarter of 2014. Excluding the favorable impact of results from our Venezuelan operations, Latin America’s operating income declined by $33 million, due to the recessionary environment in Brazil driving lower consumer OE and commercial replacement volumes and unfavorably impacting conversion costs.
In the second quarter of 2014, on a consolidated basis, we recorded a $20 million net benefit ($13 million after-tax and minority), which included $3 million in Latin America segment operating income, related to the settlement of indirect tax claims. Latin America’s operating income in the second quarter of 2014 excluded net rationalization charges of $1 million.

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Six Months Ended June 30, 2015 and 2014
Latin America unit sales in the first six months of 2015 increased 0.2 million units, or 2.4%, to 8.6 million units. Replacement tire volume increased 0.4 million units, or 6.7%, driven by our consumer business, as our volume improvement exceeded increased industry volumes. OE tire volume decreased 0.2 million units, or 11.4%, driven primarily by weaker consumer OE vehicle production in Brazil.
Net sales in the first six months of 2015 were $775 million, decreasing $136 million, or 14.9%, from $911 million in the first six months of 2014. Net sales decreased due primarily to unfavorable foreign currency translation of $167 million, mainly in Brazil and Venezuela, and lower sales in other tire-related businesses of $39 million, primarily due to ceasing tire component sales to certain customers. These decreases were partially offset by improved price and product mix of $60 million, including a favorable shift from OE to replacement products, and higher tire volume of $11 million.
Operating income in the first six months of 2015 was $96 million, decreasing $5 million, or 5.0%, from $101 million in the first six months of 2014. Operating income decreased due primarily to higher conversion costs of $51 million, increased SAG of $9 million, charges of $6 million for labor-related and indirect tax claims in Brazil, unfavorable foreign currency translation of $4 million and decreased profits in other-tire-related businesses of $4 million. These decreases were partially offset by improved price and product mix of $84 million, which more than offset the impact of higher raw material costs of $13 million. Conversion costs were negatively impacted by higher overall inflation, including wages and benefits, primarily in Venezuela and Brazil, partially offset by lower under-absorbed fixed overhead costs of $16 million.
In the first six months of 2014, on a consolidated basis, we recorded a $20 million net benefit ($13 million after-tax and minority), which included $3 million in Latin America segment operating income, related to the settlement of indirect tax claims. Of the remaining $17 million benefit, $9 million is included in interest income in Other (Income) Expense and $8 million is included in Interest Expense as a recovery of interest expense.
Operating income in the first six months of 2015 excluded a net gain on asset sales of $1 million. Operating income in the first six months of 2014 excluded net foreign currency exchange losses of $157 million related to the devaluation of the Venezuelan bolivar fuerte and net rationalization charges of $1 million.
In the first six months of 2015, Venezuela's operating income was $59 million, an increase of $45 million compared to the first six months of 2014. Venezuela's increase in operating income resulted from improved price and product mix and higher production levels in the first six months of 2015 as compared to 2014, which was negatively impacted by labor-related issues that significantly reduced production levels. Excluding the favorable impact of results from our Venezuelan operations, Latin America’s operating income declined by $50 million, due to the recessionary environment in Brazil driving lower consumer OE and commercial replacement volumes and unfavorably impacting conversion costs.
The continuing economic uncertainty in Venezuela, changes in the exchange rate applicable to settle certain transactions and government price and profit margin controls may adversely impact Latin America's segment operating income in future periods. Currency exchange controls implemented by the Venezuelan government in recent years have resulted in our inability to remit dividends or timely and consistently settle liabilities in currencies other than the bolivar fuerte. Price and profit margin regulations, as well as strict labor laws, have eroded our ability to make key decisions regarding our operations, including our ability to hire or terminate employees without the approval of the Venezuelan government. Future government controls and regulations may further erode our control over our operations in Venezuela and could lead us to deconsolidate our Venezuelan subsidiary from our consolidated financial statements. For further information refer to "Item 1A. Risk Factors" and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Overview.” in our 2014 Form 10-K.


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LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity are cash generated from our operating and financing activities. Our cash flows from operating activities are driven primarily by our operating results and changes in our working capital requirements and our cash flows from financing activities are dependent upon our ability to access credit or other capital.
On May 12, 2015,In the second quarter of 2016, we amended and restated our European$2.0 billion first lien revolving credit facility. Significant changesfacility to the facility include extendingextend the maturity to May 12, 2020, increasing the available commitments thereunder from €400 million to €550 million,2021 and decreasingreduce the interest rate by 75 basis points and the annual commitment fee by 20 basis points. Amounts drawnfor loans under the facility will now bear interest atby 25 basis points to LIBOR plus 175 basis points for loans denominated in U.S. dollars or pounds sterling and EURIBOR plus 175 basis points for loans denominated in euros, and undrawn amounts under the facility will be subject to an annual commitment fee of 30 basis points.
On June 16, 2015, we amended our U.S. second lien term loan facility to reduce the current interest rate by 100125 basis points. AsWe also redeemed our existing $900 million 6.5% senior notes due 2021 with the proceeds of a new issuance of $900 million 5% senior notes due 2026, together with cash and cash equivalents, which will result in annual interest expense savings of the amendment, the term loan now bears interest at LIBOR plus 300 basis points, subject to a minimum LIBOR rate of 75 basis points.$14 million.
At June 30, 2015,2016, we had $1,638$1,138 million in Cash and cash equivalents, compared to $2,161$1,476 million at December 31, 2014.2015. For the six months ended June 30, 2015,2016, net cash providedused by operating activities was $274$120 million due to net incomethe seasonal use of $444 million, which includes net non-cash charges of $433 million, primarily related to depreciation and amortization, deferred income tax charges and the recognition of deferred royalty income, partially offset by cash used for working capital of $477$686 million and rationalization payments of $86 million.exceeding net income. Net cash used by investing activities was $469$465 million, reflecting capital expenditures of $448$466 million. Net cash usedprovided by financing activities was $267$225 million, driven by net debt repaymentsborrowings of $190$440 million, partially offset by common stock repurchases of $150 million and common stock repurchasesdividends of $52$38 million.
At June 30, 2015,2016, we had $2,389$2,426 million of unused availability under our various credit agreements, compared to $2,317$2,676 million at December 31, 2014.2015. The table below presents unused availability under our credit facilities at those dates:
June 30, December 31,June 30, December 31,
(In millions)2015 20142016 2015
First lien revolving credit facility$1,046
 $1,138
$1,094
 $1,149
European revolving credit facility616
 485
544
 598
Chinese credit facilities80
 
