10-Q

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 September 30, 2014

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 September 30, 2014: 274,562,504

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 1A. RISK FACTORS
	ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
EX-12.1
EX-31.1
EX-31.2
EX-32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In millions, except per share amounts)	2014		2013		2014		2013
Net Sales	$	4,657	$	5,002	$	13,782	$	14,749
Cost of Goods Sold	3,516		3,946		10,566		11,732
Selling, Administrative and General Expense	653		686		2,018		2,022
Rationalizations (Note 2)	15		21		80		41
Interest Expense	108		100		315		287
Other Expense (Note 3)	66		—		242		112
Income before Income Taxes	299		249		561		555
United States and Foreign Taxes (Note 4)	100		54		168		136
Net Income	199		195		393		419
Less: Minority Shareholders’ Net Income	38		22		70		25
Goodyear Net Income	161		173		323		394
Less: Preferred Stock Dividends	—		7		7		22
Goodyear Net Income available to Common Shareholders	$	161	$	166	$	316	$	372
Goodyear Net Income available to Common Shareholders — Per Share of Common Stock
Basic	$	0.58	$	0.67	$	1.18	$	1.51
Weighted Average Shares Outstanding (Note 5)	275		246		266		246
Diluted	$	0.58	$	0.62	$	1.15	$	1.43
Weighted Average Shares Outstanding (Note 5)	279		278		280		276
Cash Dividends Declared Per Common Share	$	0.06	0.05		$	0.16	$	0.05

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						Nine Months Ended
	September 30,						September 30,
(In millions)	2014			2013			2014			2013
Net Income	$	199		$	195		$	393		$	419
Other Comprehensive Income:
Foreign currency translation, net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)	(185		)	39			(170		)	(116		)
Reclassification adjustment for amounts recognized in income, net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)	4			—			2			1
Defined benefit plans:
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $2 and $5 in 2014 ($1 and $8 in 2013)	25			54			82			174
Decrease in net actuarial losses, net of tax of $0 and $3 in 2014 ($0 and $2 in 2013)	6			—			30			124
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 2014 ($0 and $0 in 2013)	1			1			43			2
Prior service credit (cost) from plan amendments, net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)	(1		)	—			(1		)	—
Deferred derivative gains (losses), net of tax of $1 and $0 in 2014 ($0 and $1 in 2013)	11			(5		)	10			1
Reclassification adjustment for amounts recognized in income, net of tax of $0 and $0 in 2014 ($0 and $1 in 2013)	—			1			1			2
Unrealized investment gains (losses), net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)	(1		)	(3		)	—			12
Other Comprehensive Income (Loss)	(140		)	87			(3		)	200
Comprehensive Income	59			282			390			619
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	(13		)	41			38			28
Goodyear Comprehensive Income	$	72		$	241		$	352		$	591

The accompanying notes are an integral part of these consolidated financial statements.

- 2-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions)	September 30,			December 31,
	2014			2013
Assets:
Current Assets:
Cash and Cash Equivalents	$	1,744		$	2,996
Accounts Receivable, less Allowance — $96 ($99 in 2013)	3,021			2,435
Inventories:
Raw Materials	584			592
Work in Process	161			164
Finished Products	2,179			2,060
	2,924			2,816
Prepaid Expenses and Other Current Assets	358			397
Total Current Assets	8,047			8,644
Goodwill	623			668
Intangible Assets	135			138
Deferred Income Taxes	105			157
Other Assets	654			600
Property, Plant and Equipment, less Accumulated Depreciation — $9,189 ($9,158 in 2013)	7,092			7,320
Total Assets	$	16,656		$	17,527
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	2,827		$	3,097
Compensation and Benefits (Notes 9 and 10)	774			758
Other Current Liabilities	1,036			1,083
Notes Payable and Overdrafts (Note 7)	38			14
Long Term Debt and Capital Leases due Within One Year (Note 7)	98			73
Total Current Liabilities	4,773			5,025
Long Term Debt and Capital Leases (Note 7)	6,719			6,162
Compensation and Benefits (Notes 9 and 10)	1,307			2,673
Deferred and Other Noncurrent Income Taxes	243			256
Other Long Term Liabilities	916			966
Total Liabilities	13,958			15,082
Commitments and Contingent Liabilities (Note 11)
Minority Shareholders’ Equity (Note 1)	595			577
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Preferred Stock, no par value: (Note 12)
Authorized, 50 million shares, Outstanding shares — none in 2014 (10 million in 2013), liquidation preference $50 per share	—			500
Common Stock, no par value:
Authorized, 450 million shares, Outstanding shares — 275 million (248 million in 2013) after deducting 3 million treasury shares (3 million in 2013)	275			248
Capital Surplus	3,275			2,847
Retained Earnings	2,231			1,958
Accumulated Other Comprehensive Loss	(3,919		)	(3,947		)
Goodyear Shareholders’ Equity	1,862			1,606
Minority Shareholders’ Equity — Nonredeemable	241			262
Total Shareholders’ Equity	2,103			1,868
Total Liabilities and Shareholders’ Equity	$	16,656		$	17,527

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)

(In millions)	Nine Months Ended
	September 30,
	2014			2013
Cash Flows from Operating Activities:
Net Income	$	393		$	419
Adjustments to Reconcile Net Income to Cash Flows from Operating Activities:
Depreciation and Amortization	553			539
Amortization and Write-Off of Debt Issuance Costs	12			13
Deferred Income Taxes	61			3
Net Pension Curtailments and Settlements	39			—
Net Rationalization Charges (Note 2)	80			41
Rationalization Payments	(169		)	(60		)
Net (Gains) Losses on Asset Sales (Note 3)	4			(6		)
Pension Contributions and Direct Payments	(1,292		)	(1,072		)
Net Venezuela Currency Remeasurement Loss (Note 3)	155			115
Customer Prepayments and Government Grants	5			32
Insurance Proceeds	4			17
Changes in Operating Assets and Liabilities, Net of Asset Acquisitions and Dispositions:
Accounts Receivable	(675		)	(728		)
Inventories	(226		)	249
Accounts Payable — Trade	(69		)	(26		)
Compensation and Benefits	103			215
Other Current Liabilities	(5		)	(12		)
Other Assets and Liabilities	88			(37		)
Total Cash Flows from Operating Activities	(939		)	(298		)
Cash Flows from Investing Activities:
Capital Expenditures	(634		)	(734		)
Asset Dispositions (Note 3)	6			8
Decrease in Restricted Cash	6			3
Short Term Securities Acquired	(72		)	(89		)
Short Term Securities Redeemed	82			81
Other Transactions	7			6
Total Cash Flows from Investing Activities	(605		)	(725		)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	52			30
Short Term Debt and Overdrafts Paid	(24		)	(89		)
Long Term Debt Incurred	1,739			2,152
Long Term Debt Paid	(1,054		)	(660		)
Common Stock Issued	41			16
Common Stock Repurchased (Note 12)	(97		)	(1		)
Common Stock Dividends Paid (Note 12)	(43		)	—
Preferred Stock Dividends Paid (Note 12)	(15		)	(22		)
Transactions with Minority Interests in Subsidiaries	(36		)	(10		)
Debt Related Costs and Other Transactions	—			(16		)
Total Cash Flows from Financing Activities	563			1,400
Effect of Exchange Rate Changes on Cash and Cash Equivalents	(271		)	(158		)
Net Change in Cash and Cash Equivalents	(1,252		)	219
Cash and Cash Equivalents at Beginning of the Period	2,996			2,281
Cash and Cash Equivalents at End of the Period	$	1,744		$	2,500

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 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, 2013 (the “2013 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 nine months ended September 30, 2014 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2014.

Recently Issued Accounting Standards

In August 2014, the Financial Accounting Standards Board (“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 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 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. The standards update is effective for fiscal years beginning after December 15, 2016, and early adoption is not permitted. We are currently evaluating the impact of adopting this standards update on our consolidated financial statements.

In April 2014, the FASB issued an accounting standards update providing new guidance on 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 reported 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 standards update is effective for fiscal years beginning after December 15, 2014. We will adopt this standards update, as required, beginning with the first quarter of 2015. The adoption of this standards update affects presentation only and, as such, is not expected to have a material impact on our consolidated financial statements.

Recently Adopted Accounting Standards

Effective January 1, 2014, we adopted an accounting standards update requiring the presentation of an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. This net presentation is required unless a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset to settle any additional income tax that would result from the disallowance of the unrecognized tax benefit. The adoption of this standards update did not have a material impact on our consolidated financial statements.

- 5-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Effective January 1, 2014, we adopted an accounting standards update providing guidance with respect to the release of cumulative translation adjustments into net income when a parent sells either a part or all of its investment in a foreign entity. The standards update also requires the release of cumulative translation adjustments when a company no longer holds a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity, and provides guidance for the acquisition in stages of a controlling interest in a foreign entity. The adoption of this standards update did not impact our consolidated financial statements.

Effective January 1, 2014, we adopted an accounting standards update requiring an entity to record obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. The adoption of this standards update did not impact our consolidated financial statements.

Reclassifications and Adjustments

Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation.

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. 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, 2013	$	232		$	5		$	237
2014 Charges (1)	65			42			107
Reversed to the Statements of Operations	(5		)	—			(5		)
Incurred, Net of Foreign Currency Translation of $(14) million and $0 million, respectively	(152		)	(38		)	(190		)
Balance at September 30, 2014	$	140		$	9		$	149

(1) Charges in the first nine months of 2014 of $107 million exclude $22 million of pension curtailment gains recorded in Rationalizations in the Statement of Operations.

Significant rationalization actions initiated in 2014 consisted primarily of manufacturing headcount reductions related to Europe, Middle East and Africa's ("EMEA") plans to improve operating efficiency. In addition, EMEA, Latin America and Asia Pacific also initiated plans to reduce selling, administrative and general ("SAG") headcount.

The accrual balance of $149 million at September 30, 2014 is expected to be substantially utilized within the next 12 months and includes $103 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.

- 6-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table shows net rationalization charges included in Income before Income Taxes:

	Three Months Ended					Nine Months Ended
(In millions)	September 30,					September 30,
	2014			2013		2014			2013
Current Year Plans
Associate Severance and Other Related Costs	$	8		$	11	$	17		$	16
Other Exit and Non-Cancelable Lease Costs	—			2		1			2
Current Year Plans - Net Charges	$	8		$	13	$	18		$	18
Prior Year Plans
Associate Severance and Other Related Costs	$	(2	)	$	3	$	43		$	9
Pension Curtailment Gain	—			—		(22		)	—
Other Exit and Non-Cancelable Lease Costs	9			5		41			14
Prior Year Plans - Net Charges	7			8		62			23
Total Net Charges	$	15		$	21	$	80		$	41
Asset Write-off and Accelerated Depreciation Charges	$	—		$	5	$	3		$	15

Substantially all of the new charges for the three and nine months ended September 30, 2014 and 2013 related to future cash outflows. Net prior year plan charges for the three months ended September 30, 2014 of $7 million include a net credit of $(2) million primarily related to associate severance and idle plant costs related to the closure of one of our manufacturing facilities in Amiens, France, resulting from the impact of changes in tax laws and revised estimates. Net prior year plan charges for the nine months ended September 30, 2014 of $62 million include charges of $63 million for associate severance and idle plant costs, partially offset by a pension curtailment gain of $22 million, related to the closure of one of our manufacturing facilities in Amiens, France. Net charges for the nine months ended September 30, 2014 included reversals of $5 million, and net charges for the three and nine months ended September 30, 2013 included reversals of $4 million and $11 million, respectively, for actions no longer needed for their originally intended purposes.

Approximately 200 associates will be released under plans initiated in 2014, of which approximately 100 associates have been released as of September 30, 2014. In the first nine months of 2014, approximately 1,400 associates were released under plans initiated in prior years, primarily related to the plan to exit the farm tire business in EMEA and the closure of one of our manufacturing facilities in Amiens, France. In total, approximately 400 associates remain to be released under rationalization plans. At September 30, 2014, approximately 600 former associates of the closed Amiens, France manufacturing facility have asserted wrongful termination or other claims against us.  We are currently unable to estimate the number and amount of the claims that may ultimately be asserted against us, but intend to vigorously defend any such claims.

Accelerated depreciation charges for the three and nine months ended September 30, 2014 related to property and equipment in one of our manufacturing facilities in the U.K. Accelerated depreciation charges for the three and nine months ended September 30, 2013 related primarily 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”).

- 7-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3. OTHER EXPENSE

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In millions)	2014			2013			2014			2013
Net foreign currency exchange (gains) losses	$	31		$	(2	)	$	182		$	116
Financing fees and financial instruments	17			14			46			41
Royalty income	(9		)	(10		)	(27		)	(39		)
Interest income	(4		)	(6		)	(23		)	(18		)
General and product liability — discontinued products	4			4			21			12
Net (gains) losses on asset sales	7			(3		)	4			(6		)
Miscellaneous	20			3			39			6
	$	66		$	—		$	242		$	112

Net foreign currency exchange losses in the three months ended September 30, 2014 were $31 million, primarily in Venezuela, compared to net gains of $2 million in the three months ended September 30, 2013. Net foreign currency exchange losses in the three months ended September 30, 2014 included a net remeasurement loss of $5 million in Venezuela resulting from the derecognition of a portion of the subsidy receivable established on January 24, 2014, as discussed below, and a reduction of $7 million of foreign currency exchange losses previously recorded as part of the $157 million first quarter 2014 Venezuelan remeasurement loss. As described in Note 4, Income Taxes, in the third quarter of 2014 we established valuation allowances on the net deferred tax assets of our Venezuelan and Brazilian subsidiaries, and accordingly, reduced $7 million of previously recorded foreign currency exchange losses related to deferred tax assets of our Venezuelan subsidiary. Net losses in the nine months ended September 30, 2014 and 2013 were $182 million and $116 million, respectively, which included net remeasurement losses of $155 million and $115 million, respectively, resulting from devaluations 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 February 13, 2013, Venezuela's official exchange rate changed from 4.3 to 6.3 bolivares fuertes to the U.S. dollar for substantially all goods. 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 I”) rate, which was 11.4 and 12.0 bolivares fuertes to the U.S. dollar at January 24, 2014 and September 30, 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 first quarter $157 million remeasurement loss.

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. We expect that future remittances of dividends by our Venezuelan subsidiary would be transacted at the SICAD I rate and, therefore, in 2014 we have recorded a net remeasurement loss of $155 million, including a first quarter loss of $157 million using the SICAD I rate. All bolivar-denominated monetary assets and liabilities were remeasured at 12.0 and 6.3 bolivares fuertes to the U.S. dollar at September 30, 2014 and December 31, 2013, respectively.

We also recorded a subsidy receivable at January 24, 2014 of $50 million related to certain U.S. dollar-denominated payables that are 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. Effective September 9, 2014, the official exchange rate for settling purchases of certain finished goods changed from 6.3 bolivares fuertes to the U.S. dollar to the SICAD I rate and, accordingly, in the third quarter of 2014, we derecognized $5 million of the subsidy receivable, which is included in the net remeasurement loss of $155 million for the nine months ended September 30, 2014. At September 30, 2014, the subsidy receivable was $44 million. A portion of this subsidy will reduce cost of goods sold in periods when the related inventory is sold.

Royalty income in the nine months ended September 30, 2014 was $27 million, compared to $39 million in the nine months ended September 30, 2013. Royalty income in 2013 included a one-time royalty of $8 million related to chemical operations. Royalty income is derived primarily from licensing arrangements related to divested businesses.

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Interest income in the nine months ended September 30, 2014 was $23 million, compared to interest income of $18 million in the nine months ended September 30, 2013. Interest income in 2014 included $9 million earned on the settlement of indirect tax claims in Latin America.

Miscellaneous expense in the three and nine months ended September 30, 2014 included charges of $3 million and $20 million, respectively, and in the three and nine months ended September 30, 2013 included charges of $1 million and $6 million, respectively, for labor claims related to a previously closed facility in EMEA. Miscellaneous expense in the three and nine months ended September 30, 2014 also included a charge of $16 million related to a government investigation involving our compliance with the U.S. Foreign Corrupt Practices Act in certain countries in Africa.

Also included in Other Expense are financing fees and financial instruments expense consisting of the amortization of deferred financing fees, commitment fees and charges incurred in connection with financing transactions; and 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.

NOTE 4. INCOME TAXES

For the three months ended September 30, 2014, we recorded tax expense of $100 million on income before income taxes of $299 million. For the nine months ended September 30, 2014, we recorded tax expense of $168 million on income before income taxes of $561 million. Income tax expense for both the three and nine months ended September 30, 2014 was unfavorably impacted by $47 million of discrete tax adjustments, including $37 million to establish valuation allowances on the net deferred tax assets of our Venezuelan and Brazilian subsidiaries, due to continuing operating losses and currency devaluations in Venezuela, as well as $11 million due to a recently enacted law change in Chile. For the three months ended September 30, 2013, we recorded tax expense of $54 million on income before income taxes of $249 million. For the nine months ended September 30, 2013, we recorded tax expense of $136 million on income before income taxes of $555 million. Income tax expense for the nine months ended September 30, 2013 was favorably impacted by $5 million due primarily to newly enacted law changes.

We record taxes based on overall estimated annual effective tax rates. In addition to the discrete items noted above, the differences between our effective tax rate and the U.S. statutory rate in both years were primarily attributable to the full valuation allowance on our U.S. and certain foreign deferred tax assets. In 2013, the difference between our effective tax rate and the U.S. statutory rate was also attributable to charges that are not deductible for tax purposes related to the devaluation of the bolivar fuerte in Venezuela.

At January 1, 2014, our valuation allowance on our U.S. deferred tax assets was approximately $2,400 million. Each reporting period we assess available positive and negative evidence and estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. Through 2012 our history of U.S. operating losses limited the weight we could apply to other subjective evidence such as our projections for future profitability. Recent positive evidence includes our profitable U.S. results for the last seven quarters and full funding of our hourly U.S. pension plans in January 2014, which eliminates volatility in Other Comprehensive Income. This recent positive evidence provides us the opportunity to apply greater significance to our projections in assessing the need for a valuation allowance. We believe it is reasonably possible that sufficient positive evidence will exist during the remainder of 2014 to release all or a significant portion of our valuation allowance on our U.S. deferred tax 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 deferred tax assets. However, it is reasonably possible that sufficient positive evidence required to release all, or a portion, of certain valuation allowances will exist within the next twelve months. This may result in a reduction of the valuation allowance by up to $105 million.

At January 1, 2014, we had unrecognized tax benefits of $88 million that if recognized, would have a favorable impact on our tax expense of $78 million. We had accrued interest of $16 million as of January 1, 2014. If not favorably settled, $32 million of the unrecognized tax benefits and all of the accrued interest would require the use of our cash. It is reasonably possible that our total amount of unrecognized tax benefits may change during the next twelve months. However, we do not expect these changes to have a significant impact on our financial position or results of operations.

Generally, years from 2008 onward are still open to examination by foreign taxing authorities. We are open to examination in Germany from 2006 onward and in the United States for 2013.

- 9-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 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				Nine Months Ended
	September 30,				September 30,
(In millions, except per share amounts)	2014		2013		2014		2013
Earnings per share — basic:
Goodyear net income	$	161	$	173	$	323	$	394
Less: Preferred stock dividends	—		7		7		22
Goodyear net income available to common shareholders	$	161	$	166	$	316	$	372
Weighted average shares outstanding	275		246		266		246
Earnings per common share — basic	$	0.58	$	0.67	$	1.18	$	1.51
Earnings per share — diluted:
Goodyear net income	$	161	$	173	$	323	$	394
Less: Preferred stock dividends	—		—		—		—
Goodyear net income available to common shareholders	$	161	$	173	$	323	$	394
Weighted average shares outstanding	275		246		266		246
Dilutive effect of mandatory convertible preferred stock	—		27		9		27
Dilutive effect of stock options and other dilutive securities	4		5		5		3
Weighted average shares outstanding — diluted	279		278		280		276
Earnings per common share — diluted	$	0.58	$	0.62	$	1.15	$	1.43

Weighted average shares outstanding - diluted for the three and nine months ended September 30, 2014 excludes approximately 3 million and 2 million equivalent shares, respectively, and for the three and nine months ended September 30, 2013 excludes approximately 4 million and 5 million equivalent shares, respectively, related to options with exercise prices greater than the average market price of our common shares (i.e., “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.

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 6. BUSINESS SEGMENTS

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
(In millions)	2014			2013		2014		2013
Sales:
North America	$	2,057		$	2,186	$	5,980	$	6,553
Europe, Middle East and Africa	1,618			1,752		4,874		4,936
Latin America	451			527		1,362		1,571
Asia Pacific	531			537		1,566		1,689
Net Sales	$	4,657		$	5,002	$	13,782	$	14,749
Segment Operating Income:
North America	$	210		$	161	$	574	$	492
Europe, Middle East and Africa	181			115		408		197
Latin America	49			89		150		231
Asia Pacific	80			66		221		241
Total Segment Operating Income	520			431		1,353		1,161
Less:
Rationalizations	15			21		80		41
Interest expense	108			100		315		287
Other expense	66			—		242		112
Asset write-offs and accelerated depreciation	—			5		3		15
Corporate incentive compensation plans	23			34		69		79
Pension curtailments/settlements	—			—		33		—
Intercompany profit elimination	(5		)	5		4		5
Retained expenses of divested operations	4			7		11		17
Other (1)	10			10		35		50
Income before Income Taxes	$	299		$	249	$	561	$	555

(1) For the three and nine months ended September 30, 2014, Other includes the elimination of $6 million and $18 million, respectively, of royalty income attributable to the strategic business units, compared to $7 million and $30 million, respectively, for the three and nine months ended September 30, 2013.

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Substantially all of the pension curtailment charges of $33 million for the nine months ended September 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, as described in Note 2, Costs Associated with Rationalization Programs; net (gains) losses on asset sales; and asset write-offs and accelerated depreciation are not (credited) charged to the SBUs for performance evaluation purposes, but were attributable to the SBUs as follows:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
(In millions)	2014		2013			2014			2013
Rationalizations:
North America	$	—	$	1		$	(1	)	$	8
Europe, Middle East and Africa	11		9			69			15
Latin America	2		2			3			4
Asia Pacific	2		9			9			14
Total Segment Rationalizations	$	15	$	21		$	80		$	41
Net (Gains) Losses on Asset Sales:
North America	$	—	$	(2	)	$	(1	)	$	(4	)
Europe, Middle East and Africa	7		—			7			2
Asia Pacific	—		(1		)	—			(4		)
Total Segment Asset Sales	$	7	$	(3	)	$	6		$	(6	)
Corporate	—		—			(2		)	—
	$	7	$	(3	)	$	4		$	(6	)

Asset Write-offs and Accelerated Depreciation:
Europe, Middle East and Africa	$	—	$	5	$	3	$	15
Total Segment Asset Write-offs and Accelerated Depreciation	$	—	$	5	$	3	$	15

NOTE 7. FINANCING ARRANGEMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS

At September 30, 2014, we had total credit arrangements of $9,165 million, of which $1,982 million were unused. At that date, 38% of our debt was at variable interest rates averaging 5.40%.

Notes Payable and Overdrafts, Long Term Debt and Capital Leases due Within One Year and Short Term Financing Arrangements

At September 30, 2014, we had short term committed and uncommitted credit arrangements totaling $453 million, of which $415 million were unused. These arrangements are available primarily to certain of our foreign subsidiaries through various banks at quoted market interest rates.

- 12-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents amounts due within one year:

	September 30,			December 31,
(In millions)	2014			2013
Notes payable and overdrafts	$	38		$	14
Weighted average interest rate	9.85		%	3.40		%
Long term debt and capital leases due within one year
Other domestic and international debt (including capital leases)	$	98		$	73
Weighted average interest rate	8.54		%	6.91		%
Total obligations due within one year	$	136		$	87

Long Term Debt and Capital Leases and Financing Arrangements

At September 30, 2014, we had long term credit arrangements totaling $8,712 million, of which $1,567 million were unused.

The following table presents long term debt and capital leases, net of unamortized discounts, and interest rates:

	September 30, 2014					December 31, 2013
				Interest					Interest
(In millions)	Amount			Rate		Amount			Rate
Notes:
6.75% Euro Notes due 2019	$	315				$	344
8.25% due 2020	995					995
8.75% due 2020	269					267
6.5% due 2021	900					900
7% due 2022	700					700
7% due 2028	150					150
Credit Facilities:
$2.0 billion first lien revolving credit facility due 2017	—			—		—			—
$1.2 billion second lien term loan facility due 2019	1,195			4.75	%	1,195			4.75	%
€400 million revolving credit facility due 2016	353			2.52	%	—			—
Pan-European accounts receivable facility	348			2.82	%	207			3.19	%
Chinese credit facilities	533			5.89	%	537			5.86	%
Other foreign and domestic debt(1)	1,007			8.38	%	878			8.97	%
	6,765					6,173
Capital lease obligations	52					62
	6,817					6,235
Less portion due within one year	(98		)			(73		)
	$	6,719				$	6,162

________________________________

(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 America Headquarters.

- 13-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

CREDIT FACILITIES

$2.0 billion Amended and Restated First Lien Revolving Credit Facility due 2017

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 eligible accounts receivable and inventory of The Goodyear Tire & Rubber Company and certain of its U.S. and Canadian subsidiaries. To the extent that our eligible accounts receivable and inventory decline, our borrowing base will decrease and the availability under the facility may decrease below $2.0 billion. As of September 30, 2014, our borrowing base, and therefore our availability, under this facility was $437 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 financial condition since December 31, 2011. The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.

At September 30, 2014 and December 31, 2013, there were no borrowings outstanding under the first lien revolving credit facility. Letters of credit issued totaled $377 million at September 30, 2014 and $375 million at December 31, 2013.

$1.2 billion Amended and Restated Second Lien Term Loan Facility due 2019

Our obligations under our amended and restated 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 375 basis points, subject to a minimum LIBOR rate of 100 basis points.

At September 30, 2014 and December 31, 2013, this facility was fully drawn.

€400 million Amended and Restated Senior Secured European Revolving Credit Facility due 2016

Our amended and restated €400 million European revolving credit facility consists of (i) a €100 million German tranche that is available only to Goodyear Dunlop Tires Germany GmbH (the “German borrower”) and (ii) a €300 million all-borrower tranche that is available to Goodyear Dunlop Tires Europe B.V. (“GDTE"), the German borrower and certain of GDTE's other subsidiaries. Up to €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 250 basis points for loans denominated in U.S. dollars or pounds sterling and EURIBOR plus 250 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. 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 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 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 financial condition since December 31, 2010. The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.

At September 30, 2014, the amounts outstanding under the German and all-borrower tranche were $126 million (€100 million) and $227 million (€180 million), respectively. At December 31, 2013, there were no borrowings outstanding under the revolving credit facility. Letters of credit issued under the all-borrower tranche totaled $4 million (€3 million) at September 30, 2014 and $5 million (€3 million) at December 31, 2013.

- 14-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Accounts Receivable Securitization Facilities (On-Balance Sheet)

On September 25, 2014, GDTE and certain other of our European subsidiaries amended and restated the definitive agreements for our pan-European accounts receivable securitization facility. The most significant changes to the facility are an extension of the term through 2019 and 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. Until October 17, 2014, the maximum amount of the facility was €450 million, and from October 17, 2014 to October 15, 2015, the designated maximum amount of the facility is €380 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.

At September 30, 2014, the amounts available and utilized under this program totaled $348 million (€276 million). At December 31, 2013, the amounts available and utilized under this program totaled $386 million (€280 million) and $207 million (€150 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 up to $74 million (85 million Australian dollars) of funding. At September 30, 2014, the amounts available and utilized under this program were $45 million. At December 31, 2013, the amounts available and utilized under this program were $76 million and $18 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.

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, Financing Arrangements and Derivative Financial Instruments, in our 2013 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 September 30, 2014, the gross amount of receivables sold was $306 million, compared to $301 million at December 31, 2013.

Chinese Credit Facilities

A Chinese subsidiary has several financing arrangements in China. At September 30, 2014, these non-revolving credit facilities were fully drawn. There were $533 million and $537 million of borrowings outstanding under these facilities at September 30, 2014 and December 31, 2013, respectively. The facilities ultimately mature in 2020 and principal amortization begins 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. Restricted cash related to funds obtained under these credit facilities was $5 million and $11 million at September 30, 2014 and December 31, 2013, respectively. These facilities can only be used to finance the relocation and expansion of our manufacturing facility in China.

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 will 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

- 15-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

transactions resulting primarily from, among other things, 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 fair values for foreign currency contracts not designated as hedging instruments:

	September 30,			December 31,
(In millions)	2014			2013
Fair Values — asset (liability):
Accounts receivable	$	17		$	3
Other current liabilities	(3		)	(17		)

At September 30, 2014 and December 31, 2013, these outstanding foreign currency derivatives had notional amounts of $761 million and $1,231 million, respectively, and were primarily related to intercompany loans. Other Expense included net transaction gains of $38 million and $33 million for the three and nine months ended September 30, 2014, respectively, compared to net transaction losses of $28 million and $21 million for the three and nine months ended September 30, 2013, respectively. These amounts were substantially offset in Other 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:

	September 30,		December 31,
(In millions)	2014		2013
Fair Values — asset (liability):
Accounts receivable	$	8	$	3
Other current liabilities	—		(3		)

At September 30, 2014 and December 31, 2013, these outstanding foreign currency derivatives had notional amounts of $149 million and $171 million, respectively, and primarily related to 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.

The following table presents information related to foreign currency contracts designated as cash flow hedging instruments (before tax and minority):

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
(In millions) (Income) Expense	2014			2013		2014			2013
Amounts deferred to Accumulated Other Comprehensive Loss ("AOCL")	$	(12	)	$	5	$	(10	)	$	(2	)
Amount of deferred (gain) loss reclassified from AOCL into CGS	—			1		1			3
Amounts excluded from effectiveness testing	—			—		1			—

The estimated amount of deferred gains at September 30, 2014 that is expected to be reclassified to earnings within the next twelve months is $8 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.

- 16-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 8. FAIR VALUE MEASUREMENTS

The following table presents information about assets and liabilities recorded at fair value on the Consolidated Balance Sheets at September 30, 2014 and December 31, 2013:

	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)	2014		2013		2014		2013		2014		2013		2014		2013
Assets:
Investments	$	53	$	53	$	53	$	53	$	—	$	—	$	—	$	—
Foreign Exchange Contracts	25		6		—		—		25		6		—		—
Total Assets at Fair Value	$	78	$	59	$	53	$	53	$	25	$	6	$	—	$	—
Liabilities:
Foreign Exchange Contracts	$	3	$	20	$	—	$	—	$	3	$	20	$	—	$	—
Total Liabilities at Fair Value	$	3	$	20	$	—	$	—	$	3	$	20	$	—	$	—

The following table presents supplemental fair value information about long term fixed rate and variable rate debt, excluding capital leases, at September 30, 2014 and December 31, 2013. The fair value was estimated using quoted market prices.

	September 30,		December 31,
(In millions)	2014		2013
Fixed Rate Debt:
Carrying amount — liability	$	4,157	$	4,090
Fair value — liability	4,438		4,414
Variable Rate Debt:
Carrying amount — liability	$	2,608	$	2,083
Fair value — liability	2,608		2,095

- 17-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 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.
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In millions)	2014			2013			2014			2013
Service cost — benefits earned during the period	$	1		$	11		$	14		$	34
Interest cost on projected benefit obligation	64			61			192			182
Expected return on plan assets	(77		)	(84		)	(234		)	(252		)
Amortization of: — prior service cost	—			4			1			13
— net losses	27			51			87			154
Net periodic pension cost	15			43			60			131
Net curtailments/settlements/termination benefits	—			—			32			—
Total defined benefit pension cost	$	15		$	43		$	92		$	131

	Non-U.S.						Non-U.S.
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In millions)	2014			2013			2014			2013
Service cost — benefits earned during the period	$	8		$	10		$	26		$	30
Interest cost on projected benefit obligation	32			32			100			97
Expected return on plan assets	(29		)	(27		)	(90		)	(83		)
Amortization of: — prior service cost	1			—			1			1
— net losses	9			7			27			37
Net periodic pension cost	21			22			64			82
Net curtailments/settlements/termination benefits	—			2			(14		)	4
Total defined benefit pension cost	$	21		$	24		$	50		$	86

During the first quarter of 2014, we made contributions of $1,167 million, including discretionary contributions of $907 million, to fully fund our hourly U.S. pension plans. As a result, and 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. Following these contributions, we changed our target asset allocation for these plans to a portfolio of substantially all fixed income securities designed to offset the future impact of discount rate movements on the plans' funded status.

Due to the accrual freeze and change in target asset allocation, we were required to remeasure the benefit obligations and assets of the hourly U.S. pension plans at January 31, 2014, which resulted in an increase to net actuarial losses included in AOCL of $31 million. The weighted average discount rate used to measure the benefit obligations of the hourly U.S. pension plans at January 31, 2014 was 4.32% as compared to 4.51% at December 31, 2013. As a result of the change in target asset allocation for the hourly U.S. pension plans, the expected annual long term return on plan assets for the hourly U.S. pension plans is 5.25% as of February 1, 2014.

As a result of the announcement of accrual freezes to pension plans related to our North America SBU, we recognized curtailment charges of $33 million in the first quarter of 2014.

During the first quarter of 2014, 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 million. As a result of these transactions we were required to remeasure the benefit obligations and assets of these plans at January 31, 2014. This resulted in a reduction to net actuarial losses included in AOCL of $51 million.

- 18-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In the first quarter of 2014, we ceased production at one of our manufacturing facilities in Amiens, France and recorded curtailment gains of $22 million for the nine months ended September 30, 2014, which is 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 $1.3 billion to our funded U.S. and non-U.S. pension plans in 2014, including our first quarter 2014 U.S. pension contributions of $1,167 million. For the nine months ended September 30, 2014, we contributed $1,167 million to our U.S. plans, all of which was contributed in the first quarter. For the three and nine months ended September 30, 2014, we contributed $26 million and $98 million, respectively, to our non-U.S. plans.

The expense recognized for our contributions to defined contribution savings plans for the three months ended September 30, 2014 and 2013 was $30 million and $34 million, respectively, and $85 million and $83 million, for the nine months ended September 30, 2014 and 2013, respectively. Expense recognized for the three and nine months ended September 30, 2013 includes a one-time contribution of $13 million related to our USW agreement.

We 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 September 30, 2014 and 2013 was $(4) million and $(3) million, respectively, and $(11) million and $(7) million for the nine months ended September 30, 2014 and 2013, respectively.

NOTE 10. STOCK COMPENSATION PLANS

Our Board of Directors granted 0.7 million stock options, 0.2 million restricted stock units and0.1 million performance share units during the nine months ended September 30, 2014 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 nine months ended September 30, 2014 were $26.29 and $11.94, respectively. We estimated the fair value of the stock options using the following assumptions in our Black-Scholes model:

Expected term: 7.4 years

Interest rate: 2.11%

Volatility: 43.94%

Dividend yield: 0.76%

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 $26.32 for restricted stock units and $29.00 for performance share units granted during the nine months ended September 30, 2014.

We recognized stock-based compensation expense of $2 million and $14 million during the three and nine months ended September 30, 2014, respectively. At September 30, 2014, unearned compensation cost related to the unvested portion of all stock-based awards was approximately $29 million and is expected to be recognized over the remaining vesting period of the respective grants, through August 2018. We recognized stock-based compensation expense of $8 million and $16 million during the three and nine months ended September 30, 2013, respectively.

NOTE 11. COMMITMENTS AND CONTINGENT LIABILITIES

Environmental Matters

We have recorded liabilities totaling $47 million and $45 million at September 30, 2014 and December 31, 2013, 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 million and $11 million were included in Other Current Liabilities at September 30, 2014 and December 31, 2013, 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. 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

- 19-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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.

Workers’ Compensation

We have recorded liabilities, on a discounted basis, totaling $312 million and $310 million for anticipated costs related to workers’ compensation at September 30, 2014 and December 31, 2013, respectively. Of these amounts, $80 million and $79 million was included in Current Liabilities as part of Compensation and Benefits at September 30, 2014 and December 31, 2013, 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 September 30, 2014 and December 31, 2013, the liability was discounted using a risk-free rate of return. At September 30, 2014, we estimate that it is reasonably possible that the liability could exceed our recorded amounts by approximately $40 million.

General and Product Liability and Other Litigation

We have recorded liabilities totaling $323 million and $305 million, including related legal fees expected to be incurred, for potential product liability and other tort claims, including asbestos claims, at September 30, 2014 and December 31, 2013, respectively. Of these amounts, $41 million and $45 million were included in Other Current Liabilities at September 30, 2014 and December 31, 2013, 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 September 30, 2014, 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.

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 109,000 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 $451 million through September 30, 2014 and $432 million through December 31, 2013.

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.

	Nine Months Ended			Year Ended
(Dollars in millions)	September 30, 2014			December 31, 2013
Pending claims, beginning of period	74,000			73,200
New claims filed	1,500			2,600
Claims settled/dismissed	(1,600		)	(1,800		)
Pending claims, end of period	73,900			74,000
Payments (1)	$	14		$	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 $150 million and $145 million at September 30, 2014 and December 31, 2013, respectively.

- 20-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

We recorded a receivable related to asbestos claims of $70 million and $75 million as of September 30, 2014 and December 31, 2013, respectively. We expect that approximately 50% of asbestos claim related losses will be recoverable through insurance during the ten-year period covered by the estimated liability. Of these amounts, $11 million were included in Current Assets as part of Accounts Receivable at both September 30, 2014 and December 31, 2013. The recorded receivable consists of an amount we expect to collect under coverage-in-place agreements with certain primary carriers as well as an amount we believe is probable of recovery from certain of our excess coverage insurance carriers.

We believe that, at September 30, 2014, we had approximately $160 million in limits of excess level policies potentially applicable to indemnity and defense costs for asbestos products claims. We also had coverage under certain primary policies for indemnity and defense costs for asbestos products claims under remaining aggregate limits, 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.

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 $38 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.

Greek Labor Cases

Approximately 320 former employees of a factory in Thessaloniki, Greece that was closed in 1996 sued Goodyear Dunlop Tires Hellas S.A.I.C. (“Goodyear Dunlop Greece”) seeking compensation in arrears alleging the absence of consultation prior to the closure under applicable European law. The Greek courts have issued judgments affirming Goodyear Dunlop Greece's liability to pay salaries in arrears (less incomes earned in other capacities) with respect to the 5-1/2 year period following the plant closure and permitting a reduction in the amount of that liability to the extent of severance payments previously paid to the former employees. Goodyear Dunlop Greece's remaining liability with respect to these judgments is currently estimated to be up to approximately €37 million ($47 million), which includes salaries in arrears, interest and related payroll taxes. In addition, Goodyear Dunlop Greece may be required to pay social security contributions up to €26 million ($33 million) related to any salaries in arrears it must ultimately pay. In March 2013, the former employees filed a separate claim for severance payments totaling approximately €12 million ($15 million). Goodyear Dunlop Greece has entered into settlement discussions with its former employees, the ultimate outcome of which cannot be predicted at this time. We do not expect the outcome of this matter to materially affect our future results of operations.

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-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

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 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 $9 million at September 30, 2014, compared to $14 million at December 31, 2013. 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. We also generally do not require collateral in connection with the issuance of these guarantees. 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 or customer. The guarantees expire at various times through 2023. We are unable to estimate the extent to which our affiliates’, lessors’ or customers’ assets would be adequate to recover any payments made by us under the related guarantees.

NOTE 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 nine months of 2014, we paid cash dividends of $15 million on our mandatory convertible preferred stock. No further dividends will be paid on our preferred stock following the conversion into shares of common stock on April 1, 2014.

In the first nine months of 2014, we paid cash dividends of $43 million on our common stock. On October 6, 2014, the Board of Directors (or a duly authorized committee thereof) declared cash dividends of $0.06 per share of common stock, or approximately $16 million in the aggregate. The dividend will be paid on December 1, 2014 to stockholders of record as of the close of business on October 31, 2014. Future quarterly dividends are subject to Board approval.

- 22-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

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. 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 third quarter of 2014, we repurchased 1,200,000 shares at an average price, including commissions, of $24.75 per share, or $30 million in the aggregate. During the first nine months of 2014, we repurchased 3,200,000 shares at an average price, including commissions, of $26.03 per share, or $83 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 third quarter of 2014, we repurchased 114,580 shares at an average price of $26.20 per share, or $3 million in the aggregate. During the first nine months of 2014, we repurchased 536,829 shares at an average price of $26.69 per share, or $14 million in the aggregate.

- 23-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 13. CHANGES IN SHAREHOLDERS’ EQUITY

The following tables present the changes in shareholders’ equity for the nine months ended September 30, 2014 and 2013:

	September 30, 2014									September 30, 2013
(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	$	1,606		$	262		$	1,868		$	370		$	255		$	625
Comprehensive income:
Net income	323			20			343			394			26			420
Foreign currency translation (net of tax of $0 in 2014 and $0 in 2013)	(117		)	(10		)	(127		)	(111		)	(15		)	(126		)
Reclassification adjustment for amounts recognized in income (net of tax of $0 in 2014 and $0 in 2013)	2			—			2			1			—			1
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost (net of tax of $5 in 2014 and $8 in 2013)	79			—			79			168			—			168
Decrease (increase) in net actuarial losses (net of tax of $3 in 2014 and $2 in 2013)	18			—			18			122			—			122
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures (net of tax of $0 in 2014 and $0 in 2013)	39			—			39			2			—			2
Prior service credit (cost) from plan amendments (net of tax of $0 in 2014 and $0 in 2013)	(1		)	—			(1		)	—			—			—
Deferred derivative gains (losses) (net of tax of $1 in 2014 and $1 in 2013)	8			—			8			1			—			1
Reclassification adjustment for amounts recognized in income (net of tax of $0 in 2014 and $1 in 2013)	1			—			1			2			—			2
Unrealized investment gains (losses) (net of tax of $0 in 2014 and $0 in 2013)	—			—			—			12			—			12
Other comprehensive income (loss)	29			(10		)	19			197			(15		)	182
Total comprehensive income	352			10			362			591			11			602
Purchase of subsidiary shares from minority interest	(5		)	(18		)	(23		)	(2		)	(2		)	(4		)
Dividends declared to minority shareholders	—			(15		)	(15		)	—			(9		)	(9		)
Stock-based compensation plans (Note 10)	15			—			15			12			—			12
Repurchase of common stock (Note 12)	(97		)	—			(97		)	—			—			—
Dividends declared (Note 12)	(50		)	—			(50		)	(34		)	—			(34		)
Common stock issued from treasury	41			—			41			15			—			15
Other	—			2			2			—			(4		)	(4		)
Balance at end of period	$	1,862		$	241		$	2,103		$	952		$	251		$	1,203

- 24-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents changes in Minority Equity presented outside of Shareholders’ Equity:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In millions)	2014			2013			2014			2013
Balance at beginning of period	$	613		$	520		$	577		$	534
Comprehensive income (loss):
Net income (loss)	31			12			50			(1		)
Foreign currency translation, net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)	(41		)	18			(43		)	10
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)	1			2			3			6
Decrease (increase) in net actuarial losses, net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)	—			—			12			2
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 2014 ($0 and $0 in 2013)	—			—			4			—
Deferred derivative gains (losses), net of tax of $(1) and $(1) in 2014 ($0 and $0 in 2013)	2			(1		)	2			—
Reclassification adjustment for amounts recognized in income, net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)	(1		)	—			—			—
Other comprehensive income (loss)	(39		)	19			(22		)	18
Total comprehensive income (loss)	(8		)	31			28			17
Dividends declared to minority shareholders	(10		)	(11		)	(10		)	(11		)
Balance at end of period	$	595		$	540		$	595		$	540

- 25-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 14. RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents changes in Accumulated Other Comprehensive Loss (AOCL), by component, for the nine months ended September 30, 2014 and 2013:

(In millions) Income (Loss)	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 reclassifications	(117		)	17			8			—		(92		)
Amounts reclassified from accumulated other comprehensive loss	2			118			1			—		121
Purchase of subsidiary shares from minority interest	(1		)	—			—			—		(1		)
Balance at September 30, 2014	$	(806	)	$	(3,155	)	$	8		$	34	$	(3,919	)
	Foreign Currency Translation Adjustment			Unrecognized Net Actuarial Losses and Prior Service Costs			Deferred Derivative Gains (Losses)			Unrealized Investment Gains		Total
Balance at December 31, 2012	$	(538	)	$	(4,044	)	$	(4	)	$	26	$	(4,560	)
Other comprehensive income (loss) before reclassifications	(111		)	122			1			12		24
Amounts reclassified from accumulated other comprehensive loss	1			170			2			—		173
Balance at September 30, 2013	$	(648	)	$	(3,752	)	$	(1	)	$	38	$	(4,363	)

- 26-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents reclassifications out of Accumulated Other Comprehensive Loss:

	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions) (Income) Expense	2014			2013			2014			2013
Component of AOCL	Amount Reclassified from AOCL						Amount Reclassified from AOCL						Affected Line Item in the Consolidated Statements of Operations
Foreign Currency Translation Adjustment, before tax	$	4		$	—		$	2		$	1		Other Expense
Tax effect	—			—			—			—			United States and Foreign Taxes
Minority interest	—			—			—			—			Minority Shareholders' Net Income
Net of tax	$	4		$	—		$	2		$	1		Goodyear Net Income
Amortization of prior service cost and unrecognized gains and losses	$	27		$	55		$	87		$	182		Total Benefit Cost
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures	1			1			43			2			Total Benefit Cost
Unrecognized Net Actuarial Losses and Prior Service Costs, before tax	$	28		$	56		$	130		$	184
Tax effect	(2		)	(1		)	(5		)	(8		)	United States and Foreign Taxes
Minority interest	(1		)	(2		)	(7		)	(6		)	Minority Shareholders' Net Income
Net of tax	$	25		$	53		$	118		$	170		Goodyear Net Income
Deferred Derivative (Gains) Losses, before tax	$	—		$	1		$	1		$	3		Cost of Goods Sold
Tax effect	—			—			—			(1		)	United States and Foreign Taxes
Minority interest	1			—			—			—			Minority Shareholders' Net Income
Net of tax	$	1		$	1		$	1		$	2		Goodyear Net Income
Total reclassifications	$	30		$	54		$	121		$	173		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. 9, Pension, Savings and Other Postretirement Benefit Plans in this Form 10-Q and No. 16, Pension, Other Postretirement Benefits and Savings Plans, in our 2013 Form 10-K.

- 27-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 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 (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.

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-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Condensed Consolidating Balance Sheet
	September 30, 2014
(In millions)	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	471	$	61	$	1,212	$	—		$	1,744
Accounts Receivable	840		249		1,932		—			3,021
Accounts Receivable From Affiliates	—		770		—		(770		)	—
Inventories	1,299		153		1,522		(50		)	2,924
Prepaid Expenses and Other Current Assets	79		9		265		5			358
Total Current Assets	2,689		1,242		4,931		(815		)	8,047
Goodwill	—		24		481		118			623
Intangible Assets	110		—		25		—			135
Deferred Income Taxes	—		20		76		9			105
Other Assets	287		101		266		—			654
Investments in Subsidiaries	4,401		412		—		(4,813		)	—
Property, Plant and Equipment	2,246		128		4,745		(27		)	7,092
Total Assets	$	9,733	$	1,927	$	10,524	$	(5,528	)	$	16,656
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	869	$	202	$	1,756	$	—		$	2,827
Accounts Payable to Affiliates	646		—		124		(770		)	—
Compensation and Benefits	372		32		370		—			774
Other Current Liabilities	314		29		696		(3		)	1,036
Notes Payable and Overdrafts	—		—		38		—			38
Long Term Debt and Capital Leases Due Within One Year	6		—		92		—			98
Total Current Liabilities	2,207		263		3,076		(773		)	4,773
Long Term Debt and Capital Leases	4,375		—		2,344		—			6,719
Compensation and Benefits	486		116		705		—			1,307
Deferred and Other Noncurrent Income Taxes	67		6		177		(7		)	243
Other Long Term Liabilities	736		31		149		—			916
Total Liabilities	7,871		416		6,451		(780		)	13,958
Commitments and Contingent Liabilities
Minority Shareholders’ Equity	—		—		398		197			595
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Common Stock	275		—		—		—			275
Other Equity	1,587		1,511		3,434		(4,945		)	1,587
Goodyear Shareholders’ Equity	1,862		1,511		3,434		(4,945		)	1,862
Minority Shareholders’ Equity — Nonredeemable	—		—		241		—			241
Total Shareholders’ Equity	1,862		1,511		3,675		(4,945		)	2,103
Total Liabilities and Shareholders’ Equity	$	9,733	$	1,927	$	10,524	$	(5,528	)	$	16,656

- 29-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Condensed Consolidating Balance Sheet
	December 31, 2013
(In millions)	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	1,269	$	94	$	1,633	$	—		$	2,996
Accounts Receivable	872		203		1,360		—			2,435
Accounts Receivable From Affiliates	—		733		—		(733		)	—
Inventories	1,099		155		1,599		(37		)	2,816
Prepaid Expenses and Other Current Assets	68		10		315		4			397
Total Current Assets	3,308		1,195		4,907		(766		)	8,644
Goodwill	—		24		517		127			668
Intangible Assets	111		—		27		—			138
Deferred Income Taxes	—		24		121		12			157
Other Assets	288		101		211		—			600
Investments in Subsidiaries	4,325		386		—		(4,711		)	—
Property, Plant and Equipment	2,242		140		4,964		(26		)	7,320
Total Assets	$	10,274	$	1,870	$	10,747	$	(5,364	)	$	17,527
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	833	$	210	$	2,054	$	—		$	3,097
Accounts Payable to Affiliates	275		—		458		(733		)	—
Compensation and Benefits	373		33		352		—			758
Other Current Liabilities	347		34		713		(11		)	1,083
Notes Payable and Overdrafts	—		—		14		—			14
Long Term Debt and Capital Leases Due Within One Year	8		—		65		—			73
Total Current Liabilities	1,836		277		3,656		(744		)	5,025
Long Term Debt and Capital Leases	4,377		—		1,785		—			6,162
Compensation and Benefits	1,613		129		931		—			2,673
Deferred and Other Noncurrent Income Taxes	65		11		188		(8		)	256
Other Long Term Liabilities	777		32		157		—			966
Total Liabilities	8,668		449		6,717		(752		)	15,082
Commitments and Contingent Liabilities
Minority Shareholders’ Equity	—		—		361		216			577
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Preferred Stock	500		—		—		—			500
Common Stock	248		—		—		—			248
Other Equity	858		1,421		3,407		(4,828		)	858
Goodyear Shareholders’ Equity	1,606		1,421		3,407		(4,828		)	1,606
Minority Shareholders’ Equity — Nonredeemable	—		—		262		—			262
Total Shareholders’ Equity	1,606		1,421		3,669		(4,828		)	1,868
Total Liabilities and Shareholders’ Equity	$	10,274	$	1,870	$	10,747	$	(5,364	)	$	17,527

- 30-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Consolidating Statements of Operations
	Three Months Ended September 30, 2014
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	1,999		$	673		$	3,338		$	(1,353	)	$	4,657
Cost of Goods Sold	1,630			604			2,669			(1,387		)	3,516
Selling, Administrative and General Expense	228			43			383			(1		)	653
Rationalizations	—			—			15			—			15
Interest Expense	83			7			33			(15		)	108
Other (Income) Expense	(14		)	(1		)	32			49			66
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	72			20			206			1			299
United States and Foreign Taxes	6			5			88			1			100
Equity in Earnings of Subsidiaries	95			21			—			(116		)	—
Net Income (Loss)	161			36			118			(116		)	199
Less: Minority Shareholders’ Net Income (Loss)	—			—			38			—			38
Goodyear Net Income (Loss) available to Common Shareholders	$	161		$	36		$	80		$	(116	)	$	161
Comprehensive Income (Loss)	$	72		$	34		$	(22	)	$	(25	)	$	59
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			4			(17		)	(13		)
Goodyear Comprehensive Income (Loss)	$	72		$	34		$	(26	)	$	(8	)	$	72

	Consolidating Statements of Operations
	Three Months Ended September 30, 2013
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Net Sales	$	2,131		$	676		$	3,246	$	(1,051	)	$	5,002
Cost of Goods Sold	1,810			605			2,620		(1,089		)	3,946
Selling, Administrative and General Expense	241			43			409		(7		)	686
Rationalizations	1			1			19		—			21
Interest Expense	82			7			28		(17		)	100
Other (Income) Expense	(77		)	(2		)	1		78			—
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	74			22			169		(16		)	249
United States and Foreign Taxes	7			7			41		(1		)	54
Equity in Earnings of Subsidiaries	106			10			—		(116		)	—
Net Income (Loss)	173			25			128		(131		)	195
Less: Minority Shareholders’ Net Income (Loss)	—			—			22		—			22
Goodyear Net Income (Loss)	173			25			106		(131		)	173
Less: Preferred Stock Dividends	7			—			—		—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	166		$	25		$	106	$	(131	)	$	166
Comprehensive Income (Loss)	$	241		$	23		$	164	$	(146	)	$	282
Less: Comprehensive Income (Loss) Attributable to Minority Interest	—			—			33		8			41
Goodyear Comprehensive Income (Loss)	$	241		$	23		$	131	$	(154	)	$	241

- 31-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Consolidating Statements of Operations
	Nine Months Ended September 30, 2014
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Net Sales	$	5,864		$	1,927		$	9,361	$	(3,370	)	$	13,782
Cost of Goods Sold	4,808			1,734			7,461		(3,437		)	10,566
Selling, Administrative and General Expense	679			126			1,219		(6		)	2,018
Rationalizations	(1		)	—			81		—			80
Interest Expense	249			20			92		(46		)	315
Other (Income) Expense	(60		)	(10		)	170		142			242
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	189			57			338		(23		)	561
United States and Foreign Taxes	15			13			139		1			168
Equity in Earnings of Subsidiaries	149			37			—		(186		)	—
Net Income (Loss)	323			81			199		(210		)	393
Less: Minority Shareholders’ Net Income (Loss)	—			—			70		—			70
Goodyear Net Income (Loss)	323			81			129		(210		)	323
Less: Preferred Stock Dividends	7			—			—		—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	316		$	81		$	129	$	(210	)	$	316
Comprehensive Income (Loss)	$	352		$	96		$	153	$	(211	)	$	390
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			57		(19		)	38
Goodyear Comprehensive Income (Loss)	$	352		$	96		$	96	$	(192	)	$	352

	Consolidating Statements of Operations
	Nine Months Ended September 30, 2013
(In millions)	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Net Sales	$	6,212		$	2,024	$	9,664	$	(3,151	)	$	14,749
Cost of Goods Sold	5,255			1,813		7,956		(3,292		)	11,732
Selling, Administrative and General Expense	695			127		1,212		(12		)	2,022
Rationalizations	6			2		33		—			41
Interest Expense	233			22		82		(50		)	287
Other (Income) Expense	(204		)	2		99		215			112
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	227			58		282		(12		)	555
United States and Foreign Taxes	14			41		100		(19		)	136
Equity in Earnings of Subsidiaries	181			—		—		(181		)	—
Net Income (Loss)	394			17		182		(174		)	419
Less: Minority Shareholders’ Net Income (Loss)	—			—		25		—			25
Goodyear Net Income (Loss)	394			17		157		(174		)	394
Less: Preferred Stock Dividends	22			—		—		—			22
Goodyear Net Income (Loss) available to Common Shareholders	$	372		$	17	$	157	$	(174	)	$	372
Comprehensive Income (Loss)	$	591		$	39	$	111	$	(122	)	$	619
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—		23		5			28
Goodyear Comprehensive Income (Loss)	$	591		$	39	$	88	$	(127	)	$	591

- 32-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Condensed Consolidating Statement of Cash Flows
	Nine Months Ended September 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	$	(957	)	$	(11	)	$	71		$	(42	)	$	(939	)
Cash Flows from Investing Activities:
Capital Expenditures	(203		)	(14		)	(420		)	3			(634		)
Asset Dispositions	2			1			3			—			6
Decrease (Increase) in Restricted Cash	—			—			6			—			6
Short Term Securities Acquired	—			—			(72		)	—			(72		)
Short Term Securities Redeemed	—			—			82			—			82
Capital Contributions and Loans Incurred	(211		)	—			(452		)	663			—
Capital Redemptions and Loans Paid	459			—			244			(703		)	—
Other Transactions	1			—			6			—			7
Total Cash Flows from Investing Activities	48			(13		)	(603		)	(37		)	(605		)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	23			—			52			(23		)	52
Short Term Debt and Overdrafts Paid	—			(6		)	(41		)	23			(24		)
Long Term Debt Incurred	501			—			1,238			—			1,739
Long Term Debt Paid	(507		)	—			(547		)	—			(1,054		)
Common Stock Issued	41			—			—			—			41
Common Stock Repurchased	(97		)	—			—			—			(97		)
Common Stock Dividends Paid	(43		)	—			—			—			(43		)
Preferred Stock Dividends Paid	(15		)	—			—			—			(15		)
Capital Contributions and Loans Incurred	452			—			211			(663		)	—
Capital Redemptions and Loans Paid	(244		)	—			(459		)	703			—
Intercompany Dividends Paid	—			—			(39		)	39			—
Transactions with Minority Interests in Subsidiaries	—			—			(36		)	—			(36		)
Total Cash Flows from Financing Activities	111			(6		)	379			79			563
Effect of Exchange Rate Changes on Cash and Cash Equivalents	—			(3		)	(268		)	—			(271		)
Net Change in Cash and Cash Equivalents	(798		)	(33		)	(421		)	—			(1,252		)
Cash and Cash Equivalents at Beginning of the Period	1,269			94			1,633			—			2,996
Cash and Cash Equivalents at End of the Period	$	471		$	61		$	1,212		$	—		$	1,744

- 33-

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Condensed Consolidating Statement of Cash Flows
	Nine Months Ended September 30, 2013
(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	$	(362	)	$	(34	)	$	135		$	(37	)	$	(298	)
Cash Flows from Investing Activities:
Capital Expenditures	(132		)	(12		)	(600		)	10			(734		)
Asset Dispositions	2			—			6			—			8
Decrease (Increase) in Restricted Cash	—			—			3			—			3
Short Term Securities Acquired	—			—			(89		)	—			(89		)
Short Term Securities Redeemed	—			—			81			—			81
Capital Contributions and Loans Incurred	(61		)	—			(170		)	231			—
Capital Redemptions and Loans Paid	214			—			364			(578		)	—
Other Transactions	—			—			6			—			6
Total Cash Flows from Investing Activities	23			(12		)	(399		)	(337		)	(725		)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	—			(11		)	94			(53		)	30
Short Term Debt and Overdrafts Paid	(53		)	—			(89		)	53			(89		)
Long Term Debt Incurred	900			—			1,252			—			2,152
Long Term Debt Paid	(8		)	—			(652		)	—			(660		)
Common Stock Issued	16			—			—			—			16
Common Stock Repurchased	(1		)	—			—			—			(1		)
Preferred Stock Dividends Paid	(22		)	—			—			—			(22		)
Capital Contributions and Loans Incurred	170			58			3			(231		)	—
Capital Redemptions and Loans Paid	(364		)	—			(214		)	578			—
Intercompany Dividends Paid	—			—			(27		)	27			—
Transactions with Minority Interests in Subsidiaries	—			—			(10		)	—			(10		)
Debt Related Costs and Other Transactions	(16		)	—			—			—			(16		)
Total Cash Flows from Financing Activities	622			47			357			374			1,400
Effect of Exchange Rate Changes on Cash and Cash Equivalents	—			(2		)	(156		)	—			(158		)
Net Change in Cash and Cash Equivalents	283			(1		)	(63		)	—			219
Cash and Cash Equivalents at Beginning of the Period	802			68			1,411			—			2,281
Cash and Cash Equivalents at End of the Period	$	1,085		$	67		$	1,348		$	—		$	2,500

- 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 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 50 manufacturing facilities in 22 countries, including the United States. We operate our business through four operating segments representing our regional tire businesses: North America; Europe, Middle East and Africa (“EMEA”); Latin America; and Asia Pacific.

In the third quarter of 2014, we experienced increasingly challenging global economic conditions. Tire unit shipments decreased 1.6% compared to the third quarter of 2013, driven by declines in North American consumer replacement sales, due primarily to the impact of customers building inventory of certain imported tires in advance of potential tariffs being imposed in 2015, and in Latin American original equipment sales, due primarily to continued lower vehicle production in Brazil. In the third quarter of 2014, we realized approximately $135 million of cost savings, including raw materials cost saving measures of approximately $71 million, which exceeded the impact of general inflation. Despite the challenges we faced, our total segment operating income increased 20.7% to $520 million in the third quarter of 2014, including segment operating income of $210 million in North America and $181 million in EMEA.

In the first quarter of 2014, we closed one of our manufacturing facilities in Amiens, France. We expect annualized cost savings of approximately $75 million following closure of the Amiens facility and exit of the farm tire business in EMEA. We realized savings of $37 million in the first nine months of 2014 and expect total savings of approximately $50 million in 2014. We expect to exit the remainder of the farm tire business in EMEA through the first quarter of 2015.

In the first quarter of 2014, we made contributions of $1,167 million to fully fund our hourly U.S. pension plans and, 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.

Net sales in the third quarter of 2014 were $4,657 million, compared to $5,002 million in the third quarter of 2013. Net sales decreased in the third quarter of 2014 due to unfavorable foreign currency translation, primarily in Latin America, a decline in price and product mix, primarily in EMEA, as a result of the impact of lower raw material costs on pricing, and lower volume, primarily in North America. Product mix was also negatively impacted by lower off-the-road ("OTR") tire sales.

In the third quarter of 2014, Goodyear net income was $161 million, compared to $173 million in the third quarter of 2013. In the third quarter of 2014, Goodyear net income available to common shareholders was $161 million, or $0.58 per share, compared to $166 million, or $0.62 per share, in the third quarter of 2013. The decrease in Goodyear net income in the third quarter of 2014 compared to the third quarter of 2013 was primarily driven by discrete tax charges in the third quarter of 2014, primarily due to the establishment of valuation allowances on the deferred tax assets of our Venezuelan and Brazilian subsidiaries, and unfavorable foreign currency exchange losses, partially offset by improved segment operating income.

Our total segment operating income for the third quarter of 2014 was $520 million, compared to $431 million in the third quarter of 2013. The $89 million increase in segment operating income was due primarily to a decline in raw material costs of $169 million, which more than offset the effects of lower price and product mix of $112 million, lower conversion costs of $54 million and lower selling, administrative and general ("SAG") expense of $11 million. These improvements were partially offset by unfavorable foreign currency translation of $31 million and lower tire volume of $16 million. See "Results of Operations — Segment Information” for additional information.

Net sales were $13,782 million in the first nine months of 2014, compared to $14,749 million in the first nine months of 2013. Net sales decreased in the first nine months of 2014 due to lower sales in other tire-related businesses, primarily third-party chemical sales in North America, a decline in price and product mix, primarily in EMEA, as a result of the impact of lower raw material costs on pricing, and unfavorable foreign currency translation, primarily in Latin America. Product mix was also negatively impacted by lower OTR tire sales. These decreases were partially offset by higher volume in EMEA and Asia Pacific.

In the first nine months of 2014, Goodyear net income was $323 million, compared to $394 million in the first nine months of 2013. In the first nine months of 2014, Goodyear net income available to common shareholders was $316 million, or $1.15 per share, compared to $372 million, or $1.43 per share, in the first nine months of 2013. The decrease in Goodyear net income in the first nine months of 2014 compared to the first nine months of 2013 was driven by discrete tax charges in 2014, primarily due to the establishment of valuation allowances on the net deferred tax assets of our Venezuelan and Brazilian subsidiaries; an increased net remeasurement loss resulting from devaluations of the Venezuelan bolivar fuerte as well as higher foreign currency exchange losses in Venezuela; higher net rationalization charges, primarily related to the closure of one of our manufacturing facilities in Amiens, France; pension curtailment and settlement charges in 2014 related to plans in North America and EMEA; and increased interest expense, partially offset by improved segment operating income.

- 35-

Our total segment operating income for the first nine months of 2014 was $1,353 million, compared to $1,161 million in the first nine months of 2013. The $192 million increase in segment operating income was due primarily to a decline in raw material costs of $444 million, primarily in EMEA and North America, which more than offset the effects of lower price and product mix of $295 million, and lower conversion costs of $134 million. These improvements were partially offset by unfavorable foreign currency translation of $60 million, primarily in Latin America, and higher SAG expenses of $39 million, also primarily in Latin America. See "Results of Operations — Segment Information” for additional information.

At September 30, 2014, we had $1,744 million of Cash and cash equivalents as well as $1,982 million of unused availability under our various credit agreements, compared to $2,996 million and $2,726 million, respectively, at December 31, 2013. Cash and cash equivalents decreased by $1,252 million from December 31, 2013 due primarily to contributions of $1,167 million, including discretionary contributions of $907 million, to fully fund our hourly U.S. pension plans in the first quarter of 2014. See "Liquidity and Capital Resources" for additional information.

For 2014, we now expect our full-year tire unit volume will be flat to up 1% compared to 2013; we now expect cost savings to more than offset general inflation and additional expenditures for advertising, marketing and research and development by $130 million to $150 million; and we continue to expect a favorable impact from changes in unabsorbed fixed costs of $50 million to $75 million, albeit towards the middle of that range. At current spot rates, we expect foreign currency translation to negatively affect segment operating income by approximately $100 million in 2014 as compared to 2013.

Based on current raw material spot prices, for the full year of 2014, we continue to expect our raw material costs will be approximately 5% lower than 2013 and net raw material costs and price and product mix to be slightly negative in 2014, primarily due to the negative mix impact of reduced OTR tire sales.

For 2015, we expect our full-year tire unit volume will be up 1% to 2% compared to 2014; we expect cost savings to more than offset general inflation; and we expect our raw material costs will remain at current levels or decline slightly and that net raw material costs and price and product mix will be positive compared to 2014. We also expect foreign currency translation to negatively affect segment operating income in 2015 as compared to 2014, consistent with the level of negative impact expected in 2014 as compared to 2013.

See “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 September 30, 2014 and 2013

Net sales in the third quarter of 2014 were $4,657 million, decreasing $345 million, or 6.9%, from $5,002 million in the third quarter of 2013. Goodyear net income was $161 million in the third quarter of 2014, compared to $173 million in the third quarter of 2013. Goodyear net income available to common shareholders was $161 million, or $0.58 per share, in the third quarter of 2014, compared to $166 million, or $0.62 per share, in the third quarter of 2013.

Net sales decreased in the third quarter of 2014, due primarily to unfavorable foreign currency translation of $137 million, primarily in Latin America, a decline in price and product mix of $95 million, primarily in EMEA, as a result of the impact of lower raw material costs on pricing, lower volume of $72 million, primarily in North America, and lower sales in other tire-related businesses of $44 million, primarily third-party chemical sales in North America. Product mix was also negatively impacted by lower OTR tire sales.

Worldwide tire unit sales in the third quarter of 2014 were 41.9 million units, decreasing 0.7 million units, or 1.6%, from 42.6 million units in the third quarter of 2013. The decrease in units was driven primarily by North America. Replacement tire volume decreased 0.3 million units, or 0.9%, primarily due to a 0.4 million unit decline in North America. Original equipment ("OE") tire volume decreased 0.4 million units, or 3.3%, primarily in Latin America.

Cost of goods sold (“CGS”) in the third quarter of 2014 was $3,516 million, decreasing $430 million, or 10.9%, from $3,946 million in the third quarter of 2013. CGS decreased due to lower raw material costs of $169 million, primarily in EMEA, favorable foreign currency translation of $93 million, primarily in Latin America, and lower costs in other tire-related businesses of $57 million. CGS also benefited from lower volume of $56 million and lower conversion costs of $54 million, in EMEA and North America. Conversion costs were favorably impacted by lower under-absorbed fixed overhead costs of approximately $14 million due to higher production volume in EMEA, partially offset by lower production volume in Latin America. These decreases were partially offset by increases in product mix-related manufacturing costs of $17 million. CGS in the third quarter of 2014 included pension expense of $25 million, which decreased from $53 million in the third quarter of 2013, due primarily to lower amortization resulting from 2013 actuarial gains related to our North American plans and the freeze of our hourly U.S. pension plans.

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CGS in the third quarter of 2013 included accelerated depreciation of $5 million ($4 million after-tax and minority) primarily related to the closure of one of our manufacturing facilities in Amiens, France. CGS was 75.5% of sales in the third quarter of 2014 compared to 78.9% in the third quarter of 2013. CGS also included savings from rationalization plans of $20 million, of which $16 million related to the closure of one of our manufacturing facilities in Amiens, France.

SAG in the third quarter of 2014 was $653 million, decreasing $33 million, or 4.8%, from $686 million in the third quarter of 2013. SAG decreased primarily due to lower incentive compensation costs of $34 million. SAG was 14.0% of sales in the third quarter of 2014, compared to 13.7% in the third quarter of 2013. SAG in the third quarter of 2014 included pension expense of $12 million, compared to $14 million in 2013, primarily related to North America. SAG also included savings from rationalization plans of $3 million.

We recorded net rationalization charges of $15 million ($9 million after-tax and minority) in the third quarter of 2014. Rationalization actions initiated in the third quarter of 2014 primarily consisted of SAG headcount reductions in EMEA. In addition, Latin America also initiated a plan to reduce manufacturing headcount. We recorded net rationalization charges of $21 million ($15 million after-tax and minority) in the third quarter of 2013. Rationalization actions initiated in the third quarter of 2013 primarily consisted of manufacturing headcount reductions in EMEA and SAG headcount reductions in Asia Pacific and EMEA.

Interest expense in the third quarter of 2014 was $108 million, increasing $8 million, or 8.0%, from $100 million in the third quarter of 2013. Interest expense increased due to higher average debt balances of $6,809 million in the third quarter of 2014 compared to $6,536 million in the third quarter of 2013 and higher average interest rates of 6.35% in the third quarter of 2014 compared to 6.12% in the third quarter of 2013.

Other Expense in the third quarter of 2014 was $66 million of expense, a change of $66 million from the third quarter of 2013. Other Expense included net foreign currency exchange losses in the third quarter of 2014 of $31 million, primarily in Venezuela, compared to net gains of $2 million in the third quarter of 2013. Net foreign currency exchange losses in the third quarter of 2014 included the derecognition of $5 million ($5 million after-tax and minority) of the subsidy receivable in Venezuela, due to the official exchange rate for settling purchases of certain finished goods changing from 6.3 bolivares fuertes to the U.S. dollar to the SICAD I rate, and foreign currency exchange gains of $7 million ($7 million after-tax and minority) to reduce foreign currency exchange losses previously recorded in the first quarter of 2014 on the deferred tax assets of our Venezuelan subsidiary, in conjunction with establishing a valuation allowance on those deferred tax assets.

Other Expense also included miscellaneous expense of $20 million in the third quarter of 2014 compared to $3 million in the third quarter of 2013. Miscellaneous expense in the third quarter of 2014 included charges of $3 million ($3 million after-tax and minority) for labor claims related to a previously closed facility in EMEA and charges of $16 million ($16 million after-tax and minority) related to a government investigation involving our compliance with the U.S. Foreign Corrupt Practices Act in certain countries in Africa. Other Expense in the third quarter of 2014 included net losses on asset sales of $7 million ($6 million after-tax and minority) compared to net gains on asset sales of $3 million ($2 million after-tax and minority) in the third quarter of 2013.

Tax expense in the third quarter of 2014 was $100 million on income before income taxes of $299 million. Income tax expense in the third quarter of 2014 was unfavorably impacted by $47 million ($47 million after minority interest) of discrete tax adjustments, including $37 million to establish valuation allowances on the net deferred tax assets of our Venezuelan and Brazilian subsidiaries, due to continuing operating losses and currency devaluations in Venezuela, as well as $11 million due to a recently enacted law change in Chile. In the third quarter of 2013, we recorded tax expense of $54 million on income before income taxes of $249 million. In addition to the discrete items noted above, the differences between our effective tax rate and the U.S. statutory rate in both years were primarily attributable to continuing to maintain a full valuation allowance on our U.S. and certain foreign deferred tax assets. In 2013, the difference between our effective tax rate and the U.S. statutory rate was also attributable to charges that are not deductible for tax purposes related to the devaluation of the bolivar fuerte in Venezuela.

Minority shareholders’ net income in the third quarter of 2014 was $38 million, compared to $22 million in 2013. The increasewas due primarily to increased earnings in our joint venture in Europe.

Nine Months Ended September 30, 2014 and 2013

Net sales in the first nine months of 2014 were $13,782 million, decreasing $967 million, or 6.6%, from $14,749 million in the first nine months of 2013. Goodyear net income was $323 million in the first nine months of 2014, compared to $394 million in the first nine months of 2013. Goodyear net income available to common shareholders was $316 million, or $1.15 per share, in the first nine months of 2014, compared to $372 million, or $1.43 per share, in the first nine months of 2013.

Net sales decreased in the first nine months of 2014, due primarily to lower sales in other tire-related businesses of $394 million, primarily in North America due to a decrease in the volume of third-party chemical sales, a decline in price and product mix of $339 million, primarily in EMEA, as a result of the impact of lower raw material costs on pricing, and unfavorable foreign currency of $315 million, primarily in Latin America. Product mix was also negatively impacted by lower OTR tire sales. These declines were partially offset by higher tire volume of $78 million related to EMEA and Asia Pacific, while volume in Latin America and North America decreased.

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Worldwide tire unit sales in the first nine months of 2014 were 122.5 million units, increasing 0.9 million units, or 0.7%, from 121.6 million units in the first nine months of 2013. The increase in units was driven by EMEA and Asia Pacific, partially offset by decreases in Latin America and North America. Replacement tire volume increased 2.0 million units, or 2.4%, primarily in EMEA and Latin America. OE tire volume decreased 1.1 million units, or 3.0%, primarily in Latin America and North America, partially offset by increases in Asia Pacific and EMEA.

CGS in the first nine months of 2014 was $10,566 million, decreasing $1,166 million, or 9.9%, from $11,732 million in the first nine months of 2013. CGS decreased due to lower raw material costs of $444 million, primarily in EMEA and North America, lower costs in other tire-related businesses of $409 million, primarily in North America due to a decrease in the volume of third-party chemical sales, favorable foreign currency translation of $225 million, primarily in Latin America, and lower conversion costs of $134 million. These decreases were partially offset by higher volume of $72 million. Conversion costs were favorably impacted by lower under-absorbed fixed overhead costs of approximately $82 million due to higher production volume, primarily in EMEA, partially offset by lower production volume in Latin America. CGS in the first nine months of 2014 included pension expense of $103 million, excluding the pension curtailment and settlement charges described below, which decreased from $172 million in the first nine months of 2013, due primarily to lower amortization resulting from 2013 actuarial gains related to our North American plans and the freeze of our hourly U.S. pension plans.

CGS in the first nine months of 2014 included a pension curtailment loss of $33 million ($32 million after-tax and minority) as a result of the accrual freeze to pension plans in North America and a pension settlement loss of $5 million ($4 million after-tax and minority) related to lump sum payments to settle certain liabilities for our U.K. pension plans. The first nine months of 2014 also included accelerated depreciation of $3 million ($2 million after-tax and minority) primarily related to property and equipment in one of our manufacturing facilities in the U.K. compared to $15 million ($12 million after-tax and minority) in the first nine months of 2013, primarily related to the closure of one of our manufacturing facilities in Amiens, France. CGS was 76.7% of sales in the first nine months of 2014 compared to 79.5% in the first nine months of 2013. CGS also included savings from rationalization plans of $51 million, of which $37 million related to the closure of one of our manufacturing facilities in Amiens, France.

SAG in the first nine months of 2014 was $2,018 million, decreasing $4 million, or 0.2%, from $2,022 million in the first nine months of 2013. The decrease in SAG was due to favorable foreign currency translation of $30 million and lower incentive compensation costs of $27 million, mostly offset by inflationary cost increases in wages and benefits and other costs. SAG was 14.6% of sales in the first nine months of 2014, compared to 13.7% in the first nine months of 2013. SAG in the first nine months of 2014 included pension expense of $39 million, compared to $46 million in 2013, primarily related to North America. SAG also included savings from rationalization plans of $10 million.

We recorded net rationalization charges of $80 million ($56 million after-tax and minority) in the first nine months of 2014. Net rationalization charges include charges of $63 million for associate severance and idle plant costs, partially offset by pension curtailment gains of $22 million, related to the closure of one of our manufacturing facilities in Amiens, France. Rationalization actions initiated in the first nine months of 2014 primarily consisted of manufacturing headcount reductions related to EMEA's plans to improve operating efficiency. In addition, EMEA, Latin America and Asia Pacific also initiated plans to reduce SAG headcount. We recorded net rationalization charges of $41 million ($30 million after-tax and minority) in the first nine months of 2013. Rationalization actions initiated in 2013 primarily consisted of manufacturing reductions in EMEA and Latin America and SAG headcount reductions in Asia Pacific and EMEA.

Interest expense in the first nine months of 2014 was $315 million, increasing $28 million, or 9.8%, from $287 million in the first nine months of 2013. Interest expense increased due to higher average debt balances of $6,811 million in the first nine months of 2014 compared to $6,308 million in the first nine months of 2013 and higher average interest rates of 6.32% in the first nine months of 2014 compared to 6.07% in the first nine months of 2013. Interest expense in the first nine months of 2014 was favorably impacted by $8 million related to interest recovered on the settlement of indirect tax claims in Latin America.

Other Expense in the first nine months of 2014 was $242 million of expense, increasing $130 million, or 116.1%, from $112 million of expense in the first nine months of 2013. The increase in Other Expense reflects higher net foreign currency exchange losses, which were $182 million in the first nine months of 2014 compared to $116 million in the first nine months of 2013. The increase was due primarily to net remeasurement losses resulting from devaluations of the Venezuelan bolivar fuerte against the U.S. dollar of $155 million ($130 million after-tax and minority) in 2014 compared to $115 million ($92 million after-tax and minority) in 2013. 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 Expense also increased due to higher miscellaneous expense of $39 million in the first nine months of 2014 compared to $6 million in the first nine months of 2013. Miscellaneous expense in 2014 and 2013 included charges of $20 million ($20 million after-tax and minority) and $6 million ($6 million after-tax and minority), respectively, relating to labor claims for a previously closed facility in EMEA. Miscellaneous expense for the nine months ended September 30, 2014 also included charges of $16 million ($16 million after-tax and minority) related to a government investigation involving our compliance with the U.S. Foreign Corrupt Practices Act in certain countries in Africa. Other Expense reflected higher charges of $21 million in the first nine months

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of 2014 related to general and product liability — discontinued products, which included charges for claims against us related primarily to asbestos personal injury claims, net of probable insurance recoveries, compared to $12 million in the first nine months of 2013. Other Expense in the first nine months of 2014 included net losses on asset sales of $4 million ($4 million after-tax and minority) compared to net gains of $6 million ($5 million after-tax and minority) in the first nine months of 2013. Other expense reflected a decrease in royalty income in the first nine months of 2014 to $27 million from $39 million in the first nine months of 2013, due primarily to a one-time royalty of $8 million related to chemical operations included in the first nine months of 2013, and interest income of $23 million for the first nine months of 2014, compared to interest income of $18 million in the first nine months of 2013. Interest income in the first nine months of 2014 included $9 million earned on the settlement of indirect tax claims in Latin America.

A substantial portion of royalty income results from the amortization of deferred revenue from prepaid trademark licensing royalties associated with the sale of our former Engineered Products business to The Carlyle Group in 2007. In the first quarter of 2014, The Carlyle Group announced that it has entered into an agreement to sell that business to Continental AG. If that transaction is consummated, we expect to terminate the licensing agreement and recognize the unamortized balance of the deferred revenue, which would result in a one-time gain. The unamortized balance at September 30, 2014 was approximately $170 million. Royalty income would also then be reduced by approximately $12 million per year.

Tax expense in the first nine months of 2014 was $168 million on income before income taxes of $561 million. Income tax expense in the first nine months of 2014 was unfavorably impacted by $47 million ($47 million after minority interest) of discrete tax adjustments, including $37 million to establish valuation allowances on the net deferred tax assets of our Venezuelan and Brazilian subsidiaries, due to continuing operating losses and currency devaluations in Venezuela, as well as $11 million due to a recently enacted law change in Chile. In the first nine months of 2013, we recorded tax expense of $136 million on income before income taxes of $555 million. Income tax expense in the first nine months of 2013 was favorably impacted by $5 million ($6 million after minority interest) due primarily to the enactment of tax law changes. In addition to these discrete items, the differences between our effective tax rate and the U.S. statutory rate in both years were primarily attributable to the full valuation allowance on our U.S. and certain foreign deferred tax assets and charges that are not deductible for tax purposes related to the devaluation of the bolivar fuerte in Venezuela.

At January 1, 2014, our valuation allowance on our U.S. deferred tax assets was approximately $2,400 million. Since 2002, Goodyear has maintained a full valuation allowance on its U.S. net deferred tax asset position. Each reporting period we assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. A significant piece of objective negative evidence that we evaluate is the cumulative losses incurred in recent periods. Through 2012, our history of U.S. operating losses limited the weight we applied to other subjective evidence such as our projections for future profitability. 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 our U.S. operating losses 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.

Our conclusion to maintain a full valuation allowance on our U.S. deferred tax assets considered the following recent positive evidence. Throughout 2013 and the first nine months of 2014, we delivered U.S. earnings driven by North America's operating results. During the first quarter of 2014, we fully funded our hourly U.S. pension plans and, 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. Freezing these plans reduces future earnings volatility and enables us to more accurately forecast and deliver sustained profitable U.S. operating results. Profits in the seven most recent quarters now provide us the opportunity to apply greater significance to our forecasts in our assessment of the need to retain a valuation allowance. If we achieve another full year of significant U.S. earnings in 2014 and forecasts for 2015 and beyond show continued profitability, we may have sufficient evidence to release all or a significant portion of our U.S. valuation allowance on our U.S. deferred tax assets during 2014. We believe it is reasonably possible that this positive evidence will be available. We measure deferred tax assets and liabilities using the enacted tax laws that apply in the years that we anticipate our deferred tax assets and liabilities will be recovered or paid. New U.S. corporate income tax laws enacted prior to a release of our valuation allowance could materially impact the value of our deferred tax assets and would be considered in our assessment of the need for a valuation allowance.

In the periods after which our U.S. valuation allowance is released, we would expect an increase in our effective tax rate as a result of recording tax expense on our U.S. earnings. Until such time that we exhaust our tax credits and tax loss carryforwards, the release of the valuation allowance would not affect our cash tax payments.

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 deferred tax assets. However, it is reasonably possible that sufficient positive evidence required to release all, or a portion, of certain valuation allowances will exist within the next twelve months. This may result in a reduction of the valuation allowance and a one-time tax benefit of up to $105 million ($80 million net of minority interest).

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Minority shareholders’ net income in the first nine months of 2014 was $70 million, compared to $25 million in 2013. The increase was due primarily to increased earnings in our joint venture in Europe.

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.

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 third quarter of 2014 was $520 million, increasing $89 million, or 20.6%, from $431 million in the third quarter of 2013. Total segment operating margin (segment operating income divided by segment sales) in the third quarter of 2014 was 11.2%, compared to 8.6% in the third quarter of 2013. Total segment operating income in the first nine months of 2014 was $1,353 million, increasing $192 million, or 16.5%, from $1,161 million in the first nine months of 2013. Total segment operating margin in the first nine months of 2014 was 9.8%, compared to 7.9% in the first nine months of 2013.

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. 6, Business Segments, for further information and for a reconciliation of total segment operating income to Income before Income Taxes.

North America

	Three Months Ended September 30,											Nine Months Ended September 30,
										Percent											Percent
(In millions)	2014			2013			Change			Change		2014			2013			Change			Change
Tire Units	15.2			15.8			(0.6		)	(3.8	)%	45.1			45.4			(0.3		)	(0.9	)%
Net Sales	$	2,057		$	2,186		$	(129	)	(5.9	)%	$	5,980		$	6,553		$	(573	)	(8.7	)%
Operating Income	210			161			49			30.4	%	574			492			82			16.7	%
Operating Margin	10.2		%	7.4		%						9.6		%	7.5		%

Three Months Ended September 30, 2014 and 2013

North America unit sales in the third quarter of 2014 decreased 0.6 million units, or 3.8%, to 15.2 million units. Replacement tire volume decreased 0.4 million units, or 3.9%, primarily in consumer replacement due to our customers building inventory of certain imported tires in advance of potential tariffs being imposed in 2015, and manufacturing capacity constraints on premium tires. OE tire volume decreased 0.2 million units, or 3.8%.

Net sales in the third quarter of 2014 were $2,057 million, decreasing $129 million, or 5.9%, from $2,186 million in the third quarter of 2013. The decrease was due primarily to lower volume of $61 million and lower sales in our other tire-related businesses of $36 million, driven by a decrease in volume of third-party chemical sales. In addition, net sales declined due to unfavorable foreign currency translation of $20 million and lower price and product mix of $11 million, driven by the impact of lower raw material costs on pricing.

Operating income in the third quarter of 2014 was $210 million, increasing $49 million, or 30.4%, from $161 million in the third quarter of 2013. The increase in operating income was due primarily to lower conversion costs of $32 million and a decline in raw material costs of $54 million, which more than offset the effect of lower price and product mix of $32 million. Operating income was also positively impacted by higher income from our other tire-related businesses of $10 million, primarily in our retail business. These improvements were partially offset by lower volume of $11 million and higher transportation costs of $3 million. The decrease in conversion costs reflects lower labor costs due primarily to prior year one-time charges of $20 million related to our USW agreement and favorable pension costs of $15 million, partially offset by increased profit sharing costs of $8 million.

Operating income in the third quarter of 2013 excluded net gains on asset sales of $2 million and rationalization charges of $1 million.

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Nine Months Ended September 30, 2014 and 2013

North America unit sales in the first nine months of 2014 decreased 0.3 million units, or 0.9%, to 45.1 million units. OE tire volume decreased 0.5 million units, or 4.3%, primarily in consumer OE, due to our OE selectivity strategy. Replacementtire volume increased 0.2 million units, or 0.7%.

Net sales in the first nine months of 2014 were $5,980 million, decreasing $573 million, or 8.7%, from $6,553 million in the first nine months of 2013. The decrease was due primarily to lower sales in our other tire-related businesses of $378 million, driven by a decrease in volume of third-party chemical sales. In addition, net sales declined due to lower price and product mix of $110 million, driven by the impact of lower raw material costs on pricing, unfavorable foreign currency translation of $45 million, and lower tire volume of $40 million.

Operating income in the first nine months of 2014 was $574 million, increasing $82 million, or 16.7%, from $492 million in the first nine months of 2013. The increase in operating income was due primarily to lower conversion costs of $88 million. The decrease in conversion costs included lower pension costs of $47 million, lower labor costs due primarily to prior year one-time charges of $20 million related to our USW agreement and lower under-absorbed overhead of $19 million resulting from higher production volumes, partially offset by increased profit sharing costs of $7 million. Operating income also benefited from a decline in raw material costs of $165 million, which more than offset the effect of lower price and product mix of $131 million. These improvements were partially offset by higher transportation costs of $22 million, increased SAG expenses of $8 million, due primarily to higher allocated corporate costs, and lower volume of $7 million. Conversion costs and SAG expenses included net savings from rationalization plans of $7 million and $1 million, respectively.

Operating income in the first nine months of 2014 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. Operating income in the first nine months of 2013 excluded net rationalization charges of $8 million and net gains on asset sales of $4 million.

Europe, Middle East and Africa

	Three Months Ended September 30,											Nine Months Ended September 30,
										Percent											Percent
(In millions)	2014			2013			Change			Change		2014			2013			Change			Change
Tire Units	16.4			16.7			(0.3		)	(1.3	)%	47.7			46.4			1.3			3.0	%
Net Sales	$	1,618		$	1,752		$	(134	)	(7.6	)%	$	4,874		$	4,936		$	(62	)	(1.3	)%
Operating Income	181			115			66			57.4	%	408			197			211			107.1	%
Operating Margin	11.2		%	6.6		%						8.4		%	4.0		%

Three Months Ended September 30, 2014 and 2013

Europe, Middle East and Africa unit sales in the third quarter of 2014 decreased 0.3 million units, or 1.3%, to 16.4 million units. OE tire volume decreased 0.2 million units, or 3.1%, primarily in our consumer business. Replacement tire volume decreased 0.1 million units, or 0.7%, primarily in our consumer and farm business. Decreased unit volumes primarily reflect increased competition and the timing of winter tire sell-in programs initiated during the second quarter of 2014.

Net sales in the third quarter of 2014 were $1,618 million, decreasing $134 million, or 7.6%, from $1,752 million in the third quarter of 2013. Net sales decreased due primarily to unfavorable price and product mix of $71 million, driven by the impact of lower raw material costs on pricing, unfavorable foreign currency translation of $47 million and lower tire volume of $18 million.

Operating income in the third quarter of 2014 was $181 million, increasing $66 million, or 57.4%, from $115 million in the third quarter of 2013. Operating income increased due primarily to a decline in raw material costs of $86 million, which more than offset the effect of lower price and product mix of $60 million. Operating income was also positively impacted by lower conversion costs of $35 million and net savings of $16 million from the closure of one of our Amiens, France manufacturing facilities. These increases were partially offset by unfavorable foreign currency translation of $8 million and lower tire volume of $5 million. Decreased conversion costs included lower under-absorbed overhead of $23 million resulting from higher production volumes. Conversion costs and SAG included savings from rationalization plans of $4 million and $1 million, respectively.

Operating income in the third quarter of 2014 excluded net rationalization charges of $11 million, net losses on asset sales of $7 million and charges of $3 million related to labor claims with respect to a previously closed facility. Operating income in the third quarter of 2013 excluded net rationalization charges of $9 million, charges of $5 million related to accelerated depreciation at one of our Amiens, France manufacturing facilities, and a charge of $1 million related to labor claims with respect to a previously closed facility.

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Nine Months Ended September 30, 2014 and 2013

Europe, Middle East and Africa unit sales in the first nine months of 2014 increased 1.3 million units, or 3.0%, to 47.7 million units. Replacement tire volume increased 1.0 million units, or 2.9%, and OE tire volume increased 0.3 million units, or 3.1%. Both increases were driven by the consumer business. Increased unit volumes reflect higher industry volumes across EMEA during the first nine months.

Net sales in the first nine months of 2014 were $4,874 million, decreasing $62 million, or 1.3%, from $4,936 million in the first nine months of 2013. Net sales decreased due primarily to unfavorable price and product mix of $226 million, driven by the impact of lower raw material costs on pricing. This decrease was offset by higher tire volume of $142 million and favorable foreign currency translation of $21 million.

Operating income in the first nine months of 2014 was $408 million, increasing $211 million, or 107.1%, from $197 million in the first nine months of 2013. Operating income increased due primarily to a decline in raw material costs of $196 million, which more than offset the effect of lower price and product mix of $128 million. Operating income was also positively impacted by lower conversion costs of $88 million, net savings of $37 million from the closure of one of our Amiens, France manufacturing facilities and higher tire volume of $23 million. Decreased conversion costs included lower under-absorbed overhead of $84 million resulting from higher production volumes. Operating income was negatively impacted by $11 million for a charge related to a commercial tire customer satisfaction program. SAG expenses included net savings from rationalization plans of $6 million.

The exit of our farm tire business in EMEA and closure of one of our Amiens, France manufacturing facilities are expected to improve EMEA operating income by approximately $75 million annually, with savings of approximately $50 million in 2014. The Amiens facility closed in the first quarter of 2014. We expect to exit the remainder of the farm tire business in EMEA through the first quarter of 2015.

Operating income in the first nine months of 2014 excluded net rationalization charges of $69 million, primarily related to the closure of one of our Amiens, France manufacturing facilities, charges of $20 million related to labor claims with respect to a previously closed facility, net losses on asset sales of $7 million and charges for accelerated depreciation of $3 million. Operating income in the first nine months of 2013 excluded charges of $15 million related to accelerated depreciation at one of our Amiens, France manufacturing facilities, net rationalization charges of $15 million, charges of $6 million related to labor claims with respect to a previously closed facility, and net losses on asset sales of $2 million.

Latin America

	Three Months Ended September 30,											Nine Months Ended September 30,
										Percent											Percent
(In millions)	2014			2013			Change			Change		2014			2013			Change			Change
Tire Units	4.3			4.5			(0.2		)	(5.2	)%	12.7			13.5			(0.8		)	(6.2	)%
Net Sales	$	451		$	527		$	(76	)	(14.4	)%	$	1,362		$	1,571		$	(209	)	(13.3	)%
Operating Income	49			89			(40		)	(44.9	)%	150			231			(81		)	(35.1	)%
Operating Margin	10.9		%	16.9		%						11.0		%	14.7		%

Three Months Ended September 30, 2014 and 2013

Latin America unit sales in the third quarter of 2014 decreased 0.2 million units, or 5.2%, to 4.3 million units. OE tire volume decreased 0.3 million units, or 26.5%, driven primarily by weaker consumer OE vehicle production in Brazil and our selective fitment strategy in the consumer OE business. Replacement tire volume increased 0.1 million units, or 4.2%, primarily in our consumer business, due primarily to our volume improvements exceeding increased industry volumes.

Net sales in the third quarter of 2014 were $451 million, decreasing $76 million, or 14.4%, from $527 million in the third quarter of 2013. Net sales decreased due primarily to unfavorable foreign currency translation of $70 million, primarily in Venezuela, and lower tire volume of $25 million. These decreases were partially offset by improved price and product mix of $24 million, including a favorable shift from OE to replacement products.

Operating income in the third quarter of 2014 was $49 million, decreasing $40 million, or 44.9%, from $89 million in the third quarter of 2013. Operating income decreased primarily due to unfavorable foreign currency translation of $18 million, higher conversion costs of $13 million, lower tire volume of $8 million and increased costs of $7 million associated with the expansion of one of our Brazilian manufacturing facilities in 2014. Operating income was also negatively impacted by decreased profits in other-tire-related businesses of $3 million and increased SAG expenses of $3 million. These decreases were partially offset by improved price and product mix of $12 million and lower raw material costs of $3 million. Conversion costs were negatively impacted by higher under-absorbed fixed overhead costs of $6 million due primarily to lower production volume in Venezuela

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and Brazil and overall inflation, including wages and benefits. SAG expenses included savings from rationalization plans of $3 million.

Operating income in both the third quarter of 2014 and 2013 excluded net rationalization charges of $2 million.

Nine Months Ended September 30, 2014 and 2013

Latin America unit sales in the first nine months of 2014 decreased 0.8 million units, or 6.2%, to 12.7 million units. OE tire volume decreased 1.3 million units, or 30.0%, driven primarily by weaker consumer OE vehicle production in Brazil and our selective fitment strategy in the consumer OE business. Replacement tire volume increased 0.5 million units, or 5.0% primarily in our consumer business, driven by volume growth of 0.8 million, or 10.8%, across Latin America, partially offset by a decline of 0.3 million units in Venezuela.

Net sales in the first nine months of 2014 were $1,362 million, decreasing $209 million, or 13.3%, from $1,571 million in the first nine months of 2013. Net sales decreased due primarily to unfavorable foreign currency translation of $234 million, mainly in Venezuela and Brazil, and lower tire volume of $88 million. These decreases were partially offset by improved price and product mix of $114 million, including a favorable shift from OE to replacement products.

Operating income in the first nine months of 2014 was $150 million, decreasing $81 million, or 35.1%, from $231 million in the first nine months of 2013. Operating income decreased primarily due to unfavorable foreign currency translation of $40 million, higher conversion costs of $38 million, increased SAG expenses of $27 million, lower tire volume of $25 million, and costs of $18 million associated with the expansion of one of our Brazilian manufacturing facilities. These decreases were partially offset by improved price and product mix of $52 million and lower raw material costs of $16 million. Conversion costs were negatively impacted by higher under-absorbed fixed overhead costs of $20 million due primarily to lower production volume in Venezuela and Brazil and overall inflation, including wages and benefits. The increase in SAG expenses was due primarily to overall inflation, including wages and benefits, and increased advertising and marketing expenses of $4 million. SAG expenses included savings from rationalization plans of $6 million.

In the first nine 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 Expense and $8 million is included in Interest Expense as a recovery of interest expense.

Operating income in the first nine months of 2014 and 2013 excluded net rationalization charges of $3 million and $4 million, respectively. In addition, foreign currency exchange losses of $155 million and $115 million were excluded from Latin America and total company segment operating income in 2014 and 2013, respectively, related to devaluations of the Venezuelan bolivar fuerte.

Latin America's results for the three and nine months ended September 30, 2014 were negatively impacted by lower operating income from our Venezuelan operations of $16 million and $43 million, respectively, compared to the three and nine months ended September 30, 2013. Venezuela's decline in operating income resulted from a reduction in production levels, changes in the exchange rate applicable to settle certain transactions, and government price and profit margin controls. Latin America's results in the first nine months of 2013 were negatively impacted by the February 2013 devaluation of the Venezuelan bolivar fuerte against the U.S. dollar and labor issues at our Venezuelan manufacturing facility. We do not expect the decline in Venezuela's operating income to continue as we experienced similar negative effects in the fourth quarter of 2013; however, we expect the environment in Venezuela to remain volatile and our outlook assumes no further significant devaluations or production interruptions. For further information see “Note to the Consolidated Financial Statements No. 3, Other Expense,” and “Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” in this Form 10-Q and “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 2013 Form 10-K.

In 2014, costs associated with the expansion of one of our Brazilian manufacturing facilities are expected to negatively impact Latin America's segment operating income by $20 million to $25 million compared to 2013.

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Asia Pacific

	Three Months Ended September 30,											Nine Months Ended September 30,
										Percent											Percent
(In millions)	2014			2013			Change			Change		2014			2013			Change			Change
Tire Units	6.0			5.6			0.4			6.8	%	17.0			16.3			0.7			4.5	%
Net Sales	$	531		$	537		$	(6	)	(1.1	)%	$	1,566		$	1,689		$	(123	)	(7.3	)%
Operating Income	80			66			14			21.2	%	221			241			(20		)	(8.3	)%
Operating Margin	15.1		%	12.3		%						14.1		%	14.3		%

Three Months Ended September 30, 2014 and 2013

Asia Pacific unit sales in the third quarter of 2014 increased 0.4 million units, or 6.8%, to 6.0 million units. Replacement tire volume increased 0.1 million units, or 3.8%, and OE tire volume increased 0.3 million units, or 10.9%. The increase in unit volume was primarily due to growth in China and India, partially offset by a decline in Australia as a result of a continued weak economic environment.

Net sales in the third quarter of 2014 were $531 million, decreasing $6 million, or 1.1%, from $537 million in the third quarter of 2013. Net sales decreased due to lower price and product mix of $37 million, driven primarily by the impact of lower raw material costs on pricing and unfavorable product mix due to lower OTR sales, and lower sales in other tire-related businesses of $2 million, primarily in our retail operations. These decreases were partially offset by higher volumes of $32 million.

Operating income in the third quarter of 2014 was $80 million, increasing $14 million, or 21.2%, from $66 million in the third quarter of 2013. Operating income increased due to lower SAG expenses of $10 million, driven in part by lower incentive compensation costs, higher volume of $8 million, higher income from other tire-related businesses of $4 million and lower start-up expenses for our manufacturing facility in Pulandian, China of $2 million. Operating income was negatively impacted by lower price and product mix of $32 million, driven primarily by the impact of lower raw material costs on pricing and unfavorable product mix due to lower OTR sales. Lower price and product mix was partially offset by the effect of lower raw materials costs of $26 million. Operating income was also negatively impacted by unfavorable foreign currency translation of $3 million.

Operating income in the third quarter of 2014 excluded net rationalization charges of $2 million. Operating income in the third quarter of 2013 excluded net rationalization charges of $9 million, primarily in Australia, and net gains on asset sales of $1 million.

Nine Months Ended September 30, 2014 and 2013

Asia Pacific unit sales in the first nine months of 2014 increased 0.7 million units, or 4.5%, to 17.0 million units. Replacement tire volume increased 0.3 million units, or 3.7%, and OE tire volume increased 0.4 million units, or 5.5%. The increase in unit volume was primarily due to growth in China and India, partially offset by a decline in Australia as a result of a continued weak economic environment.

Net sales in the first nine months of 2014 were $1,566 million, decreasing $123 million, or 7.3%, from $1,689 million in the first nine months of 2013. Net sales decreased due to lower price and product mix of $117 million, driven primarily by the impact of lower raw material costs on pricing and unfavorable product mix due to lower OTR sales, unfavorable foreign currency translation of $57 million, primarily driven by the depreciation of the Australian dollar and Indian rupee, and lower sales in other tire-related businesses of $13 million, primarily in our retail operations. These decreases were partially offset by higher volumes of $64 million.

Operating income in the first nine months of 2014 was $221 million, decreasing $20 million, or 8.3%, from $241 million in the first nine months of 2013. Operating income decreased due primarily to lower price and product mix of $88 million, driven primarily by the impact of lower raw material costs on pricing and unfavorable product mix due to lower OTR sales. Lower price and product mix was partially offset by the effect of lower raw material costs of $67 million. Operating income was also negatively impacted by unfavorable foreign currency translation of $15 million and lower insurance recoveries of $7 million related to the fourth quarter 2011 Thailand flood and higher conversion costs of $4 million. The decreases were partially offset by lower start-up expenses for our manufacturing facility in Pulandian, China of $18 million, higher volume of $15 million and higher income from other tire-related businesses of $2 million. CGS included savings from rationalization plans of $3 million.

In the first nine months of 2013, on a consolidated basis, we recorded a $9 million net benefit ($6 million after-tax and minority), which included $7 million in Asia Pacific segment operating income, due to insurance recoveries for the fourth quarter 2011 flood in Thailand.

In 2014, decreases in start-up expenses at our manufacturing facility in Pulandian, China are anticipated to improve Asia Pacific's segment operating income by $20 million to $25 million compared to 2013.

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Operating income in the first nine months of 2014 excluded net rationalization charges of $9 million, primarily in Australia. Operating income in the first nine months of 2013 excluded net rationalization charges of $14 million, primarily in Australia, and net gains on asset sales of $4 million.

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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.

In September 2013, we announced our 2014-2016 capital allocation plan, which we updated in May 2014 to take into account the full funding of substantially all of our U.S. pension plans. Our capital allocation plan is intended to increase shareholder value by investing in high-return growth capital projects, providing for returns to shareholders and strengthening our balance sheet. The updated capital allocation plan provides for:

• Growth capital expenditures of approximately $1.5 billion, including a new plant to capture growth in the Americas.

• Increasing the quarterly cash dividend on our common stock by 20 percent to $0.06 per share from $0.05 per share beginning on September 2, 2014. The payout represents an annual rate of $0.22 per share for 2014 and $0.24 per share for 2015 and 2016.

• Increasing the share repurchase program by $350 million to allow us to acquire up to $450 million of our stock through 2016.

• $800 million to $900 million of debt repayments and pension funding, further strengthening our leverage metrics and advancing our objective of achieving an investment grade credit rating.

• $600 million of restructuring payments.

On September 25, 2014, Goodyear Dunlop Tires Europe B.V. (“GDTE") and certain other of our European subsidiaries amended and restated the definitive agreements for our pan-European accounts receivable securitization facility. The most significant changes to the facility are an extension of the term through 2019 and 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. Until October 17, 2014, the maximum amount of the facility was €450 million, and from October 17, 2014 to October 15, 2015, the designated maximum amount of the facility is €380 million. The flexibility to designate annually the amount of funding available under the facility will enable us to reduce fees for the unutilized portion of the facility.

At September 30, 2014, we had $1,744 million in Cash and cash equivalents, compared to $2,996 million at December 31, 2013. For the nine months ended September 30, 2014, net cash used by operating activities was $939 million due primarily to pension contributions and direct payments of $1,292 million and cash used for working capital of $970 million partially offset by earnings of $393 million, which included depreciation and amortization of $553 million and charges of $155 million for the remeasurement of the Venezuelan bolivar fuerte. Net cash used by investing activities was $605 million, driven primarily by capital expenditures of $634 million. Net cash provided by financing activities was $563 million primarily driven by net borrowings of $713 million, partially offset by common stock dividends paid of $43 million and share repurchases totaling $97 million, which includes $83 million of repurchases pursuant to our publicly announced share repurchase program.

At September 30, 2014, we had $1,982 million of unused availability under our various credit agreements, compared to $2,726 million at December 31, 2013. The table below presents unused availability under our credit facilities at those dates:

	September 30,		December 31,
(In millions)	2014		2013
First lien revolving credit facility	$	1,186	$	1,155
European revolving credit facility	147		546
Pan-European accounts receivable facility	—		179
Other domestic and international debt	234		373
Notes payable and overdrafts	415		473
	$	1,982	$	2,726

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

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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.

During the first quarter of 2014, we made contributions of $1,167 million, including $907 million of discretionary contributions, to fully fund our hourly U.S. pension plans. Following these contributions, the Company changed its target asset allocation for these plans to a portfolio of substantially all fixed income securities designed to offset the future impact of discount rate movements on the plans' funded status. We have now fully funded substantially all of our U.S. pension plans, which are invested in a portfolio of substantially all fixed income securities, thereby addressing a significant legacy liability and effecting a significant improvement in our capital structure. The successful execution of our pension strategy will improve earnings and operating cash flow and provide greater transparency to our underlying tire business. Globally, we expect our 2014 net periodic pension cost to be approximately $150 million to $175 million.