65
 66
Pan-European accounts receivable facility
 151
Other foreign and domestic debt205
 277
283
 294
Notes payable and overdrafts442
 417
440
 418
$2,389
 $2,317
$2,426
 $2,676
We have deposited our cash and cash equivalents and entered into various credit agreements and derivative contracts with financial institutions that we considered to be substantial and creditworthy at the time of such transactions. We seek to control our exposure to these financial institutions by diversifying our deposits, credit agreements and derivative contracts across multiple financial institutions, by setting deposit and counterparty credit limits based on long term credit ratings and other indicators of credit risk such as credit default swap spreads, and by monitoring the financial strength of these financial institutions on a regular basis. We also enter into master netting agreements with counterparties when possible. By controlling and monitoring exposure to financial institutions in this manner, we believe that we effectively manage the risk of loss due to nonperformance by a financial institution. However, we cannot provide assurance that we will not experience losses or delays in accessing our deposits or lines of credit due to the nonperformance of a financial institution. Our inability to access our cash deposits or make draws on our lines of credit, or the inability of a counterparty to fulfill its contractual obligations to us, could have a material adverse effect on our liquidity, financial position or results of operations in the period in which it occurs.
On June 4, 2015, we entered into a Framework Agreement with SRI to dissolve the global alliance between the two companies. Pursuant to the terms and conditions of the Agreement, we will pay SRI approximately $271 million upon closing of the transaction.  We will also deliver a promissory note to GDTNA in the initial principal amount of approximately $55 million at an interest rate of LIBOR plus 0.1% and with a maturity date three years following the date of dissolution. We expect the transaction to close in the fourth quarter of 2015. Refer to "Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview" for further information.
We expect our 20152016 cash flow needs to include capital expenditures of approximately $1.0 billion to $1.1 billion. We also expect interest expense to range between $415$350 million and $440$375 million, dividends on our common stock to be $65$75 million, and contributions to our funded non-U.S. pension plans to be approximately $50 million to $75 million. We do not expect working capital to be a significant source or use of cash of approximately $50 million in 2015.2016. We intend to operate the business in a way that allows us to address these needs with our existing cash and available credit if they cannot be funded by cash generated from operations.

- 45-We believe that our liquidity position is adequate to fund our operating and investing needs and debt maturities in 2016 and to provide us with flexibility to respond to further changes in the business environment.



Our ability to service debt and operational requirements is also dependent, in part, on the ability of our subsidiaries to make distributions of cash to various other entities in our consolidated group, whether in the form of dividends, loans or otherwise. In certain countries where we operate, such as China, Venezuela, South Africa and Argentina, transfers of funds into or out of such countries by way of dividends, loans, advances or payments to third-party or affiliated suppliers are generally or periodically subject to certain requirements, such as obtaining approval from the foreign government and/or currency exchange board before net assets can be transferred out of the country. In addition, certain of our credit agreements and other debt instruments limit the ability of foreign subsidiaries to make distributions of cash. Thus, we would have to repay and/or amend these credit agreements and other debt instruments in order to use this cash to service our consolidated debt. Because of the inherent uncertainty of satisfactorily meeting these requirements or limitations, we do not consider the net assets of our subsidiaries, including our Chinese, Venezuelan, South African and Argentinian subsidiaries, that are subject to such requirements or limitations to be integral to our liquidity or our ability to service


our debt and operational requirements. At June 30, 2015,2016, approximately $618$613 million of net assets, including $492$127 million of cash and cash equivalents, were subject to such requirements, including $304 million of cash in Venezuela.requirements. The requirements we must comply with to transfer funds out of China, South Africa and Argentina have not adversely impacted our ability to make transfers out of those countries.
Our Venezuelan subsidiary, C.A. Goodyear de Venezuela ("Goodyear Venezuela"), manufactures, markets and distributes consumer and commercial tires throughout Venezuela.  A substantial portion of the raw materialsOperating Activities
Net cash used in the production of the tires it manufactures, including natural and synthetic rubber, are imported from other Goodyear facilities and from third parties.  Certain finished tires are also imported from other Goodyear manufacturing facilities.  In addition, Goodyear Venezuela is a party to various service and licensing agreements with other Goodyear companies.
Since Venezuela's economy is considered to be highly inflationary under U.S. generally accepted accounting principles, the U.S. dollar is the functional currency of Goodyear Venezuela. All gains and losses resulting from the remeasurement of its financial statements are reported in Other (Income) Expense.
Through December 31, 2013, substantially all of our transactions were subject to the approval of the Commission for the Administration of Currency Exchange ("CADIVI"). In January 2014, the Venezuelan government announced the formation of the National Center of Foreign Trade ("CENCOEX") to replace CADIVI. In addition, effective January 24, 2014, Venezuela’s exchange rate applicable to the settlement of certain transactions, including payments of dividends and royalties, changed to an auction-based floating rate, the Complementary System of Foreign Currency Administration (“SICAD”) rate, whichby operating activities was 11.4 and 12.8 bolivares fuertes to the U.S. dollar at January 24, 2014 and June 30, 2015, respectively.
We are required to remeasure our bolivar-denominated monetary assets and liabilities at the rate expected to be available for future dividend remittances by Goodyear Venezuela. Therefore, in the first quarter of 2014, we recorded a first quarter net remeasurement loss of $157$120 million on bolivar fuerte-denominated net monetary assets and liabilities, including deferred taxes, primarily related to cash deposits in Venezuela, using the then-applicable SICAD rate of 11.4 bolivares fuertes to the U.S. dollar. In the third quarter of 2014, we reduced by $7 million previously recorded foreign currency exchange losses on our Venezuelan deferred tax assets in conjunction with establishing a valuation allowance on those deferred tax assets. We also recorded a subsidy receivable of $50 million at January 24, 2014 related to certain U.S. dollar-denominated payables for goods that were expected to be settled at the official exchange rate of 6.3 bolivares fuertes to the U.S. dollar, based on ongoing approvals for the importation of such goods. In the third quarter of 2014, we derecognized $5 million of the subsidy receivable due to the change in the official exchange rate for purchases of certain finished goods from 6.3 bolivares fuertes to the U.S. dollar to the SICAD rate. In the fourth quarter of 2014, we entered into an agreement with the Venezuelan government to settle $85 million of U.S. dollar-denominated payables at the SICAD rate that we previously had expected to be settled at the official exchange rate for imports of essential goods of 6.3 bolivares fuertes to the U.S. dollar and, accordingly, derecognized the remaining subsidy receivable of $45 million. Subsidies received from the government related to certain U.S. dollar-denominated payables settled at the official exchange rate for imports of essential goods of 6.3 bolivares fuertes to the U.S. dollar are now recognized in CGS upon receipt. We received $7 million in the fourth quarter of 2014 under this agreement.
In early 2015, the Venezuelan government announced certain changes to its currency exchange system, including the merging of the SICAD auction systems. In addition, the Marginal Currency System ("SIMADI"), for which the exchange rate has been indicated to be based on market rates, opened on February 12, 2015 at approximately 170 bolivares fuertes to the U.S. dollar. If we remeasured our bolivar fuerte-denominated monetary assets and liabilities at the SIMADI rate of approximately 200 bolivares fuertes to the U.S. dollar at June 30, 2015, we would have recorded an additional remeasurement loss of approximately $230 million.
During the second quarter of 2015, the official exchange rate for settling certain transactions, including imports of essential goods, such as certain raw materials needed for the production of tires, remained at 6.3 bolivares fuertes to the U.S. dollar. In the second quarter of 2015, we continued to obtain approval for the import of certain raw materials at the official exchange rate of 6.3 bolivares fuertes to the U.S. dollar, and other raw materials at the SICAD rate. During the six months ended June 30, 2015, Goodyear Venezuela settled $6 million of U.S. dollar-denominated intercompany payables, primarily at the SICAD exchange rate of 12.0 bolivares fuertes to the U.S. dollar in effect at the date of those settlements. In the first six months of 2015, we did not have any