Changes in general interest rates and corporate (AA or better) credit spreads impact our discount rate and thereby our U.S. pension benefit obligation. If corporate (AA or better) interest rates increase or decrease in parallel (i.e., across all maturities), the investment actions described above would mitigate a substantial portion of the expected change in our U.S. pension benefit obligation. For example, if corporate (AA or better) interest rates increased or decreased by 0.50%, the actions described above would mitigate approximately 90% of the expected change in our U.S. pension benefit obligation.

We now expect our 2014 cash flow needs to include capital expenditures of approximately $900 million. We also expect interest expense to range between $415 million and $435 million and dividends on our common stock to be approximately $60 million. We expect to contribute approximately $1.3 billion to our funded U.S. and non-U.S. pension plans in 2014, inclusive of our first quarter 2014 U.S. pension contributions of $1,167 million. We do not expect working capital to be a significant source or use of cash in 2014. Additionally, based on recent trading prices of our common stock, we plan to acquire up to $150 million of our common stock under our existing share repurchase program during the fourth quarter of 2014. 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. For 2015, we expect our capital expenditures to be approximately $1.2 billion.

We have commenced arbitration proceedings seeking the dissolution of our global alliance with Sumitomo Rubber Industries, Ltd. (“SRI”), damages and other appropriate relief. The dissolution of the global alliance could require us to make a payment to acquire SRI’s interests in GDTE and Goodyear Dunlop Tires North America, Ltd. (“GDTNA”), which could be offset by payments to us in respect of the dissolution or for damages. We do not anticipate that the resolution of the arbitration proceedings will have a material adverse impact on our customers, results of operations or liquidity. We expect that any net payment by us to SRI could be made from our cash generated from operations, existing cash or available credit. Subject to those arbitration proceedings, SRI also has certain minority exit rights under the global alliance agreements that, if triggered and exercised, could require us to make a payment to acquire SRI’s interests in GDTE and GDTNA following the determination of the fair value of SRI’s interests. For further information regarding our global alliance with SRI, including the events that could trigger SRI’s exit rights, see “Item 1. Business. Description of Goodyear’s Business - Global Alliance" in our 2013 Form 10-K. As of the date of this filing, SRI has not provided us written notice of its intention to exercise any exit rights that may have become exercisable.

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 September 30, 2014, approximately $661 million of net assets, including $388 million of cash and cash equivalents, were subject to such requirements, including $272 million of cash in Venezuela. 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 materials 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.

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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 Expense. Effective February 13, 2013, Venezuela's official exchange rate changed from 4.3 to 6.3 bolivares fuertes to the U.S. dollar for substantially all goods. As a result of the devaluation, we recorded a $115 million remeasurement loss on bolivar fuerte-denominated net monetary assets and liabilities, including deferred taxes, primarily related to cash deposits in Venezuela, in the first quarter of 2013.

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 I”) rate, which was 11.4 and 12.0 bolivares fuertes to the U.S. dollar at January 24, 2014 and September 30, 2014, respectively. Effective March 24, 2014, the Venezuelan government implemented a third currency exchange rate, SICAD II. The SICAD II rate is also an auction-based floating rate and was approximately 50 bolivares fuertes to the U.S. dollar at September 30, 2014.Effective September 9, 2014, the official exchange rate for settling purchases of certain finished goods changed from 6.3 bolivares fuertes to the U.S. dollar to the SICAD I rate. Also effective September 9, 2014, companies, like Goodyear, who have not paid income taxes in Venezuela in the past two years are no longer allowed to participate in the SICAD II auctions.

During 2014, 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 third quarter of 2014, we continued to obtain approval for the import of raw materials at the official exchange rate of 6.3 bolivares fuertes to the U.S. dollar.

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. We expect that future remittances of dividends by Goodyear Venezuela would be transacted at the SICAD I rate and, therefore, we recorded a first quarter net remeasurement loss of $157 million on bolivar fuerte-denominated net monetary assets and liabilities, including deferred taxes, primarily related to cash deposits in Venezuela, using the SICAD I rate of 11.4 bolivares fuertes to the U.S. dollar as of January 24, 2014. 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 are expected to be settled at the official exchange rate of 6.3 bolivares fuertes per 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 I rate. At September 30, 2014, the subsidy receivable was $44 million. Cost of goods sold is reduced by a portion of this subsidy in periods when the related inventory is sold. The benefit to cost of goods sold in the three and nine months ended September 30, 2014 was $8 million and $20 million, respectively. If we remeasured our bolivar fuerte-denominated monetary assets and liabilities at the SICAD II rate of approximately 50 bolivares fuertes to the U.S. dollar at September 30, 2014, we would have recorded an additional remeasurement loss of approximately $224 million, including the derecognition of the subsidy receivable.

In the first nine months of 2014, we used the official exchange rate of 6.3 bolivares fuertes to the U.S. dollar to settle substantially all foreign currency transactions for imported raw materials in Venezuela. During the nine months ended September 30, 2014, Goodyear Venezuela settled $36 million of U.S. dollar-denominated intercompany payables through CADIVI/CENCOEX at the official exchange rate of 6.3 bolivares fuertes to the U.S. dollar. In the first nine months of 2014, we participated in the SICAD I auction and were approved for approximately $14 million of remittances and settled $8 million in transactions at the then-current SICAD I rate, primarily for finished goods. If in the future we convert bolivares fuertes at a rate other than the September 30, 2014 SICAD I rate of 12.0 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 September 30, 2014, settlements pending before CADIVI/CENCOEX were approximately $147 million, of which approximately $49 million are expected to be settled at the SICAD I rate and approximately $98 million are expected to be settled at 6.3 bolivares fuertes to the U.S. dollar. At September 30, 2014, $18 million of our requested settlements were pending up to 180 days, $11 million were pending from 180 to 360 days and $118 million were pending over one year. Amounts pending up to 180 days include imported tires and raw materials of $18 million, amounts pending from 180 to 360 days include imported tires and raw materials of $11 million, and amounts pending over one year include imported tires and raw materials of $76 million, dividends payable of $21 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.

At September 30, 2014, we had bolivar fuerte-denominated monetary assets of $300 million, which consisted primarily of $272 million of cash and $11 million of accounts receivable, and bolivar fuerte-denominated monetary liabilities of $115 million, which consisted primarily of $56 million of intercompany payables, including $21 million of dividends, $19 million of compensation and benefits, $17 million of long term benefits and $16 million of accounts payable — trade. At December 31, 2013, we had

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bolivar fuerte-denominated monetary assets of $496 million, which consisted primarily of $443 million of cash, $18 million of deferred tax assets and $17 million of accounts receivable, and bolivar fuerte-denominated monetary liabilities of $180 million, which consisted primarily of $96 million of intercompany payables, including $41 million of dividends, $25 million of accounts payable — trade, $24 million of long term benefits and $20 million of short term compensation and benefits. All monetary assets and liabilities were remeasured at 12.0 and 6.3 bolivares fuertes to the U.S. dollar at September 30, 2014 and December 31, 2013, respectively.

Goodyear Venezuela’s sales were 1.9% and 2.5% of our net sales for the three months ended September 30, 2014 and 2013, respectively, and were 1.5% and 2.2% for the nine months ended September 30, 2014 and 2013, respectively. Goodyear Venezuela’s cost of goods sold were 1.6% and 1.8% of our cost of goods sold for the three months ended September 30, 2014 and 2013, respectively, and were 1.5% and 1.9% for the nine months ended September 30, 2014 and 2013, respectively. Goodyear Venezuela's operating income for the three and nine months ended September 30, 2014 declined by $16 million and $43 million, respectively, compared to the three and nine months ended September 30, 2013. Goodyear Venezuela’s sales are bolivar fuerte-denominated, its cost of goods sold are approximately 70% bolivar fuerte-denominated and approximately 30% U.S. dollar-denominated and its SAG is approximately 65% bolivar fuerte-denominated and approximately 35% U.S. dollar-denominated. A further 10% decrease in the SICAD I rate to 13.2 bolivares fuertes to the U.S. dollar would decrease Goodyear Venezuela’s operating income by approximately $11 million on an annual basis, before any potential offsetting actions. This sensitivity assumes the official rate for settling imports of essential goods, including certain raw materials needed for the production of tires, remains unchanged.

Goodyear Venezuela contributed a significant portion of Latin America’s sales and operating income in 2013. The continuing economic and political uncertainty, difficulties importing raw materials and finished goods, changing foreign exchange rates and government price and profit margin controls in Venezuela may also 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. These and other restrictions could limit our ability to benefit from our investment and maintain a controlling interest in Goodyear Venezuela. We will 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 2014 and to provide us with flexibility to respond to further changes in the business environment.

Operating Activities

Net cash used in operating activities was $939 million in the first nine months of 2014, compared to $298 million in the first nine months of 2013. Operating cash flows were unfavorably impacted by increased working capital needs of $465 million and increased pension contributions and direct payments of $220 million. Pension contributions in both 2014 and 2013 were primarily due to discretionary contributions of $907 million and $834 million, respectively, to fully fund our U.S. pension plans. The increase in cash used for working capital in 2014 was primarily due to an increase in inventory levels in North America as sales were lower than expected.

Investing Activities

Net cash used in investing activities was $605 million in the first nine months of 2014, compared to $725 million in the first nine months of 2013. Capital expenditures were $634 million in the first nine months of 2014, compared to $734 million in the first nine months of 2013. Beyond expenditures required to sustain our facilities, capital expenditures in 2014 primarily related to expansion of manufacturing capacity in North America, Brazil and Germany. Expenditures in 2013 primarily related to expansion of manufacturing capacity in Japan, Brazil and Chile.

Financing Activities

Net cash provided by financing activities was $563 million in the first nine months of 2014, compared to $1,400 million in the first nine months of 2013. Financing activities in 2014 included net borrowings of $713 million used to fund working capital needs and capital expenditures. Net borrowings of $1,433 million in the first nine months of 2013 included net proceeds of $885 million from the first quarter issuance of $900 million in aggregate principal amount of 6.5% senior notes due 2021 and borrowings of approximately $548 million under various other credit facilities, used primarily to fund pension contributions, working capital needs and capital expenditures. In the first nine months of 2014, we paid dividends on our common stock of $43 million and repurchased $97 million of our common stock, including $83 million of repurchases pursuant to our publicly announced share repurchase program.

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Credit Sources

In aggregate, we had total credit arrangements of $9,165 million available at September 30, 2014, of which $1,982 million were unused, compared to $9,293 million available at December 31, 2013, of which $2,726 million were unused. At September 30, 2014, we had long term credit arrangements totaling $8,712 million, of which $1,567 million were unused, compared to $8,806 million and $2,253 million, respectively, at December 31, 2013. At September 30, 2014, we had short term committed and uncommitted credit arrangements totaling $453 million, of which $415 million were unused, compared to $487 million and $473 million, respectively, at December 31, 2013. The continued availability of the short term uncommitted arrangements are at the discretion of the relevant lender and may be terminated at any time.

Outstanding Notes

At September 30, 2014, we had $3,329 million of outstanding notes, compared to $3,356 million at December 31, 2013.

For additional information on our outstanding notes, refer to the Note to Consolidated Financial Statements, No. 14, Financing Arrangements and Derivative Financial Instruments, in our 2013 Form 10-K and Note 7, Financing Arrangements and Derivative Financial Instruments, in this Form 10-Q.

$2.0 Billion Amended and Restated First Lien Revolving Credit Facility due 2017

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 initially bear interest at LIBOR plus 150 basis points, based on our current liquidity. 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. Availability under the facility is subject to a borrowing base, which is based on eligible accounts receivable and inventory of The Goodyear Tire & Rubber Company and certain of its U.S. and Canadian subsidiaries, after adjusting for customary factors that are subject to modification from time to time by the administrative agent or the majority lenders at their discretion (not to be exercised unreasonably). Modifications are based on the results of periodic collateral and borrowing base evaluations and appraisals. To the extent that our eligible accounts receivable and inventory decline, 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 September 30, 2014, our borrowing base, and therefore our availability, under the facility was $437 million below the facility's stated amount of $2.0 billion.

At September 30, 2014 and December 31, 2013, there were no borrowings outstanding under the first lien revolving credit facility. Letters of credit issued totaled $377 million at September 30, 2014 and $375 million at December 31, 2013.

$1.2 Billion Amended and Restated Second Lien Term Loan Facility due 2019

Our obligations under this 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. Subject to the consent of the lenders making additional term loans, we may request that the facility be increased by up to $300 million. At September 30, 2014 and December 31, 2013, this facility was fully drawn.

€400 Million Amended and Restated Senior Secured European Revolving Credit Facility due 2016

Our amended and restated €400 million revolving credit facility consists of a €100 million German tranche that is available only to Goodyear Dunlop Tires Germany GmbH (the “German borrower”) and a €300 million all-borrower tranche that is available to GDTE, the German borrower and certain of GDTE’s other subsidiaries. Up to €50 million in letters of credit are available for issuance under the all-borrower tranche. 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 a variety of collateral. Goodyear and its U.S. subsidiaries and primary Canadian subsidiary that guarantee our U.S. senior secured credit facilities described above also provide unsecured guarantees to support the facility.

At September 30, 2014, the amounts outstanding under the German and all-borrower tranche were $126 million (€100 million) and $227 million (€180 million), respectively. At December 31, 2013, there were no borrowings outstanding under the revolving credit facility. Letters of credit issued under the all-borrower tranche totaled $4 million (€3 million) at September 30, 2014 and $5 million (€3 million) at December 31, 2013.

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 financial condition since

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December 31, 2011 under the first lien facility and December 31, 2010 under the European facility. Each of the facilities described above have customary defaults, including cross-defaults to material indebtedness of Goodyear and our subsidiaries. For a description of the collateral securing the above facilities as well as the covenants applicable to them, please refer to “Covenant Compliance” below, the Note to the Consolidated Financial Statements No. 14, Financing Arrangements and Derivative Financial Instruments, in our 2013 Form 10-K and Note 7, Financing Arrangements and Derivative Financial Instruments, in this Form 10-Q.

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. Until October 17, 2014, the maximum amount of the facility was €450 million, and from October 17, 2014 to October 15, 2015, the designated maximum amount of the facility is €380 million.

The facility involves an ongoing daily sale of substantially all of the trade accounts receivable of certain subsidiaries of GDTE to a bankruptcy-remote French company controlled by one of the liquidity banks in the facility. These subsidiaries retain servicing responsibilities. 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.

At September 30, 2014, the amounts available and utilized under this program totaled $348 million (€276 million). At December 31, 2013, the amounts available and utilized under this program totaled $386 million (€280 million) and $207 million (€150 million), respectively. The program did 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 up to $74 million (85 million Australian dollars) of funding. Availability under this program is based on eligible receivable balances. At September 30, 2014, the amounts available and utilized under this program were $45 million. At December 31, 2013, the amounts available and utilized under this program were $76 million and $18 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.

Accounts Receivable Factoring Facilities (Off-Balance Sheet)

Various subsidiaries sell certain of their trade receivables under off-balance sheet programs. For these programs, we have concluded that there is no risk of loss to us from non-payment of the sold receivables. At September 30, 2014, the gross amount of receivables sold was $306 million, compared to $301 million at December 31, 2013.

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 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 $420 million and $400 million at September 30, 2014 and December 31, 2013, respectively.

Covenant Compliance

Our amended and restated first lien revolving 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, make certain restricted payments or investments, incur liens, sell assets, incur restrictions on the ability of our subsidiaries to pay dividends 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.

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We have additional financial covenants in our first lien revolving 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 any period of four consecutive fiscal quarters. As of September 30, 2014, our availability under this facility of $1,186 million, plus our Available Cash of $532 million, totaled $1,718 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 amended and restated 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 September 30, 2014, we were in compliance with this financial covenant.

Our amended and restated 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.

There are no known future changes to, or new covenants in, any of our existing debt obligations at September 30, 2014 other than as described above. 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 September 30, 2014, 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.

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.

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In the first nine months of 2014, we paid cash dividends of $15 million on our mandatory convertible preferred stock. No further dividends will be paid on our preferred stock following the conversion into shares of common stock on April 1, 2014.

In the first nine months of 2014, we paid cash dividends of $43 million on our common stock. On October 6, 2014, the Board of Directors (or a duly authorized committee thereof) declared cash dividends of $0.06 per share of common stock, or approximately $16 million in the aggregate. The dividend will be paid on December 1, 2014 to stockholders of record as of the close of business on October 31, 2014. 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. This authorization 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 third quarter of 2014, we repurchased 1,200,000 shares at an average price, including commissions, of $24.75 per share, or $30 million in the aggregate. During the first nine months of 2014, we repurchased 3,200,000 shares at an average price, including commissions, of $26.03 per share, or $83 million in the aggregate. Based on recent trading prices of our common stock, we plan to acquire up to $150 million of our common stock under our existing share repurchase program during the fourth quarter of 2014.

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;

• 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;

• 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 position 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;

• 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 secured credit facilities could have a material adverse effect on our liquidity and operations;

• 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;

• 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;

• the arbitration proceedings we have brought to dissolve our global alliance with SRI and theterms 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 GDTE and GDTNA;

• we may be adversely affected by any disruption in, or failure of, our information technology systems;

• if we are unable to attract and retain key personnel, our business could be materially adversely affected; and

• 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 September 30, 2014, 38% of our debt was at variable interest rates averaging 5.40%.

The following table presents information about long term fixed rate debt, excluding capital leases, at September 30, 2014:

(In millions)
Carrying amount — liability	$	4,157
Fair value — liability	4,438
Pro forma fair value — liability	4,511

The pro forma information assumes a 100 basis point decrease in market interest rates at September 30, 2014, 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 September 30, 2014:

(In millions)
Fair value — asset (liability)	$	22
Pro forma decrease in fair value	(88		)
Contract maturities	10/14-9/15

The pro forma decrease in fair value assumes a 10% adverse change in underlying foreign exchange rates at September 30, 2014, 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 September 30, 2014 as follows:

(In millions)
Accounts receivable	$	25
Other Current Liabilities	(3		)

See “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 September 30, 2014 (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 period ended June 30, 2014, we were one of numerous defendants in legal proceedings in certain state and Federal courts involving approximately 73,900 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 third quarter of 2014, approximately 500 new claims were filed against us and approximately 500 were settled or dismissed. The amount expended on asbestos defense and claim resolution by Goodyear and its insurance carriers during the third quarter and first nine months of 2014 was $4 million and $14 million, respectively. At September 30, 2014, there were approximately 73,900 asbestos claims pending against us. The plaintiffs are seeking unspecified actual and punitive damages and other relief. See Note 11, “Commitments and Contingent Liabilities” in this Form 10-Q for additional information on asbestos litigation.

African Investigations

In June 2011, an anonymous source reported, through our confidential ethics hotline, that our majority-owned joint venture in Kenya may have made certain improper payments. In July 2011, an employee of our subsidiary in Angola reported that similar improper payments may have been made in Angola. Outside counsel and forensic accountants were retained to investigate the alleged improper payments in Kenya and Angola, including our compliance in those countries with the U.S. Foreign Corrupt Practices Act. We do not believe that the amount of the payments in question in Kenya and Angola, or any revenue or operating income related to those payments, are material to our business, results of operations, financial condition or liquidity.

As a result of our review of these matters, we have implemented, and are continuing to implement, appropriate remedial measures and have voluntarily disclosed the results of our initial investigation to the U.S. Department of Justice and the Securities and Exchange Commission, and are cooperating with those agencies in their review of these matters. As a result of ongoing discussions with the government, we have recorded a charge of $16 million in connection with these matters in the third quarter of 2014. While we currently estimate that the most likely amount of the loss associated with these matters is approximately $16 million, the actual amount of the loss could vary, and the timing of any resolution and payment cannot yet be determined.

Texas Environmental Matter

On October 28, 2014, the Texas Commission on Environmental Quality (“TCEQ”) notified us that it was pursuing an enforcement action alleging that we failed to renew timely a required permit at our Beaumont, Texas chemical facility. TCEQ is seeking a penalty of approximately $130,000. Goodyear is currently assessing its options with respect to this matter.

Reference is made to Item 3 of Part I of our 2013 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, 2014 and our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 for additional discussion of legal proceedings.

ITEM 1A. RISK FACTORS

See "Item 1A. Risk Factors" in our 2013 Form 10-K for a discussion 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 September 30, 2014.

	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
7/1/14-7/31/14	28,441	$	27.85	—	$	396,401,156
8/1/14-8/31/14	1,278,529	24.81		1,200,000	$	366,702,861
9/1/14-9/30/14	7,610	25.51		—	$	366,702,861
Total	1,314,580	$	24.88	1,200,000	$	366,702,861

(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 the stock options or the vesting or payment of stock awards.

(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. 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 September 30, 2014, we repurchased 1,200,000 shares at an average price, including commissions, of $24.75 per share.

ITEM 6. EXHIBITS.

See the Index of Exhibits at page 60, 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:	October 29, 2014	By	/s/ Richard J. Noechel
		Richard J. Noechel, 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 September 30, 2014

INDEX OF EXHIBITS

Exhibit
Table
Item		Exhibit
No.	Description of Exhibit	Number
10	Material Contracts
(a)	Amended and Restated General Master Purchase Agreement dated December 10, 2004, as last amended and restated on September 25, 2014, between Ester Finance Titrisation, as Purchaser, Credit Agricole Leasing & Factoring, as Agent, Credit Agricole Corporate and Investment Bank, as Joint Lead Arranger and as Calculation Agent, Natixis, as Joint Lead Arranger, Dunlop Tyres Limited, as Centralising Unit, and the Sellers listed therein.	10.1
(b)	Master Subordinated Deposit Agreement dated July 23, 2008, as last amended and restated on September 25, 2014, between Credit Agricole Leasing & Factoring, as Agent, Credit Agricole Corporate and Investment Bank, as Calculation Agent, Ester Finance Titrisation, as Purchaser, and Dunlop Tyres Limited, as Subordinated Depositor and Centralising Unit.	10.2
(c)	Master Complementary Deposit Agreement dated July 23, 2008, as last amended and restated on September 25, 2014, between Credit Agricole Leasing & Factoring, as Agent, Credit Agricole Corporate and Investment Bank, as Calculation Agent, Ester Finance Titrisation, as Purchaser, and Dunlop Tyres Limited, as Complementary Depositor and Centralising Unit.	10.3
12	Statement re Computation of Ratios
(a)	Statement setting forth the Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends.	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
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
101	Interactive Data File
(a)	The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, 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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EX-10

Exhibit 10.1

Execution version

GOODYEAR PROGRAM

GENERAL MASTER PURCHASE AGREEMENT

IN RELATION TO THE SECURITISATION OF TRADE RECEIVABLES OF CERTAIN

EUROPEAN SUBSIDIARIES OF THE GOODYEAR GROUP

dated 10 December 2004, as last amended and restated on 25 September 2014

between

ESTER FINANCE TITRISATION

as the Purchaser

CREDIT AGRICOLE LEASING & FACTORING

as the Agent

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as the Joint Lead Arranger and as the Calculation Agent

NATIXIS

as the Joint Lead Arranger

DUNLOP TYRES LTD

as the Centralising Unit

THE SELLERS

Listed in SCHEDULE 8

CMS Bureau Francis Lefebvre

Avocats des Hauts de Seine

1-3, villa Emile Bergerat

92522 Neuilly-sur-Seine Cedex, France

T +33 1 47 38 55 00

info@cms-bfl.com

SOMMAIRE

CLAUSE		PAGE
CHAPTER I INTERPRETATION			8
1.	DEFINITIONS		8
2.	INTERPRETATION		8
CHAPTER II PURPOSE - TERM - CONDITIONS PRECEDENT			9
3.	PURPOSE OF THIS AGREEMENT		9
4.	TERM OF THIS AGREEMENT		12
5.	CONDITIONS PRECEDENT TO THE COMMENCEMENT OF THIS AGREEMENT		13
CHAPTER III CURRENT ACCOUNT - DEPOSITS			13
6.	CURRENT ACCOUNT		13
7.	AMOUNT OF THE PURCHASER’S FUNDING		16
8.	SUBORDINATED DEPOSIT		19
9.	COMPLEMENTARY DEPOSIT		19
CHAPTER IV FEES			20
10.	FEES		20
CHAPTER V REPRESENTATIONS AND WARRANTIES - GENERAL COVENANTS			21
11.	REPRESENTATIONS AND WARRANTIES		21
12.	GENERAL COVENANTS		24
CHAPTER VI EARLY AMORTISATION			36
13.	EARLY AMORTISATION		36
CHAPTER VII TAXES - CHANGES IN CIRCUMSTANCES			41
14.	TAXES		41
15.	CHANGES IN CIRCUMSTANCES		43
CHAPTER VIII ORDER OF PRIORITY - PAYMENTS			44
16.	ORDER OF PRIORITY DURING THE AMORTISATION PERIOD		44
17.	PAYMENTS		47
CHAPTER IX PURCHASE OF ONGOING PURCHASABLE RECEIVABLES AND REMAINING PURCHASABLE RECEIVABLES			48
18.	CONDITIONS IN RELATION TO ANY PURCHASE OF ONGOING PURCHASABLE RECEIVABLES AND REMAINING PURCHASABLE RECEIVABLES		48
19.	CONFORMITY WARRANTIES FOR ONGOING PURCHASABLE RECEIVABLES AND REMAINING PURCHASABLE RECEIVABLES		50
20.	IDENTIFICATION OF THE CONTRACTUAL DOCUMENTATION FOR THE SOLD RECEIVABLES - ACCESS TO DOCUMENTS		51
CHAPTER X COLLECTION OF SOLD RECEIVABLES			52
21.	COLLECTION OF SOLD RECEIVABLES		52
22.	ASSESSMENT REPORT AND BACK-UP SERVICER REPORT		56
23.	APPLICATION OF PAYMENTS AND PAYMENTS OF COLLECTIONS		56

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24.	RENEGOTIATION	58
25.	REPRESENTATION MANDATE	58
26.	OBLIGATIONS OF CARE	59
27.	COMMISSION FOR AND COSTS OF COLLECTION	60
CHAPTER XI DEEMED COLLECTIONS		61
28.	DEEMED COLLECTIONS	61
CHAPTER XII MISCELLANEOUS		63
29.	FEES AND EXPENSES	63
30.	SUBSTITUTION AND AGENCY	63
31.	CONFIDENTIALITY	63
32.	NOTICES	64
33.	EXERCISE OF RIGHTS – RECOURSE – NO PETITION	65
34.	TRANSFERABILITY OF THIS AGREEMENT	66
35.	AMENDMENT TO THE TRANSACTION DOCUMENTS	66
36.	INDEMNITIES	67
37.	INDIVISIBILITY	69
38.	EXECUTION AND EVIDENCE	69
39.	WITHDRAWAL OF SELLERS	69
40.	ACCESSION OF NEW SELLERS	70
CHAPTER XIII GOVERNING LAW - JURISDICTION		72
41.	GOVERNING LAW - JURISDICTION	72

SCHEDULE	PAGE
SCHEDULE 1 MASTER DEFINITIONS SCHEDULE		73
SCHEDULE 2 CONDITIONS PRECEDENT TO THE COMMENCEMENT OF THIS AGREEMENT		106
SCHEDULE 3 FORM OF ASSESSMENT REPORT		109
SCHEDULE 4 FORM OF SELLER’S AUDITORS CERTIFICATE		118
SCHEDULE 5 FORM OF SELLER’S AND CENTRALISING UNIT’S SOLVENCY CERTIFICATE		130
SCHEDULE 6 LIST OF ADDRESSEES		141
SCHEDULE 7 FORMS OF NOTIFICATION OF WITHDRAWAL OR ACCESSION OF ONE OR MORE SELLER(S)		144
SCHEDULE 8 LIST OF SELLERS		147
SCHEDULE 9 LIST OF CALENDAR DATES OF THE TRANSACTION		148
SCHEDULE 10 REPORTING DOCUMENT RELATING TO THE SOLD RECEIVABLES (ARTICLE 12.3.3)		157
SCHEDULE 11 CONFORMITY WARRANTIES FOR REMAINING PURCHASABLE RECEIVABLES		161
SCHEDULE 12 LIST OF EXCLUDED DEBTORS		171
SCHEDULE 13 FORM OF CALCULATION LETTER		172
SCHEDULE 14 FINANCIAL COVENANTS DEFINITIONS		174

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SCHEDULE 15 FORM OF LETTER IN RELATION TO THE LIMITATION OF RECOURSE OF CREDITORS OF ESTER FINANCE TITRISATION REGARDING THE GOODYEAR SECURITISATION TRANSACTION	184
SCHEDULE 16 CALCULATION FORMULAE OF THE DISCOUNT RESERVE AND OF THE ASSIGNMENT COSTS	188
SCHEDULE 17 FORM OF NOTICE FOR MAXIMUM AMOUNT OF THE PURCHASER’S FUNDING	195
SCHEDULE 18 LIST OF THE COLLECTION ACCOUNTS (AS OF THE 2014 AMENDMENT DATE)	196

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BETWEEN:

(1) ESTER FINANCE TITRISATION, a company incorporated under French law and authorised as a specialized credit institution (établissement de crédit spécialisé), having its registered office at 9 quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France, registered with the trade and companies registry (registre du commerce et des sociétés) of Nanterre under the number 414 886 226, whose representative is duly authorised for the purpose of this Agreement (the “Purchaser”);

(2) CREDIT AGRICOLE LEASING & FACTORING, a company incorporated under French law and authorised as a financing company (société de financement), having its registered office at 12, place des Etats-Unis – CS 20001, 92548 Montrouge Cedex, France, registered with the trade and companies registry (registre du commerce et des sociétés) of Nanterre under the number 692 029 457, whose representative is duly authorised for the purpose of this Agreement (the “Agent”) (succeeding to Eurofactor as a consequence of the merger by absorption of Eurofactor into Crédit Agricole Leasing & Factoring on 31 December 2013);

(3) CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, a company incorporated under French law and authorised as a credit institution (établissement de crédit), having its registered office at 9 quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France, registered with the trade and companies registry (registre du commerce et des sociétés) of Nanterre under the number 304 187 701, whose representatives are duly authorised for the purpose of this Agreement (“CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK”, “Joint Lead Arranger” or the “Calculation Agent”);

(4) NATIXIS, a limited company (société anonyme) incorporated under French law and duly authorised as a credit institution (établissement de crédit), having its registered office at 30, avenue Pierre Mendès France 75013 Paris, registered with the trade and companies registry (registre du commerce et des sociétés) of Paris under the number 542 044 524, whose representatives are duly authorised for the purpose of this Agreement (“NATIXIS” or “Joint Lead Arranger”);

(5) DUNLOP TYRES LTD, a company incorporated under the laws of England and Wales with company number 1792065 whose registered office is situated at Tyrefort, 88-98 Wingfoot Way, Birmingham B24 9HY, whose representative is duly authorised for the purpose of this Agreement (the “Centralising Unit”); and

(6) The companies listed in SCHEDULE 8 (each of them as a “Seller” and collectively the “Sellers”).

WHEREAS:

(A) GOODYEAR DUNLOP TIRES France S.A. (the “French Seller”), GOODYEAR DUNLOP TIRES GERMANY GmbH (the “German Seller”), GOODYEAR DUNLOP TIRES Italia SPA (the “Italian Seller”), GOODYEAR DUNLOP TIRES España, S.A. (the “Spanish Seller”) and

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GOODYEAR DUNLOP TYRES UK Ltd (the “UK Seller”) are in the business of manufacturing and/or supplying tyres and activities relating thereto, and hold receivables over certain customers.

(B) In order to provide financing to certain European subsidiaries of GOODYEAR, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and NATIXIS have proposed to set up a securitisation transaction by way of the sale, on an ongoing basis, of trade receivables resulting from the ordinary business of the Sellers in Belgium, the United Kingdom, France, Germany, Italy and Spain (the “Securitisation Transaction”).

(C) Pursuant to the Securitisation Transaction and with respect to (i) the French Seller, the Spanish Seller and the UK Seller, existing and future domestic trade receivables will be purchased by the Purchaser from those Sellers on an ongoing basis and in accordance with receivables purchase agreements governed by French law, in respect of the French Seller and the Spanish Seller, and English law, in respect of the UK Seller, and (ii) the German Seller, existing and future domestic and cross-border trade receivables will be purchased by the Purchaser from the German Seller on an ongoing basis and in accordance with, and subject to, the laws governing such receivables as set forth in a receivables purchase agreement (entered into, inter alios, between the German Seller, the Centralising Unit and the Purchaser) (the receivables purchase agreements under (i) and (ii) above together, the “Receivables Purchase Agreements”).

(D) The Purchaser has agreed to acquire certain existing trade receivables (the “Remaining Purchasable Receivables”) and future trade receivables (the “Ongoing Purchasable Receivables”) held and to be held by the Sellers subject to the terms and conditions contained in this Agreement and in the Receivables Purchase Agreements.

(E) The Purchaser shall fund the acquisition of Ongoing Purchasable Receivables, Remaining Purchasable Receivables, Refinanced Ongoing Purchasable Receivables and Refinanced Remaining Purchasable Receivables:

(i) partly out of a senior deposit (the “Senior Deposit”) effected by the Depositor with the Purchaser in accordance with a master senior deposit agreement (the “Master Senior Deposit Agreement”); and

(ii) partly by way of set-off against any amount due and payable by the Centralising Unit to the Purchaser in connection with (a) a subordinated deposit (the “Subordinated Deposit”) to be effected by the Centralising Unit with the Purchaser in accordance with the terms and conditions of a master subordinated deposit agreement (the “Master Subordinated Deposit Agreement”) and (b) a complementary deposit (the “Complementary Deposit”) to be effected by the Centralising Unit with the Purchaser in accordance with the terms and conditions of a master complementary deposit agreement (the “Master Complementary Deposit Agreement”).

(F) The receivable held by the Depositor over the Purchaser in connection with the repayment of the Senior Deposit shall be assigned to a French fonds commun de titrisation (the “Fund”) set up in accordance with articles L. 214-167 to L. 214-175, and L. 214-180 to L. 214-186 and R. 214-217 to R. 214-235 of the French Monetary and Financial Code (code monétaire et financier) which

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shall issue related units. Such units may be subscribed by any Issuer (as defined in SCHEDULE 1 (Master Definition Schedule)) or any Fund Subscriber Issuer (as defined in SCHEDULE 1 (Master Definition Schedule)), pursuant to the terms and conditions of subscription agreements to be entered into between the Fund and each Issuer and Fund Subscriber (the “Subscription Agreements”), in the following conditions:

(i) unless the corresponding Fund Subscriber has exercised its Fund Subscriber Option (as defined below) and until rescission thereof by such Fund Subscriber, each Issuer shall fund the subscription of units, by either (x) issuing commercial paper (the “Notes”), or (y) in the event that the Issuer is not capable to issue Notes in the commercial paper market, exercising its rights under a liquidity agreement (a “Liquidity Agreement”) entered into with credit institutions (the “Liquidity Banks”), pursuant to which the Liquidity Banks have undertaken to either acquire from such Issuer all or part of the units which cannot be funded through the issuance of Notes or grant a facility to finance or refinance the susbscription of such units;

(iii) upon notice given by any Fund Subscriber to, among others, the Centralising Unit, the Calculation Agent and the Fund, of its intention to exercise such option, such Fund Subscriber shall directly subscribe to units issued by the Funds (the “Fund Subscriber Option”). Upon the exercise of such Fund Subscriber Option and until rescission thereof by such Fund Subscriber, the obligation of the corresponding Issuer to subscribe to units issued by the Fund under the Subscription Agreement to which such Issuer is a party shall be suspended.

(G) Pursuant to a financial guarantee agreement entered into between, inter alios, the Purchaser, the Depositor and the Fund, the Purchaser will indirectly pledge the Sold Receivables of the French Seller to the benefit of the Fund to guarantee its financial obligations under the Senior Deposit assigned to the Fund in accordance with article L. 211-38 of the French Monetary and Financial Code (code monétaire et financier).

(H) The Centralising Unit shall be appointed by the Sellers to act as their agent (mandataire) for the purposes of carrying out certain activities, in accordance with the provisions of this general master purchase agreement, including the execution of certain amendments hereto (the “General Master Purchase Agreement” or the “Agreement”).

(I) For the purposes of the General Master Purchase Agreement and the relevant Receivables Purchase Agreement, the Purchaser shall appoint the Sellers for the recovery of collections in accordance with a Collection Mandate (the “Collection Mandate”).

(J) Due to the number of Sellers and the different Receivables Purchase Agreements under which Ongoing Purchasable Receivables and Remaining Purchasable Receivables will be purchased by the Purchaser, the Parties have agreed to enter into this General Master Purchase Agreement in order to set out a Master Definitions Schedule, common terms, representations and warranties, general covenants and all other provisions provided for by this General Master Purchase Agreement that will apply in respect of the Receivables Purchase Agreements.

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NOW IT IS HEREBY AGREED AS FOLLOWS:

CHAPTER I

INTERPRETATION

1. DEFINITIONS

Capitalised terms and expressions used in this Agreement shall have the same meaning as ascribed to such terms and expressions in the Master Definitions Schedule set out in SCHEDULE 1 hereto. The schedules hereto shall form an integral part of this Agreement.

2. INTERPRETATION

The titles of the Chapters, the Schedules and the Articles (including their paragraphs) used herein and the table of contents are for convenience of reference only, and shall not be used to interpret this Agreement.

In this Agreement, except if the context calls for another interpretation:

(i) references to “Chapters”, “Articles” and “Schedules” shall be construed as references to the chapters, articles and schedules of this Agreement and references to this Agreement include its recitals and schedules;

(ii) headings are for convenience of reference only and shall not affect the interpretation of this Agreement;

(iii) words in the plural shall cover the singular and vice versa;

(iv) references to the time of the day shall refer to Paris time, unless otherwise stipulated;

(v) words appearing in this Agreement in a language other than English shall have the meaning ascribed to them under the law of the corresponding jurisdiction and such meaning shall prevail over their translation into English, if any;

(vi) references to a person shall include its permitted assignees, transferees and successors or any person deriving title under or through it;

(vii) references to a document shall mean such document, as amended, replaced by novation or varied from time to time;

(viii) references to any Securitisation Document shall be construed to mean such securitisation document, as amended and restated until the date hereof and as may be amended and supplemented from time to time thereafter; and

(ix) references to “Parties” shall be construed as references to the parties to this Agreement, and a “Party” shall mean any of the Parties.

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CHAPTER II

PURPOSE - TERM - CONDITIONS PRECEDENT

3. PURPOSE OF THIS AGREEMENT

3.1 Pursuant to the terms and conditions of this Agreement, the relevant Receivables Purchase Agreements and, where applicable, the relevant Transfer Deeds, the Sellers shall sell Ongoing Purchasable Receivables and Remaining Purchasable Receivables to the Purchaser and the Purchaser shall purchase Ongoing Purchasable Receivables and Remaining Purchasable Receivables from the Sellers on each Funded Settlement Date during the Replenishment Period.

3.2 The Parties agree that the Purchaser shall fund the acquisition of Ongoing Purchasable Receivables, Remaining Purchasable Receivables, Refinanced Ongoing Purchasable Receivables and Refinanced Remaining Purchasable Receivables as follows:

(i) partly out of a Senior Deposit effected by the Depositor with the Purchaser in accordance with the Master Senior Deposit Agreement, for an amount which shall not exceed the Maximum Amount of the Program, as determined in accordance with Article 7 (Amount of the Purchaser’s Funding);

(ii) partly by way of set-off against any amount due and payable by the Centralising Unit to the Purchaser in connection with (a) a Subordinated Deposit to be effected by the Centralising Unit with the Purchaser in accordance with the provisions of the Master Subordinated Deposit Agreement and (b) a Complementary Deposit to be effected by the Centralising Unit with the Purchaser in accordance with the provisions of the Master Complementary Deposit Agreement, for an amount which shall not exceed the Maximum Amount of the Complementary Deposit.

3.3 The Parties hereby acknowledge that the Centralising Unit is acting for the purposes of this Agreement, in its own name and behalf, but also in the name and on behalf of the Sellers, pursuant to the terms of a mandate (mandat) expressly granted by each of the Sellers to the Centralising Unit and which the Centralising Unit hereby accepts. By virtue of this mandate, the Sellers appoint the Centralising Unit to act in their name and on their behalf and to perform the following obligations in accordance with the provisions of the Transaction Documents: (i) receive all Payments due by the Purchaser to the Sellers in respect of the Sold Receivables, (ii) make any payment due by the Sellers to the Purchaser and the Agent pursuant to the Transaction Documents, such payments covering inter alia the amount due in respect of Actual Collections or Adjusted Collections, (iii) enter into the Current Account relationship set forth in Article 6, (iv) negotiate with the Purchaser, in particular upon the occurrence of any of the events set out in Articles 13, 14 and 15, such negotiation to be conducted outside the UK (v) deliver to the Purchaser on each Funded Settlement Date during the Replenishment Period, the Transfer Deeds received from the Sellers or executed by the Centralising Unit and, on each Information Date, the List of Purchasable Receivables, (vi) receive or give any notices, mails, or documents provided pursuant to the Transaction Documents, (vii) exercise any rights arising in respect of the Transaction Documents (with the exception of the Master Subordinated Deposit Agreement and

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the Master Complementary Deposit Agreement, in respect of which the Centralising Unit acts in its own name and on its own behalf), (viii) deliver to the Purchaser the Assessment Reports substantially in the form set out in SCHEDULE 3 and (ix) to carry out any powers it has as agent of the Seller as set out in Articles 35 and 40, including the negotiation and execution of any amendments provided for under Articles 35 and 40, provided that nothing in this Agreement shall give the Centralising Unit authority to act on behalf of the Purchaser and in particular it will not perform the obligations of the Sellers under Articles 24 and 25.

The Sellers and the Centralising Unit have entered into the Intercompany Arrangements, which provide, among other things, for the allocation of all sums due and/or received in connection with the Transaction Documents to which each Seller and the Centralising Unit is a party. Such Intercompany Arrangements shall provide inter alia that each Seller has an effective recourse against the defaulting Seller, the other Sellers and GOODYEAR DUNLOP TIRES EUROPE BV for any payment that any Seller or the Centralising Unit may be required to make under the joint and several liability provisions provided for under Article 3.6. The Sellers and the Centralising Unit hereby irrevocably and unconditionally undertake to refrain from exercising any rights of recourse against the Purchaser, the Agent, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and/or NATIXIS in connection with such allocation.

3.4 The Parties agree that the Purchaser shall appoint the Sellers to act as collection agents for the servicing of the Sold Receivables, in accordance with the provisions of Article 21.

3.5 This Agreement shall apply automatically to any Transfer Deed delivered by the Centralising Unit, acting in the name and on behalf of a Seller to the Purchaser or any other similar document agreed between a Seller and the Purchaser, pursuant to the relevant Receivables Purchase Agreement.

3.6 Joint and several liability

3.6.1 The Parties agree that the obligations of each Seller under this Agreement shall be several but not joint, and shall be construed as if each Seller had entered into a separate agreement with the Purchaser.

3.6.2 By way of exception to the foregoing, each Seller and the Centralising Unit shall be jointly and severally liable to the Purchaser for the payment by a Seller, GOODYEAR DUNLOP TIRES EUROPE BV and/or the Centralising Unit of (i) any sums due under the Transaction Documents and notably (without limitation) for the transfer of Adjusted Collections on the due date to the Purchaser, in accordance with the provisions of Article 23, and (ii) any claim for damages against a Seller for breach of its representations and warranties or for failure to perform its obligations under this Agreement and the other Transaction Documents to which it is a party.

Each Seller hereby acknowledges and accepts that the benefit of any joint and several liability between Sellers party to the Transaction Documents shall be extended to any New Seller, without any need for additional written consent under this Agreement (other than by the Centralising Unit as contemplated by Articles 35 and 40).

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3.6.3 Notwithstanding any other provision of this Agreement, the Parties agree that any claim enforceable under Article 3.6.2 above against the German Seller shall on any date on which payment is requested pursuant to Article 3.6.2 be limited to the amount of its Net Assets less its Registered Share Capital as of such date (the “Free Equity Amount”).

For the purpose of this Article 3.6, “Net Assets” means, in respect of any entity as of any date, the result of (a) the sum of the amounts shown under the balance sheet positions pursuant to § 266 (2) (A), (B), (C), (D) and (E) of the German Commercial Code (Handelsgesetzbuch), with the exception of (i) any loan repayment claims against any of such entity’s affiliates (other than such entity’s subsidiaries) (or other, economically equivalent claims, including recourse claims against a defaulting Seller under the Intercompany Arrangements) and (ii) the value of any assets which is not available for distribution to shareholders pursuant to §268 (8) of the German commercial code, less (b) the sum of the amounts of liabilities shown under the balance sheet positions pursuant to § 266 (3) (B), (C), (D) and (E) of the German Commercial Code, in each case as determined as of such date; and “Registered Share Capital” means, in respect of any entity as of any date, the amount shown under the balance sheet position pursuant to § 266 (3) (A) I of the German Commercial Code as determined as of such date.

3.6.4 If, upon a payment request to the German Seller under Article 3.6.2 above, the German Seller is of the reasonable opinion that the amount requested exceeds the Free Equity Amount at the time of such request, the German Seller shall provide evidence to the Purchaser that the payment in full of the amount requested would result: in the case of a GmbH Party, in the amount of its Net Assets falling below the amount of its Registered Share Capital, including, without limitation, plausible calculations made by the German Seller and all supporting documents reasonably requested by the Purchaser, and a written statement from the statutory auditors of the German Seller (in case of Article 3.6.3) to the Purchaser to the effect that the amount of the payment requested exceeds the Free Equity Amount of the German Seller (in case of Article 3.6.3).

3.6.5 For the purposes of calculating the Free Equity Amount, loans and other contractual liabilities incurred in negligent or wilful violation of the provisions of this Agreement shall be disregarded.

In the event that a payment is requested under Article 3.6.2 above, the German Seller shall realise, to the extent (i) the Free Equity Amount falls short of the amount so requested, (ii) required to enable the German Seller to make the requested payment, and (iii) legally permitted, assets that are shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of the assets at the time of such request if such assets are not necessary for the business of the German Seller (betriebsnotwendig).

3.6.6 None of the above restrictions on enforcement shall apply if and to the extent such enforcement relates to any obligations of the German Seller other than under Article 3.6.2.

3.6.7 The Parties expressly agree that the Sellers and the Centralising Unit shall not have any responsibility for any non payment by any Debtor of any sums due in respect of the Sold Receivables, except to the extent that the Purchaser may exercise recourse for such non payment against the Subordinated Deposit and, as the case may be, the Complementary Deposit, as

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provided herein and, for the avoidance of any doubt, to the extent of any Deemed Collections in accordance with the provisions of Article 28.

4. TERM OF THIS AGREEMENT

4.1 This Agreement shall commence on the Closing Date and end on the Program Expiry Date. For the purposes of this Agreement and the Receivables Purchase Agreements, the Parties agree that there shall be two (2) periods:

(i) the Replenishment Period, which commences on the Closing Date and ends on the Commitment Expiry Date (excluded); and

(ii) the Amortisation Period, which commences on the Commitment Expiry Date and ends on the Program Expiry Date.

4.2 The Parties expressly agree that, in the event that there are any Sold Receivables outstanding on the Program Expiry Date:

(a) until such time as (i) any sums due under the Master Senior Deposit Agreement have been paid, or (ii) the Centralising Unit, acting in the name and on behalf of the Sellers, has repurchased all such Sold Receivables from the Purchaser:

(i) the Centralising Unit shall make a payment to the Purchaser for an amount equal to any collections actually received by the Sellers arising in relation to those Sold Receivables which are outstanding; and

(ii) the Conformity Warranties set out in Article 19 (Conformity Warranties for Ongoing Purchasable Receivable and Remaining Purchasable Receivables) and the relevant Seller’s covenants in relation to the Sold Receivables as set out in Articles 12 (General Covenants), 16 (Order of Priority during the Amortisation Period), 21 (Collection of Sold Receivables), 23 (Application of Payments and Payments of collections), 24 (Renegotiation), and 25 (Representation Mandate) shall remain in force ;

(b) thereafter, up to an amount equal to any portion of the Complementary Deposit and/or the Subordinated Deposit that was not reimbursed on the Program Expiry Date plus any Deferred Purchase Price that remained outstanding on such date, any Adjusted Collections shall be refunded to the Centralising Unit.

In any event, the Parties expressly agree that, even after the Program Expiry Date, the provisions set out in Articles 14 (Taxes), 15 (Changes in Circumstances), 29 (Fees and expenses), 31 (Confidentiality), 33 (Exercise of Rights – Recourse- Non Petition), 36 (Indemnities), 41 (Governing law – Jurisdiction) shall remain in force.

4.3 The Centralising Unit, acting in the name and on behalf of the Sellers, may, upon written notice given to the Purchaser at least nine (9) Business Days before a Funded Settlement Date during the

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Amortisation Period or at any time after the Program Expiry Date, offer to repurchase all outstanding Sold Receivables from the Purchaser, at a price equal to the nominal value of such Sold Receivables or such other price as the Parties may agree. Such purchase price shall be applied towards the payments and in the order specified in Article 16 and, to the extent applicable, shall be set off against any amounts due to the Centralising Unit in accordance with said Article 16.

5. CONDITIONS PRECEDENT TO THE COMMENCEMENT OF THIS AGREEMENT

This Agreement shall not take effect unless and until the Purchaser has received, on the Closing Date, all the documents referred to in SCHEDULE 2, and has determined that the same are satisfactory as to form and substance.

CHAPTER III

CURRENT ACCOUNT - DEPOSITS

6. CURRENT ACCOUNT

6.1 Current Account agreement

6.1.1 The Purchaser and the Centralising Unit hereby agree to enter into a current account relationship (relation de compte courant) (the “Current Account”).

6.1.2 Subject to the daily set-off or netting mechanism for the payment of the Initial Purchase Price of Originated Ongoing Purchasable Receivables provided for under the Receivables Purchase Agreements, any sum due either by (i) the Purchaser to the Centralising Unit, acting in its own name or in the name of the Sellers pursuant to the Transaction Documents and/or by (ii) the Sellers or the Centralising Unit, acting in its own name or in the name of the Sellers, to the Purchaser pursuant to the Transaction Documents shall be recorded respectively as credit or debit on the Current Account. Any mutual debit or credit that does not arise from the Transaction Documents shall be excluded from the Current Account.

6.2 Automatic Set-off

The Parties hereby agree that any debit and credit recorded on the Current Account shall be automatically set-off (compensés).

6.3 Balance

6.3.1 On each Calculation Date, the Agent shall calculate the balance of the Current Account, in accordance with the provisions of Article 12.3.1, on the basis of information it has received pursuant to such Article 12.3.1, and shall forthwith provide the Centralising Unit and the Purchaser with such calculation.

6.3.2 In the case of a debit balance of the Current Account on a Calculation Date, as stated in the Current Account statement communicated in accordance with the provisions of Article 6.3.1., the

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Centralising Unit shall pay to the Purchaser’s Account in immediately available funds an amount equal to such debit balance, on the Funded Settlement Date or on the Intermediary Settlement Date in relation to which the Current Account statement is drawn up, in accordance with the provisions of Article 17.5.

6.3.3 In the case of a credit balance of the Current Account on a Calculation Date, as stated in the Current Account statement communicated in accordance with the provisions of Article 6.3.1., the Purchaser shall pay to the Centralising Unit’s Account in immediately available funds an amount equal to such credit balance on the Funded Settlement Date or on the Intermediary Settlement Date in relation to which the Current Account statement has been drawn up, in accordance with the provisions of Article 17.5.

6.3.4 Once the payment referred to in Article 6.3.2 or in Article 6.3.3 has been made, the Current Account shall be balanced at zero (0).

6.4 Entry on Current Account

6.4.1 On the Initial Settlement Date, the Purchaser shall record:

(i) on the debit of the Current Account, an amount equal to the Subordinated Deposit calculated as of the Initial Settlement Date in accordance with Article 8 (Subordinated Deposit);

(ii) on the debit of the Current Account, an amount equal to the Complementary Deposit calculated as of the Initial Settlement Date in accordance with Article 9 (Complementary Deposit);

(iii) on the debit of the Current Account, the amount of the Adjusted Collections calculated in respect of such Initial Settlement Date; and

(iv) on the credit of the Current Account an amount equal to the Initial Purchase Price of the Sold Receivables sold on the Initial Settlement Date within the limits provided for by Article 12.3.1 12.3.1(i).