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additional receipts related to the $85 million agreement with the Venezuelan government as described above. If in the future we convert bolivares fuertes at a rate other than the June 30, 2015 SICAD rate of 12.8 bolivares fuertes to the U.S. dollar, or the official exchange rate is revised, we may realize additional losses that would be recorded in the Statements of Operations.
At June 30, 2015, settlements pending before CADIVI/CENCOEX were approximately $150 million, of which approximately $130 million are expected to be settled at the SICAD rate and approximately $20 million are expected to be settled at 6.3 bolivares fuertes to the U.S. dollar. At June 30, 2015, $13 million of our requested settlements were pending up to 180 days, $14 million were pending from 180 to 360 days and $123 million were pending over one year. Amounts pending up to 180 days and from 180 to 360 days relate to imported tires and raw materials. Amounts pending over one year include imported tires and raw materials of $86 million, dividends payable of $20 million, and intercompany charges of $17 million, including royalties of $6 million. Currency exchange controls in Venezuela continue to limit our ability to remit funds from Venezuela, and this situation has deteriorated over time.
At June 30, 2015, we had bolivar fuerte-denominated monetary assets of $339 million, which consisted primarily of $304 million of cash and $21 million of prepaid assets, and bolivar fuerte-denominated monetary liabilities of $160 million, which consisted primarily of $67 million of intercompany payables, including $20 million of dividends, $39 million of long term benefits, $31 million of short term compensation and benefits and $15 million of accounts payable — trade. At December 31, 2014, we had bolivar fuerte-denominated monetary assets of $300 million, which consisted primarily of $289 million of cash and $5 million of accounts receivable, and bolivar fuerte-denominated monetary liabilities of $143 million, which consisted primarily of $60 million of intercompany payables, including $21 million of dividends, $40 million of long term benefits, $22 million of accounts payable — trade and $13 million of short term compensation and benefits. All monetary assets and liabilities were remeasured at 12.8 and 12.0 bolivares fuertes to the U.S. dollar at June 30, 2015 and December 31, 2014, respectively.
Goodyear Venezuela’s sales were 2.8% and 1.9% of our net sales for the three months ended June 30, 2015 and 2014, respectively, and were 2.5% and 1.3% for the six months ended June 30, 2015 and 2014, respectively. Goodyear Venezuela's CGS were 2.4% and 1.8% of our CGS for the three months ended June 30, 2015 and 2014, respectively, and were 2.3% and 1.4% for the six months ended June 30, 2015 and 2014, respectively. Goodyear Venezuela's operating income for the three and six months ended June 30, 2015 increased by $17 million and $45 million, respectively, compared to the three and six months ended June 30, 2014. Goodyear Venezuela’s sales are bolivar fuerte-denominated, its cost of goods sold are approximately 85% bolivar fuerte-denominated and approximately 15% U.S. dollar-denominated and its SAG is approximately 95% bolivar fuerte-denominated and approximately 5% U.S. dollar-denominated. A further 10% decrease in the SICAD rate to 14.1 bolivares fuertes to the U.S. dollar would decrease Goodyear Venezuela’s operating income by approximately $14 million on an annual basis, before any potential offsetting actions.
Goodyear Venezuela contributed a significant portion of Latin America’s sales and operating income in the first six months of 2015 and in 2014. The continuing economic and political uncertainty, which has increased due2016, compared to a significant decline in the price of oil, which is the country's primary export and source of U.S. dollars; difficulties importing raw materials and finished goods; changing foreign currency exchange rates; and government price and profit margin controls in Venezuela may adversely impact Latin America’s operating income in future periods. In response to conditions in Venezuela, we continuously evaluate the prices for our products while remaining competitive and have taken steps to address our operational challenges, including securing necessary approvals for import licenses and increasing the local production of certain tires. Our pricing policies take into account factors such as fluctuations in raw material and other production costs, market demand and adherence to government price and profit margin controls. We will also manage our operations in Venezuela to limit our net investment and working capital exposure through adjustments to our production volumes, which could also result in further earnings volatility. Specifically, continued inability to exchange bolivares fuertes to U.S. dollars to pay third-party suppliers and Goodyear affiliates for importation of basic raw materials may result in curtailment or cessation of production. In such cases, our ability to mitigate the negative impact of lower production may be limited based on government controls over reductions in staffing. These and other restrictions could limit our ability to benefit from our investment and maintain a controlling interest in Goodyear Venezuela. To the extent we determine deconsolidation of Goodyear Venezuela to be appropriate due to a further degradation in our ability to make operating decisions in a future period, we would expect to recognize a one-time, pre-tax charge of over $500 million and derecognize cash and cash equivalents of $305 million from our consolidated financial statements (both reflecting June 30, 2015 balances and foreign currency exchange rates) and present our investment in Goodyear Venezuela under the cost method of accounting thereafter. We will continue to reassess the appropriateness of consolidating Goodyear Venezuela on a quarterly basis. We will also continue to assess the information relative to available Venezuelan exchange rates and the impact on our financial position, results of operations and liquidity.
We believe that our liquidity position is adequate to fund our operating and investing needs and debt maturities in 2015 and to provide us with flexibility to respond to further changes in the business environment.