6.4.2 On each Intermediary Settlement Date during the Replenishment Period, the Purchaser shall enter:

(i) on the debit of the Current Account,

(a) an amount equal to any Increase in the Subordinated Deposit on such date,

(b) an amount equal to any Increase in the Complementary Deposit on such date,

(c) the amount of the Adjusted Collections calculated in respect of such date, less the amount of Collections for Set-off which has been set-off during the last Intermediary Settlement Date Reference Period in accordance with the Receivables Purchase Agreements,

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(d) the amount of any payment due with respect to the repurchase of Doubtful Receivables on such date, and

(e) any other sums due by the Centralising Unit acting on its own behalf or on behalf of the Sellers, to the Purchaser pursuant to the Transaction Documents, and not paid otherwise.

(ii) on the credit of the Current Account,

(a) an amount equal to the part of the Initial Purchase Price of the Sold Receivables due and payable on such date in accordance with the Receivables Purchase Agreements and within the limits set out in Article 12.3.1 12.3.1(i),

(b) an amount equal to any Reduction of the Subordinated Deposit on such date,

(c) an amount equal to any Reduction of the Complementary Deposit on such date, and

(d) any other sums due by the Purchaser to the Centralising Unit acting on its own behalf or on behalf of the Sellers pursuant to the Transaction Documents, and not paid otherwise.

6.4.3 On each Funded Settlement Date during the Replenishment Period, the Purchaser shall enter:

(i) on the debit of the Current Account,

(a) an amount equal to any Increase in the Subordinated Deposit on such date,

(b) an amount equal to any Increase in the Complementary Deposit on such date,

(c) the amount of the Adjusted Collections calculated in respect of such date, less the amount of Collections for Set-off which has been set-off during the last Monthly Reference Period (or, during the last Funded Settlement Date Reference Period in the event Collections for Set-off have been set-off pursuant to Article 6.4.2 (i) (c) on the date identified as “Intermediary Settlement Date” under SCHEDULE 9 (List of Calendar Dates of the Transaction) that immediately precedes such Funded Settlement Date), in each case in accordance with the Receivables Purchase Agreements,

(d) the amount of any payment due with respect to the repurchase of Doubtful Receivables on such date,

(e) the amount of any payment due with respect to the rescission, on such Funded Settlement Date, of the transfer of Originated Ongoing Purchasable Receivables, pursuant to the relevant provisions of the French Receivables Purchase Agreement, the Spanish Receivables Purchase

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Agreement and the German Receivables Purchase Agreement (in that latter case only if the transfer of said Originated Ongoing Purchasable Receivables was governed by French law), and

(f) any other sums due by the Centralising Unit acting on its own behalf or on behalf of the Sellers, to the Purchaser pursuant to the Transaction Documents, and not paid otherwise.

(ii) on the credit of the Current Account,

(a) an amount equal to the part of the Initial Purchase Price of the Sold Receivables due and payable on such date in accordance with the Receivables Purchase Agreements and within the limits set out in Article 12.3.1 12.3.1(i),

(b) an amount equal to any Deferred Purchase Price payable on such date,

(c) an amount equal to any Reduction of the Subordinated Deposit on such date;

(d) an amount equal to any Reduction of the Complementary Deposit on such date,

(e) any sum due and payable on such date as Complementary Deposit Fee and Subordinated Deposit Fee, and

(f) any other sums due by the Purchaser to the Centralising Unit acting on its own behalf or on behalf of the Sellers pursuant to the Transaction Documents, and not paid otherwise.

The Parties hereby agree that all entries on the Current Account are calculated, for any Settlement Date during the Replenishment Period, on the Calculation Date preceding such Settlement Date, and that, once entered in the Current Account, such entries shall constitute payments for the purposes of the Transaction Documents.

6.5 Termination of the Current Account

The current account relationship shall terminate, and the Current Account shall be closed, on the Commitment Expiry Date.

7. AMOUNT OF THE PURCHASER’S FUNDING

7.1 Maximum Amount of the Purchaser’s Funding

7.1.1 The Purchaser shall fund Payments:

(a) first, out of the applicable Refinanced Received Net Amount, if any;

(b) second, out of a Senior Deposit (the “Purchaser’s Funding”), up to the then applicable Maximum Amount of the Purchaser’s Funding.

The Senior Deposit shall create an indebtedness of the Purchaser to the Depositor in relation to the repayment of such Senior Deposit.

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7.1.2 The Maximum Amount of the Purchaser’s Funding shall be communicated by the Centralising Unit, acting in the name and on behalf the Sellers, to the Purchaser and to the Agent at the latest sixty (60) calendar days before the expiration date of the Liquidity Agreements and the Fund Subscription Agreements (as amended from time to time). For such purpose, the Centralising Unit, acting in the name and on behalf the Sellers, shall send to the Purchaser and the Agent a notice (in the form of SCHEDULE 17) indicating the new amount of the Maximum Amount of the Purchaser’s Funding (such new amount, for the avoidance of doubt, being not lower than the Minimum Amount of the Program and not greater than the Maximum Amount of the Program) that shall apply from the date of renewal of the Liquidity Agreements and the Fund Subscription Agreements through and including the new expiration date of the Liquidity Agreements and the Fund Subscription Agreements (as renewed) (the “Notice for Maximum Amount of the Purchaser’s Funding”).

7.1.3 The Maximum Amount of the Purchaser’s Funding for the period starting on the Funded Settlement Date of October 2014 (included) and ending on the Funded Settlement Date of October 2015 (excluded) shall be equal to EUR380,000,000.

7.1.4 In the event that any Liquidity Agreement is not renewed as a result of a Liquidity Commitment Non Renewal, the Maximum Amount of the Program shall be partially and automatically reduced by an amount equal to the commitment of the Liquidity Bank party to such Liquidity Agreement (except in circumstances where such Liquidity Bank would have renewed the Fund Subscription Agreement to which it is a party). Similarly, in the event that any Fund Subscription Agreement is not renewed as a result of a Subscription Commitment Non Renewal, the Maximum Amount of the Program shall be partially and automatically reduced by an amount equal to the commitment of the Fund Subscriber party to such Fund Subscription Agreement (except in circumstances where such Fund Subscriber would have renewed the Liquidity Agreement to which it is a party).

Such reduction of the Maximum Amount of the Program shall take effect on the Funded Settlement Date following the date upon which an event described above has occurred and shall be definitive and irrevocable.

7.2 Amount of the Purchaser’s Funding on the Initial Settlement Date

On the Initial Settlement Date, the amount of the Purchaser’s Funding shall be equal to the lower of the following amounts:

(a) the Outstanding Amount of Eligible Receivables to be purchased by the Purchaser on such date, multiplied by the excess of:

• one (1) less;

• the sum of the Overcollateralisation Rate and the Discount Reserve Rate; and

(b) the Requested Amount of the Purchaser’s Funding.

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7.3 Change in the Purchaser’s Funding

On each Funded Settlement Date during the Replenishment Period other than the Initial Settlement Date, the Purchaser’s Funding shall be adjusted as follows:

(a) if:

(i) the lower of the following amounts:

(x) the sum of (µ) the Outstanding Amount of Eligible Receivables on such date and (ß) the Outstanding Amount of Refinanced Eligible Receivables on such date, multiplied by the excess of:

• one (1) less;

• the sum of the Overcollateralisation Rate and the Discount Reserve Rate; and

(y) the Requested Amount of the Purchaser’s Funding;

exceeds

(ii) the amount of the Purchaser’s Funding outstanding on the preceding Funded Settlement Date;

then the Purchaser’s Funding shall be increased by an amount equal to such excess (the “Increase in the Purchaser’s Funding”); and

(b) if:

(i) the lower of the following amounts:

(x) the sum of (µ) the Outstanding Amount of Eligible Receivables on such date and (ß) the Outstanding Amount of Refinanced Eligible Receivables on such date, multiplied by the excess of:

• one (1) less;

• the sum of the Overcollateralisation Rate and the Discount Reserve Rate; and

(y) the Requested Amount of the Purchaser’s Funding;

is lower than

(ii) the amount of the Purchaser’s Funding outstanding on the preceding Funded Settlement Date;

then the Purchaser’s Funding shall be reduced by the amount of such difference (the “Reduction in the Purchaser’s Funding”).

7.4 Amount of the Purchaser’s Funding in the event of a Potential Early Amortisation Event

In the event that a Potential Early Amortisation Event occurs, and as long as such Potential Early Amortisation Event is continuing, the amount of the Purchaser’s Funding shall be limited to the

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amount of the Purchaser’s Funding on the Funded Settlement Date before such Potential Early Amortisation Event has occurred.

8. SUBORDINATED DEPOSIT

8.1 Subordinated Deposit

On the first Settlement Date following the 2008 Amendment Date, the Subordinated Depositor shall make a Subordinated Deposit in Euro with the Purchaser and on each following Settlement Date during the Replenishment Period, the amount of the Subordinated Deposit shall be increased or decreased in accordance with the calculations made by the Agent on each Calculation Date in accordance with the provisions of schedules 1 and 2 of the Master Subordinated Deposit Agreement.

On each Calculation Date during the Replenishment Period, the Agent shall calculate the difference between (i) the amount of the Subordinated Deposit to be made on the following Settlement Date and (ii) the amount of the Subordinated Deposit made on the preceding Settlement Date.

8.2 Pledge of the Subordinated Deposit

The Subordinated Deposit shall be pledged as cash collateral (affecté à titre de gage-espèces) by the Centralising Unit in favour of the Purchaser, to secure the payment of (i) any sum due by the Debtors to the Purchaser in respect of the Sold Receivables and the Refinanced Sold Receivables and (ii) any sum due to the Purchaser by any Seller, the Centralising Unit or the Refinanced Seller pursuant to the Transaction Documents.

8.3 Repayment of the Subordinated Deposit

The repayment of the Subordinated Deposit shall be carried out in accordance with the terms and conditions set forth in the Master Subordinated Deposit Agreement and Article 16 (Order of Priority during the Amortisation Period).

9. COMPLEMENTARY DEPOSIT

9.1 Complementary Deposit

The Centralising Unit shall make a Complementary Deposit with the Purchaser in accordance with the terms and conditions of the Master Complementary Deposit Agreement.

On each Calculation Date during the Replenishment Period, the amount of the Complementary Deposit shall be calculated by the Agent in accordance with the provisions of schedule 1 of the Master Complementary Deposit Agreement.

9.2 Pledge of the Complementary Deposit

The Complementary Deposit shall be pledged as cash collateral (affecté à titre de gage-espèces) by the Centralising Unit in favour of the Purchaser, to secure the payment of (i) any sum due by

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the Debtors to the Purchaser in respect of the Sold Receivables and the Refinanced Sold Receivables and (ii) any sum due to the Purchaser by any Seller, the Centralising Unit or the Refinanced Seller pursuant to the Transaction Documents, provided that no party shall be entitled to receive, as a result of such pledge, any amounts in addition to those that it is entitled to receive pursuant to Article 16.

9.3 Repayment of the Complementary Deposit

The repayment of the Complementary Deposit shall be carried out in accordance with the terms and conditions set forth in the Master Complementary Deposit Agreement and Article 16 (Order of Priority during the Amortisation Period) hereunder.

CHAPTER IV

FEES

10. FEES

10.1 On each Funded Settlement Date (except the Initial Settlement Date), the Centralising Unit shall pay to the Agent, the Management Fee which is due to compensate the Agent for its services under this Agreement.

10.2 Such Management Fee shall be equal to €15,000 per month to be increased to €18,333.33 per month during any Bi-monthly Management Period (VAT excluded), increased by the applicable VAT. In the event that the Centralising Unit decides to terminate the Securitisation Transaction and repurchases the Sold Receivables upon such termination (other than a termination after (i) the occurrence of an Early Amortisation Event, (ii) a drawing under a Liquidity Agreement or (iii) the exercice of the rights stated in a Bank Commitment Letter) and does not inform the Agent at the latest three (3) months beforehand, the Centralising Unit undertakes to pay an amount upon such termination equal to the lesser of (i) the Management Fee for three (3) months (i.e. €45,000) (VAT excluded), increased by the applicable VAT, from the date on which the notice of termination is delivered minus any Management Fee otherwise paid after notice of termination is delivered and (ii) the Management Fee that would otherwise have been payable from such termination until the expiration date of the Liquidity Agreements and the Fund Subscription Agreements.

10.3 The Agent shall notify the amount of the Management Fee to the Centralising Unit, at the latest before 5.00 pm on the Calculation Date immediately preceding any Funded Settlement Date.

10.4 On each Funded Settlement Date, the Centralising Unit shall pay the Management Fee by crediting the Agent’s Account before 12.00 (noon), for an amount equal to the Management Fee, as determined in accordance with Article 10.2. The Parties acknowledge that the payment of such Management Fee by the Centralising Unit to the Agent shall be expressly excluded from the Current Account mechanism.

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10.5 In the event that the Centralising Unit fails to pay such Management Fee on a Funded Settlement Date, the Purchaser shall proceed forthwith with the payment of such Management Fee, on the Centralising Unit’s behalf to the extent of the Adjusted Collections received. As such, the Purchaser shall be, upon delivery of a subrogation notice by the Agent, subrogated in the rights of the Agent against the Centralising Unit to the extent of the sums paid to the Agent in respect of the Management Fee.

10.6 For the purposes of carrying out any of the audits referred to in Article 12.1.112.1.1(c)(vi), the Agent shall be entitled to receive a fee equal to €8,000 (VAT excluded) per audit plus the amount of expenses relating to the German, French, Spanish and UK audits (which shall be based on a on site audit for a duration of two (2) days). Such fee and expenses shall be paid by the Centralising Unit acting in the name and on behalf of the Sellers on the Funded Settlement Date immediately following the relevant annual audit(s).

CHAPTER V

REPRESENTATIONS AND WARRANTIES - GENERAL COVENANTS

11. REPRESENTATIONS AND WARRANTIES

11.1 Each Seller and the Centralising Unit represents and warrants to the Purchaser at the 2014 Amendment Date as follows:

(i)

• in the case of the French Seller, it is a limited company (société anonyme) duly incorporated and validly existing under French law, or

• in the case of the German Seller, it is a limited liability company (Gesellschaft mit beschränkter Haftung) duly established and validly existing under German law, or

• in the case of the Spanish Seller, it is a corporation (sociedad anónima) duly incorporated and validly existing under Spanish law, or

• in the case of the UK Seller, it is a limited liability company duly incorporated and validly existing under the laws of England and Wales, or

• in the case of the Centralising Unit, it is a limited liability company duly incorporated and validly existing under the laws of England and Wales;

(ii) it has the capacity (a) to carry on its business, as currently conducted, and to own all of the assets appearing on its balance sheet, except where failure of such capacity would not be reasonably likely to result in a Material Adverse Effect, and (b) to enter into and perform its obligations under the Transaction Documents to which it is a party;

(iii) it does not require any power or authorisation to execute the Transaction Documents to which it is a party or to perform its obligations under the Transaction Documents, that it has not already obtained, unless, in the case of any Governmental Authorisation, the failure to obtain such authorisation would not be reasonably likely to result in a Material Adverse Effect;

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(iv)

• except to the extent that no Material Adverse Effect would be reasonably likely to result, the execution of the Transaction Documents to which it is a party and the performance of its obligations under the Transaction Documents will not contravene (a) any of the provisions of its articles of association or of any other of its constitutional or organisational documents, (b) any laws or regulations applicable to it, or (c) any contractual obligations, negative pledges, agreements or undertakings to which it is a party or by which it is bound;

• the execution of the Transaction Documents to which it is a party and the performance of its obligations under the Transaction Documents will not contravene (x) if such concept is applicable in the relevant jurisdiction, the corporate interest (intérêt social) of the Centralising Unit or the relevant Seller and (y) in the case of the German Seller, § 30 and seq. of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung);

(v) the Transaction Documents to which it is a party constitute its legal, valid and binding obligations and are enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, moratorium and other laws affecting creditors’ right generally;

(vi) all of the documents that it has provided to the Purchaser pursuant to the Transaction Documents are accurate and correct in all material respects as of their respective dates and as of the date of their delivery, and the audited, certified annual accounts were prepared in accordance with the relevant Accounting Principles and give, in all material respects, a true, accurate and fair view (comptes réguliers, sincères et qui donnent une image fidèle) of its results for the relevant fiscal year;

(vii) it carries on its business in compliance with all of the relevant laws and regulations applicable to it, except where failure to do so would not be reasonably likely to have a Material Adverse Effect;

(viii) there are no actions, suits or proceedings pending or, to its knowledge, threatened to be raised or brought against it, which are reasonably likely to result in a Material Adverse Effect, or any material litigation that challenges or seeks to prevent the Securitisation Transaction;

(ix) except as specifically disclosed in writing to the Purchaser before the 2014 Amendment Date, no event has occurred since the closing date of its last fiscal year that is reasonably likely to adversely and materially affect, impede or prohibit the execution or the performance of its obligations under the Transaction Documents to which it is a party or that is otherwise reasonably likely to have a Material Adverse Affect;

(x) no Early Amortisation Event of the type described in Article 13.3 has occurred and is continuing;

(xi) GOODYEAR DUNLOP TIRES EUROPE BV holds directly or indirectly 100% in the Centralising Unit’s share capital and voting rights and more than 50% in each Seller’s

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share capital and voting rights and as such exercises effective control over the Centralising Unit and the Sellers within the meaning of article L.511-7.3 of the French Monetary and Financial Code (code monétaire et financier);

(xii) it has received a certified true copy of the Transaction Documents and has full knowledge of the same;

(xiii) it has carried out its own legal, tax and accounting analysis as to the consequences of the execution and performance of its obligations under the Transaction Documents, and agrees that the Purchaser, the Joint Lead Arrangers, the Issuers, the Liquidity Banks and the Fund Subscribers shall have no liability to any of the Sellers or the Centralising Unit in that respect;

(xiv) it has entered into intercompany arrangements with the Centralising Unit and the other Sellers, pursuant to which it has undertaken (a) to reimburse the Centralising Unit for certain fees, including any amount paid on its behalf and any losses arising under the Transaction Documents, (b) to pay the Centralising Unit a direct and sufficient consideration for the making of the Subordinated Deposit and the Complementary Deposit and compensate the Centralising Unit as is appropriate in respect of all losses incurred by the latter arising from the making of the Subordinated Deposit and the Complementary Deposit, and (c) to ensure that fees and expenses or any other sums due by the Sellers under the Transaction Documents are allocated among the Sellers in accordance with their respective corporate interest, if such concept is applicable in the relevant jurisdiction (the “Intercompany Arrangements”), it being provided that the Intercompany Arrangements shall not provide or otherwise authorise any recourse against a German Seller with respect to the inability of a Debtor to pay the relevant Sold Receivables (keine Bonitätshaftung);

(xv) it has entered into intercompany arrangements which shall, inter alia, if complied with, ensure due compliance by each of the German Seller, GOODYEAR DUNLOP TIRES EUROPE BV, GOODYEAR and/or any other shareholder or affiliate of the German Seller with the relevant applicable corporate capital maintenance provisions, including, without limitation, § 30 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung);

(xvi) no Lien exists (other than any Lien contemplated by the Transaction Documents) (a) in relation to any Sold Receivables (and related rights) assigned by it prior to their respective assignment to the Purchaser or in respect of the Collection Accounts, with the exception of those Liens which arise by operation of applicable laws and regulations, or (b) over the Subordinated Deposit and/or the Complementary Deposit;

(xvii) its obligations under the Transaction Documents rank and will rank at least pari passu with all other present and future unsecured and unsubordinated obligations (with the exception of those preferred by law generally);

(xviii) it is not entitled to claim immunity from suit, execution, attachment or other legal process in any proceeding taken in the jurisdiction of its incorporation in relation to any Transaction Documents;

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(xix) it is not subject to Insolvency Proceedings and is not insolvent within the meaning of applicable laws;

(xx) in the case of the German Seller, (a) such German Seller has, to the extent permissible, opted for payment on a monthly basis of self-assessed or assessed VAT, (b) such German Seller having applied for a permanent extension for the filing of monthly returns (Dauerfristverlängerung) has posted a special advance estimated tax payment to the relevant tax office and (c) any such self-assessed or assessed VAT owed by such German Seller in accordance with applicable German VAT laws and regulations, has been paid to the relevant German tax administration when due;

(xxi) in the case of the German Seller, there is no dispute, action, suit or proceeding pending or, to its knowledge, threatened to be raised or brought against it, except for disputes, actions, suits or proceedings that such German Seller disputes in good faith, by any German tax administration in relation to any VAT tax payment or the calculation of such VAT; and

(xxii) in the case of the German Seller, (a) all commercial contracts in relation to the Sold Receivables, whether they are master agreements, general conditions of sale or other documents have been either executed between such German Seller and the relevant Debtors, or executed between another Seller and the relevant Debtors and transferred to such German Seller, and the relevant Debtors are situated in Belgium, England, France, Germany, Italy or Spain, (b) each commercial contract is concluded with either a single Debtor or Debtors that are Affiliates of each other, and (c) each commercial contract is governed by an Eligible Law, and (d) the jurisdiction clause, if any, of each commercial contract attributes jurisdiction to the competent courts of the jurisdiction whose laws are one of the Eligible Laws.

11.2 The above representations and warranties shall be deemed to be repeated by each Seller and the Centralising Unit, as applicable, on each Settlement Date during the Replenishment Period. Such representations and warranties shall remain in force until the Program Expiry Date.

12. GENERAL COVENANTS

The following general covenants shall remain in force from the Signing Date until the Program Expiry Date.

12.1 Sellers

12.1.1 Affirmative covenants:

Each Seller undertakes:

(i) to provide the Purchaser without undue delay, on a non consolidated basis, with:

(a) its annual accounts (balance sheet, profit and loss accounts and annexes), as published and certified by its statutory auditors, the report of the board of directors and statutory auditors relating thereto and an extract of the minutes of

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the shareholders’ annual general meeting approving the said accounts, no later than forty-five (45) calendar days following the holding of its shareholders’ annual general meeting;

(b) all published interim financial information ;

(c) all other information, reports or statements as the Purchaser may at any time reasonably request in so far as is permitted by applicable laws and regulations, and depending on the type of information requested, in accordance with the different procedures applicable to the communication of information under this Agreement;

(ii) to request promptly any authorisation as may become necessary for the performance of its obligations under this Agreement;

(iii) to do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except to the extent that failures to keep in effect such rights, licenses, permits, privileges and franchises would not be reasonably likely to result in a Material Adverse Effect;

(iv) upon knowledge by the relevant Seller that (a) an Early Amortisation Event defined in Article 13.3 has occurred, to notify or cause to be notified forthwith the Purchaser and provide a copy of the same to the Joint Lead Arrangers and (b) a Potential Early Amortisation Event has occurred, to notify or cause the Purchaser to be notified forthwith and provide a copy of the same to the Joint Lead Arrangers and, where applicable, of actions which the Seller has taken and/or proposes to take with respect thereto in order to prevent such Potential Early Amortisation Event from becoming an Early Amortisation Event;

(v) to carry on its business in all material aspects in accordance with all applicable laws and regulations, except where failure to do so would not be reasonably likely to have a Material Adverse Effect;

(vi) upon the Purchaser’s request, which shall be subject to a reasonable prior notice, to arrange forthwith for audit(s) to be carried out by the Purchaser or by any other entity appointed by the Purchaser for such purposes, of its receivables and collection procedures. The audits shall be conducted at the expense of and paid by the Centralising Unit, acting in the name and on behalf of the Sellers, within the limits set forth in Article 10.6, it being understood that:

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• the annual audit shall be carried out at the latest two (2) months before the anniversary date of the 2014 Amendment Date (with the exception of a New Seller acceding to the Securitisation Transaction in accordance with the provisions of Article 40, in relation to which the first audit carried out before the entry into the Securitisation Transaction of the New Seller shall be sufficient to satisfy the annual requirement referred to above for the first anniversary date of the 2014 Amendment Date falling after its accession);

• further, upon unanimous written request from each of the Purchaser, the Liquidity Banks and the Fund Subscribers, the Agent shall carry out a second audit during that same year;

(vii) with respect to any Seller, to deliver to the Purchaser an Auditors Certificate within twelve (12) calendar months after the date of delivery of the previous Auditors Certificate in the form set out in SCHEDULE 4;

(viii) to notify forthwith the Purchaser, promptly upon becoming aware, of any material adverse change in relation to any Sold Receivable, and to promptly respond to any reasonable written request of the Purchaser, the Agent, any Back-Up Servicer (if and when appointed) concerning any event in relation to any Sold Receivable which is reasonably likely to endanger the payment of a sum under such Sold Receivable;

(ix) to keep the Purchaser fully informed of the existence and progress of (a) any material litigation relating to a Sold Receivable, (b) any claim or litigation relating to the Sold Receivables before the courts or in arbitration for the purposes of recovering material sums due under such Sold Receivables, (c) any claim or litigation relating to the Sold Receivables before the courts or in arbitration for the purposes of recovering sums due under such Sold Receivable, upon written request of the Purchaser, the Agent or any Back-Up Servicer (if and when appointed), and (d) any action, suit or proceeding described in Article 11.1 (viii);

(x) to submit to the Purchaser, as soon as practicable, on the Purchaser’s reasonable request and subject to the provisions of Article 20 (Identification of the contractual documentation for the Sold Receivables - Access to documents) and Article 31 (Confidentiality), all documents which enable the latter to verify that the Seller has properly fulfilled its contractual obligations concerning the collection of sums due under the Sold Receivables, to the extent permitted by applicable laws or regulations and in particular, in the case of the Protected Debtors, by the provisions of the Data Protection Trust Agreement;

(xi) to transfer or cause to be transferred to the Purchaser all Adjusted Collections in accordance with the provisions of Article 23 (Application of payments and payments of collections);

(xii) with respect to any Seller, to deliver to the Purchaser a Solvency Certificate (on a date which shall be a Funded Settlement Date during the Replenishment Period) on a semi-annual basis in accordance with the form set out in SCHEDULE 5;

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(xiii) to execute any and all further documents, agreements and instruments, and take all such further actions, as may be reasonably requested by the Purchaser in order to ensure that the sales of Ongoing Purchasable Receivables and Remaining Purchasable Receivables to the Purchaser under the Receivables Purchase Agreements constitute valid and perfected sales of such Ongoing Purchasable Receivables and Remaining Purchasable Receivables and the Liens created over the Collection Accounts for the benefit of the Purchaser constitute valid and perfected Liens;

(xiv) to inform the Purchaser, as soon as possible and in so far permitted by applicable laws and regulations, of its intention to restructure such Seller leading to GOODYEAR DUNLOP TIRES EUROPE BV ceasing to hold directly or indirectly more than 50% in the voting rights of such Seller;

(xv) to ensure that steps are taken to maintain the performance of the billing and recovery procedures and accountancy methods in relation to the customer account (compte client) of such Seller, with the same degree of skill and care as evidenced during the audits carried out on behalf of the Purchaser or any of their agents during the structuring phase of the Securitisation Transaction;

(xvi) to ensure that any information transmitted by the Centralising Unit or such Seller during the term of this Agreement and pursuant to the Transaction Documents is true and accurate in all material respects;

(xvii) to maintain effective and in full force at all times the Intercompany Arrangements with the Centralising Unit and the other Sellers, and not to change such Intercompany Arrangements in any way that may adversely affect the rights of the Purchaser under the Securitisation Transaction;

(xviii) to maintain effective and in full force at all times, such internal arrangements between the German Seller, GOODYEAR DUNLOP TIRES EUROPE BV, GOODYEAR and/or any other shareholder or affiliate of the German Seller which are necessary to, if complied with, ensure due compliance of each of the German Seller, GOODYEAR DUNLOP TIRES EUROPE BV, GOODYEAR and/or any other shareholder or affiliate of the German Seller with the relevant applicable corporate capital maintenance provisions, including, without limitation, § 30 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung);

(xix) to keep any Bill of Exchange relating to a Sold Receivable as custodian of the Purchaser for collection purposes unless the Sellers’ Collection Mandate has been terminated and it has received notification from the Purchaser to deliver such Bill of Exchange to the Purchaser or any third party appointed by the Purchaser;

(xx) in the case of the Spanish Seller, to take such steps and do all things as to notarise before a Spanish Notary Public, on each Funded Settlement Date during the Replenishment Period, any Transfer Deed executed and delivered pursuant to the French law governed Receivables Purchase Agreement executed by the Spanish Seller (specifying in such Transfer Deeds any promissory notes (pagarés) which must be transferred in accordance

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with this Agreement and such Receivables Purchase Agreement), it being understood that the costs of such notarisation shall, at all times, be borne by the Spanish Seller;

(xxi) in the case of the German Seller, to take such steps and do all things as to notarise before a Spanish Notary Public on each Funded Settlement Date during the Replenishment Period, any Transfer Deed relating to Spanish law governed receivables and/or Spanish Debtors that has to be executed and delivered pursuant to the Receivables Purchase Agreement executed by the German Seller, it being understood that the costs of such notarisation shall, at all times, be borne by the German Seller;

(xxii) (a) to instruct any Debtor, which has not been already informed, to pay any sum due under a Sold Receivable to the relevant Collection Account(s), (b) from the Signing Date, to collect any sums due under a Sold Receivable exclusively on the relevant Collection Account(s) and (c) to promptly transfer to the relevant Collection Account(s) any sums paid by a Debtor in a different manner than to the relevant Collection Account(s);

(xxiii) in the case of the German Seller,

(a) (w) to opt or continue to opt at all times for payment of self-assessed or assessed VAT on a monthly basis, (x) having applied for a permanent extension for the filing of monthly returns (Dauerfristverlängerung) post and maintain posted a special advance estimated tax payment to the relevant tax office, (y) to calculate and self-assess VAT on a monthly basis in accordance with German VAT laws and regulations and (z) to pay any VAT when due to the relevant German tax administration on a monthly basis;

(b) to provide the Purchaser on each Information Date with (x) a monthly report detailing the calculation of VAT due in relation to the preceding calendar month in accordance with German VAT laws and regulations, and (y) evidence of the payment of any amounts of VAT when due to the relevant German tax administration, as described in such monthly report;

(c) to submit promptly upon request of the Purchaser a statement and/or evidence in respect of any VAT payment; and

(d) to ensure that, promptly upon request of the Purchaser at any time and in any event semi annually (x) its auditors or any qualified accountants carry out an audit in relation to its VAT assessment procedures and VAT payment in accordance with applicable law and regulations, detailing the calculation and the payment of VAT during the period since the previous audit or (as relevant) during the last six (6) calendar months and (y) the results of such audit are forthwith communicated to the Purchaser, whereby the costs of such audit shall be borne by such German Seller.

12.1.2 Negative covenants

Each Seller undertakes:

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(i) (a) not to sell, lease, transfer or dispose of, the whole or a substantial part of its business or assets whether in a single transaction or by a number of transactions. Such prohibitions do not however apply to: (w) disposals in the ordinary course of the business of the Centralising Unit or of any Seller; (x) disposals between the Centralising Unit and any Seller(s) or between any Sellers or within the GOODYEAR Group; (y) disposals for arm’s length consideration on normal commercial terms; or (z) other disposals which are not reasonably likely to materially prejudice the rights of the Purchaser hereunder or adversely and materially affect the collectibility of the Sold Receivables; and

(b) except for any intra-group mergers or reorganisations within the GOODYEAR Group, not to purchase all or part of the assets of any individual, undertaking or company, and not to enter into any merger (fusion), demerger (scission) or proceeding of a similar nature, which is reasonably likely to materially prejudice the rights of the Purchaser hereunder or adversely affects such Seller’s ability to collect the Sold Receivables;

(ii) not to vary any of its collection procedures currently in operation on the date it becomes a Seller under the Transaction Documents, without the prior written consent of the Purchaser if such a variation is reasonably likely to adversely affect the quality of such collection procedures;

(iii) not to deliver to the Purchaser any document containing information concerning the Sold Receivables which it knows to be inaccurate or incomplete;

(iv) not to deliver to the Purchaser any document containing information concerning the Sold Receivables which it, in the exercise of reasonable diligence, should reasonably have known to be inaccurate or incomplete, in any material respect;

(v) not to use any software for the management of the Sold Receivables unless the software user licence allows it to be used to monitor the Sold Receivables, except in cases that would not be reasonably likely to result in a Material Adverse Effect;

(vi) to abstain from varying the corporate purposes or changing the legal form of such Seller, except to the extent related to any intra-group mergers or reorganisations within the GOODYEAR Group or to the extent that such variation or change would not be reasonably likely to result in a Material Adverse Effect;

(vii) not to endorse, transfer or deliver to any person a Bill of Exchange relating to a Sold Receivable unless such an endorsement, transfer or delivery is made for the benefit of the Purchaser and, upon request of the Purchaser, to endorse, transfer or deliver, to the Purchaser or any third party designated by the Purchaser, acting pursuant to a power of attorney provided by a separate agreement, any and all Bills of Exchange corresponding to Sold Receivables and take all such measures deemed necessary by the Purchaser in order to preserve its rights hereunder; and

(viii) not to create, incur, assume or permit to exist any Liens (other than any Lien contemplated by the Transaction Documents) (a) in relation to any Sold Receivables (and related rights) or in respect of the Collection Accounts, with the exception of those Liens required by

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applicable laws and regulations, or (b) over the Subordinated Deposit and/or the Complementary Deposit.

12.2 Centralising Unit

12.2.1 Affirmative covenants

The Centralising Unit undertakes:

(i) to provide the Purchaser without undue delay, on a non consolidated basis, with:

(a) its annual accounts (balance sheet, profit and loss accounts and annexes), as published and certified by its statutory auditors, the related report of the board of directors and statutory auditors, and an extract of the minutes of the shareholders’ annual general meeting approving the said accounts, no later than forty-five calendar days (45) following the holding of its shareholders’ annual general meeting;

(b) all published interim financial information; and

(c) all other information, reports or statements as the Purchaser may at any time reasonably request and depending on the type of information requested, in accordance with the procedures applicable to the communication of information under this Agreement;

(ii) to request promptly any authorisation as may become necessary for the performance of its obligations under the Transaction Documents to which it is a party;

(iii) to do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except to the extent that failure to keep in effect such rights, licenses, permits privileges and franchises would not be reasonably likely to result in a Material Adverse Effect;

(iv) upon knowledge by the Centralising Unit that (a) an Early Amortisation Event has occurred, to notify forthwith the Purchaser of the same and (b) a Potential Early Amortisation Event has occurred, to notify forthwith the Purchaser of the same and, where applicable, of actions which the Centralising Unit has taken and/or proposes to take with respect thereto in order to prevent such Potential Early Amortisation Event from becoming an Early Amortisation Event;

(v) to carry on its business in accordance with all applicable laws and regulations, except where failure to do so would not be reasonably likely to result in a Material Adverse Effect;

(vi) to deliver to the Purchaser (on a date which shall be a Settlement Date during the Replenishment Period), a Solvency Certificate within six (6) calendar months after the date of delivery of the previous Solvency Certificate, in accordance with the form set out in SCHEDULE 5;

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(vii) (a) to provide the Agent two (2) Business Day before each Information Date preceding the applicable Funded Settlement Date (before 9.00 a.m.) with a copy of the List of Purchasable Receivables in the form agreed between the Parties to this Agreement and a copy of the Assessment Report (with the following tables filled: table 1, table 2, table 3, table 9 and table 11); (b) to provide the Agent on each Information Date preceding the applicable Funded Settlement Date (before noon) with a copy of the Assessment Report filled with the remaining tables left; and (c) to provide the Agent on each Information Date preceding the applicable Intermediary Settlement Date (before 11.00 p.m.) with a copy of the Assessment Report and a List of Purchasable Receivables in the form agreed between the Parties;

(viii) to provide the Purchaser (or the Agent acting in the name and on behalf of the Purchaser) on each Funded Settlement Date during the Replenishment Period before 9.00 a.m., with the Transfer Deeds;

(ix) to transmit to the Agent and the Purchaser a certificate evidencing compliance with the Financial Covenants at the time of delivery of such financial information described in points (a) and (b) of section 5.01 of the European Credit Facility;

(x) to inform the Purchaser, as soon as possible, and in so far as is permitted by applicable laws and regulations of any restructuring leading to GOODYEAR DUNLOP TIRES EUROPE B.V. ceasing to hold directly or indirectly 100% in the voting rights of the Centralising Unit;

(xi) to ensure that any information transmitted by the Centralising Unit or any of the Sellers during the course of the Securitisation Transaction and pursuant to the Transaction Documents is accurate and true in all material respects;

(xii) to maintain effective and in full force at all times the Intercompany Arrangements with the Centralising Unit and the other Sellers, and not to change such Intercompany Arrangements in any way that may adversely affect the rights of the Purchaser under the Securitisation Transaction.

12.2.2 Negative covenants

The Centralising Unit undertakes:

(i) to abstain from changing its legal form, its corporate existence and varying its corporate purposes, except to the extent that such variation or change would not be reasonably likely to adversely affect the performance of its obligations under the Transaction Documents;

(ii) not to create, incur, assume or permit to exist any Lien in relation to any of its assets, except (x) for Liens provided under the Transaction Documents, (y) to the extent such Liens do not relate to any assets in relation to the Securitisaton Transaction, for Liens created or permitted by the European Credit Facility, or (z) to the extent required by applicable laws or regulations.

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12.3 Agent

12.3.1 The Agent hereby agrees with the other Parties that it shall, at the latest on each Calculation Date:

(i) identify a selection in the List of Purchasable Receivables sent by the Centralising Unit, acting in the name and on behalf of the Sellers and of the Refinanced Seller, on the preceding Information Date, in order to select, by way of priority,

(a) the Refinanced Ongoing Purchasable Receivables title to which has passed and which have been transferred to the Purchaser from the Refinanced Seller between the last two (2) Assessment Dates and the Refinanced Remaining Purchasable Receivables which shall be purchased by the Purchaser from the Refinanced Seller on the next Settlement Date during the Replenishment Period,

(b) the Ongoing Purchasable Receivables title to which has passed and which have been transferred to the Purchaser from the Sellers between the last two (2) Assessment Dates other than, if such Calculation Date immediately precedes a Funded Settlement Date, those Ongoing Purchasable Receivables the transfer of which shall be rescinded on such Funded Settlement Date in accordance with the provisions of the French Receivables Purchase Agreement, the Spanish Receivables Purchase Agreement or the German Receivables Purchase Agreement (in that latter case only if the transfer of said Originated Ongoing Purchasable Receivables was governed by French law), and then

(c) if such Calculation Date immediately precedes a Funded Settlement Date, the Remaining Purchasable Receivables which shall be purchased by the Purchaser from the Sellers on such Funded Settlement Date during the Replenishment Period (it being provided that, for the purposes of this provision, the transfer of the Originated Ongoing Purchasable Receivables sold on the second Funded Settlement Date preceding such Calculation Date in accordance with the provisions of the French Receivables Purchase Agreement, the Spanish Receivables Purchase Agreement or the German Receivables Purchase Agreement (in that latter case only if the transfer of said Originated Ongoing Purchasable Receivables was governed by French law), will be assumed to be rescinded on the Funded Settlement Date following such Calculation Date so that such Originated Ongoing Purchasable Receivables will be treated as Remaining Purchasable Receivables to be purchased by the Purchaser on such Funded Settlement Date),

so that the Outstanding Amount of Sold Receivables and Refinanced Sold Receivables (taking into account, without double counting, the Outstanding Amount of Refinanced Ongoing Purchasable Receivables title to which has passed and which have been transferred to the Purchaser from the Refinanced Seller between the last two (2) Assessment Dates, the Outstanding Amount of Ongoing Purchasable Receivables title to which has passed and which have been transferred to the Purchaser from the Sellers between the last two (2) Assessment

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Dates, the Outstanding Amount of Remaining Purchasable Receivables to be purchased on the following Funded Settlement Date during the Replenishment Period and the Outstanding Amount of Refinanced Remaining Purchasable Receivables to be purchased on the following Funded Settlement Date during the Replenishment Period) shall not exceed the sum of the Requested Amount of the Purchaser’s Funding, the amount of the Subordinated Deposit, the Maximum Amount of the Complementary Deposit and the Discount Reserve;

(ii) identify among the Remaining Purchasable Receivables, the Ongoing Purchasable Receivables, the Refinanced Remaining Purchasable Receivables and the Refinanced Ongoing Purchasable Receivables selected in accordance with point (i) above, Eligible Receivables and Refinanced Eligible Receivables, which shall be selected so that the Outstanding Amount of Eligible Receivables and Refinanced Eligible Receivables due by Debtors of the same Group on the following Settlement Date shall not exceed the Maximum Concentration Rate multiplied by the Outstanding Amount of the Eligible Receivables and the Refinanced Eligible Receivables on such date;

(iii) if such Calculation Date immediately preceeds a Funded Settlement Date, send to the Centralising Unit, acting in the name and on behalf of the Sellers, before 5.00 pm on such Calculation Date a list containing the Remaining Purchasable Receivables and the Originated Ongoing Purchasable Receivables (and identifying specifically the Eligible Receivables) as at the next Funded Settlement Date during the Replenishment Period, along with the Outstanding Amount of Remaining Purchasable Receivables and the Outstanding Amount of Eligible Receivables (it being provided that, for the purposes of this provision, the transfer of the Originated Ongoing Purchasable Receivables sold on the second Funded Settlement Date preceding such Calculation Date in accordance with the provisions of the French Receivables Purchase Agreement, the Spanish Receivables Purchase Agreement or the German Receivables Purchase Agreement (in that latter case only if the transfer of said Originated Ongoing Purchasable Receivables was governed by French law), will be assumed to be rescinded on the Funded Settlement Date following such Calculation Date so that such Originated Ongoing Purchasable Receivables will be treated as Remaining Purchasable Receivables to be purchased by the Purchaser on such Funded Settlement Date);

(iv) calculate, with respect to the following Settlement Date, and on the basis of the information received on the preceding Information Date:

(a) the balance of the Current Account;

(b) the Discount Amount;

(c) the amount of the Discount Reserve;

(d) the Outstanding Amount of Sold Receivables, the Outstanding Amount of Refinanced Sold Receivables, the Outstanding Amount of Eligible Receivables and the Outstanding Amount of Refinanced Eligible Receivables, globally and for each Seller individually and for the Italian Seller;

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(e) the amount of the Purchaser’s Funding, including any increase or reduction in the level of such funding if such Calculation Date precedes immediately a Funded Settlement Date;

(f) the amount of the Subordinated Deposit;

(g) the amount of the Complementary Deposit;

(h) the amount of the Adjusted Collections and the Refinanced Adjusted Collections; and

(i) any other amounts agreed between the Agent and the Centralising Unit.

(v) give notice before 5.00 pm on such Calculation Date to the Centralising Unit acting, as the case may be, on its own behalf or on behalf of the Sellers, of the calculations (with supporting details) carried out pursuant to the above paragraph (iv) in order to provide the information needed, as the case may be, for the payment to be made on the following Settlement Date pursuant to Article 6.3, in accordance with the Calculation Letter described in SCHEDULE 13;

(vi) communicate to the Depositor the calculation of any Increase in the Purchaser’s Funding or any Reduction in the Purchaser’s Funding in accordance with the provisions of Article 7.3.

The Parties agree that, in the event that any Party becomes aware of any error in the calculation carried out by the Agent pursuant to the present Article 12.3.1, such Party shall forthwith notify the Agent in order to rectify such an error.

12.3.2 At the latest on each Calculation Date, the Agent shall, at the request of any Joint Lead Arranger, forthwith transmit a copy of the Assessment Reports, the Lists of Purchasable Receivables or any reporting documents relating to the Sold Receivables and Refinanced Sold Receivables and provide the Joint Lead Arrangers with any information relating to the amount of Adjusted Collections and Refinanced Adjusted Collections received by the Purchaser on such Calculation Date.

12.3.3 On each Calculation Date before 5.00 pm, the Agent undertakes to deliver forthwith, to the Centralising Unit acting in the name and on behalf of the Sellers, a document relating to the Sold Receivables and the Refinanced Sold Receivables, in the form attached hereto as SCHEDULE 10.1, as modified from time to time by the Parties, and to provide a copy of such document to the Joint Lead Arrangers.

After each Settlement Date, the Agent undertakes to deliver forthwith to each Issuer, a report document relating to the Sold Receivables and the Refinanced Sold Receivables, in the form attached hereto as SCHEDULE 10.2, as modified from time to time between the Agent, the Purchaser and the Issuers.

For the purposes of the relevant reporting documents, the Parties agree that CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK shall be responsible for ensuring that such reporting requirements are carried out.

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12.4 Failure to deliver Assessment Report or List of Purchasable Receivables

12.4.1 In the event that the Centralising Unit fails to provide the Agent with a copy of the Assessment Report and/or a List of Purchasable Receivables within one (1) Business Day after an Information Date, or provides the Agent with a copy of the Assessment Report and/or a List of Purchasable Receivables, that is incomplete in relation to one or several Sellers or Italian Seller (with respect to any Seller or to the Italian Seller, a “Delivery Failure”), the Agent shall carry out the identification and the calculations referred to in Articles 12.3.1 and 12.3.2 as follows:

• in relation to Sellers or the Refinanced Seller for which there is no Delivery Failure, on the basis of the Assessment Report and the List of Purchasable Receivables provided to the Agent on such Information Date; and

• in relation to Sellers or Refinanced Seller for which there is a Delivery Failure, on the basis of the Assessment Report and the List of Purchasable Receivables provided to the Agent on the preceding Information Date;

provided that the Centralising Unit has sent to the Agent a single consolidated Assessment Report and a single List of Purchasable Receivables. If the Agent has not received such single consolidated Assessment Report and such List of Purchasable Receivables, it shall make its calculations on the basis of the single consolidated Assessment Report and single List of Purchasable Receivables received on the previous Information Date.

12.4.2 In the event of any failure to comply with the provisions of Article 12.2.1(vi), the Centralising Unit shall comply with such provisions with respect to the documents required to be delivered on or before the next Information Date.

12.4.3 The Centralising Unit shall provide, on each Information Date, (i) the list of Sold Receivables which are Doubtful Receivables and to be retransferred to the relevant Seller in accordance with article 4.2 of the relevant Receivables Purchase Agreement and (ii) the list of Refinanced Sold Receivables which are Refinanced Doubtful Receivables and to be retransferred to the Refinanced Seller in accordance with article 3 of the Refinanced Receivables Purchase Agreement.

12.5 Purchaser

Other than as contemplated by the Transaction Documents, the Purchaser undertakes not to (a) sell, transfer or otherwise dispose of any Sold Receivables or any Refinanced Sold Receivables or (b) create, incur, assume or permit to exist any Liens over any Sold Receivables or any Refinanced Sold Receivables (and related rights), with the exception of those Liens required by applicable laws and regulations.

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CHAPTER VI

EARLY AMORTISATION

13. EARLY AMORTISATION

13.1 Early Amortisation Events in relation to the Securitisation Transaction:

The fact that the Purchaser’s Funding falls below the Minimum Amount of the Program shall constitute an Early Amortisation Event with respect to this Agreement and the Receivables Purchase Agreements.

13.2 Early Amortisation Event in relation to the Purchaser:

If any event occurs, which is not an event that is due to CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK or that could have been prevented by CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, and which, in the Rating Agencies’ opinion, jeopardises the “bankruptcy remote character” of the Purchaser, the Purchaser may or, if all the Liquidity Banks and the Fund Subscribers (which shall be consulted by the Purchaser upon the occurrence of such an Early Amortisation Event) instruct the Purchaser to do so, the Purchaser shall terminate its Commitment to purchase Ongoing Purchasable Receivables and Remaining Purchasable Receivables from the Sellers subject to notice made in writing to the Centralising Unit. In such an event, the Commitment Expiry Date shall be deemed to have occurred on the thirtieth (30th) calendar day following receipt by the Centralising Unit of the Purchaser’s Termination Notice. Such Purchaser’s Termination Notice shall state the reasons for the Rating Agencies’ opinion.

13.3 Early Amortisation Events in relation to any Seller or the Centralising Unit:

Each of the following events shall constitute an Early Amortisation Event with respect to this Agreement and the Receivables Purchase Agreements:

(i) any Seller, the Centralising Unit, GOODYEAR DUNLOP TIRES EUROPE BV, GOODYEAR or any Material Subsidiary has entered into Insolvency Proceedings;

(ii) any failure by a Seller, the Centralising Unit or GOODYEAR DUNLOP TIRES EUROPE BV to make a payment (including any deposit or transfer of Adjusted Collections to the Purchaser) when due under the Transaction Documents:

(w) which is not remedied within two (2) Business Days, provided that such failure is due to a technical reason which affects the means of payment in the banking system used by such Seller or by the Centralising Unit and is not otherwise covered by clause (y) below;

(x) which is not remedied within four (4) Business Days, where such failure arises in relation to the payment of the Management Fee or the Stand-By Fee;

(y) which is not a scheduled payment under the Transaction Documents and which is not remedied within two (2) Business Days after written notice received from the Purchaser or, if earlier, after a Responsible Officer becoming aware thereof;

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(z) which is a scheduled payment (including a payment due pursuant to Article 6.3.2) and is not otherwise covered by clause (w) or (x) above;

(iii) any restructuring of (a) a Seller leading to GOODYEAR ceasing to hold directly or indirectly more than 50% in the share capital and voting rights of such a Seller, or (b) GOODYEAR DUNLOP TIRES EUROPE BV leading to GOODYEAR ceasing to hold directly or indirectly more than 50% in the share capital and voting rights of GOODYEAR DUNLOP TIRES EUROPE BV, or (c) the Centralising Unit leading to GOODYEAR DUNLOP TIRES EUROPE BV ceasing to hold, directly or indirectly, 100% in the share capital and voting rights of the Centralising Unit;

(iv) any default by any Seller, the Centralising Unit or GOODYEAR DUNLOP TIRES EUROPE BV (including any material default in the collection obligations set forth in Articles 21, 24, 25 and 26) other than the defaults referred to in paragraph (iii) above or paragraphs (vi) and (vii) below, in relation to any of their obligations under the Transaction Documents:

• which is not remedied within one (1) Business Day after written notice received from the Purchaser or, if earlier, after a Responsible Officer becoming aware thereof, if such default is in relation to their respective obligations under Article 12.2.1 (vii), and the Centralising Unit does not comply with Article 12.4.2;

• which is not remedied within one (1) Business Day after written notice received from the Purchaser or, if earlier, after a Responsible Officer becoming aware thereof, if such default is in relation to their respective obligations under 12.2.1 (vii);

• which is not remedied within fifteen (15) Business Days after written notice received from the Purchaser or, if earlier, after a Responsible Officer becoming aware, if such default is in relation to their respective obligations under 12.1.1 (iv), 12.2.1 (x), 12.2.1 (xiii), 12.2.1 (xiv), 12.2.1 (xxi), and 12.2.1 (iv), 12.2.1 (xii);

• which is a default of the obligations arising under 12.1.2 or 12.2.2, which (a) if capable of remedy, is not remedied within fifteen (15) Business Days after written notice received from the Purchaser or, if earlier, after a Responsible Officer becoming aware, or (b) if not capable of remedy, has not been waived by the Purchaser within five (5) Business Days after written notice received from the Purchaser or, if earlier, after a Responsible Officer becoming aware;

• which is not remedied within thirty (30) Business Days after written notice received from the Purchaser, or, if earlier, after a Responsible Officer becoming aware;

(v) any failure by any Seller to deliver an Auditors Certificate with respect to such Seller complying with the relevant form attached as SCHEDULE 4 (adapted mutatis mutandis in the case of a New Seller), as provided for under Article 12.1.1(vii), which is not remedied within fifteen (15) Business Days after written notice received from the Purchaser or, if earlier, after a Responsible Officer becoming aware;

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(vi) any failure by any Seller or the Centralising Unit with respect to such Seller, the Centralising Unit to deliver a Solvency Certificate, complying with the relevant form attached as SCHEDULE 5 (adapted mutatis mutandis in the case of a New Seller), as provided for under Article 12.1.1(xii) and 12.2.1(vi), which is not remedied within ten (10) Business Days after written notice received from the Purchaser or, if earlier, after a Responsible Officer becoming aware;

(vii) any representation and warranty made by any Seller, the Centralising Unit or GOODYEAR DUNLOP TIRES EUROPE BV under the Transaction Documents (other than under Article 19), or any information contained in any document delivered by any Seller or the Centralising Unit or GOODYEAR DUNLOP TIRES EUROPE BV to the Purchaser pursuant thereto, is found to have been inaccurate on the date on which it was made or delivered, if such inaccuracy (a) is not remedied or waived accordingly within thirty (30) days after written notice received from the Purchaser, or, if earlier, after a Responsible Officer becoming aware and (b) is reasonably likely to result in a Material Adverse Effect;

(viii) any Material Indebtedness of GOODYEAR DUNLOP TIRES EUROPE BV, or any of its subsidiaries, or GOODYEAR (a) has not been paid or repaid when due (after giving effect to any applicable grace period) or (b) has become due and payable before its stated date of payment as a result of a declared default and after the expiry of any applicable grace period provided that, in each case, such default has not been waived pursuant to the terms of the relevant agreement;

(ix) there is an attachment, freezing or seizure (saisie) order against all or any material part of the property, assets or revenues of the Centralising Unit, any of the Sellers or GOODYEAR DUNLOP TIRES EUROPE BV or in the event that the Centralising Unit, any of the Sellers or GOODYEAR DUNLOP TIRES EUROPE BV has become subject at any time to any court order or other court process having similar effect and such attachment, seizure (saisie), court order or court process remains in effect and is not discharged during a period of forty-five (45) calendar days following the date on which it was served;

(x) any change of any kind in any Seller’s or Centralising Unit’s articles of association, business or assets, which would be reasonably likely to result in a Material Adverse Effect;

(xi) the validity of the Transaction Documents or a Transfer Deed issued pursuant to any Receivables Purchase Agreement or any Payment hereunder or thereunder is successfully challenged by any enforcement order issued or judgment obtained as a result of proceedings before any court (including arbitration proceedings);

(xii) whenever on three (3) successive Funded Settlement Dates the Overcollateralisation Rate is higher than the Maximum Overcollateralisation Rate and such event is not waived within thirty (30) days after notice received from the Purchaser or, if earlier, after a Responsible Officer becoming aware of such event;

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(xiii) (a) any of the Transaction Documents becomes illegal or, cannot, for any reason whatsoever, be performed pursuant to their respective terms, and such illegality or inability to be performed is reasonably expected to prejudice the rights of the Purchaser in any material respect;

(b) a Transfer Deed becomes illegal or, cannot, for any reason whatsoever, be performed pursuant to its terms, and such illegality or inability to be performed is reasonably expected to prejudice the rights of the Purchaser;

(xiv) the ratio at the end of any fiscal quarter of (x) Consolidated Net J.V. Indebtedness to (y) Consolidated European J.V. EBITDA for the most recent period of four consecutive fiscal quarters for which financial statements have been prepared (as contemplated under the European Credit Facility, is greater than 3.00 to 1.00, and there has been no Applicable Waiver or Amendment on or prior to the 60th calendar day after the occurrence of any such event. In addition, this General Master Purchase Agreement shall be automatically deemed amended, with no further actions required by the Parties, to reflect the changes made in any Applicable Waiver or Amendment).

Capitalized terms used in this Article 13.3 (xiv) and not defined in SCHEDULE 14 shall have meanings set forth for such terms in SCHEDULE 1;

(xv) if all Sellers withdraw from the Agreement in accordance with the provisions of Article 39;

(xvi) the three-month rolling average of the Delinquency Percentage exceeds 3.5 %, and such event is not waived within thirty (30) days after notice received from the Purchaser, or, if earlier, after a Responsible Officer becomes aware thereof;

(xvii) the three-month rolling average of the Default Percentage exceeds 2.4 %, and such event is not waived within thirty (30) days after notice received from the Purchaser, or, if earlier, after a Responsible Officer becomes aware thereof;

(xviii) the three-month rolling average of the Dilution Percentage exceeds 10.5 %, and such event is not waived within thirty (30) days after notice received from the Purchaser, or, if earlier, after a Responsible Officer becomes aware thereof;

(xix) with respect to any Ongoing Purchasable Receivable and/or Remaining Purchasable Receivable assigned to the Purchaser on any Funded Settlement Date (for the purposes of this clause, the “Reference Funded Settlement Date”), the Initial Purchase Price has not been paid in full at the latest on the third Funded Settlement Date following such Reference Funded Settlement Date, it being provided that, on the Calculation Date preceding, the second Funded Settlement Date following such Reference Funded Settlement Date, the Agent shall have communicated to the Centralising Unit the amount of the Initial Purchase Price of the Ongoing Purchasable Receivable and/or Remaining Purchasable Receivable sold on such Reference Funded Settlement Date that would remain unpaid on the third Funded Settlement Date following the Reference Funded Settlement Date, should the Maximum Amount of Complementary Deposit not be increased.

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13.4 Consequences of Early Amortisation Events

Except for the Early Amortisation Event described in Article 13.2, the effect of which is set out in such Article, the consequences of the Early Amortisation Events shall be as follows:

(i) If an Early Amortisation Event referred to in Articles 13.1 or 13.3 occurs and has not been waived, the Purchaser may or, if all the Liquidity Banks and the Fund Subscribers (which shall be consulted by the Purchaser upon the occurrence of such an Early Amortisation Event) instruct the Purchaser to do so, the Purchaser shall terminate by notice in writing to the Centralising Unit (the “Purchaser’s Termination Notice”), its Commitment to purchase Ongoing Purchasable Receivables and Remaining Purchasable Receivables from the Sellers. Upon knowledge by the Purchaser of the occurrence of an Early Amortisation Event and provided such Early Amortization Event has not been waived and as soon as the Purchaser has determined that such an occurrence shall entail the occurrence of the Commitment Expiry Date, a Purchaser’s Termination Notice may be sent forthwith. In such an event, the Commitment Expiry Date shall be deemed to have occurred on the date of receipt of the Purchaser’s Termination Notice by the Centralising Unit.

However, if upon consultation of the Liquidity Banks and the Fund Subscribers in accordance with the above paragraph or Article 13.2 or Article 21.3.1, no agreement can be reached among such Liquidity Banks and Fund Subscribers as to the termination by the Purchaser of its Commitment or with respect to Article 21.3.1, the termination of the appointment of each Seller for collection of the Sold Receivables, and where the Purchaser has not already decided in its own discretion to terminate, each Liquidity Bank and each Fund Subscriber may decide to terminate its own commitments under the Liquidity Agreement and/or Fund Subscription Agreement to which it is a party (any such party, the “Terminating Bank”), upon notice in writing to the Centralising Unit, the Purchaser, the other Liquidity Bank(s) and the other Fund Subscriber no later than on the Information Date preceding the Funded Settlement Date on which such termination is to be effective.

In the event of the termination by a Terminating Bank of its commitments under the Liquidity Agreement and, as the case may be, the Fund Subscription Agreement to which it is a party, the Maximum Amount of the Program shall be partially and automatically reduced by an amount equal to the commitments of such Terminating Bank under such Liquidity Agreement and, as the case may be, such Fund Subscription Agreement (without double-counting in respect of a Terminating Bank that would be a party to both a Liquidity Agreement and a Fund Subscription Agreement). Such reduction of the Maximum Amount of the Program shall take effect on the Funded Settlement Date on which the termination of its commitment by such Terminating Bank is effective and shall be definitive and irrevocable.

(ii) By way of further exception to the foregoing, if an Early Amortisation Event set forth in Article 13.3 13.3(iii), 13.3(iv), 13.3(v), 13.3(vi), 13.3(ix), 13.3(x), 13.3(xi), and 13.3(xiii) occurs exclusively in relation to certain but not all Sellers, the Purchaser shall give notice thereof to the relevant Seller(s) and the Centralising Unit. The Parties hereby agree that

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upon receipt by the relevant Seller(s) and the Centralising Unit of such notice, the Purchaser shall not be entitled to purchase any further Ongoing Purchasable Receivable or Remaining Purchasable Receivable from the relevant Seller(s) (the “Excluded Seller(s)”). The Purchaser’s Commitment shall not otherwise be affected, except that if the aggregate amount of Sold Receivables assigned by the Excluded Seller(s) on the preceding three (3) Funded Settlement Dates (or the preceding six (6) Settlement Dates in the event a Bi-monthly Management Period is outstanding) represents more than 45% of the aggregate amount of Sold Receivables assigned by all Sellers on such dates, the Commitment Expiry Date shall be deemed to have occurred on the date of receipt of the notice referred to above.

For the avoidance of doubt, any Potential Early Amortisation Event shall not constitute an Early Amortisation Event if a suitable agreement between the Parties has been reached within the grace period (if any) provided for the related Early Amortisation Event in Article 13.3.

CHAPTER VII

TAXES - CHANGES IN CIRCUMSTANCES

14. TAXES

14.1 All payments to be made by each Seller, acting as Seller or as servicer of the Sold Receivables, or by the Centralising Unit, to the Purchaser under this Agreement, the Receivables Purchase Agreements, the Master Subordinated Deposit Agreement and the Master Complementary Deposit Agreement shall be made free, clear of and without deduction for or on account of tax (not being tax imposed on the general income of the Purchaser), unless the relevant Seller or the Centralising Unit is required by mandatory provisions of law to make such a payment subject to the deduction or withholding of tax, in which case the sum to be paid by the relevant Seller or the Centralising Unit in respect of which such deduction or withholding is required to be made shall, to the extent permitted by law, be increased to the extent necessary to ensure that, after the making of the required deduction or withholding, the Purchaser receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.

In the event that any payment made by the Centralising Unit or any of the Sellers hereunder is subject to any withholding or deduction, the Purchaser shall use reasonable efforts to recover any tax credit that it may be entitled to on account of such withholding or deduction and shall remit to the Centralising Unit any amounts so recovered, up to the amount necessary for the Seller to be (after that payment) in the same after-tax position as it would have been if such withholding or deduction had not been made, but such amount shall in any event not exceed the sums so recovered by the Purchaser.

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If the increase referred to above is contrary to any applicable law, the Purchaser and the Centralising Unit, acting in the name and on behalf of the Sellers, shall work together as soon as possible and in good faith to seek a solution acceptable to the Parties.

If no suitable agreement has been reached within thirty (30) calendar days following the coming into force of such deduction or withholding of tax, the Commitment Expiry Date shall be deemed to have occurred on the thirtieth day after such deduction or withholding comes into force. The Parties hereby agree that during the thirty-day period provided in the foregoing sentence, no Ongoing Purchasable Receivable and no Remaining Purchasable Receivable shall be sold to the Purchaser by the Sellers concerned by such deduction for or on account of tax or by all the Sellers if such deduction for or on account of tax relates to the Centralising Unit, on a Funded Settlement Date.

14.2 Each Seller shall bear any VAT (a “VAT Payment”) to which any transaction contemplated under the Securitisation Transaction may be subject or give rise and which applies to any party having entered into the Securitisation Transaction (other than the Sellers and the Centralising Unit); and each Seller shall fully indemnify the Purchaser or any party having entered into the Securitisation Transaction (other than the Sellers or the Centralising Unit), in respect of any liability to pay such VAT Payment and from and against any losses or liabilities which any of them may properly incur or otherwise suffer as a result of any delay in paying or omission to pay such VAT Payment.

If a Seller makes a VAT Payment and a credit against, relief or remission for, or repayment of taxes is attributable to that VAT Payment (a “VAT Credit”), the Purchaser shall use reasonable efforts to obtain the repayment of such VAT Credit, and once the Purchaser has obtained the repayment of such VAT Credit, the Purchaser shall transfer such amount to the relevant Seller so that the Seller will be (after that payment) in the same after-tax position as it would have been in had the VAT Payment not been made by the Seller, but such amount shall in any event not exceed the sums actually paid to the Purchaser under the repayment of such VAT Credit.

14.3 In the event of any Insolvency Proceedings opened against the German Seller, if the insolvency administrator is involved in the enforcement of any pledge over the Collection Account(s) for the benefit of the Purchaser and if such insolvency administrator is entitled to claim a deduction of fees (“Enforcement Fees”) from the credit balance recorded on such Collection Account(s) at the date of institution of such Insolvency Proceedings, the German Seller and/or the Centralising Unit shall pay to the Purchaser any sums corresponding to such Enforcement Fees.

14.4 In the event that the Purchaser, the Refinanced Seller, a Liquidity Bank, a Fund Subscriber, an Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent (each a “Tax Indemnified Party”) has to bear any new tax or withholding tax or any other tax related charge not yet in force on any sum which it owes and in relation to the Securitisation Transaction, the Centralising Unit, acting in the name and on behalf of the Sellers, undertakes to indemnify such Tax Indemnified Party up to the amount of this new taxation or withholding tax or other tax charge, in the currency in which such deduction, withholding or other tax charge must be paid.

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In the event that the Purchaser or the Refinanced Seller (each a “Refinanced Tax Indemnified Party”) has to bear any deduction or withholding tax or any other tax related charge on any sum which it owes and in relation to the Refinanced Receivables Purchase Agreement, the Centralising Unit, acting in the name and on behalf of the Sellers, undertakes to indemnify such Refinanced Tax Indemnified Party up to the amount of this taxation or withholding tax or other tax charge, in the currency in which such deduction, withholding or other tax charge must be paid.

In the event that any payment is made by the Centralising Unit to the Purchaser pursuant to this Article 14.4, the Purchaser shall use reasonable efforts to recover any tax credit that it may be entitled to on account of such tax and shall remit to the Centralising Unit any amounts so recovered up to the amount necessary for the Seller to be (after that payment) in the same after-tax position as it would have been if such new tax had not been paid, within the limit of the sums so recovered by the Purchaser.

14.5 In the event that any Tax Indemnified Party (including, in particular, the Purchaser) has incurred any losses or liability resulting from or in relation to any recourse by any German tax administration against the Purchaser with respect to any Sold Receivable, the German Seller shall indemnify such Tax Indemnified Party up to the amount of such losses or liability incurred and in the currency in which such loss or liability has been incurred, provided that the recourse by such German tax administration against the Purchaser is based on section 13c of the German VAT Act or on any related or equivalent provision of German law.

14.6 Nothing in this Article 14 shall be construed so as to oblige the Purchaser to bear costs and expenses of whatever nature or to disclose confidential information relating to, inter alia, the organisation of its activities nor affect in any way its right to organise its tax affairs in a manner which it considers most beneficial.

15. CHANGES IN CIRCUMSTANCES

15.1 To the extent not already indemnified under Article 14, if, as a result of (i) the implementation, after the 2014 Amendment Date, of any change in the applicable laws, regulations, accounting standards or regulatory requirements or any change in the interpretation or application of the aforementioned and/or (ii) the implementation, after the 2014 Amendment Date, of any applicable directive, request or requirement (whether or not having the force of law) of any central bank, self-regulating organisation, governmental, fiscal, monetary or other authority (including inter alia directives, requests, instructions, accounting standards or requirements which affect the manner in which any bank is required to maintain equity capital (own funds), taking into account its assets, liabilities, contingent liabilities or commitments):

(i) the cost of the Purchaser, the Refinanced Seller, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent making available, agreeing to make available, maintaining or funding any Payment and/or assuming or maintaining their Commitment or otherwise giving effect to this Agreement shall be increased; and/or

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(ii) any sum received or receivable by the Purchaser, the Refinanced Seller, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent under the Transaction Documents shall be reduced (except for tax imposed on the general income of the Purchaser or default of a Debtor under any Sold Receivables or Refinanced Sold Receivables); and/or

(iii) the Purchaser, the Refinanced Seller, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall become liable to make any payment on account of tax (except for tax imposed on its general income), or shall be compelled or obliged to forego any interest or other return, on or calculated by reference to the Commitment or any payment under this Agreement, the Receivables Purchase Agreement and/or the Refinanced Receivables Purchase Agreement;

as soon as such event has occurred and provided that such information is publicly available, the Purchaser, the Refinanced Seller, any Liquidity Bank, any Fund Subscriber, the Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall be entitled to claim from the Centralising Unit, acting as the case may be on its own behalf or on behalf of the Sellers, an indemnity equal to (a) the increased costs referred to in (i) above, and/or (b) the reduction referred to in (ii) above and/or (c) the amount referred to in (iii) above. To this effect, the Purchaser shall give notice to the Centralising Unit, by delivering to the latter a certificate specifying in sufficient detail the occurrence of the changes in circumstances and, if possible, the estimated amount and the actual amount and the reason(s) for the indemnity payable under this Article.

15.2 In the event of any dispute as to the amount of such an indemnity, the Purchaser and the Centralising Unit acting in the name and on behalf of the Sellers, shall work together as soon as possible and in good faith to seek a solution acceptable to the Parties; in the event of a dispute, such indemnity shall nevertheless be paid by the Centralising Unit, acting on its own behalf and on behalf of the Sellers, who shall make the payment of such indemnity forthwith following receipt of the notice sent by the Purchaser.

If no suitable agreement has been reached within thirty (30) calendar days following the coming into force of such event, the Commitment Expiry Date shall be deemed to have occurred on the thirtieth day after such an event. The Parties hereby agree that during the thirty-day period provided in the foregoing sentence, no Remaining Purchasable Receivable or Ongoing Purchasable Receivable shall be sold to the Purchaser on a Funded Settlement Date.

CHAPTER VIII

ORDER OF PRIORITY - PAYMENTS

16. ORDER OF PRIORITY DURING THE AMORTISATION PERIOD

16.1 Without prejudice to Article 16.2, on each Settlement Date during the Amortisation Period, the Purchaser shall apply the Distributed Amounts, in the following order:

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1. to the payment of any of the following sums that are due and payable on such date in accordance with the provisions of the Master Senior Deposit Agreement:

1.1 the Margin due to ESTER FINANCE;

1.2 the Immobilisation Indemnity due pursuant to article 8.1 of the Master Senior Deposit Agreement;

1.3 the Deposit Fee due pursuant to article 8.2 of the Master Senior Deposit Agreement;

until their full payment;

provided that, on each Intermediary Settlement Date the sums referred to in this point 1. to be paid on the next Funded Settlement Date, calculated prorata temporis, shall be excluded from the Distributed Amounts available on such Intermediary Settlement Date and shall be reserved by the Purchaser in order to be paid on such Funded Settlement Date;

2. to the payment of any sum due and payable prior to such date, by the Sellers or the Centralising Unit to the Purchaser under the Transaction Documents and which remains unpaid on such date, until its full repayment;

3. to the payment of any sum due and payable in respect of the Purchaser’s Funding, in accordance with the provisions of the Master Senior Deposit Agreement and, pari passu, in respect of the Complementary Deposit, in accordance with the provisions of the Master Complementary Deposit Agreement, until their full payment;

4. provided that, on each Intermediary Settlement Date the sums referred to in this point 4., due in respect of the Purchaser’s Funding and to be paid on the next Funded Settlement Date shall be excluded from the Distributed Amounts available on such Intermediary Settlement Date and reserved by the Purchaser in order to be paid on such Funded Settlement Date;

5. to the payment of any outstanding Initial Purchase Price to be made pursuant to the provisions of each Receivables Purchase Agreement and which has not been made before the Amortisation Period;

6. to the payment of any outstanding Deferred Purchase Price to be made pursuant to the provisions of each Receivables Purchase Agreement;

7. to the repayment of the Subordinated Deposit.

16.2 On each Settlement Date during the Amortisation Period, if any Seller and/or the Centralising Unit fail(s) to make a payment when due under the Transaction Documents in respect of the Adjusted Collections and, pursuant to the provisions of Article 21.3, the collection mandate given to the Sellers has been terminated, the Purchaser shall apply the Distributed Amounts, in the following order:

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1. to the payment of any sums due and payable on such date in respect of the Purchaser’s Funding, in accordance with the provisions of the Master Senior Deposit Agreement, as follows:

1.1 the Margin due to ESTER FINANCE;

1.2 the Immobilisation Indemnity due pursuant to article 8.1 of the Master Senior Deposit Agreement;

1.3 the Deposit Fee due pursuant to article 8.2 of the Master Senior Deposit Agreement;

until their full payment;

provided that, on each Intermediary Settlement Date the sums referred to in this point 1. to be paid on the next Funded Settlement Date, calculated prorata temporis, shall be excluded from the Distributed Amounts available on such Intermediary Settlement Date and reserved by the Purchaser in order to be paid on such Funded Settlement Date;

2. to the payment of any sum due and payable prior to such date, by the Sellers or the Centralising Unit to the Purchaser under the Transaction Documents and which remains unpaid on such date, until its full repayment;

3. to the payment of any sum due and payable in respect of the Purchaser’s Funding, up to an amount equal to the sum due under the Transaction Documents in respect of the Adjusted Collections and which any Seller and/or the Centralising Unit has failed to pay (the “Priority Amount”);

provided that, on each Intermediary Settlement Date the sums referred to in this point 3. to be paid on the next Funded Settlement Date shall be excluded from the Distributed Amounts available on such Intermediary Settlement Date and be reserved by the Purchaser in order to be paid on such Funded Settlement Date;

4. to the payment of any sum remaining due and payable in respect of the Purchaser’s Funding, in accordance with the provisions of the Master Senior Deposit Agreement and, pari passu, in respect of that portion of the Complementary Deposit that exceeds the Priority Amount, in accordance with the provisions of the Master Complementary Deposit Agreement, until their full payment;

provided that, on each Intermediary Settlement Date the sums referred to in this point 4., due in respect of the Purchaser’s Funding and to be paid on the next Funded Settlement Date shall be excluded from the Distributed Amounts available on such Intermediary Settlement Date (and reserved by the Purchaser in order to be paid on such Funded Settlement Date;

5. to the repayment of any residual sum due in respect of the Complementary Deposit;

6. to the payment of any outstanding Initial Purchase Price to be made pursuant to the provisions of each Receivables Purchase Agreement and which has not been made before the Amortisation Period;

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7. to the payment of any Deferred Purchase Price to be made pursuant with the provisions of each Receivables Purchase Agreement;

8. to the repayment of the Subordinated Deposit.

17. PAYMENTS

17.1 For the purpose of the payment of any sum due under this Agreement, the Agent, the Purchaser, each Seller and the Centralising Unit acting, as the case may be, on its own behalf or on behalf of the Sellers, expressly agree to use exclusively the following bank accounts:

(i) the Purchaser’s Account;

(ii) the Centralising Unit’s Account;

(iii) the Collection Accounts;

(iv) the Purchaser’s Collection Accounts; and

(v) the Agent’s Account.

The Parties acknowledge that such accounts shall be used exclusively for the purposes and in accordance with the terms of this Agreement.

17.2 The Euro is the currency of payment for each and every sum due at any time under the Transaction Documents.

17.3 Without prejudice to other provisions of the Transactions Documents related to set-off, the Purchaser shall be entitled to set-off (i) any amount due and payable by the Purchaser to the Centralising Unit on its behalf or on behalf of the Sellers under the Transaction Documents and (ii) any amount due and payable by the Centralising Unit on its behalf or on behalf of the Sellers to the Purchaser under the Transaction Documents.

Without prejudice to other provisions of the Transactions Documents related to set-off, the Centralising Unit, acting on its behalf or on behalf of the Sellers, shall be entitled to set-off (i) any amount due and payable by the Purchaser to the Centralising Unit on its behalf or on behalf of the Sellers under the Transaction Documents and (ii) any amount due and payable by the Centralising Unit on its behalf or on behalf of the Sellers to the Purchaser under the Transaction Documents.

17.4 For the purposes of this Article, any payments falling due on a day which is not a Business Day shall instead fall due on the following Business Day.

17.5 The Centralising Unit acting, as the case may be, on its own behalf or on behalf of any Seller, shall give to its bank before 12.00 (noon) on the Business Day following each Calculation Date, an irrevocable instruction to transfer (ordre de virement irrévocable), from the Centralising Unit’s Account to the Purchaser’s Account, any amount due to the Purchaser on the following Settlement Date in accordance with the Transaction Documents, to be credited with immediately available funds, before 12.00 (noon), on the said Settlement Date.

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The Purchaser shall give to its bank one (1) Business Day before any Settlement Date, before 10.00 am, an irrevocable instruction to transfer (ordre de virement irrévocable), from the Purchaser’s Account to the Centralising Unit’s Account, any amount due, as the case may be, to the Centralising Unit on such Settlement Date, in accordance with the Transaction Documents, to be credited with immediately available funds, before 12.00 (noon), on the said Settlement Date.

17.6 Any default by the Centralising Unit acting, as the case may be, on its own behalf or on behalf of any Seller, in the fulfilment of its payment obligations under this Agreement shall automatically entitle the Purchaser, without having to give prior notice, to receive interest on any amounts payable and remaining unpaid (excluded), calculated from the date when such payment was due (included) until the date of actual payment, at a rate of EURIBOR 1 month + 2% per annum payable on the date of actual payment (excluded).

CHAPTER IX

PURCHASE OF ONGOING PURCHASABLE RECEIVABLES AND REMAINING

PURCHASABLE RECEIVABLES

18. CONDITIONS IN RELATION TO ANY PURCHASE OF ONGOING PURCHASABLE RECEIVABLES AND REMAINING PURCHASABLE RECEIVABLES

18.1 Conditions precedent in relation to any purchase of Ongoing Purchasable Receivables and Remaining Purchasable Receivables

The Purchaser shall not be obliged on any Funded Settlement Date during the Replenishment Period, to purchase from any Seller, Ongoing Purchasable Receivables and/or Remaining Purchasable Receivables unless each of the following conditions have been fulfilled on such Funded Settlement Date:

(i) the representations and warranties made by the Seller and the Centralising Unit referred to in Article 11 (Representations and Warranties) remain valid and accurate on such Funded Settlement Date;

(ii) the Centralising Unit has transmitted the Assessment Report to the Agent and delivered the List of Purchasable Receivables to the Purchaser on the Information Date immediately preceding such Funded Settlement Date and on the Information Date immediately preceding the precedent Intermediary Settlement Date (if such Information Date and Intermediary Settlement Date fall during a Bi-monthly Management Period);

(iii) the amount of the Subordinated Deposit, the Complementary Deposit and any Increase in the Subordinated Deposit and any Increase in the Complementary Deposit applicable on such Funded Settlement Date and on the preceding Intermediary Settlement Date (if such Intermediary Settlement Date falls during a Bi-monthly Management Period), has been recorded on the debit balance of the Current Account;

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(iv) the Payment to be made and the Transfer Deeds to be delivered pursuant hereto do not violate any law or regulation in force on such Funded Settlement Date;

(v) such Funded Settlement Date is not later than the Commitment Expiry Date;

(vi) the Purchaser has received to its satisfaction, on or before such Funded Settlement Date, (a) an Auditors Certificate in relation to each of the Sellers, not older than twelve (12) calendar months, (b) a Solvency Certificate in relation to the Centralising Unit and in relation to each of the Sellers not older than six (6) calendar months;

(vii) no Early Amortisation Event has occurred on such date;

(viii) the selection of the Remaining Purchasable Receivables and Refinanced Remaining Purchasable Receivables to be purchased from the Sellers by the Purchaser on such Funded Settlement Date has been carried out in accordance with the selection procedure set forth in Article 12.3.1; and

(ix) the Centralising Unit, acting on behalf of the Sellers, has transferred the Adjusted Collections to the Purchaser, to the extent required by Article 23 (Application of payments and payments of collections).

18.2 Conditions subsequent to any Purchase of Ongoing Purchasable Receivables and Remaining Purchasable Receivables on a Funded Settlement Date during the Replenishment Period

In the event that any of the following conditions have not been fulfilled on any Funded Settlement Date during the Replenishment Period, such a failure shall constitute an automatic and immediate termination (condition résolutoire de plein droit) of the assignment by the Sellers to the Purchaser of the Sold Receivables sold on such Funded Settlement Date:

(i) the Centralising Unit has not credited the Purchaser’s Account for an amount equal to any debit balance of the Current Account in accordance with the provisions of Article 6.3.3. on such date before 12.00 (noon);

(ii) the Depositor has not duly made or increased the Senior Deposit in respect of its commitment to effect a Senior Deposit in accordance with and subject to the terms of the Master Senior Deposit Agreement;

(iii) the Purchaser has not received from the Refinanced Seller any Refinanced Received Net Amount to be paid by the Refinanced Seller to the Purchaser on such Funded Settlement Date, in accordance with the terms and conditions of the Refinanced Receivables Purchase Agreement.

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19. CONFORMITY WARRANTIES FOR ONGOING PURCHASABLE RECEIVABLES AND REMAINING PURCHASABLE RECEIVABLES

19.1 Each Seller represents and warrants to the Purchaser that:

(i) as of the Assessment Date preceding the Funded Settlement Date on which a Remaining Purchasable Receivable shall be sold (the “Reference Funded Settlement Date”), such Remaining Purchasable Receivable (other than a Net Miscellaneous Receivable or with respect to the Initial Settlement Date a Defaulted Receivable) shall exist, and, to its knowledge, except as specifically identified on the Assessment Report preceding such Reference Funded Settlement Date (it being provided that even if such Remaining Purchasable Receivables are so identified, this shall be without prejudice to the rights of the Purchaser to exercise any recourse against the relevant Seller as provided for under this Agreement and, in particular, shall not prevent the Purchaser from exercising any recourse in connection with Article 28) shall conform with the description as it appears on the Transfer Deed and the electronic support relating to such Transfer Deed and with the applicable characteristics specified in SCHEDULE 11; and

(ii) on the day on which title to an Ongoing Purchasable Receivable shall pass and shall be transferred to the Purchaser in accordance with any Receivables Purchase Agreement, such Ongoing Purchasable Receivable shall, to its knowledge and except as specifically identified on the last Assessment Report drawn up on the Information Date following such Assessment Date (it being provided that even if such Ongoing Purchasable Receivables are so identified, this shall be without prejudice to the rights of the Purchaser to exercise any recourse against the relevant Seller as provided for under this Agreement and, in particular, shall not prevent the Purchaser from exercising any recourse in connection with Article 28), shall conform with the description as it appears on the Transfer Deed and, when originated, with the applicable characteristics specified for Remaining Purchasable Receivables in SCHEDULE 11 (mutatis mutandis).

Each Seller and the Purchaser agree that the Conformity Warranties set out in this Article:

(iii) shall be given by each Seller to the Purchaser and shall apply to all of its Ongoing Purchasable Receivables and Remaining Purchasable Receivables designated on any Transfer Deed and the related support;

(iv) shall take effect upon the mere transfer by each Seller or the Centralising Unit to the Purchaser of a Transfer Deed and the related supports, in accordance with and subject to the relevant Receivables Purchase Agreement;

(v) shall be valid (x) for any Ongoing Purchasable Receivable on the Information Date following the date on which title to such Ongoing Purchasable Receivable shall pass to the Purchaser in accordance with any Receivables Purchase Agreement and (y) for any Remaining Purchasable Receivable on the Information

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Date preceding the Funded Settlement Date on which such Remaining Purchasable Receivable shall be sold;

(vi) shall remain in force until the Purchaser’s Funding has been repaid in full.

19.2 For the avoidance of doubt, notwithstanding any other provision of the Transaction Documents, no term of this Agreement, and more generally of any other Transaction Document, shall oblige any Seller to sell or assign to the Purchaser any receivable or contract providing for any prohibition or restriction in respect of the sale or assignment of such receivable or contract to the Purchaser (to the extent such prohibition or restriction has not been waived or otherwise amended in order to permit such sale or assignment) it being understood that pursuant to § 354a subsection 1 of the German Commercial Code (Handelsgesetzbuch) the assignment of a German law governed receivable arising from a mutual commercial transaction (beiderseitiges Handelsgeschäft) will be valid notwithstanding any contractual prohibition to assign said receivables pursuant to § 399 German Civil Code (Bürgerliches Gesetzbuch).

20. IDENTIFICATION OF THE CONTRACTUAL DOCUMENTATION FOR THE SOLD RECEIVABLES - ACCESS TO DOCUMENTS

The Parties irrevocably agree that each purchase of Sold Receivables carried out pursuant to this Agreement and the relevant Receivables Purchase Agreement shall entitle the Purchaser or any other agent appointed in a discretionary way by the same, solely in order to protect and/or to enforce its right in connection with the Securitisation Transaction, to access the original copies of the contractual documentation or the computer or paper information underlying the Sold Receivables and, the support listing the Sold Receivables and to make duplicate copies of such documents; provided that (i) the Purchaser or its agent shall have the right to obtain the original copies of such documents to the extent required to enforce their rights under the Transaction Documents and (ii) in respect of the Protected Debtors, the provisions of the present Article shall only apply if the conditions set forth in the Data Protection Trust Agreement are met.

Each Seller irrevocably agrees to allow the Purchaser or any other person appointed by it unrestricted access to the said documents provided that (i) such Seller has been given two (2) Business Days prior notice thereof, (ii) the Purchaser or any other person, whom the Purchaser appoints undertakes not to disclose any confidential information except where permitted in the circumstances provided for by Article 31 (Confidentiality) and (iii) in respect of the Protected Debtors, subject to the provisions of the Data Protection Trust Agreement.

The Purchaser or any other person, whom the Purchaser appoints, shall in no way be obliged to reimburse the Centralising Unit or the Sellers, for any expense incurred by the Centralising Unit or the Sellers when allowing access to use the relevant documents, nor to compensate the Centralising Unit or the Sellers for any loss which such access or use might cause, other than any loss resulting from the gross negligence (faute lourde) or willfull misconduct (dol) of the Purchaser or such other person or the breach by the Purchaser of its material obligations under the Transaction Documents.

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CHAPTER X

COLLECTION OF SOLD RECEIVABLES

21. COLLECTION OF SOLD RECEIVABLES

21.1 Seller’s Collection Mandate

The Purchaser hereby appoints each Seller, who accepts, to act as the Collection Agent for the purposes of the collection of Sold Receivables under a Collection Mandate in accordance with the terms and subject to the conditions of this Agreement and the relevant Receivables Purchase Agreement. Each Seller hereby irrevocably renounces resigning from its role as Collection Agent for the duration of this Agreement.

In addition, the Purchaser hereby appoints the Sellers, who hereby accept to act on its behalf for the purposes of Articles 24 and 25 or where expressly provided for in this Agreement or any of the Receivables Purchase Agreements.

No Seller shall have any authority to act on behalf of the Purchaser except as provided in this Agreement or the Receivables Purchase Agreements.

21.2 Collection Support

Upon the occurrence of a Collection Rating Trigger Event, the Purchaser may request any Stand-by Servicer(s) to provide the relevant Sellers with logistic support to carry out the collection of Sold Receivables with greater efficiency, provided that the Stand-by Servicer(s) shall not be obliged to provide such logistic support. If the Centralising Unit, acting in the name and on behalf of the Sellers, accepts such offer and the relevant Stand-by Servicer(s) accept(s) to provide such logistic support, the Centralising Unit shall reimburse the Stand-by Servicer(s) with any duly documented costs incurred in connection with the setting up of such logistic support.

21.3 Termination of the Collection Mandate

21.3.1 Solely in the event of:

(i) any Early Amortisation Event under Article 13.3 (xv);

(ii) any failure of any of the Sellers to comply with their respective obligations under Article 12.1.2 (vi), which is not remedied within fifteen (15) Business Days after written notice received from the Purchaser, or, if earlier, after a Responsible Officer becoming aware;

(iii) entry of any Seller, the Centralising Unit, GOODYEAR DUNLOP TIRES EUROPE BV, GOODYEAR or any Material Subsidiary into Insolvency Proceedings;

(iv) any failure by a Seller or the Centralising Unit or GOODYEAR DUNLOP TIRES EUROPE BV to make a payment (including any deposit or transfer of Adjusted Collections to the Purchaser) when due under the Transaction Documents:

(a) which is not remedied within two (2) Business Days, provided that such failure is due to a technical reason which affects the means of payment in

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the banking system used by such Seller or by the Centralising Unit and is not otherwise covered by clause (c) below;

(b) which is not remedied within four (4) Business Days, where such failure arises in relation to the payment of the Management Fee or the Stand-by Fee;

(c) which is not a scheduled payment under the Transaction Documents and which is not remedied within two (2) Business Days after written notice received from the Purchaser or, if earlier, after a Responsible Officer becoming aware thereof;

(d) which is a scheduled payment (including a payment due pursuant to Article 6.3.2.) and is not otherwise covered by clause (a) or (b) above;

(v) any restructuring of (a) a Seller leading to GOODYEAR ceasing to hold directly or indirectly more than 50% in the share capital and voting rights of such a Seller, or (b) GOODYEAR DUNLOP TIRES EUROPE BV leading to GOODYEAR ceasing to hold directly or indirectly more than 50% in the share capital and voting rights of GOODYEAR DUNLOP TIRES EUROPE BV, or (c) the Centralising Unit leading to GOODYEAR DUNLOP TIRES EUROPE BV ceasing to hold directly or indirectly 100% in the share capital and voting rights of the Centralising Unit;

(vi) any failure by any Seller to deliver an Auditors Certificate, complying with the relevant form attached as SCHEDULE 4, as provided for under Article 12.1.1 (vii), which is not remedied within fifteen (15) Business Days after written notice received from the Purchaser or, if earlier, after a Responsible Officer becoming aware thereof;

(vii) any failure by any Seller or the Centralising Unit to deliver a Solvency Certificate, with respect to such Seller complying with the relevant form attached as SCHEDULE 5, as provided for under Article 12.1.1 (xii) and 12.2.1 (vi), which is not remedied within ten (10) Business Days after written notice received from the Purchaser or, if earlier, after a Responsible Officer becoming aware thereof;

(viii) any Material Indebtedness of GOODYEAR TIRES EUROPE BV or any of its subsidiaries, or GOODYEAR (a) has not been paid or repaid when due (after giving effect to any applicable grace period) or (b) has become due and payable before its stated date of payment as a result of a declared default and after the expiry of any applicable grace period, provided that, in each case, such default has not been waived pursuant to the terms of the relevant agreement;

(ix) any change of any kind, in any Seller’s or Centralising Unit’s articles of association, business or assets, which would be reasonably likely to result in a Material Adverse Effect;

(x) any representation and warranty made by any Seller, the Centralising Unit or GOODYEAR DUNLOP TIRES EUROPE BV under the Transaction Documents (other

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than under Article 19), or any information contained in any document delivered by any Seller or the Centralising Unit or GOODYEAR DUNLOP TIRES EUROPE BV to the Purchaser pursuant thereto, is found to have been inaccurate on the date on which it was made or delivered, if such inaccuracy (a) is not remedied or waived accordingly within thirty (30) days after written notice received from the Purchaser or, if earlier, after a Responsible Officer becoming aware thereof, and (b) is reasonably likely to result in a Material Adverse Effect;

(xi) there is an attachment, freezing or seizure (saisie) order against all or any material part of the property, assets or revenues of the Centralising Unit or any of the Sellers or GOODYEAR DUNLOP TIRES EUROPE BV or in the event that either the Centralising Unit or any of the Sellers or GOODYEAR DUNLOP TIRES EUROPE BV has become subject at any time to any court order or other court process having similar effect and such attachment, seizure (saisie), court order or court process remains in effect and is not discharged during a period of forty five (45) calendar days following the date on which it was served;

(xii) the validity of the Transaction Documents or a Transfer Deed issued pursuant to the Receivables Purchase Agreement or any Payment hereunder or thereunder is successfully challenged by any enforcement order issued or judgment obtained as a result of proceedings before any court (including arbitration proceedings);

(xiii) any of the Transaction Documents becomes illegal or, cannot, for any reason whatsoever, be performed pursuant to their respective terms, and such illegality or inability to be performed is reasonably expected to prejudice the rights of the Purchaser in any material respect;

(xiv) a Transfer Deed becomes illegal or, cannot, for any reason whatsoever, be performed pursuant to its terms, and such illegality or inability to be performed is reasonably expected to prejudice the rights of the Purchaser;

(xv) any Collection Account Agreement is terminated for whatever reason and such Collection Account Agreement is not replaced by (a) a then existing Collection Account Agreement or (b) an equivalent collection account agreement that has been approved by the Purchaser, the Agent, the Issuers, the Liquidity Banks and the Fund Subscribers (such consent not to be unreasonably withheld or delayed);

then the Purchaser may or, if all the Liquidity Banks and the Fund Subscribers (which shall be consulted by the Purchaser upon the occurrence of such an Early Amortisation Event) instruct the Purchaser to do so, the Purchaser shall terminate the appointment of each Seller for collection of the Sold Receivables by issuing or causing any other entity it has appointed for such purpose to issue to this effect:

(a) a letter sent by registered mail with acknowledgement of receipt to each Seller; and

(b) subsequently, a Notice of Transfer to each of the Debtors, in accordance with the relevant Receivables Purchase Agreement, provided that the cost of delivery of a

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Notice of Transfer is borne exclusively by the Centralising Unit, acting in the name and on behalf of the Sellers and shall be reasonable and duly documented.

The appointment of any Seller for the purpose of the collection of any Sold Receivable shall terminate automatically on the date of receipt by the Centralising Unit, acting in the name and on behalf of the relevant Seller, of the letter referred to under point (a) above. As of such date, the Seller shall forthwith transfer to the credit of the relevant Purchaser’s Collection Account any amount received from the relevant Debtors relating to the Sold Receivables, in accordance with the provisions of the Collection Account Agreements (without prejudice to the rights of the Purchaser to collect sums directly from any Collection Account(s), in accordance with the relevant provisions of the Collection Account Agreement(s)).

The termination of the appointment of a Seller as collection agent shall not affect the obligations of such Seller under this Agreement or the relevant Receivables Purchase Agreement, with the exception of those relating to the collection of the Sold Receivables. Notwithstanding any other provisions of this Agreement, neither the Purchaser nor any of its agents shall, at any time other than following the termination of the collection mandate of the Sellers pursuant to this Article 21.3.1, contact or communicate with any Debtor in respect of any Sold Receivable or the Securitisation Transaction.

21.3.2 In addition, the Purchaser shall be entitled to appoint a (or several) Back-Up Servicer(s) for the collection of all or part of the Sold Receivables for which a Notice of Transfer has been delivered to the relevant Debtors in accordance with Article 21.3.1 above.

The Purchaser confirms that, as a condition precedent to its(their) appointment(s), the Back-Up Servicer(s) have (or will have) agreed with the Purchaser to comply with the provisions of this Agreement.

Each Seller, upon being notified of the exercise of such a right by the Purchaser undertakes:

(i) to take all steps and do all things to enable the Back-Up Servicer(s) to take over the Seller’s undertakings as collection agent(s);

(ii) to deliver in accordance with the provisions of Article 20 (Identification of the contractual documentation for the Sold Receivables - Access to documents) and Article 31 (Confidentiality) to the Back-Up Servicer(s) any and all original copies of the contractual documentation or the computer information concerning the Sold Receivables as well as any other document as might be reasonably requested by the Back-Up Servicer(s) in order to perform its(their) obligations as servicer(s);

(iii) to transfer forthwith to the credit of the relevant Purchaser’s Collection Account, any Actual Collections relating to Sold Receivables it may directly receive from any Debtor;

(iv) to indemnify forthwith the Purchaser, for any reasonable costs and expenses duly evidenced and incurred by the latter in relation to the Notice of Transfer; and

(v) to indemnify forthwith the Purchaser, for any reasonable costs incurred by the latter due to the appointment of the Back-Up Servicer(s) to act as collection agent(s), provided that the Back-Up Servicer(s) furnishes(furnish) any documents evidencing such costs within the limits set forth in Article 27.3.

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The Purchaser shall, immediately upon payment by the Centralising Unit, acting on its own behalf and on behalf of the Sellers, of all amounts owed to the Purchaser, (i) take all steps necessary to terminate any rights it may have with respect to any Collection Accounts, and (ii) if the Sellers’ collection mandate has been terminated pursuant to the terms of this Article, revoke any collection mandate granted to the Back-Up Servicers or any other agent of the Purchaser.

21.3.3 Each of the Sellers hereby irrevocably renounces resigning from its role under the Collection Mandate referred to in this Article 21 for the duration of this Agreement. Such Collection Mandate may only be terminated in the circumstances and in accordance with the procedures provided for in the present Article or, with respect to a particular Seller, if it has ceased to be a party to this Agreement in accordance with the provisions herein, when all Sold Receivables originated by such Seller have been collected, repurchased in accordance with this Agreement or determined to be uncollectible.

21.4 Currency Exchange Rate

The German Seller and the UK Seller shall, each for the purposes of its role as collection agent pursuant to the Collection Mandate, transfer collections of the Sold Receivables received from English Debtors to the Purchaser and the Agent shall convert such collections in Euro at the Exchange Rate applicable at close of business on the Business Day preceding the last Assessement Date prior to such collections.

22. ASSESSMENT REPORT AND BACK-UP SERVICER REPORT

22.1 As long as a Seller acts as collection agent in respect of any Sold Receivable, such Seller shall draw up or cause to be drawn up, an Assessment Report in the form set out in SCHEDULE 3, which shall be delivered by the Centralising Unit acting in the name and on behalf of the Sellers to the Agent on each Information Date.

22.2 In the event of the termination of the Collection Mandate, in accordance with the provisions of Article 21.3, the Purchaser or, as the case may be, the Back-Up Servicers shall draw up a Back-Up Servicer Report on each Information Date.

23. APPLICATION OF PAYMENTS AND PAYMENTS OF COLLECTIONS

23.1 Application of Payments

Subject to any applicable laws and to the provisions of the Collection Account Agreements, any payment received by a Seller from any of its Debtors shall be applied first to Sold Receivables (before being applied to other obligations of such Debtor), unless the said Debtor has given express instruction otherwise.

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23.2 Payment of collections

23.2.1 In so far as a Seller acts as collection agent in respect of any Sold Receivable, the Parties agree that:

(i) during the Replenishment Period, on each Settlement Date, Adjusted Collections shall be recorded and applied in the manner provided for in Article 6;

(ii) during the Replenishment Period, on each Funded Settlement Date, the Cash Collections Advance shall be transferred by the Centralising Unit to the Purchaser’s Account before 12.00 (noon) on such Settlement Date;

(iii) on each Business Day during the Amortisation Period, the Centralising Unit shall transfer to the Purchaser’s Account the Actual Collections collected on such day.

If a Seller no longer acts as collection agent in respect of any Sold Receivable, the Parties agree that the relevant Back-Up Servicer shall transfer to each relevant Purchaser’s Collection Account the Actual Collections made in relation to the Sold Receivables purchased from such Seller. Such Actual Collections shall be applied to the payments in the manner provided for in Article 6 until the Commitment Expiry Date, and thereafter, as provided for in Article 16.

23.2.2 Except as provided for in Article 23.2.1, the Sellers and the Centralising Unit shall not be required to transfer any collections to the Purchaser.

23.3 Collection Accounts

The Sellers and the Purchaser have agreed to put in place Collection Accounts in each jurisdiction in which a Seller is located in order to segregate any cash received by the Sellers, when acting in their capacity as collection agent under the foregoing provisions and the relevant Receivables Purchase Agreement. A list of the Collection Accounts as of the 2014 Amendment Date is attached in SCHEDULE 18 (List of the Collection Accounts (as of the 2014 Amendment Date)). Without prejudice and subject to the provisions of any Collection Account Agreement, the Centralising Unit shall inform the Purchaser as soon as possible of any intent to change any existing Collection Account.

A Collection Account Agreement shall be concluded in relation to each Collection Account. Further, from the 2014 Amendment Date, all Collection Accounts used by the French Seller for the purposes of the Securitisation Transaction shall be subject to the New Collection Account Agreement or any agreement substantially in the form of the New Collection Account Agreement.

Notwithstanding the provisions of Article 23.1 hereof and of the Collection Account Agreements, the Purchaser agrees that, in the event that the Centralising Unit provides reasonably satisfactory evidence that a payment made to any Collection Account does not relate to Sold Receivables or Retransferred Receivables, the Purchaser shall promptly authorise the return of such payment to the Centralising Unit, within the limit of the credit balance of the relevant Collection Account.

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24. RENEGOTIATION

24.1 Authorisation to renegotiate in Insolvency Proceedings

Each Seller acting on behalf of the Purchaser may, in the context of Insolvency Proceedings relating to any Debtor (if Insolvency Proceedings apply to such Debtor), participate in the setting up of a voluntary rescheduling and may make proposals for that purpose, provided that:

(i) it complies with its obligations under Article 26 (Obligations of care); and

(ii) in the event that the Outstanding Amount of the Sold Receivables subject to such renegotiation exceeds € 1,500,000, it has obtained the prior written consent of the Purchaser to renegotiate.

24.2 Renegotiations as to amount and maturity date

The Purchaser agrees that each Seller, acting on behalf of the Purchaser, may issue Credit Notes, Year End Rebates or Commercial Discounts in accordance with its management procedures and accordingly modify the amount and Maturity Date of the Sold Receivables for which such Credit Notes, Year End Rebates or Commercial Discounts have been issued, provided that the Seller performs its obligations set forth under Article 28 (Deemed collections).

24.3 Other renegotiations

Subject to the provisions of Articles 24.1 and 24.2, the Purchaser authorises each Seller, acting in the name and on behalf of the Purchaser, to agree to new terms in relation to any Sold Receivable:

(a) if the Purchaser expressly consents in writing;

(b) without prior notification to or consent of the Purchaser, provided that such renegotiation:

(i) complies with its obligations under Article 26 (Obligations of care); and

(ii) does not adversely affect the rights of the Purchaser under such Sold Receivables, including any security interests, privileges and ancillary rights attached thereto; or

(c) without prior notification to or consent of the Purchaser, if such Sold Receivable is a Defaulted Receivable.

25. REPRESENTATION MANDATE

The Purchaser hereby appoints each Seller as its agent to undertake and to conduct, in the name and on behalf of the Purchaser, all proceedings in court or out of court as are necessary for the collection of the Sold Receivables, including those deeds and formalities required for such proceedings, subject to compliance with its obligations set out in Article 26 (Obligations of care). In particular, each Seller shall freely issue and conduct, in the name and on behalf of the Purchaser, all writs, pleadings, arguments, enforcement proceedings, interventions by agreement or order, defences, defences to third party proceedings, and appeals, as may be necessary in its opinion to recover the sums due under the Sold Receivables.

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The Purchaser agrees that it shall intervene in any claims or proceedings initiated upon such Seller’s request to assist such Seller in any claims or proceedings initiated by the latter, in the event that such Seller deems it necessary or whenever required by the applicable statutory or regulatory provisions.

Each Seller agrees that it shall intervene in any claim or proceedings initiated upon the Purchaser’s request to assist the Purchaser in any claims or proceedings initiated by the Purchaser, in the event that the Purchaser deems it necessary or whenever required by the applicable statutory or regulatory provisions, provided that the Purchaser shall only be entitled to initiate any such claim or proceeding in the event that (i) the collection mandate of the Sellers has been terminated pursuant to the provisions of Article 21.3 or (ii) after the Program Expiry Date, any amount remains due to the Purchaser under any of the Transaction Documents.

Furthermore, the Purchaser authorises each Seller to issue, as appropriate, a subrogation receipt to any third party in return for any full and irrevocable payment made by that third party in substitution for any Debtor.

Any expenses incurred by each Seller in carrying out its mandate shall be borne exclusively by such Seller.

26. OBLIGATIONS OF CARE

Each Seller undertakes to act in the collection of the sums due under the Sold Receivables in accordance with the standards of a prudent and informed businessman, and to be no less diligent than it would be in collecting sums due under its own receivables, and in particular:

(i) to apply to the collection of the sums due under the Sold Receivables, procedures that comply in all material respects with all applicable laws and regulations and the contracts underlying the Sold Receivables;

(ii) to take such measures as may reasonably be required to ensure that all Liens, rights, claims, privileges and other benefits (droits accessoires) attached to the Sold Receivables, remain in force and are exercised in a timely fashion;

(iii) to take such steps as are reasonably necessary to oppose any claim challenging the existence, validity, amount or maturity of the Sold Receivables or the Liens, rights, claims, privileges and other benefits attached thereto, if any;

(iv) to take such steps, including without limitation any legal actions such as proceedings in court, as may be reasonably necessary and appropriate for the collection of the sums due under the Sold Receivables; and

(v) to take such steps to cause any attachment, seizure (saisie) or any other enforcement measure levied or applied against any accounts where the sums due pursuant to the collection of Sold Receivables are received, to be released or withdrawn within thirty (30) calendar days.

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27. COMMISSION FOR AND COSTS OF COLLECTION

27.1 The Parties agree that the Sellers to whom such tasks are delegated shall not receive a commission or remuneration for providing the collection service.

27.2 Each Seller shall bear its own costs incurred in the course of providing the collection service, without any claim against the Purchaser, for reimbursement. The termination of the mandate granted to the Sellers in Article 21 (Collection of Sold Receivables) shall not give to the Sellers any right to compensation.

27.3 In the event that a (or several) Back-Up Servicer(s) is(are) appointed to act as agent for the collection of all or part of the Sold Receivables pursuant to the terms of Article 21.3, such Back-Up Servicer(s) shall be entitled to receive from the Centralising Unit, acting on behalf of the Sellers, a fee to be agreed from time to time between the Purchaser and the Back Up Servicer on any Funded Settlement Date following its appointment until the Program Expiry Date. The Parties acknowledge that the payment of such fee shall be expressly excluded from the Current Account mechanism.

In the event that the Centralising Unit fails to pay the amounts referred to under this Article 27.3 on any Funded Settlement Date, the Purchaser shall proceed forthwith to the payment of such amounts, on the Centralising Unit’s behalf. As such, the Purchaser shall be, upon delivery of a subrogation notice (quittance subrogative) by the Back-Up Servicer(s), subrogated in the rights of the Back-Up Servicer(s) against the Centralising Unit to the extent of the sums paid to the Back-Up Servicer(s).