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Operating Activities
Net cash provided by operating activities wasof $274 million in the first six months of 2015, compared to net2015.
Net cash used of $1,134 millionby operating activities in the first six months of 2014. Operating2016 was driven by the seasonal use of cash flowsfor working capital needs of $686 million. The use of cash for working capital increased year-over-year, primarily due to an increase in inventory in Americas to support customer service levels following a period of low inventory levels during the first half of 2015. Uses of cash in 2016 also included $104 million of compensation and benefit costs. These uses of cash were favorably impactedpartially offset by decreased pension contributionsnet income of $397 million, which included non-cash charges of $355 million related to depreciation and direct paymentsamortization.
Net cash provided by operating activities in the first six months of $1,2062015 was driven by net income of $444 million, which included non-cash charges for depreciation and amortization of $349 million, partially offset by the seasonal use of cash for working capital of $477 million and increased earnings. Pension contributionsa non-cash gain that was included in 2014 primarilynet income of $155 million related to discretionary contributions of $907 milliondeferred royalty income (see Note to fully fund our U.S. hourly pension plans.the Consolidated Financial Statements No. 3, Other (Income) Expense, in this Form 10-Q).
Investing Activities
Net cash used in investing activities was $465 million in the first six months of 2016, compared to $469 million in the first six months of 2015, compared to $4212015. Capital expenditures were $466 million in the first six months of 2014. Capital expenditures were2016, compared to $448 million in the first six months of 2015, compared to $441 million in the first six months of 2014.2015. Beyond expenditures required to sustain our facilities, capital expenditures in 20152016 primarily related to expansionthe construction of a new manufacturing facility in Mexico and investments in additional capacity in North America, Brazil and Germany.around the world.
Financing Activities
Net cash usedprovided by financing activities was $225 million in the first six months of 2016, compared to net cash used of $267 million in the first six months of 2015, compared to2015. Financing activities in 2016 included net cash providedborrowings of $376$440 million, in the first six monthscommon stock repurchases of 2014.$150 million and dividends on our common stock of $38 million. Financing activities in 2015 included net debt repayments of $190 million. In the first six monthsmillion, common stock repurchases of 2015, we repurchased $52 million of our common stock, including $50 million of repurchases pursuant to our publicly announced share repurchase program, and paid dividends on our common stock of $32 million. Financing activities in 2014 included net borrowings of $485 million used to fund working capital needs and capital expenditures. In the first six months of 2014, we repurchased $65 million of our common stock, including $54 million of repurchases pursuant to our publicly announced share repurchase program, and paid dividends on our common stock of $26 million.
Credit Sources
In aggregate, we had total credit arrangements of $8,812$8,792 million available at June 30, 2015,2016, of which $2,389$2,426 million were unused, compared to $9,029$8,699 million available at December 31, 2014,2015, of which $2,317$2,676 million were unused. At June 30, 2015,2016, we had long term credit arrangements totaling $8,334$8,207 million, of which $1,947$1,986 million were unused, compared to $8,582$8,232 million and $1,900$2,258 million, respectively, at December 31, 2014.2015. At June 30, 2015,2016, we had short term committed and uncommitted credit arrangements totaling $478$585 million, of which $442$440 million were unused, compared to $447$467 million and $417$418 million, respectively, at December 31, 2014.2015. The continued availability of the short term uncommitted arrangements is at the discretion of the relevant lender and may be terminated at any time.
Outstanding Notes
At June 30, 2015,2016, we had $3,296$3,300 million of outstanding notes, compared to $3,318$3,565 million at December 31, 2014.2015.
In May 2016, we issued $900 million in aggregate principal amount of 5% senior notes due 2026. In June 2016, we used the proceeds from this offering, together with cash and cash equivalents, to redeem in full our $900 million 6.5% senior notes due 2021.
$2.0 Billion Amended and Restated First Lien Revolving Credit Facility due 20172021
In April 2016, we amended and restated our $2.0 billion first lien revolving credit facility. As a result of the amendment, we extended the maturity to 2021 and reduced the interest rate for loans under the facility by 25 basis points to LIBOR plus 125 basis points, based on our current liquidity. In addition, the borrowing base will now include (i) the value of our principal trademarks and (ii) certain cash in an amount not to exceed $200 million.
Our amended and restated $2.0 billion first lien revolving credit facility is available in the form of loans or letters of credit, with letter of credit availability limited to $800 million. Loans under this facility bear interest at LIBOR plus 150 basis points, based on our current liquidity. Availability under the facility is subject to a borrowing base, which is based primarily on (i) eligible accounts receivable and inventory of The Goodyear Tire & Rubber Company and certain of its U.S. and Canadian subsidiaries.subsidiaries, (ii) the value of our principal trademarks, and (iii) certain cash in an amount not to exceed $200 million. To the extent that our eligible accounts receivable and inventory and other components of the borrowing base decline in value, our borrowing base will decrease and the availability under the facility may decrease below $2.0 billion. In addition, if the amount of outstanding


borrowings and letters of credit under the facility exceeds the borrowing base, we are required to prepay borrowings and/or cash collateralize letters of credit sufficient to eliminate the excess. As of June 30, 2015,2016, our borrowing base, and therefore our availability, under the facility was $581$249 million below the facility's stated amount of $2.0 billion.
At June 30, 2015 and December 31, 2014,2016, we had no$530 million of borrowings outstandingand $127 million of letters of credit issued under the revolving credit facility. LettersAt December 31, 2015, we had no borrowings and $315 million of letters of credit issued totaled $373 million atunder the revolving credit facility.
During 2016, we began entering into bilateral letter of credit agreements.  At June 30, 2015 and $3772016, we had$186 million at December 31, 2014.in letters of credit issued under these new agreements.
$1.2 Billion Amended and Restated Second Lien Term Loan Facility due 2019
The term loan now bears interest at LIBOR plus 300 basis points, subject to a minimum LIBOR rate of 75 basis points. After June 16, 2015 and prior to June 16, 2016, (i) loans under the facility may not be prepaid or repaid with the proceeds of term loan indebtedness, or converted into or replaced by new term loans, bearing interest at an effective interest rate that is less than the effective interest rate then applicable to such loans and (ii) no amendment of the facility may be made that, directly or indirectly, reduces the effective interest rate applicable to the loans under the facility, in each case unless we pay a fee equal to 1.0% of the principal amount of the loans so affected.
At both June 30, 20152016 and December 31, 2014,2015, the amountsamount outstanding under this facility were $996 million and $1,196 million, respectively.was $598 million.

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€550 Million Amended and Restated Senior Secured European Revolving Credit Facility due 2020
Our amended and restated €550 million European revolving credit facility consists of (i) a €125 million German tranche that is available only to Goodyear Dunlop Tires Germany GmbH (“GDTG”) and (ii) a €425 million all-borrower tranche that is available to GDTE, GDTG and Goodyear Dunlop Tires Operations S.A. Up to €150 million of swingline loans and €50 million in letters of credit are available for issuance under the all-borrower tranche. Amounts drawn under the facility will bear interest at LIBOR plus 175 basis points for loans denominated in U.S. dollars or pounds sterling and EURIBOR plus 175 basis points for loans denominated in euros.
At June 30, 2015 and December 31, 2014,2016, there were no borrowings outstanding under the German tranche and there were $67 million (€60 million) of borrowings outstanding under the all-borrower tranche. At December 31, 2015, there were no borrowings outstanding under the European revolving credit facility. There were no letters of credit issued at June 30, 20152016 and December 31, 2014.2015.
Each of our first lien revolving credit facility and our European revolving credit facility have customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition since December 31, 20112015 under the first lien facility and December 31, 2014 under the European facility.
Accounts Receivable Securitization Facilities (On-Balance Sheet)
GDTE and certain of its subsidiaries are parties to a pan-European accounts receivable securitization facility that provides the flexibility to designate annually the maximum amount of funding available under the facility in an amount of not less than €45 million and not more than €450 million. UntilFor the period beginning October 16, 2015 to October 15, 2015,2016, the designated maximum amount of the facility is €380€340 million.
The facility involves an ongoing daily sale of substantially all of the trade accounts receivable of certain GDTE subsidiaries. Utilization under the facility is based on eligible receivable balances.
The funding commitments under the facility will expire upon the earliest to occur of: (a) September 25, 2019, (b) the non-renewal and expiration (without substitution) of all of the back-up liquidity commitments, (c) the early termination of the facility according to its terms (generally upon an Early Amortisation Event (as defined in the facility), which includes, among other things, events similar to the events of default under our senior secured credit facilities; certain tax law changes; or certain changes to law, regulation or accounting standards), or (d) our request for early termination of the facility. The facility’s current back-up liquidity commitments will expire on October 15, 2015.2016.
At June 30, 2016, the amounts available and utilized under this program totaled $266 million (€239 million). At December 31, 2015, the amounts available and utilized under this program totaled $276 million (€246254 million). At December 31, 2014, the amounts available and utilized under this program totaled $343$125 million (€283115 million)., respectively. The program diddoes not qualify for sale accounting, and accordingly, these amounts are included in Long Term Debt and Capital Leases.
In addition to the pan-European accounts receivable securitization facility discussed above, subsidiaries in Australia have an accounts receivable securitization program that provides upflexibility to $65 million (85designate semi-annually the maximum amount of funding available under the facility in an amount of not less than 60 million Australian dollars)dollars and not more than 85 million Australian dollars. For the period beginning January 1, 2016 to June 30, 2016, the designated maximum amount of funding.the facility was $52 million (70 million Australian dollars). Availability under this program is based on eligible receivable balances. At June 30, 2016, the amounts available and utilized under this program were $33 million and $20 million, respectively. At December 31, 2015, the amounts available and utilized under this program were $46$34 million and $22 million, respectively. At December 31, 2014, the amounts available and utilized under this program were $43 million and $23$19 million, respectively. The receivables sold under this program also serve as collateral for the related facility. We retain the risk of loss related to these receivables in the event of non-payment. These amounts are included in Long Term Debt and Capital Leases due Within One Year.Leases.


Accounts Receivable Factoring Facilities (Off-Balance Sheet)
Various subsidiaries sold certain of their trade receivables under off-balance sheet programs during the first six months of 2015.2016. For these programs, we have concluded that there is generally no risk of loss to us from non-payment of the sold receivables. At June 30, 2015,2016, the gross amount of receivables sold was $299$277 million, compared to $365$299 million at December 31, 2014.2015.
Supplier Financing
We have entered into payment processing agreements with several financial institutions. Under these agreements, the financial institution acts as our paying agent with respect to accounts payable due to our suppliers. These agreements also allow our suppliers to sell their receivables to the financial institutions at the sole discretion of both the supplier and the financial institution on terms that are negotiated between them. We are not always notified when our suppliers sell receivables under these programs. Our obligations to our suppliers, including the amounts due and scheduled payment dates, are not impacted by our suppliers' decisions to sell their receivables under the programs. Agreements for such supplier financing programs totaled approximately $470 million and $420up to $500 million at June 30, 20152016 and December 31, 2014, respectively.2015.
Further Information
For a further description of the terms of our outstanding notes, first lien revolving credit facility, second lien term loan facility, European revolving credit facility and pan-European accounts receivable securitization facility, please refer to Note to the Consolidated Financial Statements No. 14,15, Financing Arrangements and Derivative Financial Instruments, in our 20142015 Form 10-

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K10-K and Note to the Consolidated Financial Statements No. 8,7, Financing Arrangements and Derivative Financial Instruments, in this Form 10-Q.
Covenant Compliance
Our first and second lien credit facilities and some of the indentures governing our notes contain certain covenants that, among other things, limit our ability to incur additional debt or issue redeemable preferred stock, pay dividends, repurchase shares or make certain other restricted payments or investments, incur liens, sell assets, incur restrictions on the ability of our subsidiaries to pay dividends or to make other payments to us, enter into affiliate transactions, engage in sale and leaseback transactions, and consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. These covenants are subject to significant exceptions and qualifications. Our first and second lien credit facilities and the indentures governing our notes also have customary defaults, including cross-defaults to material indebtedness of Goodyear and its subsidiaries.
We have additional financial covenants in our first and second lien credit facilities that are currently not applicable. We only become subject to these financial covenants when certain events occur. These financial covenants and related events are as follows:
We become subject to the financial covenant contained in our first lien revolving credit facility when the aggregate amount of our Parent Company (The Goodyear Tire & Rubber Company) and guarantor subsidiaries cash and cash equivalents (“Available Cash”) plus our availability under our first lien revolving credit facility is less than $200 million. If this were to occur, our ratio of EBITDA to Consolidated Interest Expense may not be less than 2.0 to 1.0 for anythe most recent period of four consecutive fiscal quarters. As of June 30, 2015,2016, our availability under this facility of $1,046$1,094 million, plus our Available Cash of $547$330 million, totaled $1,593$1,424 million, which is in excess of $200 million.
We become subject to a covenant contained in our second lien credit facility upon certain asset sales. The covenant provides that, before we use cash proceeds from certain asset sales to repay any junior lien, senior unsecured or subordinated indebtedness, we must first offer to use such cash proceeds to prepay borrowings under the second lien credit facility unless our ratio of Consolidated Net Secured Indebtedness to EBITDA (Pro Forma Senior Secured Leverage Ratio) for any period of four consecutive fiscal quarters is equal to or less than 3.0 to 1.0.
In addition, our European revolving credit facility contains non-financial covenants similar to the non-financial covenants in our first and second lien credit facilities that are described above and a financial covenant applicable only to GDTE and its subsidiaries. This financial covenant provides that we are not permitted to allow GDTE’s ratio of Consolidated Net J.V. Indebtedness to Consolidated European J.V. EBITDA for a period of four consecutive fiscal quarters to be greater than 3.0 to 1.0 at the end of any fiscal quarter. Consolidated Net J.V. Indebtedness is determined net of the sum of cash and cash equivalents in excess of $100 million held by GDTE and its subsidiaries, cash and cash equivalents in excess of $150 million held by the Parent Company and its U.S. subsidiaries and availability under our first lien revolving credit facility if the ratio of EBITDA to Consolidated Interest Expense described above is not applicable and the conditions to borrowing under the first lien revolving credit facility are met. Consolidated Net J.V. Indebtedness also excludes loans from other consolidated Goodyear entities. This financial covenant is also included in our pan-European accounts receivable securitization facility. At June 30, 2015,2016, we were in compliance with this financial covenant.
Our credit facilities also state that we may only incur additional debt or make restricted payments that are not otherwise expressly permitted if, after giving effect to the debt incurrence or the restricted payment, our ratio of EBITDA to Consolidated Interest Expense for the prior four fiscal quarters would exceed 2.0 to 1.0. Certain of our senior note indentures have substantially similar limitations on incurring debt and making restricted payments. Our credit facilities and indentures also permit the incurrence of