27.4 Stand-by servicing

27.4.1 Upon the occurrence of a Collection Rating Trigger Event, the Purchaser shall be entitled to appoint any Stand-By Servicer(s) for the preparation and putting in place of any back-up servicer procedure.

27.4.2 On each Funded Settlement Date as from the appointment of any Stand-By Servicer(s) and until the appointment of a Back-Up Servicer pursuant to Article 21.3, the Centralising Unit shall pay to such Stand-By Servicer(s) a Stand-By Fee whose aim shall be to compensate the Stand-By Servicer’s undertaking to act as back-up servicer upon request during the term of the Agreement. The maximum amount of such Stand-By Fee shall be equal to, for the first year following the 2014 Amendment Date, €200,000 (exclusive of VAT) (for the up-front part), and €200,000 per annum (exclusive of VAT) (for the on-going part) and, if different, shall afterwards be agreed on or about each anniversary date of such 2008 Amendment Date between the Purchaser and the Stand-By Servicer. The Parties acknowledge that the payment of such Stand-By Fee shall be expressly excluded from the Current Account mechanism.

27.4.3 In addition, in the event that the Purchaser exercises any of its rights to collect sums directly from any Collection Account(s), in accordance with the relevant provisions of the Collection Account Agreement(s), the Centralising Unit shall pay to the Agent a fee equal to € 500 per Collection Account (VAT excluded) on the Funded Settlement Date following the exercise by the Purchaser

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of such right. The Parties acknowledge that the payment of such fees shall be expressly excluded from the Current Account mechanism.

27.4.4 In the event that the Centralising Unit fails to pay any fees described in the present Article 27.4 in a timely manner, the Purchaser shall proceed forthwith with the payment of such fees, on the Centralising Unit’s behalf to the extent of the Adjusted Collections received. As such, the Purchaser shall be, upon delivery of a subrogation notice by the Stand-By Servicer, subrogated in the rights of the Stand-By Servicer against the Centralising Unit to the extent of the sums paid to the Stand-By Servicer in respect of these fees.

27.5 Data Protection Trustee

27.5.1 The Data Protection Trustee Agreement provides that, upon the occurrence of a Collection Rating Trigger Event, the Purchaser shall be entitled to replace the then existing Data Protection Trustee by any substitute Data Protection Trustee. The Centralising Unit, acting on behalf of the German Seller, shall pay to the Data Protection Trustee the compensation contemplated in the Data Protection Trustee Agreement. The Parties acknowledge that the payment of such compensation shall be expressly excluded from the Current Account mechanism.

27.5.2 In the event that the Centralising Unit fails to pay the compensation described in the present Article 27.5, the Purchaser shall proceed with the payment of such compensation, on the Centralising Unit’s behalf to the extent of the Adjusted Collections received. As such, the Purchaser shall be, upon delivery of a subrogation notice by the Data Protection Trustee, subrogated in the rights of the Data Protection Trustee against the Centralising Unit to the extent of the sums paid to the Data Protection Trustee in respect of this compensation.

CHAPTER XI

DEEMED COLLECTIONS

28. DEEMED COLLECTIONS

28.1 Upon the occurrence of any one of the following events:

(i) the issue of any Credit Notes or Commercial Discounts as referred to in Article 24.2, in relation to any Sold Receivables;

(ii) any contract, which gives rise to a Sold Receivable, has been terminated and the relevant goods have been billed but remain to be delivered by any Seller, in whole or in part, on the termination date of such contract;

(iii) any set-off agreed by any Seller or by operation of law or by a court decision between debts owed to any Debtor and the Sold Receivables against such Debtor;

(iv) any Sold Receivable has been cancelled, in whole or in part;

(v) any Amended Invoice arises;

(vi) the issue of any Credit Note over Snow Tires, in relation to any Sold Receivables; or

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(vii) the issue of any Year End Rebates, in relation to any Sold Receivables, unless such Year End Rebates have been cancelled or paid in cash by the relevant Seller;

the relevant Seller shall be deemed to have received the amount it would have collected if such event had not occurred (the “Deemed Collection”), provided that no Deemed Collection shall be due as a result of a Debtor’s failure, independent from and beyond one Seller’s control and from any of (i) through (vii) above, to make payments in respect of Sold Receivables.

Moreover, given the internal billing procedures of each Seller, it may be the case that certain Sold Receivables are declared by a Seller as being extinguished partially or completely, in an Assessment Report and/or in any electronic file attached thereto, even though such Sold Receivables have not been fully paid by their respective Debtors (the “Deemed Extinguished Receivables”). Therefore, in order to offset the absence of any payment of cash collections arising in relation to such Deemed Extinguished Receivables, such Deemed Extinguished Receivables shall be considered as a Deemed Collection and shall be paid pursuant to Articles 28.2 and 28.3.

28.2 The relevant Sellers, the Centralising Unit and the Agent shall cooperate to determine the amount of Deemed Collections, provided that:

(i) during the Replenishment Period, the amount of Deemed Collections shall be debited from the Current Account through the adjustment of Adjusted Collections (as provided in the definition of such term);

(ii) during the Amortisation Period, the amount of Deemed Collections shall be transferred by the Centralising Unit to the Purchaser’s Account on each Funded Settlement Date and on each Intermediary Settlement Date.

28.3 In the event that any Seller or, as the case may be, the Centralising Unit, acting in the name and on behalf of the Sellers, fails to pay any Deemed Collections as required pursuant to Article 28.2 (ii), the Purchaser may automatically set-off (a) the amount of such Deemed Collections against (b) any amount due or thereafter to become due to such Seller or, as the case may be, to the Centralising Unit, under the Transaction Documents. As soon as practicable, the Purchaser shall notify the Centralising Unit after exercise of its right of set-off.

In the event that, notwithstanding such set-off, Deemed Collections still remain unpaid, the Purchaser shall have recourse against the relevant Seller’s assets or, as the case may be, against the Centralising Unit’s assets, but only to the extent of the amounts remaining unpaid.

Any unpaid Deemed Collection shall remain outstanding until it has been paid in full in accordance with the present Article 28.3.

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CHAPTER XII

MISCELLANEOUS

29. FEES AND EXPENSES

The Centralising Unit acting in the name and on behalf of the Sellers shall reimburse the Purchaser, acting for its own account and/or as proxy for (i) any reasonable and duly documented expenses (including legal fees, costs and expenses) arising out of any modification, waiver or amendment of the Transaction Documents to which the Centralising Unit and/or the Sellers are a party and requested by the Centralising Unit, acting in the name and on behalf of the Sellers, or the Rating Agencies, (ii) any reasonable and duly documented expenses, claims, damages and liabilities (including legal fees, costs and expenses) incurred in connection with the perfection, preservation and/or enforcement of the rights of the Purchaser, the Issuers, the Liquidity Banks and the Fund Subscribers under the Securitisation Transaction or (iii) any reasonable and duly documented expenses (including legal fees, costs and expenses) incurred in connection with the renewal of any Liquidity Agreement or Fund Subscription Agreement and, as the case may be, in connection with the implementation of an alternative funding described in any Bank Commitment Letter, subject to prior communication by the Purchaser to the Centralising Unit of an estimate of fees in the event that the Centralising Unit requests this estimate.

30. SUBSTITUTION AND AGENCY

Each Party shall have the right to be assisted by, to appoint or to substitute for itself one or more third parties in the performance of certain tasks provided that:

(i) such Party has given prior written notice to the other Party and, in any case, the Purchaser has notified the Rating Agencies;

(ii) such Party remains liable to the other Party for the proper performance of those tasks and the relevant third party (parties) has (have) expressly renounced any right to any contractual claim against the other Party;

(iii) the relevant third party (parties) undertake(s) to comply with all obligations binding upon such Party under this Agreement;

(iv) the Rating Agencies have confirmed that the contemplated change will not entail a downgrading or withdrawal of the current rating of the Notes issued by the Issuers or that the contemplated change will reduce such downgrading or prevent such withdrawal; and

(v) each other Party has given prior written consent to this appointment and/or substitution, such consent not to be unreasonably withheld.

31. CONFIDENTIALITY

Each Party agrees to treat all information of any kind transmitted by any other Party in connection with the Securitisation Transaction as confidential. The Parties agree not to disclose such information to any other person and to ensure that their respective personnel similarly respect the confidential nature of such information.

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This provision shall not prevent:

(i) either Party from transmitting such information as may be required by its statutory auditors, public organisations or any governmental, regulatory, fiscal, or monetary institution or other authority, in so far as it is obliged to do so by the applicable laws and regulations in force;

(ii) the Purchaser from transmitting such information to any person who will provide or will undertake to provide directly or indirectly funds to the Purchaser or any agent appointed by the Purchaser pursuant to Article 20 (Identification of the contractual documentation for the Sold Receivables - Access to Documents), provided that the Purchaser undertakes that such person shall be bound to treat such information as confidential under the same terms and subject to the same conditions as provided for in the Transaction Documents;

(iii) the Purchaser from using any original or duplicate copy of the contractual documentation or any computer information referred to in Article 20 (Identification of the contractual documentation for the Sold Receivables-Access to documents) of this Agreement in order to take all such measures deemed necessary by the Purchaser to preserve, and/or enforce its rights under the Transaction Documents, including without limitation any legal actions;

(iv) either Party from providing the Rating Agencies with any information they may require;

(v) either Party from transmitting such information as may be in the public domain other than as a result of a breach of this Article or a breach of any other confidentiality obligation;

(vi) subject to GOODYEAR’s prior written consent, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, the Issuers, the Liquidity Banks and the Fund Subscribers from using exclusively the following information: the amount involved in the Securitisation Transaction, the countries concerned, the number of Sellers, the structure of the transaction, the identity of the legal counsel involved in the Securitisation Transaction, the closing date of the Securitisation Transaction, the maturity of the Securitisation Transaction and the identity of the parties to the Securitisation Transaction; and

(vii) the Purchaser and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK from transmitting such information to any other person involved in the Securitisation Transaction, provided that the Purchaser and the CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK undertake that such person shall be bound to treat such information as confidential under the same terms and subject to the same conditions as provided for in the Transaction Documents.

This obligation to preserve confidentiality shall remain valid for ten (10) years from the Program Expiry Date.

32. NOTICES

32.1 Except as otherwise set forth in the Transaction Documents, all notices, requests or communications which must or may be made pursuant to this Agreement shall be by way of writing, mail or fax.

32.2 All notices, requests or communications to be made and all documents to be delivered from one Party to the other Party under the Transaction Documents shall be made and delivered to the addressees referred to in SCHEDULE 6 (and in the case of the Sellers, to the Centralising Unit, acting in the name and on behalf of the Sellers).

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32.3 All notices, requests or communications made and all documents delivered under the Transaction Documents shall only take effect upon the date of their receipt by its addressee.

32.4 Each of the Parties may at any time modify the addressee of the notices, requests or communications to be made and the documents to be delivered to it under the Transaction Documents by sending to that effect a letter or fax to the other Party indicating the name of the new addressee.

32.5 The Parties agree that the Centralising Unit shall be responsible for receiving written notice on behalf of the Sellers, and that any notice given to the Centralising Unit shall be deemed validly received by all of the Sellers upon receipt by the Centralising Unit.

32.6 The Parties agree that the Purchaser shall be responsible for receiving written notice on behalf of the Agent, the Joint Lead Arrangers and the Calculation Agent, and that any notice given to the Purchaser shall be deemed validly received by the Agent, the Joint Lead Arrangers and the Calculation Agent upon receipt by the Purchaser.

33. EXERCISE OF RIGHTS – RECOURSE – NO PETITION

33.1 All rights conferred on the Purchaser by this Agreement or by any other document delivered pursuant to or incidental to this Agreement, including rights conferred by law, shall be cumulative and may be exercised at any time.

33.2 The fact that a Party does not exercise a right or delays doing so shall in no way be treated as a waiver of that right. The exercise of one right or a partial exercise shall not prevent any Party from exercising such a right in the future, or from exercising any other right.

33.3 Limited Recourse

The Centralising Unit, the Agent, the Joint Lead Arrangers and the Sellers waive any right that they may have to initiate any proceeding whatsoever in relation to the contractual liability (responsabilité contractuelle) of the Purchaser, except in the case of its own gross negligence (faute lourde) or willful misconduct (dol) and agree to limit their claims and recourse against the Purchaser (including in the event of a breach by the Purchaser of any of its representations and warranties, or any of its obligations hereunder) to the amount of the Available Funds on the relevant date.

33.4 Any recourse of the Purchaser against the Sellers, the Centralising Unit or any of their respective Affiliates, directors, officers and employees in relation to the non payment by any Debtors of any sums due under the Sold Receivables, shall be limited to the amount of the Subordinated Deposit and, to the extent provided in Article 16, the Complementary Deposit.

33.5 Non Petition

The Centralising Unit, the Agent, the Joint Lead Arrangers and the Sellers irrevocably and unconditionally undertake and agree not to institute any legal proceedings, take other steps or

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institute other proceedings against ESTER FINANCE, the purpose of which is the appointment of a conciliator or an ad hoc agent, or the opening of receivership proceedings or insolvency proceedings or any other similar proceedings.

34. TRANSFERABILITY OF THIS AGREEMENT

This Agreement is entered into on the intuitu personae of the Parties. It is agreed that none of the Parties may transfer this Agreement, or the rights and obligations under this Agreement, to any third party whatsoever without the prior written consent of all the other Parties.

35. AMENDMENT TO THE TRANSACTION DOCUMENTS

35.1 No amendment to the Transaction Documents may be made without the written consent of each other party thereto and (a) unless the Rating Agencies (i) have been informed and provided by the Joint Lead Arrangers with all necessary details they may require in respect of such contemplated amendment and (ii) have confirmed that the contemplated amendment will not entail a downgrading or withdrawal of the current ratings of the Notes issued by the Issuer and, as the case may be, of the senior units issued by the Fund, or that the contemplated amendment will reduce such downgrading or prevent such withdrawal, and (b) each Issuer, each Liquidity Bank and each Fund Subscriber has given its prior written consent to such amendment (such consent not being unreasonably withheld or delayed).

35.2 Without prejudice to the foregoing, the Transaction Documents may be amended with the prior consent of the Joint Lead Arrangers, the Agent, the Purchaser (having obtained the prior consent of the Refinanced Seller) and the Centralising Unit, acting for itself and in the name and on behalf of each of the Sellers and without the explicit specific prior written consent of the Sellers in each of the following cases :

(i) the accession of any New Seller, provided that the conditions of Article 40 (Accession of New Sellers) are met;

(ii) amendments to the definition of Eligible Receivable, Eligible Debtor, Remaining Purchasable Receivable, Ongoing Purchasable Receivables, Refinanced Eligible Receivable, Refinanced Remaining Purchasable Receivable, Refinanced Ongoing Purchasable Receivables and other definitions relating to the inclusion of cross border receivables, and amendments to related representations and warranties, provided that any such amendment shall require the explicit written consent of the Seller or Sellers that shall sell such cross border receivables;

(iii) addition of new Liquidity Banks, Fund Subscribers and Issuers to the Securitisation Documents;

(iv) any changes to the calculation formulae of the Discount Rate, the Discount Reserve Rate and the Deferred Purchase Price under the Receivables Purchase Agreements and changes to the provisions of Article 10 above; and

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(v) any changes in SCHEDULE 3, SCHEDULE 9, SCHEDULE 10, SCHEDULE 12 and SCHEDULE 13.

Each Seller hereby appoints the Centralising Unit as its agent, to act in its name and on its behalf, to negotiate and execute any amendment to any of the Transaction Documents referred to above and for this purpose exempts the Centralising Unit from the restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) and similar restrictions under the laws of other juridsidctions, in each case to the extent permitted by applicable law.

35.3 Moreover, the Purchaser shall not accept any amendment to any Collection Account Agreement to which it is a party without the prior written consent of the Issuers, the Liquidity Banks and the Fund Subscribers (such consent not to be unreasonably withheld or delayed) (except where such amendment to any Collection Account Agreement consists exclusively of changing the bank at which such account is held and the financial rating of such bank is at least AA (Standard & Poor’s) and Aa1 (Moody’s Investor Services)).

The Purchaser hereby covenants to the Centralising Unit and the Sellers that none of the Securitisation Documents, to which the Centralising Unit, the Sellers, GOODYEAR DUNLOP TIRES EUROPE BV or GOODYEAR are not party, shall be amended or otherwise modified in a way adverse to the interests of the Centralising Unit, any Seller, GOODYEAR DUNLOP TIRES EUROPE BV or GOODYEAR without their prior written consent (such consent or denial thereof not to be unreasonably delayed).

36. INDEMNITIES

Without limiting any other rights which the Indemnified Parties may have under the Transaction Documents or any related documents or under applicable law, each of the Centralising Unit and each Seller hereby agrees to indemnify the Purchaser, the Refinanced Seller, the Agent, the Joint Lead Arrangers, the Calculation Agent, the Depositor, the Issuers, the Liquidity Banks and the Fund Subscribers, each of their respective affiliates and each officer, director, employee and agent of any of the foregoing (each an “Indemnified Party”) from and against any and all damages, losses, claims, liabilities, costs and expenses (including reasonable attorneys’ fees and disbursements) (and, in each case, any value added tax thereon) in any way arising out of the Transaction Documents or any documents related to the Securitisation Transaction (excluding, however, any of the foregoing (a) to the extent resulting from the gross negligence (faute lourde) or willful misconduct (dol) on the part of such Indemnified Party or the breach by an Indemnified Party of material obligations under any Transaction Document or any related document, as finally determined by a court of competent jurisdiction), or (b) constituting recourse for Sold Receivables which are not paid or are uncollectible on account of the insolvency, bankruptcy or inability to pay of the applicable obligor) (collectively, “Indemnified Amounts”), including, without limitation, any and all damages, losses, claims, liabilities, costs and expenses incurred by or asserted against any Indemnified Party as a result of:

(a) any claims, actions, suits or proceedings commenced by any Debtor or any of its affiliates or any third party in connection with any of the Sold Receivables, the Refinanced Sold Receivables, the transactions out of which they arose or the goods or services the sale or

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provision of which gave rise to any Sold Receivables and any Refinanced Sold Receivables;

(b) reliance on any representation or warranty or statement made or deemed made by or on behalf of any Seller, the Centralising Unit or GOODYEAR DUNLOP TIRES EUROPE BV under or in connection with any Transaction Document or any related agreement or any certificate or report delivered pursuant hereto or thereto that, in either case, shall have been false or incorrect when made or deemed made;

(c) any failure of any Seller, the Centralising Unit or GOODYEAR DUNLOP TIRES EUROPE BV to perform its duties or obligations under this Agreement or the other Transaction Documents;

(d) any governmental investigation, litigation or proceeding related to this Agreement or in respect of any Sold Receivable and/or any Refinanced Sold Receivables;

(e) the failure by any Seller (or any of its affiliates) to comply with any applicable law with respect to any Sold Receivable or Refinanced Sold Receivable (or any contract by which it arose or by which it is evidenced or governed), or the nonconformity of any Sold Receivable or any Refinanced Sold Receivable (or such contract) with any such applicable law, or any action taken by any of the Sellers (or their affiliates or agents) in the enforcement or collection of any Sold Receivable or any Refinanced Sold Receivable;

(f) any failure of the Purchaser to have and maintain ownership of the Sold Receivables or the Refinanced Sold Receivables, free and clear of any Liens other than those contemplated in the Transaction Documents, or any attempt by any person to avoid, rescind or set aside any sale of Ongoing Purchasable Receivables, Refinanced Ongoing Purchasable Receivables, Remaining Purchasable Receivables and/or Refinanced Remaining Purchasable Receivables to the Purchaser as contemplated by the Transaction Documents;

(g) any dispute, claim, offset or defense (other than discharge in bankruptcy or similar defense arising from the Debtor’s insolvency or inability to pay) of any Debtor to the payment of any Sold Receivable or Refinanced Sold Receivable;

(h) the failure of any Seller to pay when due any value added taxes or other taxes payable in connection with any of the Receivables or the transactions out of which they arose;

(i) any commingling of collections on Sold Receivables and/or Refinanced Sold Receivables with any other monies of the Sellers, the Centralising Unit or any of their Affiliates;

(j) the use by the Sellers or their Affiliates of any monies received by them in payment of the purchase price of Sold Receivables or Refinanced Sold Receivables;

(k) any products liability or environmental claim, or personal injury or property damage claim, or other similar or related claim or action of any sort whatsoever arising out of or in connection with goods, merchandise or services which relates to any Sold Receivables or Refinanced Sold Receivables;

(l) (i) a Payment and/or a Transfer Deed ceases to achieve a perfect transfer of Remaining Purchasable Receivables as set out in the relevant Receivables Purchase Agreement; (ii) a

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payment and/or a transfer deed ceases to achieve a perfect transfer of Refinanced Purchasable Receivables as set out in the Refinanced Receivables Purchase Agreement;

(m) any Conformity Warranty for Sold Receivables made by a Seller under Article 19 (Conformity Warranties for Ongoing Purchasable Receivable and Remaining Purchasable Receivables) (without regard to any knowledge therein) is found to have been inaccurate at the date it was made.

The Sellers and the Centralising Unit shall pay on demand to the Purchaser or, at the Purchaser’s direction, to the relevant Indemnified Parties all amounts necessary to indemnify the Indemnified Parties from and against any and all Indemnified Amounts.

37. INDIVISIBILITY

Each party acknowledges that this Agreement, the Master Subordinated Deposit Agreement and the Master Complementary Deposit Agreement shall form a single set of contractual rights and obligations and that, if the Master Subordinated Deposit Agreement, or the Master Complementary Deposit Agreement becomes void or ceases to be effective and enforceable for any reason whatsoever, this Agreement shall also become void or cease to be effective and enforceable accordingly. Any payment already made by the Centralising Unit acting in the name and on behalf of the Sellers or on its own behalf to the Purchaser under this Agreement, the Receivables Purchase Agreements, the Master Subordinated Deposit Agreement and the Master Complementary Deposit Agreement shall not be affected by such a nullity, ineffectiveness or unenforceability.

38. EXECUTION AND EVIDENCE

38.1 The Parties hereby agree that, due to the Assemblact R.C. procedure, which prevents any substitution or addition of any page, each party shall only (i) initial the first and last page of this Agreement and (ii) sign on the execution page.

38.2 The Parties hereby agree not to register this Agreement with the French tax administration, although if one party elects to do so, it shall carry out such a registration at its own expense.

38.3 In accordance with article 1325 of the French Civil Code, the Sellers, having the same interest in this Agreement, hereby agree that one (1) executed copy of this Agreement, to be kept by the Centralising Unit, shall form title and represent the obligation of each Seller as if a separate original copy had been executed by him.

39. WITHDRAWAL OF SELLERS

39.1 The Centralising Unit acting in the name and on behalf of the Sellers, may notify the Purchaser and the Joint Lead Arrangers in writing, in the form set out in SCHEDULE 7, of any request for the withdrawal of one or more Sellers from the Securitisation Transaction and the Transaction Documents to which it is a party. Such request for withdrawal shall be examined as soon as possible and shall be subject to the following conditions:

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(i) confirmation by the Rating Agencies that such withdrawal shall not entail a deterioration or withdrawal of the current rating of the Notes issued by the Issuers;

(ii) the obtaining of the prior written consent of each Liquidity Bank and each Fund Subscriber;

(iii) the conclusion of any amendment to the Transaction Documents, necessary in the Purchaser’s opinion; and

(iv) the signature by the Seller or Sellers of any document or agreement enabling the relevant Seller to withdraw as a party to this Agreement and the relevant Receivables Purchase Agreement. The Parties agree that such Seller or Sellers shall not be bound by any new obligations in respect of this Agreement and the relevant Receivables Purchase Agreement(s), without prejudice to the obligations arising before such Seller(s) withdrawal from this Agreement and the relevant Receivables Purchase Agreement(s).

39.2 The withdrawal of any Seller or Sellers shall (i) be requested by the Centralising Unit at least two (2) calendar months before the date contemplated for the withdrawal of such Seller(s) and (ii) take effect on the first Funded Settlement Date following the fulfilment of the foregoing conditions precedent. The Parties agree that each Joint Lead Arranger shall use its best efforts (dans le cadre d’une obligation de moyens) to respond as soon as possible.

39.3 Any reasonable and duly documented cost (including legal fees) and commissions incurred by the Purchaser and/or the Joint Lead Arrangers in connection with the withdrawal of one or more Sellers shall be borne by the Centralising Unit acting in the name and on behalf of the Sellers. The Parties agree that prior to notification by the Centralising Unit to the Purchaser of the request for the withdrawal of such Sellers, the Centralising Unit shall be entitled to request the Purchaser to indicate the costs to be borne in connection with such withdrawal. The Purchaser shall respond within ten (10) calendar days following such request, after which the Centralising Unit shall have five (5) calendar days to notify the Purchaser of its acceptance or refusal of such costs.

40. ACCESSION OF NEW SELLERS

40.1 By way of exception to Article 35, the Parties hereby agree that in the event of the accession of a New Seller to this Agreement, the Purchaser, acting for itself and in the name and on behalf of each of the Joint Lead Arrangers and the Agent, who hereby authorize the Purchaser to enter into the relevant accession agreement and for this purpose exempt the Purchaser from the restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) and similar restrictions under the laws of other jurisdictions, in each case to the extent permitted by applicable law, and the Centralising Unit, acting for itself and in the name and on behalf of each of the Sellers, who hereby authorize the Centralising Unit to negotiate and enter into the relevant accession agreement and for this purpose exempt the Centralising Unit from the restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) and similar restrictions under the laws of other jurisdictions, in each case to the extent permitted by applicable law, may agree to such accession by letter and in writing, subject to prior written notification by the Centralising Unit, duly authorized for the purposes hereof, to the Purchaser of this accession in the form set out in SCHEDULE 7.

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40.2 The accession of the New Seller shall take effect on the Settlement Date immediately following provided that the following conditions are met :

(i) the New Seller is an entity in which GOODYEAR DUNLOP TIRES EUROPE BV holds directly or indirectly more than 50% of the share capital and voting rights and as such exercises effective control witin the meaning of article L.511-7.3 of the Monetary and Financial Code;

(ii) the receipt by the Purchaser from (a) the Centralising Unit of evidence of the necessary corporate authorisations to cause the accession of the New Seller to this Agreement and (b) the New Seller of all the documents referred to in Article 5 in order to enable the accession of the New Seller to this Agreement and the relevant Receivables Purchase Agreement;

(iii) the receipt by the Purchaser of evidence that the existing Sellers are bound by the accession of the New Seller as a Seller under this Agreement and by the resulting amendments to the Securitisation Documents negotiated and executed on their behalf by the Centralising Unit in accordance with Article 35.2;

(iv) the receipt by the Purchaser, in a form satisfactory to the Purchaser, of all amendments required or necessary under the Transaction Documents in connection with the accession of the New Seller to this Agreement and the relevant Receivables Purchase Agreement, including the signature by the New Seller of any letter, document or amendment necessary, in the opinion of the Purchaser, to enable the New Seller to accede to the General Master Purchase Agreement and the Receivables Purchase Agreement in connection with the accession of the New Seller thereto;

(v) the receipt or the carrying out by the Purchaser , in a form and content satisfactory to the Purchaser, of an audit on the receivables and collection procedures of the New Seller;

(vi) any tests of the proposed New Seller’s information technology systems as may be requested by the Joint Lead Arrangers, the Purchaser or the Agent have been carried out with results satisfactory to Joint Lead Arrangers, the Purchaser and the Agent;

(vii) the prior written consent of the Liquidity Banks and of the Fund Subscribers and, if necessary, the Rating Agencies.

40.3 Any reasonable and documented costs (including legal fees) and fees in connection with the accession of a New Seller as Seller incurred by the Issuer, the Purchaser or the Arranger shall be borne by such New Seller or the Centralising Unit acting in the name and on behalf of the New Seller.

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CHAPTER XIII

GOVERNING LAW - JURISDICTION

41. GOVERNING LAW - JURISDICTION

41.1 This Agreement shall be governed by French law.

41.2 Any dispute as to the validity, interpretation, performance or any other matter arising out of this Agreement shall be subject to the jurisdiction of the competent courts of Paris (Cour d’appel de Paris).

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SCHEDULE 1

MASTER DEFINITIONS SCHEDULE

“2008 Amendment Date” means 23 July 2008.

“2014 Amendment Date” means 25 September 2014.

“Accounting Principles” means generally accepted accounting principles (GAAP) in the United States or any other accounting principles which may be adopted by the Centralising Unit or any of the Sellers and which apply in their relevant jurisdiction.

“Actual Collections” means all cash collections actually received by any Seller in respect of the Sold Receivables.

“Adjusted Collections” means, in relation to all the Sellers and with respect to the Sold Receivables:

(a) on any Settlement Date (other than the Initial Settlement Date) as long as the Sellers act as collection agents in respect of any Sold Receivables and in relation to the Seller(s) acting as collection agents and for which an Assessment Report and a List of Purchasable Receivables have been provided pursuant Article 12.2.1 (vii):

(i)	•   any File Collections during the period between the Assessment Date relating to the immediately preceding Settlement Date and the immediately preceding Assessment Date;
	•   less any amount received on each of the Purchaser’s Collection Accounts (net of any debit made on such Purchaser’s Collection Account, corresponding to errors, reverse entries, unpaid amounts and returns in relation to payments already made on such Collection Account) by the debiting of such Collection Accounts during the period between the Assessment Date relating to the immediately preceding Settlement Date and the immediately preceding Assessment Date;
	•   less, if such Settlement Date is a Funded Settlement Date, the Cash Collections Advance calculated by the Calculation Agent on the Calculation Date preceding such Funded Settlement Date and to the extent paid by the Centralising Unit on the Purchaser’s Account; plus

(ii) all Deemed Collections determined to have occurred in accordance with Article 28.2 during the period between the Assessment Date relating to the immediately preceding Settlement Date and the immediately preceding Assessment Date;

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(b) on any Settlement Date other than the Initial Settlement Date during the Replenishment Period, as long as the Sellers act as collection agents in respect of any Sold Receivables and in relation to the Seller(s) acting as collection agents, and for which an Assessment Report and a List of Purchasable Receivables have not been provided pursuant Article 12.2.1 (vii):

(i)	•   any Actual Collections during the period between the Assessment Date relating to the immediately preceding Settlement Date and the immediately preceding Assessment Date;
	•   less any amount received on each of the Purchaser’s Collection Accounts (net of any debit made on such Purchaser’s Collection Account, corresponding to errors, reverse entries, unpaid amounts and returns in relation to payments already made on such Collection Account) by the debiting of such Collection Accounts during the period between the Assessment Date relating to the immediately preceding Settlement Date and the immediately preceding Assessment Date;
	•   less, if such Settlement Date is a Funded Settlement Date, the Cash Collections Advance calculated by the Calculation Agent for such Settlement Date and to the extent paid by the Centralising Unit on the Purchaser’s Account; plus

(ii) all Deemed Collections determined to have occurred in accordance with Article 28.2 during the period between the Assessment Date relating to the immediately preceding Settlement Date and the immediately preceding Assessment Date;

(c) at any time, in the event of the termination of the collection mandate given to any Seller and in relation to the Sellers for which the collection mandate has been terminated and until the Program Expiry Date:

(i) all cash collections received by the Purchaser which have actually been paid by the Debtors or by any other person obliged to make payment in respect of such Sold Receivables; plus

(ii) all Deemed Collections determined to have occurred in accordance with Article 28.2; and

(d) at any time after the Program Expiry Date, all cash collections received by the Purchaser which have actually been paid by the Debtors or by any other person obliged to make payment in respect of such Sold Receivables, increased by all Actual Collections kept by the Purchaser and which have actually been paid by the Sellers daily up to the preceding Assessment Date.

“Affiliate” means, in relation to any entity, any other entity, which either directly or indirectly controls, is controlled by, or is under common control with, such an entity:

(i) for the purposes of those entities located within the French jurisdiction, the term “control”, shall have the meaning set out in article L.233.3 of the French Commercial Code (Code de commerce); and

(ii) for the purposes of those entities which are not located in France, the term control, shall mean the relationship between a parent company and a subsidiary as defined in article 1 of Directive 83/349/EEC.

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“Agent” means CREDIT AGRICOLE LEASING & FACTORING in its capacity as agent of the transaction.

“Agent’s Account” means the account number [Intentionally Omitted], opened by the Agent in the books of CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK.

“Agreement” means this general master purchase agreement, as amended and/or supplemented from time to time.

“Amended Invoice” means the sums corresponding to any Sold Receivable, which has been the subject of an issued invoice, and which, in order to (i) take into account the commercial practices of the Sellers or (ii) amend any material errors appearing on such invoice, has been cancelled and replaced by a new invoice.

“Amortisation Period” means the period of time commencing on the Commitment Expiry Date and ending on the Program Expiry Date.

“Applicable Lenders” means the lenders or other providers of funding under the European Credit Facility.

“Applicable Waiver or Amendment” means a waiver concerning, or amendment of, any of the events set forth in Article 13.3(xv) (including the related definitions) and the corresponding provision and definitions of the European Credit Facility that is approved by any combination of the lenders under the European Credit Facility, the Liquidity Banks and the Fund Subscribers representing more than 50% of the aggregate amount of (i) all loans and unused commitments under the European Credit Facility plus (ii) commitments pursuant to Liquidity Agreements and Fund Subscription Agreements (without double-counting in respect of Liquidty Banks that are parties to both a Liquidity Agreement and a Fund Subscription Agreement) to provide the outstanding amount of the Purchaser’s Funding, in each case as of the date of such approval.

“Assessment Date” means each of the dates identified as such in SCHEDULE 9 (List of Calendar Dates of the Transaction), it being provided that for as long as no Bi-monthly Management Period is outstanding, only those dates identified as “Funded Assessment Date” in SCHEDULE 9 (List of Calendar Dates of the Transaction) shall be considered as “Assessment Date”.

“Assessment Report” means the assessment report drawn up on each Information Date as of the preceding Assessment Date in accordance with Article 22, substantially in the form of SCHEDULE 3 or as modified by mutual agreement between the Centralising Unit, the Purchaser, and the Agent.

“Assignment Costs” means the amount calculated in accordance with SCHEDULE 16 - B of this Agreement.

“Auditors Certificate” means the certificate issued by any of the Sellers’ statutory auditors for the benefit of the Purchaser, as set out in the form of SCHEDULE 4.

“Available Funds” means, on any date, and with regard to the Securitisation Transaction, any sums received by or on behalf of the Purchaser and required to be held by or on behalf of the Purchaser or paid to the Centralising Unit, the Sellers or GOODYEAR DUNLOP TIRES EUROPE BV pursuant to the

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Securitisation Transaction after the allocations of funds, and subject to the order of priority, provided for under Article 16.

“Back-Up Servicer” means any entity appointed by the Purchaser to replace or assist the Sellers in the collection and servicing of the Sold Receivables.

“Back-Up Servicer Report” means the assessment report to be drawn up, as the case may be, by the Back-Up Servicer on each Information Date.

“Bank Commitment Letter” means, in relation to CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, in its capacity as Liquidity Bank and Fund Subscriber, and in relation to NATIXIS, in its capacity as Liquidity Bank, the commitment letters entered into between each such entity, on the one hand, and the Centralising Unit and the Sellers on the other hand, on the 2014 Amendment Date pursuant to which each of CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and NATIXIS undertakes, vis-à-vis the Centralising Unit and the Sellers, to provide the Purchaser with an alternative funding, subject to the conditions provided in such letter, as may be amended or supplemented from time to time.

“BARCLAYS BANK PLC” means BARCLAYS BANK PLC, a public limited company incorporated under the laws of England and Wales with registered number is 01026167, acting through its office at 5 The North Colonnade, Canary Wharf, London, E14 4BB, United Kingdom.

“Beginning of Month Purchase Date” means the first Business Day of each calendar month during the Replenishment Period.

“Bill of Exchange” means (a) any negotiable instrument in the form of a bill of exchange (lettre de change, effet de commerce, letra de cambio) or promissory note (billet à ordre, pagaré) or (b) in the case of any UK Seller, a bill of exchange as defined in the Bills of Exchange Act 1882 or (c) in the case of the German Seller, any bills of exchange (gezogene Wechsel) issued by such German Seller (with full liability) and accepted by the relevant debtor and blank-endorsed by such German Seller at a place in Germany or promissory notes (eigene Wechsel) issued and accepted by the relevant debtor and blank-endorsed by such German Seller at a place in Germany (with full liability), provided that (i) any such bill of exchange has been issued pursuant to the German Bills of Exchange Act (as in effect on the relevant purchase date), and complies with all requirements as to form under the German Bills of Exchange Act (formell ordnungsgemäßer Wechsel) and is free of any corrections; (ii) the currency of the Bill of Exchange is Euro; and (iii) the Bill of Exchange is fully enforceable against the relevant debtor, freely transferable, and free from any liens or other rights of third parties, or their equivalent issued by a Seller in connection with any Remaining Purchasable Receivables.

“Bi-monthly Management Period” means any period:

(i) starting from the first date identified as an “Intermediary Assessment Date” on SCHEDULE 9 (List of Calendar Dates of the Transaction) following the occurrence of a Collection Rating Trigger Event; and

(ii) ending on the earlier of the date on which such Collection Rating Trigger Event is no longer outstanding or has been waived by the Purchaser;

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it being provided that if the ending date of such Bi-monthly Management Period intervenes between an Information Date relating to a date identified as an “Intermediary Settlement Date” on SCHEDULE 9 (List of Calendar Dates of the Transaction) and such latter date, such ending date shall deem to occur on the Business Day following such date identified as an “Intermediary Settlement Date” on SCHEDULE 9 (List of Calendar Dates of the Transaction).

“Business Day” means any day other than a Saturday or a Sunday on which banks are open for business in Paris, Brussels, Madrid, Frankfurt, Rome, London, Jersey and New York and which is a TARGET Day.

“Calculation Agent” means CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK.

“Calculation Date” means each of the dates identified as such in SCHEDULE 9 and on which, in particular, the Agent shall make the calculations specified in Article 12.3, it being provided that for as long as no Bi-monthly Management Period is outstanding, only those dates identified as “Funded Calculation Date” in SCHEDULE 9 (List of Calendar Dates of the Transaction) shall be considered as a “Calculation Date”.

“Calculation Letter” means any letter substantially in the form of SCHEDULE 13, to be sent by the Agent in accordance with Article 12.3.1 12.3.1(c)(v).

“Cash Collections Advance” means an amount equal to the aggregate amount of the Assignment Costs, as defined in SCHEDULE 16 B.

“Centralising Unit” means DUNLOP TYRES LTD which shall act on behalf of the Sellers in relation to the implementation of the Securitisation Transaction.

“Centralising Unit’s Account” means the account number [Intentionally Omitted] opened by the Centralising Unit in the books of CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK.

“Closing Date” means 10 December 2004.

“Collection Account” means any collection account opened in any of the jurisdictions concerned by the Securitisation Transaction held by any Seller and/or the Purchaser and which is governed by and/or subject to the relevant Collection Account Agreement, it being provided that a list of the Collection Accounts as of the 2014 Amendment Date is attached in SCHEDULE 18 (List of the Collection Accounts (as of the 2014 Amendment Date)).

“Collection Account Agreement” means any of the agreements to which, inter alia, the Purchaser and the relevant Seller are parties and relating to the collection of the Sold Receivables and the related security agreements over the balance of the relevant Collection Account governed by the respective laws of the jurisdiction in which such Collection Account is located (including any deeds of charge executed between inter alia the Purchaser and the UK Seller and any compte d’affectation spécial entered into by the French Seller), as amended and restated from time to time.

“Collections for Set-off” means, with respect to any Seller and with respect to any Funded Settlement Date Reference Period, Intermediary Settlement Date Reference Period or Monthly Reference Period, the sum of the Actual Collections received by such Seller and of the Deemed Collections deemed to have been received by such Seller during such period.

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“Collection Mandate” means the mandate granted by the Purchaser to each Seller pursuant to Article 21.1.

“Collection Rating Trigger Event” means the occurrence of any of the following events:

• the financial rating assigned by Moody’s Investor Services to GOODYEAR and known as the “LT Corp Family Rating” become B1 or lower;

• the financial rating assigned by Standard & Poor’s to GOODYEAR and known as the “LT Foreign Issuer Credit Rating” become B+ or lower.

“Comfort Letter” means any of the comfort letters granted by GOODYEAR DUNLOP TIRES EUROPE BV in the form agreed between the Parties.

“Commercial Discount” means, in relation to any Sold Receivable, any decrease in the face value of such receivable resulting from the granting of a discount for prompt payment, for quantity or as fidelity premium.

“Commitment” means the commitment of the Purchaser to purchase Ongoing Purchasable Receivables and Remaining Purchasable Receivables from the Sellers, in accordance with this Agreement and the Receivables Purchase Agreements, subject to the conditions precedent and conditions subsequent set forth hereunder and thereunder.

“Commitment Expiry Date” means the earliest of the following dates:

(i) upon the occurrence of any Commitment Non Renewal in relation to all Liquidity Agreements and all Fund Subscription Agreements, the expiry of all such Liquidity Agreements and Fund Subscription Agreements;

(ii) 25 September 2019;

(iii) the date on which the Commitment is terminated in accordance with Articles 7.1.2., 13, 14 and 15; and

(iv) the date on which the Centralising Unit requests the termination of the Replenishment Period

“Commitment Non Renewal” means either (i) a Liquidity Commitment Non Renewal or a (ii) Subscription Commitment Non Renewal.

“Complementary Deposit” means any complementary deposit effected by the Centralising Unit with the Purchaser in accordance with the terms of Article 9 and the Master Complementary Deposit Agreement.

“Complementary Deposit Fee” means the fee contemplated under article 6.1 of the Master Complementary Deposit Agreement.

“Conformity Warranties” means the warranties given by each Seller to the Purchaser in accordance with Article 19 (Conformity Warranties for Ongoing Purchasable Receivable and Remaining Purchasable Receivables).

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“CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK” means a company incorporated under French law and authorised as a credit institution (établissement de crédit), having its registered office at 9 quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France, registered with the trade and companies registry (registre du commerce et des sociétés) of Nanterre under the number 304 187 701.

“CREDIT AGRICOLE LEASING & FACTORING” means a company incorporated under French law and authorised as a financing company (société de financement), having its registered office at 12, place des Etats-Unis – CS 20001, 92548 Montrouge Cedex, France, registered with the trade and companies registry (Registre du commerce et des sociétés) of Nanterre under the number 692 029 457.

“Credit Note” means, in relation to any Sold Receivable, any decrease in the face value of such receivable or any cancellation of such receivable granted by any Seller in accordance with its management procedures, other than a Credit Note over Snow Tyres and a credit note resulting from Year End Rebates.

“Credit Note over Snow Tyres” means, in relation to any Sold Receivable, any decrease in the face value of such receivable or any cancellation of such receivable granted by any Seller (i) in accordance with its respective management procedures and (ii) to a customer subsequent to the taking back by the said Seller of snow tyres.

“Current Account” means the current account relationship established between the Centralising Unit, acting in the name and on behalf of the Sellers and the Purchaser pursuant to the provisions of Article 6 (Current Account).

“Custodian” means CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, acting in its capacity as Custodian (dépositaire) of the assets of the Fund within the meaning of article L.214-183 II of the French Monetary and Financial Code (code monétaire et financier).

“Data Protection Trust Agreement” means (i) the agreement dated on or about the 2008 Amendment Date entered into between the German Seller, the Agent and the Data Protection Trustee or (ii) any substitute agreement to be entered into upon the occurrence of a Collection Rating Trigger Event pursuant to the terms of such Data Protection Trust Agreement, as amended or amended and restated from time to time.

“Data Protection Trustee” means Dr. Gustav Adolf Lange or any substitute appointed in accordance with the provisions of the Data Protection Trust Agreement.

“Debtor” means, in relation to any Sold Receivable or Refinanced Sold Receivable, the person obligated to make payment of the underlying trade receivable.

“Deemed Collections” means any amount that any Seller is deemed to have received in the circumstances set out in Article 28 (Deemed Collections), and notably any Deemed Extinguished Receivables.

“Deemed Extinguished Receivables” has the meaning set forth in Article 28 (Deemed Collections).

“Default Percentage” means on any Assessment Date preceding a Funded Settlement Date, the ratio expressed as a percentage of:

(i) the sum of (a) the Outstanding Amount of Defaulted Receivables and Doubtful Receivables that were neither Defaulted Receivables nor Doubtful Receivables as of the Assessment Date relating

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to the preceding Funded Settlement Date and (b) the Outstanding Amount of Refinanced Defaulted Receivables and Refinanced Doubtful Receivables that were neither Refinanced Defaulted Receivables nor Refinanced Doubtful Receivables as of the Assessment Date relating to such preceding Funded Settlement Date; and

(ii) the Outstanding Amount of the Sold Receivables and Refinanced Sold Receivables purchased by the Purchaser between the 6th Funded Settlement Date (excluded) preceding such Funded Settlement Date and the 5th Funded Settlement Date (included) preceding such Funded Settlement Date.

“Defaulted Receivable” means, on any Calculation Date, any Sold Receivable which, as of the preceding Assessment Date, is not a Doubtful Receivable transferred back to the Sellers and which has any of the following characteristics:

(i) the Sold Receivable remains unpaid by its relevant debtor for more than ninety (90) days after the Maturity Date of such Sold Receivable;

(ii) the Sold Receivable is owed by a Debtor which is subject to Insolvency Proceedings and has not been counted under paragraph (i) above; or

(iii) the Sold Receivable has been or, under the relevant Seller’s credit and collection policies, would have been written off as uncollectible and has not been counted under paragraph (i) or (ii) above.

“Deferred Purchase Price” means the relevant amount determined in accordance with the formula set forth in schedule 3 of the French Receivables Purchase Agreement, in schedule 4 of the German Receivables Purchase Agreement, in schedule 3 of the UK Receivables Purchase Agreement, and in schedule 3 of the Spanish Receivables Purchase Agreement.

“Delinquency Percentage” means on any Assessment Date preceding a Funded Settlement Date, the ratio expressed as a percentage of:

(i) the sum of (a) the Outstanding Amount of Delinquent Receivables and Doubtful Receivables that were neither Delinquent Receivables nor Doubtful Receivables as of the Assessment Date relating to the preceding Funded Settlement Date and (b) the Outstanding Amount of Refinanced Delinquent Receivables and Refinanced Doubtful Receivables that were neither Refinanced Delinquent Receivables nor Refinanced Doubtful Receivables as of the Assessment Date relating to the preceding Funded Settlement Date; and

(ii) the Outstanding Amount of the Sold Receivables and Refinanced Sold Receivables purchased by the Purchaser between the 5th Funded Settlement Date (excluded) before such Funded Settlement Date and the 4th Funded Settlement Date (included) before such Funded Settlement Date.

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“Delinquent Receivable” means, on any Assessment Date, any Sold Receivable which is not a Doubtful Receivable transferred back to the Sellers and which has any of the following characteristics:

(i) the Sold Receivable remains unpaid by its relevant Debtor for more than sixty (60) days after the Maturity Date of such Sold Receivable;

(ii) the Sold Receivable is owed by a Debtor which is subject to Insolvency Proceedings and has not been counted under paragraph (i) above; or

(iii) the Sold Receivable has been or, under the relevant Seller’s credit and collection policies, would have been written off as uncollectible and has not been counted under paragraph (i) or (ii) above.

“Deposit Fee” means the fee due to CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, in the conditions set forth in article 8 of the Master Senior Deposit Agreement and which shall be paid by ESTER FINANCE to CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, or any credit institution which replaces the latter for the purposes of carrying out its functions under the Master Senior Deposit Agreement, as a remuneration for its undertaking to make the Senior Deposit on a periodic basis during the Replenishment Period. It is agreed that the Deposit Fee shall be paid to CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, or any other credit institution which replaces the latter for the purposes of carrying out its functions under the Master Senior Deposit Agreement, even after the transfer to the Fund of receivables in repayment of the Senior Deposit.

“Depositor” means CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK acting in its capacity as depositor pursuant to the Master Senior Deposit Agreement and any successor, transferee or assignee.

“Dilution Percentage” means as calculated on any Calculation Date preceding a Funded Settlement Date, the ratio expressed as a percentage of:

(i) the aggregate amount of Credit Notes and Refinanced Credit Notes issued between the Assessment Date (included) preceding such Funded Settlement Date and the Assessment Date (excluded) preceding the preceding Funded Settlement Date; and

(ii) the Outstanding Amount of the Sold Receivables and Refinanced Sold Receivables purchased by the Purchaser between the Funded Settlement Date (excluded) before the last Assessment Date and the last Funded Settlement Date (included) preceding such last Assessment Date.

“Discount Amount” means the relevant amount determined in accordance with the formula set forth in schedule 2 of the French Receivables Purchase Agreement, in schedule 3 of the German Purchasable Receivables Agreement, in schedule 2 of the UK Receivables Purchase Agreement, and in schedule 2 of the Spanish Receivables Purchase Agreement.

“Discount Rate” has the meaning set forth in SCHEDULE 16 C.

“Discount Reserve” means the amount calculated in accordance with SCHEDULE 16 A.

“Discount Reserve Rate” means the amount calculated in accordance with schedule 1 of the Master Subordinated Deposit Agreement.

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“Distributed Amounts” means, on any Settlement Date during the Amortisation Period, the sum of:

• the amount of Adjusted Collections as determined as of such date;

• the amount in the Purchaser’s Account as of the last Assessment Date, within the limit of the sums in the Purchaser’s Account on such Settlement Date;

• the amount in each Purchaser’s Collection Account (net of any debit made on such Purchaser’s Collection Account, corresponding to errors, reverse entries, unpaid amounts and returns in relation to payments already made on the corresponding Collection Account) as of the last Assessment Date, within the limit of the sums in each Purchaser’s Collection Account on such Settlement Date;

• the amount of the Refinanced Received Net Amount, as calculated for such Settlement Date, in accordance with the provisions of the Refinanced Receivables Purchase Agreement; and

• any investment proceeds of the Actual Collections received by the Purchaser in accordance with Article 23.2 and not yet allocated in accordance with Article 16.

“Doubtful Receivable” means on any Assessment Date any Sold Receivable which is, according to the Accounting Principles, doubtful given the situation of the Debtor or open to challenge.

“Downgrading Event” means, in relation to a Liquidity Bank, the downgrading of its rating by a Rating Agency under A1 (for Moody’s Investors Services), P1 (for Standard & Poors) or F1 (for Fitch Ratings).

“Early Amortisation Event” means any of the events set out in Article 13 (Early Amortisation).

“Eligible Debtor” means a Debtor having the characteristics described in detail in article 8 of each Receivables Purchase Agreement.

“Eligible Laws” means in respect of receivables assigned or transferred by the German Seller, Belgian law, English law, French law, German law, Italian law and Spanish law.

“Eligible Receivable” means any Sold Receivable which has the following characteristics on the Settlement Date during the Replenishment Period:

(i) such Sold Receivable corresponds to a delivery of goods which has been made or to a service which has been performed and such Sold Receivable has been invoiced;

(ii) the Maturity Date of such Sold Receivable is not later than 180 days after the Assessment Date preceding such Settlement Date;

(iii) the Sold Receivable has not remained unpaid by the relevant Debtor for more than 72 days after the Maturity Date of such Sold Receivable;

(iv) the debtor of such Sold Receivable has a V.A.T or a CMS identification number indicated in the electronic support attached to the relevant Transfer Deed delivered to the Purchaser in relation to such Sold Receivable and such Sold Receivable is identified on such electronic support in a manner which complies with the electronic exchange procedures agreed between the Agent, the Purchaser, the Centralising Unit and the Sellers; and

(v) the Sold Receivable is not a Net Miscellaneous Receivable.

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“End of Month Cut-Off Date” means the last calendar day of each calendar month.

“ESTER FINANCE” means ESTER FINANCE TITRISATION S.A., company incorporated under French law and authorised as a specialized credit institution (établissement de crédit spécialisé), having its registered office at 9 quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France, registered with the trade and companies registry (registre du commerce et des sociétés) of Nanterre under the number 414 886 226.

“EURIBOR 1 month” means the reference rate known as the “European Inter-Bank Offered Rate” in the form of the rate listed under the aegis of the European Banking Federation and published at approximately 11.00 am (Brussels time), by REUTERS (page EURIBOR01 or EURIBOR365 or whatever page that may be substituted therefore) for a one (1) month period.

“Euro”, “€” or “EUR” means the currency of the participating Member States in accordance with the definition given under article 119-2 of the Treaty on the Functioning of the European Union and in Council Regulation (EC) n. 974/98 of May 3, 1998 on the introduction of the euro.

“European Credit Facility” means the Amended and Restated Revolving Credit Agreement, dated as of 20 April 2011 as amended and restated, refinanced, replaced or otherwise modified from time to time, among GOODYEAR DUNLOP TIRES EUROPE BV, the other borrowers thereunder, the lenders thereunder, JPMorgan Europe Limited, as administrative agent, and the other parties thereto.