additional debt through other provisions in those agreements without regard to our ability to satisfy the ratio-based incurrence test described above. We believe that these other provisions provide us with sufficient flexibility to incur additional debt necessary to meet our operating, investing and financing needs without regard to our ability to satisfy the ratio-based incurrence test.
Covenants could change based upon a refinancing or amendment of an existing facility, or additional covenants may be added in connection with the incurrence of new debt.
At June 30, 20152016, we were in compliance with the currently applicable material covenants imposed by our principal credit facilities and indentures.
The terms “Available Cash,” “EBITDA,” “Consolidated Interest Expense,” “Consolidated Net Secured Indebtedness,” “Pro Forma Senior Secured Leverage Ratio,” “Consolidated Net J.V. Indebtedness” and “Consolidated European J.V. EBITDA” have the meanings given them in the respective credit facilities.
Potential Future Financings
In addition to our previous financing activities, we may seek to undertake additional financing actions which could include restructuring bank debt or capital markets transactions, possibly including the issuance of additional debt or equity. Given the challenges that we face and the uncertainties of the market conditions, access to the capital markets cannot be assured.

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Our future liquidity requirements may make it necessary for us to incur additional debt. However, a substantial portion of our assets are already subject to liens securing our indebtedness. As a result, we are limited in our ability to pledge our remaining assets as security for additional secured indebtedness. In addition, no assurance can be given as to our ability to raise additional unsecured debt.
Dividends and Common Stock Repurchase Program
Under our primary credit facilities and some of our note indentures, we are permitted to pay dividends on and repurchase our capital stock (which constitute restricted payments) as long as no default will have occurred and be continuing, additional indebtedness can be incurred under the credit facilities or indentures following the payment, and certain financial tests are satisfied.
In the first six months of 2015,2016, we paid cash dividends of $32$38 million on our common stock. On July 15, 2015,12, 2016, the Board of Directors (or a duly authorized committee thereof) declared cash dividends of $0.06$0.07 per share of common stock, or approximately $16$18 million in the aggregate. The dividend will be paid on September 1, 20152016 to stockholders of record as of the close of business on July 31, 2015.August 1, 2016. Future quarterly dividends are subject to Board approval.
On September 18, 2013, the Board of Directors authorized $100 million for use in our common stock repurchase program. On May 27, 2014, the Board of Directors approved an increase in that authorization to $450 million. On February 4, 2016, the Board of Directors approved a further increase in that authorization to $1.1 billion. This program expires on December 31, 2016.2018. We intend to repurchase shares of common stock in open market transactions in order to offset new shares issued under equity compensation programs and to provide for additional shareholder returns. During the second quarter and first six months of 2015,2016, we repurchased 1,600,1293,571,254 shares at an average price, including commissions, of $31.25$28.00 per share, or $50$100 million in the aggregate. SinceDuring the inceptionfirst six months of our common stock repurchase program2016, we have repurchased 10,535,9385,162,630 shares at an average price, including commissions, of $26.89$29.05 per share, or $283$150 million in the aggregate. Since 2013, we repurchased 19,670,348 shares at an average price, including commissions, of $28.64 per share, or $563 million in the aggregate.
The restrictions imposed by our credit facilities and indentures did not affect our ability to pay the dividends on or repurchase our capital stock as described above, and are not expected to affect our ability to pay similar dividends or make similar repurchases in the future.
Asset Dispositions
The restrictions on asset sales imposed by our material indebtedness have not affected our strategy of divesting non-core businesses, and those divestitures have not affected our ability to comply with those restrictions.

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FORWARD-LOOKING INFORMATION — SAFE HARBOR STATEMENT
Certain information in this Form 10-Q (other than historical data and information) may constitute forward-looking statements regarding events and trends that may affect our future operating results and financial position. The words “estimate,” “expect,” “intend” and “project,” as well as other words or expressions of similar meaning, are intended to identify forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Form 10-Q. Such statements are based on current expectations and assumptions, are inherently uncertain, are subject to risks and should be viewed with caution. Actual results and experience may differ materially from the forward-looking statements as a result of many factors, including:
if we do not successfully implement our strategic initiatives, our operating results, financial condition and liquidity may be materially adversely affected;
we face significant global competition increasingly from lower cost manufacturers, and our market share could decline;
we could be negatively impacted by the decision regarding whether to impose tariffs on certain tires imported to the U.S. from China;
deteriorating economic conditions in any of our major markets, or an inability to access capital markets or third-party financing when necessary, may materially adversely affect our operating results, financial condition and liquidity;
our international operations have certain risks that may materially adversely affect our operating results, financial condition and liquidity;
we have foreign currency translation and transaction risks that may materially adversely affect our operating results, financial condition and liquidity;
raw material and energy costs may materially adversely affect our operating results and financial condition;
if we experience a labor strike, work stoppage or other similar event our business, results of operations, financial condition and liquidity could be materially adversely affected;
our long term ability to meet our obligations, to repay maturing indebtedness or to implement strategic initiatives may be dependent on our ability to access capital markets in the future and to improve our operating results;
financial difficulties, work stoppages, supply disruptions or economic conditions affecting our major OE customers, dealers or suppliers could harm our business;
our capital expenditures may not be adequate to maintain our competitive position and may not be implemented in a timely or cost-effective manner;
raw material and energy costs may materially adversely affect our operating results and financial condition;
we have a substantial amount of debt, which could restrict our growth, place us at a competitive disadvantage or otherwise materially adversely affect our financial health;
any failure to be in compliance with any material provision or covenant of our debt instruments, or a material reduction in the borrowing base under our revolving credit facilities or the indentures governing our notesfacility, could have a material adverse effect on our liquidity and operations;
our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly;
we have substantial fixed costs and, as a result, our operating income fluctuates disproportionately with changes in our net sales;
we may incur significant costs in connection with our contingent liabilities and tax matters;
our reserves for contingent liabilities and our recorded insurance assets are subject to various uncertainties, the outcome of which may result in our actual costs being significantly higher than the amounts recorded;
we are subject to extensive government regulations that may materially adversely affect our operating results;
we may not complete the transactions contemplated by our Framework Agreement with SRI, which provides for the dissolution of our global alliance with SRI, on the terms set forth in the Framework Agreement, on the time frame we anticipate, or at all;
if we do not complete the transactions contemplated by the Framework Agreement, then the arbitration proceedings we have brought to dissolve our global alliance with SRI and the terms and conditions of the existing global alliance agreements with SRI could require us to make a substantial payment to acquire SRI’s minority interests in certain joint venture entities;
we may be adversely affected by any cyber attack on, disruption in, or failure of, our information technology systems;systems due to computer viruses, unauthorized access, cyber attack, natural disasters or other similar disruptions;
if we are unable to attract and retain key personnel, our business could be materially adversely affected; and

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we may be impacted by economic and supply disruptions associated with events beyond our control, such as war, acts of terror, political unrest, public health concerns, labor disputes or natural disasters.
It is not possible to foresee or identify all such factors. We will not revise or update any forward-looking statement or disclose any facts, events or circumstances that occur after the date hereof that may affect the accuracy of any forward-looking statement.