“Event of Separation of Flows” means any Early Amortisation Event and , in any case, the starting of the Amortisation Period.

“Exchange Rate” means, at any time, the rate of exchange of GBP for Euro, as it appears on the Internet site of the Banque de France at close of business on the Business Day preceding the last Assessment Date.

“Excluded Debtor” means any debtor mentioned in the list set forth in SCHEDULE 12, as may be modified by mutual agreement between the Centralising Unit, the Purchaser and the Agent, in accordance with the provisions of Article 35.

“File Collections” means, with respect to any period, all collections (excluding Deemed Collections) on Sold Receivables which, on the basis of the information included in any Assessment Report and the electronic date file attached thereto, were expected to be received during such period by a Seller as calculated by the Agent on the basis of the Assessment Reports and the electronic support attached thereto.

“Financial Covenants” means the financial covenants set forth in Article 13.3(xv) and the related definitions.

“Financial Indebtedness” means, in relation to any person:

(i) any indebtedness for monies borrowed or raised by that person;

(ii) any indebtedness (actual or contingent) of that person under any guarantee, security, indemnity or other commitment designed to protect any creditor against loss in respect of any Financial Indebtedness of any third party;

(iii) any indebtedness under or in respect of any acceptance credit opened on behalf of that person;

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(iv) any indebtedness under any debenture, note, bond, certificate of deposit, cash certificate, bill of exchange, commercial paper or similar instrument on which that person is liable as drawer, acceptor, endorser, issuers or otherwise;

(v) any indebtedness for money owing in respect of any interest rate swap or currency swap, such indebtedness to be measured on a marked-to-market basis at the relevant time and to include, vis-à-vis any particular counterparty, application of the relevant ISDA or FBF netting procedures; and

(vi) any payment obligations under any lease entered into for the purpose of obtaining or raising finance.

“Free Equity Amount” shall have the meaning as set forth in Article 3.6.3.

“French Seller” means GOODYEAR DUNLOP TIRES FRANCE S.A. or any New Seller that is organized under French law.

“Fund” means FCT Triple P, a fonds commun de titrisation, set up by the Management Company and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (as depositary) in accordance with the provisions of articles L.214-168 to L. 214-175 and L. 214-180 to L. 214-186 and articles R. 214-217 to R. 214-235 of the French Monetary and Financial Code (code monétaire et financier) for the purposes of the Securitisation Transaction.

“Fund Subscriber” means any of:

(a) CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK; and

(b) BARCLAYS BANK PLC.

“Fund Subscriber Option” has the meaning ascribed to such term in paragraph (F) of the preamble of the Agreement.

“Fund Subscription Agreement” means any subscription agreement entered into between the Fund and the relevant Fund Subscriber pursuant to which such Fund Subscriber has undertaken to subscribe for units issued by the Fund.

“Funded Assessment Date” means each of the Assessment Dates relating to a Funded Settlement Date as identified in SCHEDULE 9 (List of Calendar Dates of the Transaction).

“Funded Settlement Date” means the Initial Settlement Date and each of the dates identified as “Funded Settlement Date” in SCHEDULE 9 (List of Calendar Dates of the Transaction) falling on or prior to the Program Expiry Date.

“Funded Settlement Date Reference Period” means, with respect to any Reference Funded Settlement Date before the Commitment Expiry Date, during any Bi-monthly Management Period, the period starting on the Intermediary Assessment Date (excluded) of the calendar month immediately following such Reference Funded Settlement Date and ending (i) on the following Funded Assessment Date (included) or (ii) if an Early Amortisation Event occurs before such Funded Assessment Date, on the date of such Early Amortisation Event.

“GAAP” means, in relation to any person, the generally accepted accounting principles in the jurisdiction

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in which such person is organized.

“GBP” means the currency which is legal tender in the United Kingdom at the present time, or any other currency that may replace it.

“German Party” shall have the meaning given to such term under the version of this Agreement executed on the Closing Date.

“German Seller” means GOODYEAR DUNLOP TIRES GERMANY GmbH or any New Seller that is organized under German law.

“GOODYEAR” means the parent company of the Goodyear Group, i.e. THE GOODYEAR TIRE & RUBBER COMPANY, a company incorporated under the laws of Ohio, having its registered office at 200 Innovation Way, Akron, Ohio, United States of America.

“GOODYEAR Group” means the group of entities comprised of GOODYEAR and its Affiliates.

“GOODYEAR DUNLOP TIRES EUROPE BV” means the Goodyear Dunlop Tires Europe B.V., parent company of the French, German, UK and Spanish Sellers, incorporated under the laws of the Netherlands, having its registered office at De Boelelaan 7, 1083 HJ, Amsterdam, The Netherlands, and registered with the Companies Registry of Amsterdam under the number 33225215.

“Governmental Authorisation” means any authorization given by any “Governmental Authority” as such term is defined in the European Credit Facility.

“Group” means, in relation to any Debtor, the group of entities comprised of this Debtor and its Affiliates.

“Immobilisation Indemnity” means any immobilisation indemnity paid by ESTER FINANCE to the Depositor in accordance with the Master Senior Deposit Agreement.

“Increase in the Complementary Deposit” means, on any Settlement Date during the Replenishment Period, the excess of (a) the amount of the Complementary Deposit on such Settlement Date in accordance with the Master Complementary Deposit Agreement over (b) the amount of the Complementary Deposit on the preceding Settlement Date.

“Increase in the Subordinated Deposit” means, on any Settlement Date during the Replenishment Period, the excess of (a) the amount of the Subordinated Deposit on such Settlement Date in accordance with the Master Subordinated Deposit Agreement over (b) the amount of the Subordinated Deposit on the preceding Settlement Date.

“Information Date” means each of the dates identified as such in SCHEDULE 9 and on which the Centralising Unit, acting in the name and on behalf of the Sellers, is required to transmit to the Agent the Assessment Report prepared as of the preceding Assessment Date, as well as the List of Purchasable Receivables, it being provided that for as long as no Bi-monthly Management Period is outstanding, only those dates identified as “Funded Information Date” in SCHEDULE 9 (List of Calendar Dates of the Transaction) shall be considered as “Information Date”.

“Initial Purchase Price” means, in relation to any Remaining Purchasable Receivable or Ongoing Purchasable Receivable acquired or to be acquired by the Purchaser in respect of each Seller, the Outstanding Amount of such Remaining Purchasable Receivable or Ongoing Purchasable Receivable less, in each case, the applicable Discount Amount.

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“Initial Settlement Date” means 21^st December 2004.

“Insolvency Proceedings” means:

(i) in relation to any person being resident in France or having its principal place of business in France:

• a reference to such person being unable to pay its debt as they fall due (cessation des paiements) or initiating voluntary arrangements with its creditors (règlement amiable) or being subject to insolvency proceedings opened by a competent court (sauvegarde, sauvegarde accélérée, sauvegarde financière accélérée, redressement or liquidation judiciaire), all of which as construed by articles L.611-1 et seq. of the French Commercial Code or, as the case may be, by articles L.620-1 et seq. of the French Commercial Code, it being provided that such provisions shall not apply to MAGENTA (unless (y) MAGENTA happens not being a French securitisation company (société de titrisation), within the meaning of articles L. 214-179 et seq. of the French Monetary and Financial Code (code monétaire et financier), anymore or (z) Book VI of the French Commercial Code happens to be applicable to French securitisation companies (sociétés de titrisation), within the meaning of articles L. 214-179 et seq. of the French Monetary and Financial Code (code monétaire et financier));

• whenever any auditor of such person has declared an alert procedure (procédure d’alerte) within the meaning of article 234-1 of the French Commercial Code (code de commerce);

(ii) in relation to any person being resident in Germany or having its principal place of business in Germany, a reference to such person that is overindebted (überschuldet), unable to pay its debts as they fall due (zahlungsunfähig) or such status is imminent (drohende Zahlungsunfähigkeit) or is subject to insolvency (including preliminary insolvency proceedings) or dissolution proceedings;

(iii) in relation to any person being resident in Spain or having the center of its interests in Spain, (hereinafter, the “Spanish Resident”):

• the Spanish Resident is unable to pay its debts as they fall due, on regular basis, within the meaning of article 2 of the Spanish law 22/2003, dated July 9, 2003;

• the Spanish Resident files an application with a court to be declared to be subject to creditors’ composition (concurso) within the meaning of the Spanish law 22/2003, dated July 9, 2003, or subject to any equivalent situation as provided by any law that could complement, replace or amend it;

• a third party applies to a court for a declaration that the Spanish Resident is subject to creditors’ composition (concurso) within the meaning of the Spanish law 22/2003 and the court accepts to follow the creditors’ composition proceedings, or any other equivalent situation as provided by any other law that could complement, replace or amend them;

• the Spanish Resident is subject to governmental or judicial administration in Spain (intervención administrativa or administración judicial);

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• any insolvency proceeding, as defined in Council Regulation (EC) No 1346/2000, of 29 May 2000 on Insolvency Proceedings is taken in any jurisdiction regarding the Spanish Resident;

(iv) in relation to any person being resident in Italy or having the center of its interests in Italy, (hereinafter, the “Italian Resident”):

• the Italian Resident is insolvent, being unable to fulfil its obligations regularly, namely in due time and with usual means, pursuant to article 5 of the Italian Bankruptcy Law (insolvenza);

• the Italian Resident is declared bankrupt upon its own application or petition of the creditor/s or petition of the Public Prosecutor, pursuant to articles 6 et seq. of the Italian Bankruptcy Law (fallimento);

• the Italian Resident, being insolvent, files an application for arrangement with creditors with the competent judge, proposing an arrangement pursuant to articles 160 et seq. of the Italian Bankruptcy Law (concordato preventivo e accordi di ristrutturazione);

• the Italian Resident is under Compulsory administrative liquidation pursuant to articles 194 et seq. of the Italian Bankruptcy Law (liquidazione coatta amministrativa);

• the Italian Resident, being a large undertaking, is under extraordinary administration pursuant to Law 270/1999 (amministrazione straordinaria);

• if and when applicable, the Italian Resident, being eligible for the extraordinary administration and meeting additional requirements set by law, is under reorganization pursuant to Legislative Decree no. 347 of 23 December 2003, as amended subsequently (ristrutturazione industriale di grandi imprese in stato di insolvenza);

• any of the above insolvency proceeding is taken in any jurisdiction regarding the Italian Resident pursuant to Council Regulation (EC) no. 1346/2000 of 29 May 2000 on insolvency proceedings;

(v) in relation to any person being resident in the Netherlands or having its principal place of business in the Netherlands, (hereinafter, the “Dutch Resident”), a reference to such person that is subject to any bankruptcy (faillissement), suspension of payments (surséance van betaling) or any other insolvency proceedings listed in Annex A of the Council Regulations (EC) No. 1346/2000 on Insolvency Proceedings or any other insolvency proceedings or analogous proceeding in each case opened by a competent court, including, but not limited to, emergency regulations (“noodregeling”) pursuant to Chapter 3.5 (Bijzondere regels en maatregelen ten aanzien van financiële ondernemingen werkzaam op de financiële markten) of the Dutch Act on Financial Supervision (Wet op het financieel toezicht), as amended.

(vi) in relation to any person being resident in the United States or having its principal place of business in the United States:

(a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (x) liquidation, reorganization, bankruptcy, moratorium, suspension of payment or other relief in respect of such person or its debts, or of a substantial part of its assets, under any U.S. federal, state or foreign bankruptcy, insolvency, receivership

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or similar law now or hereafter in effect or (y) the appointment of a receiver, trustee in bankruptcy, custodian, sequestrator, conservator or similar official for such person or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered;

(b) such person (v) voluntarily commences any proceeding or files any petition seeking liquidation, reorganization, bankruptcy, moratorium, suspension of payment or other relief under any U.S. federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (w) consents to the institution of, or fails to contest in a timely and appropriate manner, any proceeding or petition described in clause (a) of this section, (x) applies for or consents to the appointment of a receiver, trustee in bankruptcy, custodian, sequestrator, conservator or similar official for such person or for a substantial part of its assets, (y) makes a general assignment for the benefit of creditors or (z) takes any action for the purpose of effecting any of the foregoing;

(c) such person admits in writing its inability or fails generally to pay its debts as they become due;

(vii) in relation to any person resident in Belgium or having its centre of main interest in Belgium (as the term “centre of main interest” is defined in the Council Regulations (EC) No.1346/2000 on insolvency proceedings) any situation where:

• a meeting of such person is convened for the purpose of considering any resolution for (or to petition for) its winding-up or any such resolution is passed or any person presents a petition for the winding-up (liquidation/vereffening), save where such person is in good faith contesting such petition by appropriate proceedings;

• any court decision ordering the winding-up (liquidation/vereffening) of such person is taken;

• any liquidateur (liquidateur/vereffenaar), trustee in bankruptcy (curateur/curator) is appointed in respect of such person or the directors of such person request such appointment (in each case, by reason of actual or anticipated financial difficulties);

• such person is declared bankrupt (en faillite/in staat van faillissement) or such person applies for or is subject to insolvency proceedings (faillite/faillissement), any judicial reorganisation, between creditors (réorganisation judiciaire/gerechtelijke reorganisatie) or any other insolvency proceedings listed from time to time in Schedule A of the Council Regulations (EC) No.1346/2000 on Insolvency Proceedings;

(viii) in relation to any person incorporated under the laws of England and Wales:

• such person stops payment or threatens in writing to stop payment of its debts by reason of actual or anticipated financial difficulties, becomes or is, or admits in writing to being, or is deemed to be for the purpose of the Insolvency Act 1986, unable to pay its debts within the meaning of Section 123(1) of the Insolvency Act 1986 or is otherwise unable to pay its debts as they fall due;

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• a moratorium is declared in respect of any part of its indebtedness or it makes any general arrangement, compromise, assignment or composition for the benefit of its creditors;

• any formal step is taken or proceeding is instituted (unless frivolous or vexatious and dismissed or discharged within 30 days of being presented) by any competent person seeking (x) to adjudicate such person insolvent or bankrupt, (y) the liquidation, winding-up, dissolution, administration, reorganisation (other than for the purpose of a voluntary solvent reorganisation or liquidation approved in writing by the relevant entity), arrangement, adjustment, re-scheduling (such rescheduling to be effected by reason of actual or anticipated financial difficulties), protection, relief or composition of such person or its debts or (z) the entry of an order for relief or the appointment of a receiver, administrative receiver, administrator, liquidator, custodian, trustee in bankruptcy, examiner or other similar official of the person or a substantial part of its assets; or

• any meeting is convened by any creditor, shareholder, member or participant or any other corporate action is taken pursuant to which any of the preceding actions is proposed to be approved;

(ix) in relation to any other person, any similar provision applicable to it.

“Intercompany Arrangements” shall have the meaning set forth in Article 11.1. (xiv).

“Intermediary Assessment Date” means each of the Assessement Dates referring to an “Intermediary Assessment Date”, as identified as such in SCHEDULE 9 (List of Calendar Dates of the Transaction) falling on or prior to the Program Expiry Date.

“Intermediary Settlement Date” means each of the dates identified as an “Intermediary Settlement Date” on SCHEDULE 9 (List of Calendar Dates of the Transaction) falling on or prior to the Program Expiry Date and falling within a Bi-monthly Management Period.

“Intermediary Settlement Date Reference Period” means, with respect to any Reference Funded Settlement Date before the Commitment Expiry Date, the period starting on the Funded Assessment Date (excluded) immediately following such Reference Funded Settlement Date and ending (i) on the next Intermediary Assessment Date (included) or (ii) if an Early Amortisation Event occurs before such Intermediary Assessment Date, on the date of such Early Amortisation Event.

“Issuers” means:

(i) LMA S.A., a French limited company (société anonyme) having its registered office at 9 quai du Président Paul Doumer Paris, 92920 Paris La Défense Cedex, France, registered with the trade and companies registry (registre du commerce et des sociétés) of Nanterre, under the number 383 275 187; or

(ii) MANAGED AND ENHANCED TAP (MAGENTA) FUNDING S.T., a French limited securitisation company (société anonyme de titrisation) governed by articles L. 214-168 et seq. of the French Monetary and Financial Code (code monétaire et financier), having its registered office at 127, rue Amelot, 75011 Paris, registered with the trade and companies registry (registre du commerce et des sociétés) of Paris under number 520 563 479(“MAGENTA”); or

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(iii) SHEFFIELD RECEIVABLES CORPORATION, a Delaware corporation with its registered office at GSS LLC, 68 South Service Road, Suite 120, Melville, NY 11747 (“Sheffield”); or

(iv) any other person who may enter the Securitisation Transaction from time to time in order to subscribe to units issued by the Fund and to finance such subscription by issuing Notes.

“Italian Bankruptcy Law” means the Italian Royal Decree No. 267 of 16^th March, 1942, as amended and supplemented from time to time.

“Italian Receivables Purchase Agreement” means the Italian law governed receivables purchase agreement entered on 23 July 2008, as last amended and restated on or about the 2014 Amendment Date between the Italian Seller and the Refinanced Seller for the purchase of the Refinanced Ongoing Purchasable Receivables and Refinanced Remaining Purchasable Receivables originated by the Italian Seller.

“Italian Seller” means GOODYEAR DUNLOP TIRES Italia S.P.A. or any New Seller organized under Italian law and becoming a party to the Italian Receivables Purchase Agreement.

“Joint-Lead Arranger” means each of CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and NATIXIS, acting in its capacity as joint-lead arranger of the Securitisation Transaction.

“Lien” means, in respect to any asset, any mortgage, deed of trust, lien, delegation of claims, pledge, hypothecation, encumbrance, charge of security interest in, on or of such asset including, for the avoidance of doubt, any right created over a bank account in accordance with article L. 214-173 of the French Monetary and Financial Code (code monétaire et financier).

“Liquidity Agreement” means (i) any unit purchase agreement (promesse d’achat et de revente de parts), as amended and/or supplemented from time to time, entered into between an Issuer and a Liquidity Bank pursuant to which the Liquidity Bank has undertaken to purchase from such Issuer, all or part of the units of the Fund held by the Issuer, or (ii) any credit facility agreement, as amended and/or supplemented from time to time, entered into between an Issuer and a Liquidity Bank pursuant to which the Liquidity Bank has undertaken to make loans to an Issuer secured by such units, or (iii) a swap agreement, repurchase agreement or other financial instrument, as amended and/or supplemented from time to time, entered into between an Issuer and a Liquidity Bank, pursuant to which the Liquidity Bank has undertaken to make certain payments to an Issuer in relation to such units.

“Liquidity Bank” means a bank or any other credit institution (établissement de crédit) (or any successor, transferee and assignee thereof), in each case rated at least A1, P1 and/or F1 by the relevant Rating Agencies at the time when it enters into or renews its commitment under a Liquidity Agreement, that has undertaken to purchase from an Issuer, all or part of the units of the Fund held by such Issuer or to make loans to an Issuer secured by such units or otherwise to make payments to an Issuer in relation to such units.

“Liquidity Commitment Non Renewal” means, in relation to any Liquidity Bank:

(a) the non renewal of the Liquidity Agreement to which it is a party in any of the following cases:

(i) such Liquidity Agreement is not renewed at its expiry date, and the relevant Liquidity Bank has not been replaced with another bank that is rated at least A1, P1 and/or F1 by the relevant

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Rating Agencies;

(ii) as a result of Market Disruption, a drawing is made under such Liquidity Agreement in order to acquire all or part of the units of the Fund, and (y) such drawing remains outstanding until the expiry date of such Liquidity Agreement;

(iii) as a result of a Downgrading Event, a drawing is made under such Liquidity Agreement in order to acquire all or part of the units of the Fund, (y) such drawing remains outstanding until the expiry date of such Liquidity Agreement, and (z) the relevant Liquidity Bank has not been replaced with another bank that is rated at least A1, P1 and/or F1 by the relevant Rating Agencies; or

(iv) (x) a drawing is made under any Liquidity Agreement for any reason other than those listed above, (y) such drawing remains outstanding until the expiry date of such Liquidity Agreement, and (z) the relevant Liquidity Bank has not been replaced with another bank that is rated at least A1, P1 and/or F1 by the relevant Rating Agencies; or

(b) if a Bank Commitment Letter was executed by such Liquidity Bank, the expiry of the commitment of such Liquidity Bank under such Bank Commitment Letter.

“List of Purchasable Receivables” means any list of Remaining Purchasable Receivables and Refinanced Remaining Purchasable Receivables existing on the Assessment Date preceding the delivery of such list, and of Ongoing Purchasable Receivables and Refinanced Ongoing Purchasable Receivables title to which has passed and has transferred to the Purchaser between the two (2) last Assessment Dates preceding the delivery of such list, in the form agreed between the Parties, to be provided by the Centralising Unit, acting in the name and on behalf of the Sellers, to the Purchaser, it being provided that the Ongoing Purchasable Receivables title to which has passed and has transferred to the Purchaser between the two (2) last Assessment Dates preceding the delivery of such list and the transfer of which shall be rescinded on the next Funded Settlement Date in accordance with the provisions of the French Receivables Purchase Agreement, the Spanish Receivables Purchase Agreement or the German Receivables Purchase Agreement (in that latter case only if the transfer of said Originated Ongoing Purchase Receivables was governed by French law) will be identified in such list as Remaining Purchasable Receivables.

“Management Company” means ABC Gestion, a limited company (société anonyme), authorised to manage mutual securitisation funds (fonds commun de titrisation) as a Management Company (Société de Gestion), in accordance with the provisions of article L.214-183 of the French Monetary and Financial Code (code monétaire et financier), having its registered office at 9, quai du Président Paul Doumer, 92220 Paris - La Défense registered with the trade and companies registry (registre du commerce et des sociétés) of Nanterre under the number 353 716 160.

“Management Fee” means the management fee set out in Article 10 (Fees).

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“Margin” means the margin which aims to cover any administrative, financial and management costs incurred by ESTER FINANCE, equal to 0.01 % of the Maximum Amount of the Purchaser’s Funding per year, 1/12° of such amount being payable on each Funded Settlement Date.

“Market Disruption” means the occurrence of any event leading to any placement agent acting for an Issuer being unable to find investors to purchase whole or part of the Notes that would otherwise be issued by that Issuer.

“Master Complementary Deposit Agreement” means the agreement dated 23 July 2008, as amended and/or supplemented from time to time, entered into between the Purchaser and the Centralising Unit, under which the Centralising Unit shall effect a Complementary Deposit with the Purchaser.

“Master Definitions Schedule” means this master definitions schedule which determines the meaning of the terms and expressions used in the Transaction Documents.

“Master Senior Deposit Agreement” means the agreement dated 15 December 2004, as amended and/or supplemented from time to time, entered into between the Purchaser and the Depositor under which the Depositor has agreed to make a Senior Deposit with the Purchaser.

“Master Subordinated Deposit Agreement” means the agreement dated 23 July 2008, as amended and/or supplemented from time to time, entered into between the Purchaser and the Centralising Unit, under which the Centralising Unit shall effect a Subordinated Deposit with the Purchaser.

“Material Adverse Effect” means a material adverse change in or effect on (i) the ability of the Sellers and the Centralising Unit, taken as a whole, or of GOODYEAR DUNLOP TIRES EUROPE BV to perform their obligations under the Securitisation Documents that are material to the rights or interests of the Purchaser, the Refinanced Seller, the Depositor, the Issuers, the Liquidity Banks and the Fund Subscribers under the Securitisation Documents to which they are parties, (ii) the ability of the Purchaser to collect the amounts due under the Sold Receivables and/or Refinanced Sold Purchasable Receivables or the rights and interests of the Purchaser in the Sold Receivables, or (iii) the rights of or benefits available to the Purchaser, the Depositor, the Issuers, the Liquidity Banks and the Fund Subscribers under the Securitisation Documents that are material to the rights or interests of such parties thereunder including as a result of any material adverse change in or effect on the business, operations, properties, assets or financial condition (including as a result of the effects of any contingent liabilities) of GOODYEAR and its Subsidiaries (including the Sellers), taken as a whole.

“Material Indebtedness” means Financial Indebtedness of GOODYEAR and any of its subsidiaries in an aggregate principal amount exceeding USD 100,000,000 (or the equivalent in any other currency or currencies).

“Maturity Date” means, in relation to any Sold Receivable or Refinanced Sold Receivable, the date on which such Sold Receivable or Refinanced Sold Receivable becomes due and payable by the relevant debtor.

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“Material Subsidiary” means, at any time, each subsidiary of GOODYEAR DUNLOP TIRES EUROPE BV other than subsidiaries that do not represent more than 5% for any such individual subsidiary, or more than 10% in the aggregate for all such subsidiaries, of either (a) the consolidated total assets of GOODYEAR and its subsidiaries or (b) the consolidated revenues of GOODYEAR and its subsidiaries for the period of four (4) fiscal quarters most recently ended, in each case determined in accordance with US GAAP.

“Maximum Amount of the Complementary Deposit” means an amount equal to €950,000,000, as this amount may be modified from time to time by the parties to the Master Complementary Deposit Agreement in accordance with the terms of the Master Complementary Deposit Agreement.

“Maximum Amount of the Program” means an amount equal to €450,000,000, or any other amount as determined pursuant to Article 7.1.3 or 7.1.4.

“Maximum Amount of the Purchaser’s Funding” means the amount set out in Article 7.1.

“Maximum Concentration Rate” means:

• 10 %, in relation to the Debtors of the Renault Group, taken as a whole, as long as such Debtors maintain short-term ratings not lower than A2 / P2 from Moody’s and Standard &Poor’s, and 6% so long as such Debtors maintain short-term ratings lower than A2 / P2 but not lower than A3 / P3 from Moody’s and Standard & Poor’s;

• 10 %, in relation to the Debtors of the Peugeot Group, taken as a whole, as long as such Debtors maintain short-term ratings not lower than A2 / P2 from Moody’s and Standard &Poor’s, and 6% so long as such Debtors maintain short-term ratings lower than A2 / P2 but not lower than A3 / P3 from Moody’s and Standard & Poor’s;

• 10 %, in relation to the Debtors of the Michelin Group, taken as a whole, as long as such Debtors maintain short-term ratings not lower than A2 / P2 from Moody’s and Standard &Poor’s, and 6% so long as such Debtors maintain short-term ratings lower than A2 / P2 but not lower than A3 / P3 from Moody’s and Standard & Poor’s;

• 10 %, in relation to the Debtors of the BMW Group, taken as a whole, as long as such Debtors maintain short-term ratings not lower than A2 / P2 from Moody’s and Standard &Poor’s, and 6% so long as such Debtors maintain short-term ratings lower than A2 / P2 but not lower than A3 / P3 from Moody’s and Standard & Poor’s;

• 10 %, in relation to the Debtors of the Audi WV Group, taken as a whole, as long as such Debtors maintain short-term ratings not lower than A2 / P2 from Moody’s and Standard &Poor’s, and 6% so long as such Debtors maintain short-term ratings lower than A2 / P2 but not lower than A3 / P3 from Moody’s and Standard & Poor’s; or

• 4 %, in relation to any other Debtor and to any Debtors of a Debtor Group named above which does not maintain the ratings specified above as a condition to a higher Maximum Concentration Rate.

“Maximum Overcollateralisation Rate” means, as of the Initial Settlement Date and on each Funded Settlement Date thereafter, the rate equal to 52 %. Such rate may be modified provided that there has been

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an amendment to the Master Subordinated Deposit Agreement.

“Minimum Amount of the Program” means, an amount equal to €45,000,000, as this amount may be amended from time to time pursuant to the provisions of the Agreement.

“Miscellaneous Accounting Credit Entries” means, in relation to any Seller, Miscellaneous Accounting Entries booked on the credit side of the account receivables of an Eligible Debtor.

“Miscellaneous Accounting Debit Entries” means, in relation to any Seller, Miscellaneous Accounting Entries booked on the debit side of the account receivables of an Eligible Debtor.

“Miscellaneous Accounting Entries” means, in relation to any Seller, accounting entries other than invoices, credit notes or cash payments that appear on the debit side or credit side of the account receivables of an Eligible Debtor.

“Monthly Reference Period” means the period starting on the first calendar day of each calendar month (included) and ending (i) on the End of Month Cut-Off Date of such month (included) or (ii) if an Early Amortisation Event occurs before the End of Month Cut-Off Date of such month, on the date of such Early Amortisation Event.

“New Collection Account Agreement” means the collection agreement entered into on or about the 2014 Amendment Date between the French Seller and the Purchaser with respect to the French’s Collection Account opened as a compte spécialement affecté in the meaning of article L. 214-173 of the French Monetary and Financial Code (code monétaire et financier) in the books of Crédit Agricole Corporate and Investment Bank.

“New Seller” means a company controlled, directly or indirectly, by Goodyear Dunlop Tires Europe B.V. and which becomes a party to the Securitisation Transaction after the 2014 Amendment Date.

“Net Available Amount” means, with respect to any Settlement Date, the excess of (i) the sum of the Requested Amount of the Purchaser’s Funding, the amount of the Subordinated Deposit, the Maximum Amount of the Complementary Deposit and the Discount Reserve over (ii) the Outstanding Amount of Sold Receivables and Refinanced Sold Receivables.

“Net Miscellaneous Receivable” means, in relation to any Seller, any Ongoing Purchasable Receivable or Remaining Purchasable Receivable corresponding to the amount equal to the Miscellaneous Accounting Debit Entries minus Miscellaneous Accounting Credit Entries.

“Non Allocated Cash” means any collection recorded in any Seller’s accounting system, which has not yet been posted to the payment of a receivable.

“Notes” means any US commercial paper, Billets de Trésorerie or any other short-term notes such as a Euro commercial paper.

“Notice for Maximum Amount of the Purchaser’s Funding” means the notice referred to in Article 7.1.

“Notice of Transfer” means any notice issued by the Purchaser or any entity, acting on behalf of the Purchaser and appointed by the same for such purpose, to any Debtor in accordance with a Receivables Purchase Agreement.

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“Ongoing Purchasable Receivable” means, with respect to any Funded Settlement Date and any Seller, a right to a payment owed to such Seller which shall be originated during the immediately following Monthly Reference Period and which upon such origination shall have the following characteristics:

(a) the receivable shall be binding against the relevant Eligible Debtor and result from the manufacturing and/or supplying of tyres and/or activities related thereto in the normal course of such Seller’s business; and

(b) the receivable shall be payable in the Relevant Jurisdiction and denominated in the Relevant Currency.

“Originated Ongoing Purchasable Receivable” means (i) on any Settlement Date, an Ongoing Purchasable Receivable sold on a preceding Funded Settlement Date, which has come into existence and title to which has passed to the Purchaser on or before the Assessment Date preceding such Settlement Date and (ii) more generally, an Ongoing Purchasable Receivable sold on any Funded Settlement Date and title to which has passed to the Purchaser.

“Originated Refinanced Ongoing Purchasable Receivables” means, on any Settlement Date, an Refinanced Ongoing Purchasable Receivable sold on a preceding Beginning of Month Purchase Date and title to which has passed to the Purchaser on or before the Assessment Date preceding such Settlement Date.

“Outstanding Amount” means, at all times:

(a) in relation to any Ongoing Purchasable Receivables, title to which has passed and which has been transferred to the Purchaser the aggregate principal amount remaining due in respect of such Ongoing Purchasable Receivables;

(b) in relation to any Eligible Receivables, the aggregate principal amount remaining due in respect of such Eligible Receivables;

(c) in relation to any Defaulted Receivables, the aggregate principal amount remaining due in respect of such Defaulted Receivables;

(d) in relation to any Delinquent Receivables, the aggregate principal amount remaining due in respect of such Delinquent Receivables;

(e) in relation to any Doubtful Receivables, the aggregate principal amount remaining due in respect of such Doubtful Receivables;

(f) in relation to any Sold Receivables, the aggregate principal amount remaining due in respect of such Sold Receivables;

(g) in relation to any Net Miscellaneous Receivables, the aggregate principal amount remaining due in respect of such Net Miscellaneous Receivables;

(h) in relation to any Refinanced Eligible Receivables, the aggregate principal amount remaining due in respect of such Refinanced Eligible Receivables;

(i) in relation to any Refinanced Defaulted Receivables, the aggregate principal amount remaining due in respect of such Refinanced Defaulted Receivables;

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(j) in relation to any Refinanced Doubtful Receivables, the aggregate principal amount remaining due in respect of such Refinanced Doubtful Receivables;

(k) in relation to any Refinanced Sold Receivables, the aggregate principal amount remaining due in respect of such Refinanced Sold Receivables;

(l) in relation to any Originated Ongoing Purchasable Receivables, the aggregate principal amount remaining due in respect of such Originated Ongoing Purchasable Receivables;

(m) in relation to any Originated Refinanced Ongoing Purchasable Receivables, the aggregate principal amount remaining due in respect of such Originated Refinanced Ongoing Purchasable Receivables;

(n) in relation to any Remaining Purchasable Receivables, the aggregate principal amount remaining due in respect of such Remaining Purchasable Receivables;

(o) in relation to any Refinanced Remaining Purchasable Receivables, the aggregate principal amount remaining due in respect of such Refinanced Remaining Purchasable Receivables;

(p) in relation to any Refinanced Ongoing Purchasable Receivables, the aggregate principal amount remaining due in respect of such Refinanced Ongoing Purchasable Receivables;

provided that, if any amount so determined pursuant to the foregoing provisions is denominated in GBP, such amount shall be converted into Euro at the Exchange Rate.

The Parties acknowledge that the Outstanding Amount of any receivables means the total net amount of such receivables (including all taxes less any credit notes issued, set-off, partial payments and other written off debts, as calculated by the Agent on the basis of the Assessment Reports and the electronic supports attached thereto).

“Overcollateralisation Rate” means, on each Calculation Date preceding the Initial Settlement Date or a Funded Settlement Date during the Replenishment Period, the rate determined in accordance with the provisions of schedule 1 of the Master Subordinated Deposit Agreement. The Overcollateralisation Rate shall be calculated by the Agent on each Calculation Date preceding a Funded Settlement Date and shall apply with respect to the next Settlement Date (or, should such Calculation Date falls within a Bi-monthly Management Period, with respect to the two (2) next Settlement Dates).

“Parties” means the parties to this Agreement.

“Payment” means any payment to be made by the Purchaser to the Centralising Unit, in accordance with article 4.1 of the relevant Receivables Purchase Agreement.

“Performance Letter” means the performance letters granted by GOODYEAR DUNLOP TIRES EUROPE BV in the forms agreed between the Parties

“Potential Early Amortisation Event” means any event or condition which, but for the giving of any notice or the lapse of any time period or both required for an Early Amortisation Event to occur under Article 13, would constitute an Early Amortisation Event.

“Priority Amount” has the meaning set forth in Article 16.2.

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“Program Expiry Date” means, in relation to any Seller and the Centralising Unit, the earlier of the following dates:

(i) the Business Day, on or after the Commitment Expiry Date, on which all sums due to the Purchaser under this Agreement and the relevant Receivables Purchase Agreement have been fully paid; or

(ii) the first Funded Settlement Date (included) falling on or after twelve (12) calendar months after the Commitment Expiry Date.

“Protected Debtor” means any Debtor in respect of one or more Sold Receivable(s) which is either (a) an individual such as in Germany an individual merchant (Kaufmann) or (b) a partnership (Personengesellschaft) in the form of Offene Handelsgesellschaft (OHG), Gesellschaft bürgerlichen Rechts (GbR) or Kommanditgesellschaft (KG) or any equivalent foreign partnership, unless in each case all of the general, unlimited partners are legal entities.

“Purchaser” means ESTER FINANCE.

“Purchaser’s Account” means the account number [Intentionally Omitted], opened by the Purchaser in the books of CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK.

“Purchaser’s Collection Account” means any of the bank account opened in the name of the Purchaser, as mentioned in the Collection Account Agreements.

“Purchaser’s Funding” means that portion of the Outstanding Amount of Eligible Receivables which is funded by the Purchaser out of the Senior Deposit, the amount of which is determined in accordance with Article 7 (Amount of the Purchaser’s Funding).

“Purchaser’s Termination Notice” means any notice issued by the Purchaser to the Centralising Unit in the circumstances set out in Article 13.2 or 13.4.

“Rating Agencies” means DBRS, Fitch Ratings, Moody’s Investors Services and Standard & Poors, or any other entity to which such agencies may transfer their credit rating business or with which they may consolidate, amalgamate or merge.

“Receivables Purchase Agreements” means the receivables purchase agreements entered into between the Sellers, the Purchaser and the Agent for the purchase of the Ongoing Purchasable Receivables and Remaining Purchasable Receivables under the Securitisation Transaction, as amended or amended and restated for time to time, and more specifically:

(i) a Receivables Purchase Agreement governed by French law entered into by the French Seller in respect of its Ongoing Purchasable Receivables and Remaining Purchasable Receivables (the “French Receivables Purchase Agreement”);

(ii) a Receivables Purchase Agreement entered into by the German Seller in respect of their Ongoing Purchasable Receivables and Remaining Purchasable Receivables (the “German Receivables Purchase Agreement”);

(iii) a Receivables Purchase Agreement governed by English law entered into by the UK Seller in respect of its Ongoing Purchasable Receivables and Remaining Purchasable Receivables (the “UK Receivables Purchase Agreement”);

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(iv) a Receivables Purchase Agreement governed by French law entered into by the Spanish Seller in respect of its Ongoing Purchasable Receivables and Remaining Purchasable Receivables (the “Spanish Receivables Purchase Agreement”).

“Reduction of the Complementary Deposit” means on any Settlement Date during the Replenishment Period, the excess, if any, of (a) the amount of the Complementary Deposit on the preceding Settlement Date over (b) the amount of the Complementary Deposit on such Settlement Date in accordance with the Master Complementary Deposit Agreement.

“Reduction of the Subordinated Deposit” means on any Settlement Date during the Replenishment Period, the excess, if any, of (a) the amount of the Subordinated Deposit on the preceding Settlement Date over (b) the amount of the Subordinated Deposit on such Settlement Date in accordance with the Master Subordinated Deposit Agreement.

“Reference Funded Settlement Date” shall have the meaning ascribed to such term in article 4.1.4.2 of the French Receivables Purchase Agreement, in article 4.1.5.2 of the Spanish Receivables Purchase Agreement, in article 4.1.4.2 of the UK Receivables Purchase Agreement, or in article 4.1.6.2 of the German Receivables Purchase Agreement as applicable in each case for the purposes of such agreement.

“Refinanced Adjusted Collections” means, in relation to the Refinanced Seller and with respect to the Refinanced Sold Receivables:

(a) on any Settlement Date, as long as the Italian Seller acts as collection agent in respect of any Refinanced Sold Receivables:

(i) any Refinanced File Collections from the Italian Seller between the Assessment Date relating to the preceding Settlement Date and the Assessment Date relating to such Settlement Date;

(ii) less any amount received on each Purchaser’s Collection Account (net of any debit made on such Purchaser’s Collection Account, corresponding to errors, reverse entries, unpaid amounts and returns in relation to payments already made on the corresponding collection account) by the debiting of the Collection Accounts during the period between the last Assessment Date and the preceding Assessment Date;

(iii) plus all Refinanced Deemed Collections from the Italian Seller determined to have occurred in accordance with article 27.1 of the Italian Receivables Purchase Agreement during the period between the last Assessment Date and the preceding Assessment Date;

(b) at any time, in the event of the termination of the collection mandate given to the Italian Seller and until the Program Expiry Date:

(i) all cash collections received by CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK Milan which have actually been paid by the Debtors or by any other person obliged to make payment in respect of Refinanced Sold Receivables;

(ii) less any amount received on each Purchaser’s Collection Account (net of any debit made on such Purchaser’s Collection Account, corresponding to errors, reverse entries, unpaid amounts and returns in relation to payments already made on the corresponding

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collection account) by the debiting of the Collection Accounts during the period between the last Assessment Date and the preceding Assessment Date;

(iii) plus all Refinanced Deemed Collections determined to have occurred in accordance with article 27 of the Italian Receivables Purchase Agreement; and

(c) at any time after the Program Expiry Date, all cash collections received by CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK Milan which have actually been paid by the Debtors or by any other person obliged to make payment in respect of Refinanced Sold Receivables.

“Refinanced Credit Note” means, in relation to any Refinanced Sold Receivable, any decrease in the face value of such receivable or any cancellation of such receivable granted by the Italian Seller in accordance with its management procedures, other than an Refinanced Credit Note over Snow Tyres and a credit note resulting from Refinanced Year End Rebates.

“Refinanced Credit Note over Snow Tyres” means, in relation to any Refinanced Sold Receivable, any decrease in the face value of such receivable or any cancellation of such receivable granted by the Italian Seller (i) in accordance with its management procedures and (ii) to a customer subsequent to the taking back by the Italian Seller of snow tyres.

“Refinanced Deemed Collections” means any amount that the Italian Seller is deemed to have received in the circumstances set out in article 27.1 of the Italian Receivables Purchase Agreement.

“Refinanced Defaulted Receivable” means, on any Calculation Date, any Refinanced Sold Receivable which, as of the preceding Assessment Date, is not a Refinanced Doubtful Receivable transferred back to the Refinanced Seller and which has any of the following characteristics on such Calculation Date:

(i) the Refinanced Sold Receivable remains unpaid by its relevant debtor for more than 90 days after the Maturity Date of such Refinanced Sold Receivable;

(ii) the Refinanced Sold Receivable is owed by a Debtor which is subject to Insolvency Proceedings and has not been counted under paragraph (i) above; or

(iii) the Refinanced Sold Receivable has been or, under the Italian Seller’s credit and collection policies, would have been written off as uncollectible and has not been counted under paragraph (i) or (ii) above.

“Refinanced Delinquent Receivable” means, on any Assessment Date, any Refinanced Sold Receivable which is not a Refinanced Doubtful Receivable transferred back to the Refinanced Seller and has any of the following characteristics on such Calculation Date:

(i) the Refinanced Sold Receivable remains unpaid by its relevant Debtor for more than 60 days after the Maturity Date of such Refinanced Sold Receivable;

(ii) the Refinanced Sold Receivable is owed by a Debtor which is subject to Insolvency Proceedings and has not been counted under paragraph (i) above; or

(iii) the Refinanced Sold Receivable has been or, under the Italian Seller’s credit and collection policies, would have been written off as uncollectible and has not been counted under paragraphs (i) and (ii) above.

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“Refinanced Discount Amount” means the meaning set forth in SCHEDULE 16 C

“Refinanced Discount Rate” means the meaning set forth in SCHEDULE 16 C.

“Refinanced Doubtful Receivable” means any Refinanced Sold Receivable which is, according to the Accounting Principles, doubtful given the situation of the Debtor or open to challenge.

“Refinanced Due Net Amount” means, on any Settlement Date, the amount of the Refinanced Initial Purchase Price, minus the Refinanced Adjusted Collection, plus the Refinanced Deferred Purchase Price and minus any fees due by the Refinanced Seller on such date.

“Refinanced Eligible Debtor” means a Debtor having the characteristics described in detail in article 14 of the Italian Receivables Purchase Agreement.

“Refinanced Eligible Receivable” means any Refinanced Sold Receivable which has the following characteristics on the Settlement Date during the Replenishment Period:

(i) such Refinanced Sold Receivable corresponds to a delivery of goods which has been made or to a service which has been performed and such Refinanced Sold Receivable has been invoiced;

(ii) the Maturity Date of such Refinanced Sold Receivable is not later than 180 days after the Assessment Date preceding such Settlement Date;

(iii) the Refinanced Sold Receivable has not remained unpaid by the relevant Debtor for more than 72 days after the Maturity Date of such Refinanced Sold Receivable;

(iv) the debtor of such Refinanced Sold Receivable has a V.A.T or a CMS identification number indicated in the electronic support attached to the relevant Transfer Deed delivered to the Purchaser in relation to such Refinanced Sold Receivable and such Refinanced Sold Receivable is identified on such electronic support in a manner which complies with the electronic exchange procedures agreed between the Agent, the Purchaser, the Centralising Unit and the Sellers; and

(v) the Refinanced Sold Receivable is not a Refinanced Net Miscellaneous Receivable.

“Refinanced File Collections” means, with respect to any period, all collections (excluding Refinanced Deemed Collections) on Refinanced Sold Receivables which, on the basis of the information included in any Assessment Report and the electronic date file attached thereto, were expected to be received during such period by the Italian Seller as calculated by the Agent on the basis of the Assessment Reports and the electronic support attached thereto.

“Refinanced Initial Purchase Price” means, in relation to any Refinanced Remaining Purchasable Receivable or Refinanced Ongoing Purchasable Receivable to be acquired by the Purchaser during the Replenishment Period, the Outstanding Amount of such Refinanced Remaining Purchasable Receivable or Refinanced Ongoing Purchasable Receivable less, in each case, the applicable Refinanced Discount Amount.

“Refinanced Miscellaneous Accounting Credit Entries” means, in relation to the Italian Seller, Refinanced Miscellaneous Accounting Entries booked on the credit side of the account receivables of an Eligible Debtor.

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“Refinanced Miscellaneous Accounting Debit Entries” means, in relation to the Italian Seller, Refinanced Miscellaneous Accounting Entries booked on the debit side of the account receivables of an Eligible Debtor.

“Refinanced Miscellaneous Accounting Entries” means, in relation to the Italian Seller, accounting entries other than invoices, credit notes or cash payments that appear on the debit side or credit side of the account receivables of an Eligible Debtor.

“Refinanced Net Miscellaneous Receivable” means, in relation to the Italian Seller, any Refinanced Remaining Purchasable Receivable or Refinanced Ongoing Purchasable Receivable corresponding to the amount equal to the Refinanced Miscellaneous Accounting Debit Entries minus Refinanced Miscellaneous Accounting Credit Entries.

“Refinanced Remaining Purchasable Receivable” means, with respect to any Funded Settlement Date and the Refinanced Seller, an existing right to a payment which has not previously been sold as a Refinanced Ongoing Purchasable Receivable and which is owed to and owned by the Italian Seller on the Assessment Date preceding such Funded Settlement Date and has the following characteristics:

(a) (x) the receivable is binding against the relevant Refinanced Eligible Debtor and results from the manufacturing and/or supplying of tyres and/or activities related thereto in the normal course of the Italian Seller’s business and (y) the receivable is payable in Italy and denominated in Euro; or

(b) to the extent not covered in (a) above, the receivable is a Refinanced Net Miscellaneous Receivable recorded as being held over a Refinanced Eligible Debtor.

“Refinanced Ongoing Purchasable Receivable” means, with respect to any Funded Settlement Date and the Refinanced Seller, a right to a payment owed to the Italian Seller which shall be originated during the immediately following Monthly Reference Period and which shall have the following characteristics:

(a) the receivable shall be binding against the relevant Refinanced Eligible Debtor and result from the manufacturing and/or supplying of tyres and/or activities related thereto in the normal course of the Italian Seller’s business; and

(n) the receivable shall be payable in Italy and denominated in Euro.

“Refinanced Non Allocated Cash” means any collection recorded in the Italian Seller’s accounting system, which has not yet been posted to the payment of a receivable.

“Refinanced Receivables Purchase Agreement” means the Italian law governed receivables purchase agreement entered into on or about the 2008 Amendment Date between the Refinanced Seller, the Purchaser and the Agent for the purchase of the Refinanced Ongoing Purchasable Receivables and Refinanced Remaining Purchasable Receivables, as last amended and restated on or about the 2014 Amendment Date.

“Refinanced Received Net Amount” means the amount of the Refinanced Adjusted Collections, plus the Refinanced Deferred Purchase Price and minus any Refinanced Initial Purchase Price due and not yet paid.

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“Refinanced Seller” means CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (Milan branch), acting under the Refinanced Receivables Purchase Agreement.

“Refinanced Sold Receivable” means, in relation to the Refinanced Seller, those Refinanced Ongoing Purchasable Receivables and Refinanced Remaining Purchasable Receivables (i) which are existing and have been transferred from the Refinanced Seller to the Purchaser pursuant to the Refinanced Receivables Purchase Agreement, and (ii) which have not been repurchased from the Purchaser.

“Refinanced Year End Rebates” means deferred rebates granted by the Italian Seller at the end of each year (or according to any periodicity) to some of its customers according to the fulfillment of their purchase commitments. These Refinanced Year End Rebates may give rise to Refinanced Credit Notes issued by the Italian Seller or to invoices issued by the customers over the Italian Seller.

“Registered Share Capital” has the meaning set forth in Article 3.6.3.

“Relevant Currency” means (i) with respect to the Spanish Seller and the French Seller, Euro; and (ii) with respect to the UK Seller and the German Seller, Euro or GBP.

“Relevant Jurisdiction” means (i) with respect to the French Seller, France; (ii) with respect to the German Seller: Germany, Belgium, Spain (exluding the territories of Ceuta and Mellila), Italy, France or England and Wales; (iii) with respect to the UK Seller, England and Wales; and (iv) with respect to the Spanish Seller, Spain (excluding the territories of Ceuta and Mellila).

“Remaining Purchasable Receivable” means, with respect to any Funded Settlement Date and any Seller, an existing right to a payment which has not previously been sold as an Ongoing Purchasable Receivable (unless the transfer thereof as Ongoing Purchasable Receivable is rescinded on such Funded Settlement Date pursuant to the Receivables Purchase Agreement to which such Seller is a Party) and which is owed to and owned by such Seller on the Assessment Date preceding such Funded Settlement Date (or, with respect to any existing right to a payment which has previously been sold as an Ongoing Purchasable Receivable and the transfer of which is rescinded on such Funded Settlement Date pursuant to the Receivables Purchase Agreement to which such Seller is a Party, which is owed to and owned by such Seller on such Funded Settlement Date) and has the following characteristics:

(a) (x) the receivable is binding against the relevant Eligible Debtor and results from the manufacturing and/or supplying of tyres and/or activities related thereto in the normal course of such Seller’s business and (y) the receivable is payable in the Relevant Jurisdiction and denominated in the Relevant Currency; or

(b) to the extent not covered in (a) above, the receivable is a Net Miscellaneous Receivable recorded as being held over an Eligible Debtor.

“Replenishment Period” means the period of time commencing on the Signing Date and ending on the Commitment Expiry Date during which the Purchaser undertakes to purchase Ongoing Purchasable Receivables and Remaining Purchasable Receivables on each Funded Settlement Date.

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“Requested Amount of the Purchaser’s Funding” means, with respect to any Funded Settlement Date, the amount indicated as such by the Centralising Unit in the Assessment Report received on the Information Date preceding such Funded Settlement Date, it being provided that (i) the Requested Amount of the Purchaser’s Funding shall, at all times, not be higher than the applicable Maximum Amount of the Purchaser’s Funding and (ii) if no amount has been validly indicated as “Requested Amount of the Purchaser’s Funding” in the Assessment Report received on the Information Date preceding any Funded Settlement Date, the Requested Amount of the Purchaser’s Funding as for such Funded Settlement Date shall be equal to the applicable Maximum Amount of the Purchaser’s Funding.

“Responsible Officer” means the chief financial officer or treasurer of GOODYEAR or the Vice President, Finance or equivalent officer of GOODYEAR DUNLOP TIRES EUROPE B.V. On the 2014 Amendment Date, the chief financial officer and the treasurer of GOODYEAR are, respectively, Laura Thompson and Tom Kaczynski and the Vice President, Finance of GOODYEAR DUNLOP TIRES EUROPE B.V. is Roberto Fioroni. GOODYEAR DUNLOP TIRES EUROPE B.V. and GOODYEAR shall promptly update the name and contact details of such Responsible Officer.

“Retransferred Receivable” means any Doubtful Receivable sold back by the Purchaser to any Seller in accordance with the relevant provisions of the Receivables Purchase Agreement relating to such Seller.

“Securitisation Documents” means the Transaction Documents, the Master Senior Deposit Agreement, the transfer and servicing agreement to be concluded with the Fund, the Fund regulations, any Liquidity Agreements and Fund Subscription Agreements, as may be amended and/or supplemented from time to time.

“Securitisation Transaction” means the securitisation transaction carried out pursuant to the Transaction Documents.

“Sellers” means, collectively, the French Seller, the German Seller, the UK Seller and the Spanish Seller.

“Senior Deposit” means the deposits effected by the Depositor with the Purchaser in accordance with the terms of the Master Senior Deposit Agreement as amended on 23 May, 2005.

“Settlement Date” means a Funded Settlement Date or an Intermediary Settlement Date.

“Signing Date” means 10 December 2004.

“Sold Receivables” means, in relation to any Seller, and without double counting as result of the rescission of the transfer of certain Ongoing Purchasable Receivables pursuant to the relevant provisions of the French Receivables Purchase Agreement, the Spanish Receivables Purchase Agreement and the German Receivables Purchase Agreement (in that latter case only if the transfer of said Originated Ongoing Purchasable Receivables was governed by French law), those Ongoing Purchasable Receivables and Remaining Purchasable Receivables (i) which are existing and have been transferred from such Seller to the Purchaser pursuant to the Receivables Purchase Agreement to which such Seller is a party, and (ii) which have not been repurchased from the Purchaser.