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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We utilize derivative financial instrument contracts and nonderivative instruments to manage interest rate, foreign exchange and commodity price risks. We have established a control environment that includes policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. We do not hold or issue derivative financial instruments for trading purposes.
Commodity Price Risk
The raw material costs to which our operations are principally exposed include the cost of natural rubber, synthetic rubber, carbon black, fabrics, steel cord and other petrochemical-based commodities. Approximately two-thirds of our raw materials are oil-based derivatives, the cost of which may be affected by fluctuations in the price of oil. We currently do not hedge commodity prices. We do, however, use various strategies to partially offset cost increases for raw materials, including centralizing purchases of raw materials through our global procurement organization in an effort to leverage our purchasing power, expanding our capabilities to substitute lower cost raw materials and reducing the amount of material required in each tire.
Interest Rate Risk
We continuously monitor our fixed and floating rate debt mix. Within defined limitations, we manage the mix using refinancing. At June 30, 2015, 32%2016, 42% of our debt was at variable interest rates averaging 5.77%5.41%.
The following table presents information about long term fixed rate debt, excluding capital leases, at June 30, 20152016:
(In millions)  
Carrying amount — liability$4,079
$3,541
Fair value — liability4,331
3,672
Pro forma fair value — liability4,381
3,806
The pro forma information assumes a 100 basis point decrease in market interest rates at June 30, 20152016, and reflects the estimated fair value of fixed rate debt outstanding at that date under that assumption. The sensitivity of our fixed rate debt to changes in interest rates was determined using current market pricing models.
Foreign Currency Exchange Risk
We enter into foreign currency contracts in order to reduce the impact of changes in foreign exchange rates on our consolidated results of operations and future foreign currency-denominated cash flows. These contracts reduce exposure to currency movements affecting existing foreign currency-denominated assets, liabilities, firm commitments and forecasted transactions resulting primarily from trade purchases and sales, equipment acquisitions, intercompany loans and royalty agreements. Contracts hedging short term trade receivables and payables normally have no hedging designation.
The following table presents foreign currency contract information at June 30, 20152016:
(In millions)  
Fair value — asset (liability)$(3)$7
Pro forma decrease in fair value(103)(133)
Contract maturities7/15 - 6/16
7/16-6/17
The pro forma decrease in fair value assumes a 10% adverse change in underlying foreign exchange rates at June 30, 2015,2016, and reflects the estimated change in the fair value of contracts outstanding at that date under that assumption. The sensitivity of our foreign currency positions to changes in exchange rates was determined using current market pricing models.
Fair values are recognized on the Consolidated Balance Sheet at June 30, 20152016 as follows:
(In millions)  
Accounts receivable$13
$16
Other Current Liabilities(16)(9)
For further information on foreign currency contracts, refer to Notes to the Consolidated Financial Statements No. 7, Financing Arrangements and Derivative Financial Instruments, in this Form 10-Q. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for a discussion of our management of counterparty risk.


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ITEM 4. CONTROLS AND PROCEDURES.
Management’s Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures” which, consistent with Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, we define to mean controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure.
Our management, with the participation of our principal executive and financial officers, has evaluated the effectiveness of our disclosure controls and procedures. Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of June 30, 20152016 (the end of the period covered by this Quarterly Report on Form 10-Q).
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
Asbestos Litigation
As reported in our Form 10-Q for the quarterperiod ended March 31, 2015,2016, we were one of numerous defendants in legal proceedings in certain state and Federal courts involving approximately 73,20065,800 claimants relating to their alleged exposure to materials containing asbestos in products allegedly manufactured by us or asbestos materials present in our facilities. During the second quarter of 2015,2016, approximately 500 new claims were filed against us and approximately 3001,400 were settled or dismissed. The amount expended on asbestos defense and claim resolution by Goodyear and its insurance carriers during the second quarter and first six months of 20152016 was $5 million and $9$12 million, respectively. At June 30, 2015,2016, there were approximately 73,40064,900 asbestos claims pending against us. The plaintiffs are seeking unspecified actual and punitive damages and other relief. Refer to Note 12, “Commitmentsto the Consolidated Financial Statements No. 11, Commitments and Contingent Liabilities”Liabilities, in this Form 10-Q for additional information on asbestos litigation.
SRI Arbitration Proceedings
On June 4, 2015, we entered into a Framework Agreement with SRI to dissolve the global alliance between the two companies. Upon the consummation of the transactions contemplated in the Framework Agreement, we and SRI will jointly request the termination of the pending arbitration proceedings that were commenced in January 2014.
Reference is made to Item 3 of Part I of our 20142015 Form 10-K and to Item 1 of Part II of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 20152016 for additional discussion of legal proceedings.

ITEM 1A. RISK FACTORS
Due to the execution of a Framework Agreement between us and SRI to dissolve the global alliance between the two companies, we have updated our risk factors as follows:
We cannot assure you that we will complete the transactions contemplated by the Framework Agreement in accordance with the terms stated therein, during the time frame we anticipate, or at all. If the transactions contemplated by the Framework Agreement do not close, we will rely on the pending arbitration proceedings to dissolve our global alliance with SRI.
The Framework Agreement contemplates an amicable dissolution of the global alliance with SRI, including termination of our previously filed arbitration proceedings. However, we cannot assure you that we will complete the transactions contemplated by the Framework Agreement in accordance with the terms stated therein, during the time frame we anticipate, or at all. If the transactions contemplated by the Framework Agreement do not close, we will rely on those arbitration proceedings to dissolve our global alliance with SRI.
Subject to those arbitration proceedings and successful completion of the transactions contemplated by the Framework Agreement, under the existing global alliance agreements between us and SRI, SRI would have the right to require us to purchase its ownership interests in GDTE and GDTNA if certain triggering events have occurred, including certain bankruptcy events, changes in control of Goodyear or breaches of the global alliance agreements. Any payment required to be made to SRI in respect of the dissolution of the global alliance, which could be offset by payments to us for damages, or pursuant to an exit under the terms of the global alliance agreements could be substantial. If the amount of such a payment exceeds our current expectations, we cannot assure you that our operating performance, cash flow and capital resources would be sufficient to make such a payment or, if we were able to make the payment, that there would be sufficient funds remaining to satisfy our other obligations. For further information regarding our global alliance with SRI, including the events that could trigger SRI’s exit rights, see “Business — Global Alliance with SRI” in our 2014 Form 10-K.
Refer to "Item 1A. Risk Factors" in our 20142015 Form 10-K for a further discussion of all of our risk factors.


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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table presents information with respect to repurchases of common stock made by us during the three months ended June 30, 20152016.

  
Total Number of
Shares Purchased (1)
 
Average Price Paid
Per Share
 
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
 
Approximate Dollar Value
of Shares that May
Yet Be Purchased
Under the Plans or
Programs (2)
Period    
4/1/15-4/30/15 
 $
 
 $216,702,887
5/1/15-5/31/15 36,169
 29.00
 
 $216,702,887
6/1/15-6/30/15 1,600,129
 31.25
 1,600,129
 $166,702,910
Total 1,636,298
 $32.20
 1,600,129
 $166,702,910
  
Total Number of
Shares Purchased (1)
 
Average Price Paid
Per Share
 
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
 
Approximate Dollar Value
of Shares that May
Yet Be Purchased
Under the Plans or
Programs (2)
Period    
4/1/16-4/30/16 
 $
 
 $636,646,919
5/1/16-5/31/16 3,571,254
 28.00
 3,571,254
 $536,646,952
6/1/16-6/30/16 
 
 
 $536,646,952
Total 3,571,254
 28.00

3,571,254
 $536,646,952
(1) Total number of shares purchased as part of our common stock repurchase program and delivered to us by employees as payment for the exercise price of stock options and the withholding taxes due upon the exercise of stock options or the vesting or payment of stock awards.
(1)Total number of shares purchased as part of our common stock repurchase program and delivered to us by employees as payment for the exercise price of stock options and the withholding taxes due upon the exercise of stock options or the vesting or payment of stock awards.
(2)
(2)On September 18, 2013, the Board of Directors authorized $100 million for use in our common stock repurchase program. On May 27, 2014, the Board of Directors approved an increase in that authorization to $450 million. On February 4, 2016, the Board of Directors approved a further increase in that authorization to $1.1 billion. This program expires on December 31, 2018. We intend to repurchase shares of common stock in open market transactions in order to offset new shares issued under equity compensation programs and to provide for additional shareholder returns. During the three month period ended June 30, 2016, we repurchased 3,571,254 shares at an average price, including commissions, of $28.00 per share, or $100 million for use in our common stock repurchase program. On May 27, 2014, the Board of Directors approved an increase in that authorization to $450 million. This program expires on December 31, 2016. We intend to repurchase shares of common stock in open market transactions in order to offset new shares issued under equity compensation programs and to provide for additional shareholder returns. During the three month period ended June 30, 2015, we repurchased 1,600,129 shares at an average price of $31.25 per share, or $50 million in the aggregate.



ITEM 6. EXHIBITS.
Refer to the Index of Exhibits at page 59,53, which is by specific reference incorporated into and made a part of this Quarterly Report on Form 10-Q.
___________________


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
  THE GOODYEAR TIRE & RUBBER COMPANY 
  (Registrant) 
     
Date:July 29, 201527, 2016By
/s/ Richard J. Noechel
 /s/  EVAN M. SCOCOS
 
  Richard J. Noechel,Evan M. Scocos, Vice President and Controller (Signing on behalf of the Registrant as a duly authorized officer of the Registrant and signing as the principal accounting officer of the Registrant.) 


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THE GOODYEAR TIRE & RUBBER COMPANY
Quarterly Report on Form 10-Q
For the Quarter Ended June 30, 20152016
INDEX OF EXHIBITS
Exhibit    
Table    
Item   Exhibit
No. Description of Exhibit Number
     
2Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
(a)Framework Agreement, dated as of June 4, 2015, by and between the Company and Sumitomo Rubber Industries, Ltd.2.1
In accordance with Item 601(b)(2) of Regulation S-K, certain schedules and similar attachments have been omitted. The Company hereby agrees to furnish a copy of any such schedule or similar attachment to the Securities and Exchange Commission upon request.
3Articles of Incorporation and By-Laws
(a)Certificate of Amended Articles of Incorporation of The Goodyear Tire & Rubber Company, dated December 20, 1954, Certificate of Amendment to Amended Articles of Incorporation of the Company, dated April 6, 1993, Certificate of Amendment to Amended Articles of Incorporation of the Company, dated June 4, 1996, Certificate of Amendment to Amended Articles of Incorporation of the Company, dated April 18, 2006, Certificate of Amendment to Amended Articles of Incorporation of the Company, dated April 22, 2009, Certificate of Amendment to Amended Articles of Incorporation of the Company, dated March 30, 2011, and Certificate of Amendment to Amended Articles of Incorporation of the Company, dated April 16, 2015, together comprising the Company's Articles of Incorporation, as amended.3.1
(b)Code of Regulations of The Goodyear Tire & Rubber Company, adopted November 22, 1955, and as most recently amended on April 13, 2015.3.2
10 Material Contracts  
     
(a) Amended and Restated Revolving Credit Agreement,Fifth Supplemental Indenture, dated as of May 12, 2015, among the Company, Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop Tires Germany GmbH, Goodyear Dunlop Tires Operations S.A., the lenders party thereto, J.P. Morgan Europe Limited, as Administrative Agent, JPMorgan Chase Bank, N.A., as Collateral Agent, BNP Paribas, as Syndication Agent, and the Documentation Agents, Joint Bookrunners and Joint Lead Arrangers identified therein.10.1
(b)Amendment and Restatement Agreement, dated as of May 12, 2015, among the Company, Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop Tires Germany GmbH, Goodyear Dunlop Tires Operations S.A., J.P. Morgan Europe Limited, as Administrative Agent, JPMorgan Chase Bank, N.A., as Collateral Agent, BNP Paribas, as Issuing Bank, the subsidiary guarantors party thereto, and the lenders party thereto.10.2
(c)First Amendment, dated as of June 16, 2015, to the Amended and Restated Second Lien Credit Agreement, dated as of April 19, 2012,13, 2016, among the Company, the lendersSubsidiary Guarantors party thereto Deutsche Bank Trust Company Americas, as Collateral Agent, and JPMorgan ChaseWells Fargo Bank, N.A., as Administrative Agent.Trustee (incorporated by reference, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed May 13, 2016, File No. 1-1927). 10.3
     
12 Statement re Computation of Ratios  
     
(a) Statement setting forth the Computation of Ratio of Earnings to Fixed Charges. 12.1
     
31 302 Certifications  
     
(a) Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.1
     
(b) Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2

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32 906 Certifications  
     
(a) Certificate of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.1
     
Exhibit
Table
ItemExhibit
No.Description of ExhibitNumber
101 Interactive Data File  
     
(a) The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015,2016, formatted in XBRL: (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements. 101



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