“Solvency Certificate” means any certificate issued by any of the Sellers and the Centralising Unit, in the form of SCHEDULE 5.

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“Spanish Seller” means GOODYEAR DUNLOP TIRES España, S.A. or any New Seller that is existing under Spanish law.

“Stand-By Fee” means the management fee set out in Article 27.4.

“Stand-By Servicer” means any entity appointed by the Purchaser in accordance with Article 27.4.

“Subordinated Deposit” means any subordinated deposit effected by the Centralising Unit with the Purchaser in accordance with the terms of Article 8 and the Master Subordinated Deposit Agreement.

“Subordinated Deposit Fee” means the fee contemplated under article 6.1 of the Master Subordinated Deposit Agreement.

“Subordinated Depositor” means the Centralising Unit.

“Subscription Commitment Non Renewal” means, in relation to any Fund Subscriber:

(i) the non renewal of the Fund Subscription Agreement to which it is a party at its expiry date and such Fund Subscriber has not been replaced with another bank that is rated at least A1, P1 and/or F1 by the relevant Rating Agencies; or

(ii) if a Bank Commitment Letter was executed by such Fund Subscriber, the expiry of the commitment of such Fund Subscriber under such Bank Commitment Letter.

“Subsidiary” means with respect to an entity (the “Parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which are consolidated with those of the Parent in the Parent’s consolidated statements in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power are, as of such date, owned, controlled or held by the Parent or one or more subsidiaries of the Parent or by the Parent and one or more subsidiaries of the Parent.

“TARGET Day” means a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is operating.

“Tax” or “Taxes” means any taxes, levies, duties, imposts, assessments or other charges of whatsoever nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Transaction Documents” means this Agreement, the Master Subordinated Deposit Agreement, the Master Complementary Deposit Agreement, the Receivables Purchase Agreements, the Refinanced Receivables Purchase Agreement, the Collection Account Agreements, the Data Protection Trustee Agreement, the Comfort Letter and the Performance Letter, as may be amended and/or supplemented from time to time.

“Transfer Deed” means any bordereau or any form of transfer document identifying the Ongoing Purchasable Receivables and the Remaining Purchasable Receivable to be transferred, referred to in the relevant Receivables Purchase Agreement, which shall be issued by the relevant Seller or the Centralising Unit, acting in the name and on behalf of each Seller, on each Settlement Date during the Replenishment Period, in the form stipulated in the relevant Receivables Purchase Agreement.

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“UK Seller” means GOODYEAR DUNLOP TYRES UK Ltd or any New Seller that is organized under the laws of England and Wales.

“USD” or “US Dollar” refers to the lawful currency of the United States of America.

“VAT” means value added or similar tax imposed in any jurisdiction including penalties and interest in respect of a failure to pay or delay in payment of tax or to make returns or to comply with other formalities relating thereto.

“VAT Credit” has the meaning set forth in Article 14.2.

“Year End Rebates” means deferred rebates granted by any Seller at the end of each year (or according to any periodicity) to some of its customers according to the fulfillment of their purchase commitments. These Year End Rebates may give rise to Credit Notes issued by the Sellers or to invoices issued by the customers over the relevant Sellers.

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SCHEDULE 2

CONDITIONS PRECEDENT TO THE COMMENCEMENT OF THIS AGREEMENT

This Agreement shall not take effect unless and until the Purchaser, the Issuers and the Liquidity Banks have received, on the Closing Date:

(i) the following documents from each Seller (excluding GOODYEAR DUNLOP TIRES OE GmbH) or German Party and have determined that the same are satisfactory in form and substance:

(a) a copy of (x) the current organisational documents of the Seller or German Party, and (y) any regulatory or governmental licence, authorisation, consent or approval necessary or advisable for the execution of and performance of its obligations under the Transaction Documents to which it is a party, certified to be true, complete and up-to-date by a duly authorised representative of the Seller or German Party;

(b) an extract:

• in the case of the French Seller, from the trade and companies registry (registre du commerce et des sociétés);

• in the case of the German Parties, from the Commercial Register of the local court (Amtsgericht) pertaining to it;

• in the case of the Italian Seller, from the Companies Registry (Registro delle imprese) of the Chamber of Commerce of Rome (Camera di Commerciodi Roma );

• in the case of the Spanish Seller, from the Commercial Registry (Registro Mercantil) of Madrid;

in each case dating from less than thirty (30) days prior to the Signing Date, certified up-to-date by a duly authorised representative of the Seller;

(c) a copy, certified true by a duly authorised representative of the Seller or German Party of:

• its latest annual accounts on a consolidated and non consolidated basis (balance sheet, profit and loss accounts and annexes), as published and certified by its statutory auditors, if any;

• the report of its board of directors and statutory auditors relating thereto, if any; and

• an extract of the minutes of the Seller’s or German Party’s shareholders’ annual general meeting approving the said accounts;

(d) a certificate issued by a duly authorised representative of the Seller or German Party to the effect that, between the closing date of the accounts specified in paragraph (c) above and the Signing Date, no event has occurred to its knowledge which is reasonably likely to adversely and materially affect its business, assets, economic or financial situation, or which is reasonably likely to adversely affect its ability to perform its obligations under the Transaction Documents to which it is a party;

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(e) a certificate issued by a duly authorised representative of the Seller or German Party to the effect that no claim has been raised or, to its knowledge, is threatened to be raised against the Seller or German Party, which would be reasonably likely to prevent or prohibit the execution or performance of the Transaction Documents to which it is a party;

(f) a list of the names of those persons who would be authorised to execute and to act for the performance of its obligations under the Transaction Documents to which it is a party (with specimen signatures);

(g) (x) a copy of any powers of attorney for the authorised signatories of the Transaction Documents to which it is a party (notarised for the Spanish Seller); as regards the Italian Seller, notarised powers of attorney or notarised excerpts of board minutes are required solely in respect of the Italian Collection Accounts Agreement (pledge and mandate); and (y) all corporate authorisations that might be required in respect of the execution and performance of the Transaction Documents to which it is a party, certified to be true by a duly authorised representative of the Seller or German Party and in the case of the French Seller in accordance with the provisions of articles L.225-35 and L.225-38 of the French Commercial Code (Code de commerce);

(h) a Seller’s or German Party’s Auditors Certificate drawn up on the Signing Date in accordance with the form set out in Schedule 4;

(i) a Seller’s or German Parties Solvency Certificate drawn up on the Signing Date in the form of Schedule 5;

(j) a legal opinion from the Sellers or German Parties legal counsel;

(k) in the case of the Spanish Seller, (x) a notarised power of attorney in favour of the Centralising Unit in order to enable the latter to deliver and to execute the Transfer Deeds, to make and to receive payments and more generally to do all things and perform all acts incidental or reasonably necessary in connection with the Transaction Documents (including, without limitation, the giving or the receipt of instructions) in the name and on behalf of the Spanish Seller, (y) a notarised irrevocable power of attorney in favour and for the benefit of the Purchaser which may be sub-delegated, in order to enable the Purchaser to make effective the transfer of any security interest related to the Sold Receivables vis-à-vis the relevant debtor/guarantor and third parties, and (z) evidence that the Bank of Spain has duly delivered the required “número de operación financiera” (financial transaction number);

(l) in the case of the Italian Seller, a notarised irrevocable power of attorney in favour and for the benefit of the Purchaser which may be sub-delegated, in order to enable the Purchaser to make effective the transfer of any security interest related to the Sold Receivables vis-à-vis the relevant debtor/guarantor and third parties;

(m) an in-house legal opinion of the internal counsel of each Seller or German Party;

(ii) the following documents from the Centralising Unit and has determined that the same are satisfactory in form and substance:

(a) a copy of (i) the current articles of association of the Centralising Unit, and (ii) any regulatory or governmental licence, authorisation, consent or approval necessary or advisable for the execution of and performance of its obligations under the Transaction Documents to which the Centralising Unit is a party, certified to be true, complete and up-to-date by a duly authorised representative of the Centralising Unit;

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(b) an extract from the Chamber of Commerce (kamer van koophandel) dating from less than thirty (30) days prior to the Signing Date, certified to be up-to-date by a duly authorised representative of the Centralising Unit;

(c) a certificate issued by a duly authorised representative of the Centralising Unit to the effect that (i) from its incorporation, no event has occurred to its knowledge which is reasonably likely to adversely and materially affect its business, assets, economic or financial situation, or which is reasonably likely to adversely affect its ability to perform its obligations under the Transaction Documents to which it is a party and (ii) a certificate issued by a duly authorised representative of the Centralising Unit to the effect that no claim has been raised or, to its knowledge, is threatened to be raised against the Centralising Unit, which would be reasonably likely to prevent or prohibit the execution or performance of the Transaction Documents to which it is a party;

(d) a list of the names of those persons who would be authorised to execute and to act for the performance of its obligations under the Transaction Documents to which the Centralising Unit is a party (with specimen signatures), certified true by a duly authorised representative of the Centralising Unit;

(e) a copy of any powers of attorney for the authorised signatories of the Transaction Documents to which it is a party (notarised and apostilled pursuant to the Hague Convention, dated October 5, 1961 for the purposes of the execution of the Receivables Purchase Agreement to be entered into with the Spanish Seller) as well as all corporate authorisations that might be required in respect of the execution and performance of the Transaction Documents to which it is a party, certified true by a duly authorised representative of the Centralising Unit;

(f) a legal opinion from the Centralising Unit’s legal counsel;

(g) the Centralising Unit’s Solvency Certificate drawn up on the Signing Date in the form of Schedule 5;

(h) an in-house legal opinion of the Centralising Unit;

(iii) copy of the legal opinions related to each of the Securitisation Documents in form and substance satisfactory to the Purchaser, the Issuers and the Liquidity Banks;

(iv) an original copy of a letter executed by the Sellers and the other signatories thereto in relation to the limitation of recourse of creditors of Ester Finance Titrisation regarding the Goodyear Securitisation Transaction in form and substance satisfactory to Ester Finance Titrisation;

(v) a Comfort Letter;

(vi) a Performance Letter;

(vii) a copy of the “protocole d’accord relatif à la résiliation de la convention-cadre de cession de créances en date du 20 septembre 2001”.

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SCHEDULE 3

FORM OF ASSESSMENT REPORT

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SCHEDULE 4

FORM OF SELLER’S AUDITORS CERTIFICATE

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[FORM OF FRENCH SELLER’S AUDITORS CERTIFICATE]

ATTESTATION DU COMMISSAIRE AUX COMPTES

Monsieur le Président

Goodyear Dunlop Tires France S.A.

8, rue Lionel Terray

92500 Rueil Malmaison

Monsieur le Président,

La présente attestation a été établie, à votre demande, dans le contexte de l’article 12.1.1(vii) du projet de “General Master Purchase Agreement” entre Ester Finance Titrisation, Crédit Agricole Leasing & Factoring, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK et NATIXIS (ci-après les Banques”), Dunlop Tyres Ltd et inter alia Goodyear Dunlop Tires France S.A. (ci-après “la Société”).

En tant que Commissaire aux comptes de la Société, nous vous confirmons les éléments suivants:

1 Dans le cadre des derniers comptes de la Société sur lesquels nous avons exprimé une opinion (les comptes annuels au [            ]), nous avons eu à apprécier le bien fondé de l’utilisation pour la préparation des comptes par la direction de la convention de base de continuité de l’exploitation conformément à la norme 2-435 de la Compagnie Nationale des Commissaires aux Comptes.

2 Nous avons obtenu, conformément à la loi française, la situation de l’actif réalisable et du passif exigible de la Société au [            ] et au [            ] et avons mené des entretiens auprès de certains responsables de la Société concernant le processus et les principes adoptés pour établir la situation de l’actif réalisable et du passif exigible conformément à la norme 5-101 de la CNCC.

3 Pour les besoins de la présente attestation, nous avons réalisé les diligences suivantes:

a) Nous avons eu des entretiens avec la direction de la Société;

b) Nous avons revu les procès-verbaux des conseils d’administration de la Société jusqu’au [            ];

c) Nous avons obtenu une lettre d’affirmation du Président du Conseil d’Administration de la Société.

Par ailleurs, nous avons obtenu les comptes intermédiaires de la Société au [            ] établis au regard des règles et principes comptables américains par la Direction de la Société, et nous avons effectué une revue de ces comptes pour les besoins du reporting au Groupe.

Nous n’avons donc réalisé aucun audit des états financiers de la Société pour toute période postérieure au [            ] (sur lesquels nous avions émis un rapport le [            ]).

4 Nous n’émettons pas d’avis sur des questions d’interprétation légale ou du caractère suffisant, pour les besoins des Banques, des diligences décrites au paragraphe précédent.

5 Les diligences évoquées ci-dessus s’inscrivent dans le contexte de la mission de commissariat aux comptes. De plus, elles ne sont pas destinées à remplacer les enquêtes et diligences que les

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Banques pourraient par ailleurs mettre en œuvre dans le cadre du Contrat. En tant que Commissaire aux Comptes de la Société, nous sommes responsables à l’égard de la Société et de ses actionnaires et nous n’acceptons pas d’extension de notre responsabilité au-delà de ce qui est prévu par la loi française.

6 A la date de la présente et compte tenu des diligences précitées, étant précisé qu’il n’a pas été établi par la Société de données prévisionnelles au titre de [            ], nous n’avons pas eu connaissance de faits de nature à nous interroger sur la continuité de l’exploitation et donc à déclencher la procédure d’alerte prévue par l’article L. 234-1 / L. 234-2 du Code de commerce (ancien article 230-1 de la loi du 24 juillet 1966).

7 La présente attestation ne couvre pas les faits et circonstances susceptibles de survenir postérieurement au [            ].

8 Les diligences citées au paragraphe ci-dessus ne constituent pas un audit réalisé conformément aux normes d’audit généralement admises en France. Si nous avions réalisé des diligences supplémentaires, nous aurions pu avoir connaissance d’autres questions et nous vous en aurions fait part. Cependant, de telles diligences pourraient ne pas nécessairement révéler tous les aspects significatifs.

9 Nous avons établi la présente attestation à l’attention du Président de la Société dans le seul contexte du contrat décrit précédemment et pour la seule information du Conseil d’Administration de la Société. Elle ne peut être communiquée à un tiers sans notre accord préalable étant précisé que, conformément aux dispositions du § 33 de la Norme n° 4-105 de la CNCC, elle peut être communiquée par vous aux Banques dans le cadre de leur enquête sur les affaires de la Société pour information. Elle ne peut être utilisée, diffusée ou citée en référence au sein ou à l’extérieur des Banques pour aucun autre objectif, il peut seulement y être fait référence dans le Contrat ou dans un document s’y rapportant directement.

10 PricewaterhouseCoopers Audit décline toute responsabilité vis-à-vis de tout tiers y compris les Banques (et tout autre cessionnaire et “ sous “ partie liée par ce Contrat) en relation avec le Contrat (y compris, sans limitation, pour actes de négligence et pour non-respect de nos obligations) et ne pourra être tenu responsable vis-à-vis de tiers de leurs pertes, dommages ou dépenses de quelque nature que ce soit.

11 En aucun cas PricewaterhouseCoopers Audit ne pourra être tenu responsable des conséquences dommageables résultant d’un comportement dolosif ou d’une fraude commise par les administrateurs, employés ou agents de la Société.

12 Cette attestation est régie par la loi française. Les tribunaux français auront la juridiction exclusive concernant toute plainte, conflit ou différend vis-à-vis de notre lettre de mission ou toute lettre de confort s’y rapportant, y compris cette attestation, et toute question se rapportant à l’ensemble de ces documents. Chaque partie renonce irrévocablement à ses droits de s’opposer à une action portée auprès de ces tribunaux, de prétendre que l’action a été intentée auprès d’un tribunal incompétent ou que ces cours n’ont pas juridiction.

Paris, le [            ]

Le Commissaire aux Comptes

PricewaterhouseCoopers Audit

[            ]

120

[FORM OF GERMAN SELLER’S AUDITORS CERTIFICATE]

Direct phone:      -15 Direct fax:           -19 Phone secretary:     -14 Fax secretary:    -19 78	40 78 97
e-mail:                     lutz.kramer @de.pwc.com [    ]

Securitisation of Trade Receivables of GDTG (the German Seller)

Dear Sirs,

This letter has been prepared at the request of the German Seller, in relation to (i) the General Master Purchase Agreement dated 10 December 2004 entered into between ESTER FINANCE Titrisation, CREDIT AGRICOLE LEASING & FACTORING, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NATIXIS, DUNLOP TYRES LTD and inter alia the German Seller and (ii) the Receivables Purchase Agreement dated 10 December 2004 entered into between ESTER FINANCE Titrisation, CREDIT AGRICOLE LEASING & FACTORING, DUNLOP TYRES LTD and inter alia the German Seller, as amended (the “Agreements”).

In connection with the above mentioned Agreements you requested us to provide you with a confirmation which you will present to ESTER FINANCE Titrisation in its capacity as purchaser of the trade receivables under the Agreements. ESTER FINANCE Titrisation is interested in obtaining comfort, that at the time the Agreements will be executed there are no circumstances apparent which may constitute grounds for the institution of an insolvency proceeding in respect of the German Seller according to the German Insolvency Law.

Based on the engagement between the German Seller and us, which includes the attached General Terms for Wirtschaftsprüfer and Wirtschaftsprüfungsgesellschaften as of January 1, 2002 and our Special Conditions as of January 1, 2001 and which are also applicable with regard to ESTER FINANCE Titrisation, CREDIT AGRICOLE LEASING & FACTORING, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NATIXIS, DUNLOP TYRES LTD, we confirm as follows that as of the date hereof:

1 We are independent auditors of the German Seller as required by the laws of the Federal Republic of Germany and the applicable rules and regulations thereunder.

2 As statutory auditors of the German Seller we have audited the statutory accounts and the management report (Lagebericht) of the German Seller as prepared in accordance with German generally accepted accounting principles as of the following year end dates:

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• GDTG                     -         [            ]

3 According to our audit opinion (Bestätigungsvermerk) issued for Goodyear under date of [            ], for Dunlop under date of [            ] and for GDTG under date of [            ] the statutory accounts have been prepared in accordance with German generally accepted accounting principles and present a true and fair view of the financial situation of the German Seller.

4 We have not audited any German GAAP accounts of the German Seller as of any date or for any period subsequent to [            ] for Goodyear and Dunlop, and subsequent to [            ] for GDTG. Therefore, we are unable to, and do not express any audit opinion on the financial position or results of operations of the German Seller as of any date or for any period subsequent to [            ] respectively [            ] respectively [            ].

5 For purposes of group reporting for The Goodyear Tire & Rubber Company, Acron, USA we have made

• an audit of the US GAAP reporting package of the Goodyear Dunlop Germany group for the 12 months period ending at [            ]

• a quarterly review in accordance with SAS 100 of the US GAAP interim balance sheet and income statement of the Goodyear Dunlop Germany group for the 3 month period ending at [            ] and

• a quarterly review in accordance with SAS 100 of the US GAAP interim balance sheet and income statement of the Goodyear Dunlop Germany group for the 9 month period ending at [            ].

• The Goodyear Dunlop Germany group forms the Goodyear Dunlop Germany operations which incorporate - among other companies - the German Seller.

6 For the purpose of this letter we have:

a read the minutes of meetings of the management board of the German Seller’s operations (Excom Meeting protocols) and of meetings of the shareholders of the German Seller for the period from [            ] to [            ], which the general managers of the German Seller advised us are complete. Those officials stated that no minutes exist past [            ].

b read the unaudited US GAAP interim balance sheet and income statement of the Goodyear Dunlop Germany group for the 9 month period ending at [            ].

c read the quarterly reports of the finance director of Goodyear Dunlop Germany operations issued to the supervisory board (Aufsichtsrat) of Goodyear Dunlop Tires Germany GmbH for the 3 month period ended [            ], the 6 month period ended [            ] and the 9 month period ended [            ]. These reports are solely management reports discussing the business.

d made enquiries of certain officials of the German Seller who have responsibility for the financial and accounting matters as to whether insolvency indications exist and to those matters which have been identified by us with regard to insolvency indications in the course of the work undertaken pursuant to paragraph 6a, b and c.

7 Based upon these procedures and as of the date hereof:

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e no indications have been brought to our attention that the German Seller is in a position of inability to pay, imminent inability to pay or overindebtedness in accordance with section 17 (Zahlungsunfähigkeit), section 18 (Drohende Zahlungsunfähigkeit) or section 19 (Überschuldung) of the German Insolvency Code respectively, and

f no indications have been brought to our attention that circumstances exist, de facto or de iure, which may prevent the continuation of the German Seller’s business operations (tatsächliche oder rechtliche Gegebenheiten, die der Fortführung der Unternehmenstätigkeit entgegenstehen).

8 This letter is solely for the information and benefit of ESTER FINANCE Titrisation, CREDIT AGRICOLE LEASING & FACTORING, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NATIXIS in conducting and documenting their review of the German Seller, in connection with the Agreements and, moreover, may be communicated to ESTER FINANCE Titrisation and is not to be used, circulated, quoted or otherwise referred to for any other purpose nor is it to be filed with or referred to in whole or in part in any other document, except that reference may be made to it in any documents pertaining to the Agreements.

([            ])                         ([            ])

Wirtschaftsprüfer             Wirtschaftsprüfer

123

[FORM OF SPANISH SELLER’S AUDITORS CERTIFICATE]

CERTIFICATE OF STATUTORY AUDITORS

The Chairman of the Board of Directors

Goodyear Dunlop Tires España, S.A.

c/ Campezo, 1

Parque empresarial Las Mercedes

28022 Madrid

[            ]

Dear Sirs,

We have been appointed as auditors of Goodyear Dunlop Tires España, S.A. (the “Company”) and, therefore, we are in a position to confirm the following elements:

1 We have audited the financial statements of the Company as of the end of the accounting period ending on [            ], drawn up by the Board of Directors of the Company in accordance with the Spanish Commercial Code and Spanish generally accepted accounting principles. As a result of our audit, we have issued on [            ] an unqualified audit report on those financial statements.

2 Based on our audit and as of the date hereof, nothing leads us to believe that the Company is in a position of “concurso” within the meaning of Spanish Law 22/2003, of July 9, 2003 as of the date hereof, or in a position that a third party could apply to a court for a declaration that the Company is insolvent, or that the procedure established in articles 260 et seq. of the Spanish Law on public limited-liability companies (Ley de sociedades anónimas) has been or should be triggered, or that we should question the going-concern basis upon which the Company’s financial statements have been prepared.

3 We are not aware of any material adverse changes based on information disclosed to us by the management of the Company that would prevent the continuation of the Spanish Seller’s business operations and notably its capacity to pay existing debts, and have not been informed by a third party by formal communication of any fraudelent deeds or acts that would prevent the continuation of the Spanish Seller’s business operations, including its capacity to pay existing debts, as from the date of our audit report [            ] until the date hereof. The present certificate does not cover events and circumstances likely to occur after the date of this certificate.

4 The foregoing procedures described above were performed in connection with our statutory audit as at [            ]. Moreover, they are not meant to replace the enquiries and due diligence procedures that

124

ESTER FINANCE TITRISATION, CREDIT AGRICOLE LEASING & FACTORING, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NATIXIS otherwise carry out in connection with (i) the General Master Purchase Agreement dated 10 December 2004 entered into between ESTER FINANCE TITRISATION, CREDIT AGRICOLE LEASING & FACTORING, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NATIXIS and inter alia Goodyear Dunlop Tires España, S.A., and (ii) the Receivables Purchase Agreement dated [            ] entered into between ESTER FINANCE TITRISATION, CREDIT AGRICOLE LEASING & FACTORING, DUNLOP TYRES LTD and Goodyear Dunlop Tires España, S.A. (the “Transaction Documents”). As auditors of the Company we are responsible to the Company and its shareholders and do not accept any extension of our responsibility beyond that set out in Spanish law.

5 Additionally, we performed the following procedures:

• read the minutes of the meetings of the Board of Directors and of the General Meeting of shareholders of the Company from [            ] to the date of this certificate. The list of these minutes of the meetings is as follow:

• minutes of Board of Directors meeting [            ]

• minutes of General Meeting of shareholders [            ]

• read the financial statements of the Company for the 12 month period ending at [            ].

• made enquiries to certain officials of the Company for the financial and accounting matters as to whether insolvency indications exist.

6 Based on these additional procedures, which do not constitute a full audit allowing us to issue an opinion on the last financial statements analysed by us, no indications have been brought to our attention that circumstances exist, de facto or de iure, which may affect the statements made in paragraph 2 above as a result of our [            ] audit.

7 Our letter is solely for your information and is not to be used or referred to for any purpose other than any use you make of this letter in order to preserve and/or enforce your rights under the Transaction Documents, including without limitation any legal actions. However, we accept that the Company may communicate a copy of this certificate to ESTER FINANCE TITRISATION, CREDIT AGRICOLE LEASING & FACTORING, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NATIXIS and their legal advisors.

8 PricewaterhouseCoopers Auditores, S.L. does not owe or accept any duty of care to any third party, including ESTER FINANCE TITRISATION, CREDIT AGRICOLE LEASING & FACTORING, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and NATIXIS (and any assignee of and any sub participant in any interest in the Transaction Documents), in connection with the Transaction Documents, whether in contract or in tort (including, without limitation, negligence and breach of statutory duty) or howsoever otherwise arising, and shall not be liable to any third party, in respect of any loss, damage or expense of whatsoever nature which they may incur.

9 In no event shall PricewaterhouseCoopers Auditores, S.L. be liable for any loss, damage, cost or expense arising in any way from fraudulent acts, misrepresentation or willful misconduct on the part of the directors, employees or agents of the Company.

125

10 This certificate shall be governed by and construed in accordance with Spanish law. The courts of Spain shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the arrangement letter or any comfort letter related thereto, including this certificate and any certificate relating to all these documents. We irrevocably waive any right we may have to object to an action being brought before the Spanish courts, to claim that an action has been brought in an inconvenient forum or to claim that such courts do not have jurisdiction

Yours faithfully,

PricewaterhouseCoopers Auditores, S.L.

[            ]

126

[FORM OF UK SELLER’S AUDITORS CERTIFICATE]

CERTIFICATE OF STATUTORY AUDITORS

The Chairman of the Board of Directors

Goodyear Dunlop Tires UK Ltd.

Tyrefoot

88-98 Wingfoot Way

Birmingham

West Midlands B24 9HY

United-Kingdom

[Date]

Dear Sirs,

This letter has been prepared at the request of Goodyear Dunlop Tires UK Ltd (the “Company”), in relation to (i) the General Master Purchase Agreement dated [/] September 2014 entered into between ESTER FINANCE Titrisation, CREDIT AGRICOLE LEASING & FACTORING, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NATIXIS, DUNLOP TYRES LTD and inter alia the Company, and (ii) the Receivables Purchase Agreement dated [/] September 2014 entered into between ESTER FINANCE Titrisation, CREDIT AGRICOLE LEASING & FACTORING, DUNLOP TYRES LTD and the Company (the “Agreements”).

In connection with the above mentioned Agreements you requested us to provide you with a confirmation which you will present to ESTER FINANCE Titrisation in its capacity as purchaser of the trade receivables under the Agreements.

In our capacity as auditors of the COmpany, we are in a position to confirm the following elements:

1 We have audited the financial statements of the Company as of the end of the accounting period ending on [            ], drawn up by the Board of Directors of the Company in accordance with UK generally accepted accounting principles. As a result of our audit, we have issued on [            ] an unqualified audit report on those financial statements.

2 Based on our audit and as of the date hereof, nothing leads us to believe that the Company is in an insolvency position as of the date hereof, or in a position that would allow a third party to apply to a court for a declaration that the Company is insolvent, or that we should question the going-concern basis upon which the Company’s financial statements have been prepared.

3 We are not aware of any material adverse changes based on information disclosed to us by the management of the Company that would prevent the continuation of the Company’s business operations and notably its capacity to pay existing debts, and have not been informed by a third party by formal communication of any fraudelent deeds or acts that would prevent the continuation of the Company’s business operations, including its capacity to pay existing debts, as from the date

127

of our audit report [            ] until the date hereof. The present certificate does not cover events and circumstances likely to occur after the date of this certificate.

4 The foregoing procedures described above were performed in connection with our statutory audit as at [            ]. Moreover, they are not meant to replace the enquiries and due diligence procedures that ESTER FINANCE TITRISATION, CREDIT AGRICOLE LEASING & FACTORING, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NATIXIS otherwise carry out in connection with the Agreements. As auditors of the Company we are responsible to the Company and its shareholders and do not accept any extension of our responsibility beyond that set out in English law.

5 Additionally, we performed the following procedures:

• read the minutes of the meetings of the Board of Directors and of the General Meeting of shareholders of the Company from [            ] to the date of this certificate. The list of these minutes of the meetings is as follow:

• minutes of Board of Directors meeting [            ]

• minutes of General Meeting of shareholders [            ]

• read the financial statements of the Company for the 12 month period ending at [            ].

• made enquiries to certain officials of the Company for the financial and accounting matters as to whether insolvency indications exist.

6 Based on these additional procedures, which do not constitute a full audit allowing us to issue an opinion on the last financial statements analysed by us, no indications have been brought to our attention that circumstances exist, de facto or de iure, which may affect the statements made in paragraph 2 above as a result of our [            ] audit.

7 Our letter is solely for your information and is not to be used or referred to for any purpose other than any use you make of this letter in order to preserve and/or enforce your rights under the Transaction Documents, including without limitation any legal actions. However, we accept that the Company may communicate a copy of this certificate to ESTER FINANCE TITRISATION, CREDIT AGRICOLE LEASING & FACTORING, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NATIXIS and their legal advisors.

8 PricewaterhouseCoopers does not owe or accept any duty of care to any third party, including ESTER FINANCE TITRISATION, CREDIT AGRICOLE LEASING & FACTORING, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and NATIXIS (and any assignee of and any sub participant in any interest in the Agreements), in connection with the Transaction Documents, whether in contract or in tort (including, without limitation, negligence and breach of statutory duty) or howsoever otherwise arising, and shall not be liable to any third party, in respect of any loss, damage or expense of whatsoever nature which they may incur.

9 In no event shall PricewaterhouseCoopers be liable for any loss, damage, cost or expense arising in any way from fraudulent acts, misrepresentation or willful misconduct on the part of the directors, employees or agents of the Company.

10 This certificate shall be governed by and construed in accordance with English law. The courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning

128

the arrangement letter or any comfort letter related thereto, including this certificate and any certificate relating to all these documents. We irrevocably waive any right we may have to object to an action being brought before English courts, to claim that an action has been brought in an inconvenient forum or to claim that such courts do not have jurisdiction

Yours faithfully,

PricewaterhouseCoopers

[            ]

129

SCHEDULE 5

FORM OF SELLER’S AND CENTRALISING UNIT’S SOLVENCY CERTIFICATE

130

FORM OF FRENCH SELLER’S SOLVENCY CERTIFICATE

[LETTERHEAD OF GOODYEAR DUNLOP TIRES FRANCE]

ESTER FINANCE Titrisation 9 quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France To: [        ]
MAGENTA 127, rue Amelot, 75011 Paris, France To: [            ]	LMA SA 9 quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France To: [            ]
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 9, Quai du Président Paul Doumer 92920 Paris La Défense Cedex France To: [            ]	NATIXIS 30, avenue Pierre Mendès France 75013 Paris France To: [            ]
BARCLAYS BANK PLC To: [            ]	SHEFFIELD RECEIVABLES CORPORATION To: [            ]

[By mail and by fax]

[            ]

Dear Sirs,

This certificate is being delivered to Ester Finance Titrisation, [each Issuer] and [each Liquidity Bank] and [each Fund Subscriber] (i) [pursuant to the provisions of [article 12.1.1 (xii)/if on subsequent date] [article 5/if on the closing date] of]/[in connection with (i) a Letter Amendment (the “Letter Amendment”), entered into on or about the date hereof, to] the General Master Purchase Agreement entered into on 10 December, 2004, as amended, between Ester Finance Titrisation, Crédit Agricole Leasing & Factoring, Credit Agricole Corporate and Investment Bank, Natixis, Dunlop Tyres Ltd, Goodyear Dunlop Tires France, Goodyear Dunlop Tires Germany GmbH and the other companies listed in Schedule 9 thereto and

131

(ii) in the context of the Receivables Purchase Agreement entered into on 10 December, 2004, as amended, between Ester Finance Titrisation, Crédit Agricole Leasing & Factoring, Dunlop Tyres Ltd, and Goodyear Dunlop Tires France according to which you have agreed to acquire certain trade receivables held by Goodyear Dunlop Tires France.

Capitalised terms and expressions used in this certificate shall have the same meaning as ascribed to such terms and expressions in Schedule 1 of the General Master Purchase Agreement.

We hereby represent and warrant to Ester Finance Titrisation, each Issuer, each Liquidity Bank and each Fund Subscriber that Goodyear Dunlop Tires France is not subject to any Insolvency Proceedings.

Yours faithfully,

GOODYEAR DUNLOP TIRES FRANCE

By:

Title:

132

FORM OF GERMAN SELLER’S SOLVENCY CERTIFICATE

[letterhead of the German Seller]

ESTER FINANCE Titrisation 9 quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France To: [            ]
MAGENTA 127, rue Amelot, 75011 Paris, France To: [            ]	LMA SA 9 quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France To: [            ]
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 9, Quai du Président Paul Doumer 92920 Paris La Défense Cedex France To: [            ]	NATIXIS 30, avenue Pierre Mendès France 75013 Paris France To: [            ]

    BARCLAYS BANK PLC     [            ]       To: [            ]     SHEFFIELD RECEIVABLES CORPORATION     [            ]       To: [            ]

[By mail and by fax]

[            ]

133

Dear Sirs,

This certificate is being delivered to Ester Finance Titrisation, [each Issuer], [each Liquidity Bank] and [each Fund Subscriber] (i) [pursuant to the provisions of [article 12.1.1 (xii)/if on subsequent date] [article 5/if on the closing date] of]/[in connection with (i) a Letter Amendment (the “Letter Amendment”), entered into on or about the date hereof, to] the General Master Purchase Agreement entered into on 10 December 2004, as amended, between Ester Finance Titrisation, Crédit Agricole Leasing & Factoring, Credit Agricole Corporate and Investment Bank, Dunlop Tyres Ltd, Natixis, GOODYEAR DUNLOP TIRES Germany GmbH and the companies listed in Schedule 9 thereto and (ii) in the context of the Receivables Purchase Agreement entered into on 10 December 2004, as amended, between Ester Finance Titrisation, Crédit Agricole Leasing & Factoring, Dunlop Tyres Ltd, GOODYEAR DUNLOP TIRES Germany GmbH and the companies listed in schedule 1 thereto, according to which you have agreed to acquire certain trade receivables held by GOODYEAR DUNLOP TIRES Germany GmbH.

Capitalised terms and expressions used in this certificate shall have the same meaning as ascribed to such terms and expressions in Schedule 1 of the General Master Purchase Agreement.

We hereby represent and warrant to Ester Finance Titrisation, each Issuer, each Liquidity Bank and each Fund Subscriber that GOODYEAR DUNLOP TIRES Germany GmbH is not subject to any Insolvency Proceedings;

Yours faithfully,

GOODYEAR DUNLOP TIRES Germany GmbH

By:

Title:

134

FORM OF SPANISH SELLER’S SOLVENCY CERTIFICATE

[letterhead of Goodyear Dunlop Tires España, S.A.]

ESTER FINANCE Titrisation 9 quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France To: [            ]
MAGENTA 127, rue Amelot, 75011 Paris, France To: [            ]	LMA SA 9 quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France To: [            ]
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 9, Quai du Président Paul Doumer 92920 Paris La Défense Cedex France To: [            ]	NATIXIS 30, avenue Pierre Mendès France 75013 Paris France To: [            ]
BARCLAYS BANK PLC [            ] To: [            ]	SHEFFIELD RECEIVABLES CORPORATION [            ] To: [            ]

[By mail and by fax]

[            ]

135

Dear Sirs,

This certificate is being delivered to Ester Finance Titrisation, [each Issuer], [each Liquidity Bank] and [each Fund Subscriber] (i) [pursuant to the provisions of [article 12.1.1 (xii)/if on subsequent date] [article 5/if on the closing date] of]/[in connection with (i) a Letter Amendment (the “Letter Amendment”), entered into on or about the date hereof, to] the General Master Purchase Agreement entered into on 10 December 2004, as amended, between Ester Finance Titrisation, Crédit Agricole Leasing & Factoring, Credit Agricole Corporate and Investment Bank Dunlop, Dunlop Tyres Ltd, Goodyear Dunlop Tires Germany GmbH, Goodyear Dunlop Tires España S.A., Natixis and the companies listed in Schedule 9 thereto and (ii) in the context of the Receivables Purchase Agreement entered into on 23 July 2008, between Ester Finance Titrisation, Crédit Agricole Leasing & Factoring, Dunlop Tyres Ltd and Goodyear Dunlop Tires España, S.A. according to which Ester Finance Titrisation has agreed to acquire certain trade receivables owed to Goodyear Dunlop Tires España, S.A.

Capitalised terms and expressions used in this certificate shall have the same meaning as ascribed to such terms and expressions in Schedule 1 to the General Master Purchase Agreement.

We hereby represent and warrant to Ester Finance Titrisation, each Issuer, each Liquidity Bank and each Fund Subscriber that Goodyear Dunlop Tires España, S.A. is not subject to any Insolvency Proceedings.

Yours faithfully,

GOODYEAR DUNLOP TIRES España, S.A.

By:

Title:

136

FORM OF UK SELLER’S SOLVENCY CERTIFICATE

[letterhead of GOODYEAR DUNLOP TYRES UK LIMITED]

ESTER FINANCE Titrisation 9 quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France To: [            ]
MAGENTA 127, rue Amelot, 75011 Paris, France To: [            ]	LMA SA 9 quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France To: [            ]
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 9, Quai du Président Paul Doumer 92920 Paris La Défense Cedex France To: [            ]	NATIXIS 30, avenue Pierre Mendès France 75013 Paris France To: [            ]
BARCLAYS BANK PLC [            ] To: [            ]	SHEFFIELD RECEIVABLES CORPORATION [            ] To: [            ]

[By mail and by fax]

[            ]

137

Dear Sirs,

This certificate is being delivered to Ester Finance Titrisation [each Issuer], [each Liquidity Bank] and [each Fund Subscriber] (i) [pursuant to the provisions of [article 12.1.1 (xii)/if on subsequent date] [article 5/if on the closing date] of]/[in connection with (i) a Letter Amendment (the “Letter Amendment”), entered into on or about the date hereof, to] the General Master Purchase Agreement entered into on 10 December 2004, as amended, between Ester Finance Titrisation, Crédit Agricole Leasing & Factoring, Credit Agricole Corporate and Investment Bank, Dunlop Tyres Ltd (the “Centralising Unit”), Goodyear Dunlop Tires Germany GmbH, Natixis and the companies listed in Schedule 8 thereto and (ii) in the context of the Receivables Purchase Agreement entered into on 23 July 2008, as amended, between Ester Finance Titrisation, Crédit Agricole Leasing & Factoring, the Centralising Unit and GOODYEAR DUNLOP TYRES UK LIMITED, according to which you have agreed to acquire certain trade receivables held by the Sellers.

Capitalised terms and expressions used in this certificate shall have the same meaning as ascribed to such terms and expressions in Schedule 1 of the General Master Purchase Agreement.

We hereby represent and warrant to Ester Finance Titrisation, each Issuer, each Liquidity Bank and each Fund Subscriber that, on the date hereof:

• GOODYEAR DUNLOP TYRES UK LIMITED is not subject to any Insolvency Proceedings;

• no indications have been brought to our attention that GOODYEAR DUNLOP TYRES UK LIMITED is unable or imminently unable to pay its debts in accordance with Section 123 of the Insolvency Act 1986; and

• no indications have been brought to our attention that circumstances exist, whether in fact or in law, which may prevent the continuation of GOODYEAR DUNLOP TYRES UK LIMITED’s business operations; and

• GOODYEAR DUNLOP TYRES UK LIMITED has access to committed financing from GOODYEAR DUNLOP TIRES EUROPE BV in sufficient amounts to cover its foreseeable liquidity needs.

Yours faithfully,

GOODYEAR DUNLOP TYRES UK LIMITED

By:

Title:

138

FORM OF CENTRALISING UNIT’S SOLVENCY CERTIFICATE

[letterhead of DUNLOP TYRES LTD]

ESTER FINANCE Titrisation 9 quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France To: [            ]
MAGENTA 127, rue Amelot, 75011 Paris, France To: [            ]	LMA SA 9 quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France To: [            ]
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 9, Quai du Président Paul Doumer 92920 Paris La Défense Cedex France To: [            ]	NATIXIS 30, avenue Pierre Mendès France 75013 Paris France To: [            ]
BARCLAYS BANK PLC [            ] To: [            ]	SHEFFIELD RECEIVABLES CORPORATION [            ] To: [            ]

[By mail and by fax]

[            ]

139

Dear Sirs,

This certificate is being delivered to Ester Finance Titrisation, each Issuer, each Liquidity Bank and [each Fund Subscriber] [pursuant to the provisions of [article 12.1.1 (xii)/if on subsequent date] [article 5/if on the closing date] of]/[in connection with (i) a Letter Amendment (the “Letter Amendment”), entered into on or about the date hereof, to] the General Master Purchase Agreement entered into on 10 December 2004, as amended, between Ester Finance Titrisation, Crédit Agricole Leasing & Factoring, Credit Agricole Corporate and Investment Bank, Dunlop Tyres Ltd (the “Centralising Unit”), Goodyear Dunlop Tires Germany GmbH, Natixis and the companies listed in Schedule 8 thereto.

Capitalised terms and expressions used in this certificate shall have the same meaning as ascribed to such terms and expressions in Schedule 1 of the General Master Purchase Agreement.

We hereby represent and warrant to Ester Finance Titrisation, each Issuer, each Liquidity Bank and [each Fund Subscriber] that the Centralising Unit is not subject to any Insolvency Proceedings.

Yours faithfully,

DUNLOP TYRES LTD

By:

Title:

140

SCHEDULE 6

LIST OF ADDRESSEES

ESTER FINANCE TITRISATION

c/o Crédit Agricole Leasing & Factoring/Groupe Crédit Agricole

Immeuble Lumen, Département Titrisation

12 place des Etats-Unis

CS20001, 92548 Montrouge Cedex, France

For the attention of: Fatoumata Yarie Touré / Mélanie Phan

E-mail: fatoumatayarie.toure@ca-lf.com / melanie.phan@ca-lf.com

Fax: +33 (0) 2 37 18 74 51

DUNLOP TYRES LTD

Tyrefoot

88-98 Wingfoot Way

Birmingham

West Midlands B24 9HY

For the attention of: Dale Mochan

E-mail: dale_mochan@goodyear.com

Fax: 44 (0) 121 306 6587

CREDIT AGRICOLE LEASING & FACTORING

c/o Crédit Agricole Leasing & Factoring/Groupe Crédit Agricole

Immeuble Lumen, Département Titrisation

12 place des Etats-Unis

CS20001, 92548 Montrouge Cedex, France

For the attention of: Fatoumata Yarie Touré / Mélanie Phan

E-mail: fatoumatayarie.toure@ca-lf.com / melanie.phan@ca-lf.com

Fax: +33 (0) 2 37 18 74 51

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

9 quai du Président Paul Doumer,

92920 Paris La Défense Cedex,

France

For the attention of: Carole d’Haeyere

Fax: 33 (0) 1 57 87 17 58

e-mail: carole.d’haeyere@ca-cib.com / titrisation@ca-cib.com

141

LMA S.A.

9 quai du Président Paul Doumer,

92920 Paris La Défense Cedex,

France

To: Ludovic Langnier / Philippe Favre / Elody Roudet

Fax: 33 1 57 87 17 55

E-mail: ludovic.langnier@ca-cib.com / philippe.favre@ca-cib.com / elody.roudet@ca-cib.com / titrisation@ca-cib.com

NATIXIS

BP4

75060 Paris Cedex

France

To: Martine Bouvier

Tel: (33) 1 58 32 48 58

Fax: (33) 1 58 19 44 20

e-mail: martine.bouvier@natixis.fr / securitisation.middleoffice@natixis.com

To: Catherine Trocme

Tel: (33) 1 58 19 34 29

Fax: (33) 1 58 19 32 40

e-mail: catherine.trocme@natixis.fr / securitisation.middleoffice@natixis.com

MANAGED AND ENHANCED TAP (MAGENTA) FUNDING S.T.

127, rue Amelot

75011 Paris

France

To :     Christophe Lauvergeon and Securitisation Middle Office

Tel :    +33(0)1.58.55.98.77

           +33(0)1.58.55.67.91

Fax :   + (33) 1 58 19 44 20

E-mail : christophe.lauvergeon@natixis.com

          securitisation_middleoffice@natixis.com

BARCLAYS BANK PLC

5 The North Colonnade

Canary Wharf

London, E14 4BB

United Kingdom

Tel: +44 (0)202 7623 2323

Attn: Sean White, Andrew Shuster

Email: sean.white2@barclays.com, andrew.shuster@barclays.com,

SHEFFIELD RECEIVABLES CORPORATION

745 Seventh Avenue

New York, NY 10019

142

USA

Tel: +1-212-526-7000

Attn: David Mira

Email: david.mira@barclays.com, ASGReports@barclayscapital.com

143

SCHEDULE 7

FORMS OF NOTIFICATION OF WITHDRAWAL OR ACCESSION OF ONE OR MORE SELLER(S)

144

FORM OF NOTIFICATION OF WITHDRAWAL OF ONE OR MORE SELLER (S)

[Letterhead of the Centralising Unit]

To: ESTER FINANCE Titrisation

[—]

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

[            ]

Re: Securitisation Transaction for trade receivables of the Goodyear Group

Capitalised terms used herein shall bear the meaning ascribed to them in the Master Definitions Schedule set out in SCHEDULE 1 of the General Master Purchase Agreement dated 10 December 2004 (as amended, restated and/or supplemented from time to time) and shall bear the same meaning when used herein.

Pursuant to Article 39.2 of the General Master Purchase Agreement, I the undersigned [name of the authorised signatory] hereby notify you of the request of [our affiliate(s) – name of the affiliate(s)] to withdraw from the Securitisation Transaction.

At the end of the [period to determined] following the present notification and subject to the provisions of Article 39 of the General Master Purchase Agreement and the signing by [name of the Seller(s)] of any act, agreement or document which may entitle [this/these Seller(s)] not to be bound any more by the Receivables Purchase Agreement and the General Master Purchase Agreement dated 10 December 2004 (as amended, restated and/or supplemented from time to time) it has entered into with the Purchaser, [this/these Seller(s)] shall not bear any future obligations pursuant to the Receivables Purchase Agreement, without prejudice to obligations which have arisen before their withdrawal from the Receivables Purchase Agreement, without prejudice to obligations which have arisen before their (its) withdrawal from the Receivables Purchase Agreement.

DUNLOP TYRES LTD
By:	[                    ]
Title:	[                    ]

145

FORM OF ACCESSION OF ONE OR MORE SELLER (S)

[Letterhead of the Centralising Unit]

To: ESTER FINANCE TITRISATION

[            ]

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

[            ]

Re: Securitisation Transaction for trade receivables of the Goodyear Group

Capitalised terms used herein shall bear the meaning ascribed to them in the Master Definitions Schedule set out in Schedule 1 of the General Master Purchase Agreement dated 10 December 2004 (as amended, restated and/or supplemented from time to time) and shall bear the same meaning when used herein.

Pursuant to Article 40.1 of the General Master Purchase Agreement, the Centralising Unit hereby notifies you of the request of [name of relevant New Seller] to accede to the Securitisation Transaction.

This Accession Letter shall be construed in accordance with French law.

DUNLOP TYRES LTD
By:	[                    ]
Title:	[                    ]

146

SCHEDULE 8

LIST OF SELLERS

Seller	Register number	Country of the Seller
GOODYEAR DUNLOP TIRES FRANCE S.A.	RCS NANTERRE 330 139 403	FRANCE
GOODYEAR DUNLOP TIRES GERMANY GmbH	HRB 7163 (HANAU)	GERMANY
GOODYEAR DUNLOP TIRES ESPAÑA, S.A.	REGISTERED WITH THE COMMERCIAL REGISTRY OF MADRID UNDER SHEET M-110718	SPAIN
GOODYEAR DUNLOP TYRES UK LTD	223064 (Birmingham)	UNITED KINGDOM

147

SCHEDULE 9

LIST OF CALENDAR DATES OF THE TRANSACTION

The following list of calendar dates has been drawn up, taking into account, in so far as is possible, any bank holidays and long weekends. Such list may be modified whenever any bank holiday or long weekends arise. A review of the list of calendar dates for each year shall take place at the end of the preceding year.

	Assessment Date	Information Date	Calculation Date	CP Placement from	Funded Settlement Date	Intermediary Settlement Date
Initial	D - 8	D - 7	D - 4	D - 2	D = BD prior to the last BD of the month
Funded	last calendar day of the month (m-1)	5th BD of the month m	7th BD of the month m	9th BD of the month m	11th BD of the month m
Intermediary	D - 8	D - 7	D - 4			D = BD prior to the last BD of the month
1	20-juil-08	21-juil-08	24-juil-08	28-juil-08	30-juil-08
2	31-juil-08	7-Aug-08	11-Aug-08	13-Aug-08	18-Aug-08
3	14-Aug-08	18-Aug-08	21-Aug-08			28-Aug-08
4	31-Aug-08	08-sept-08	10-sept-08	12-sept-08	16-sept-08
5	17-sept-08	18-sept-08	23-sept-08			29-sept-08
6	30-sept-08	08-oct-08	10-oct-08	15-oct-08	17-oct-08
7	20-oct-08	21-oct-08	24-oct-08			30-oct-08
8	31-oct-08	07-nov-08	12-nov-08	14-nov-08	18-nov-08
9	13-nov-08	14-nov-08	20-nov-08			26-nov-08
10	30-nov-08	5-Dec-08	10-Dec-08	12-Dec-08	16-Dec-08
11	15-Dec-08	16-Dec-08	19-Dec-08			30-Dec-08
12	31-Dec-08	09-janv-09	13-janv-09	15-janv-09	20-janv-09
13	16-janv-09	20-janv-09	23-janv-09			29-janv-09
14	31-janv-09	6-Feb-09	10-Feb-09	12-Feb-09	17-Feb-09
15	13-Feb-09	17-Feb-09	20-Feb-09			26-Feb-09
16	28-Feb-09	06-mars-09	10-mars-09	12-mars-09	16-mars-09
17	17-mars-09	18-mars-09	24-mars-09			30-mars-09
18	31-mars-09	7-Apr-09	14-Apr-09	16-Apr-09	20-Apr-09
19	17-Apr-09	20-Apr-09	23-Apr-09			29-Apr-09
20	30-Apr-09	12-May-09	14-May-09	18-May-09	20-May-09
21	14-May-09	15-May-09	20-May-09			28-May-09
22	31-May-09	09-juin-09	12-juin-09	16-juin-09	18-juin-09

148

23	17-juin-09	18-juin-09	23-juin-09			29-juin-09
24	30-juin-09	08-juil-09	10-juil-09	15-juil-09	17-juil-09
25	17-juil-09	20-juil-09	24-juil-09			30-juil-09
26	31-juil-09	7-Aug-09	11-Aug-09	13-Aug-09	18-Aug-09
27	14-Aug-09	18-Aug-09	21-Aug-09			27-Aug-09
28	31-Aug-09	08-sept-09	10-sept-09	14-sept-09	16-sept-09
29	17-sept-09	18-sept-09	23-sept-09			29-sept-09
30	30-sept-09	07-oct-09	09-oct-09	14-oct-09	16-oct-09
31	19-oct-09	20-oct-09	23-oct-09			29-oct-09
32	31-oct-09	06-nov-09	10-nov-09	13-nov-09	17-nov-09
33	13-nov-09	16-nov-09	20-nov-09			27-nov-09
34	30-nov-09	7-Dec-09	10-Dec-09	14-Dec-09	16-Dec-09
35	15-Dec-09	16-Dec-09	21-Dec-09			30-Dec-09
36	31-Dec-09	11-janv-10	13-janv-10	15-janv-10	20-janv-10
37	15-janv-10	19-janv-10	22-janv-10			28-janv-10
38	31-janv-10	5-Feb-10	9-Feb-10	11-Feb-10	16-Feb-10
39	12-Feb-10	16-Feb-10	19-Feb-10			25-Feb-10
40	28-Feb-10	05-mars-10	09-mars-10	11-mars-10	15-mars-10
41	17-mars-10	18-mars-10	24-mars-10			30-mars-10
42	31-mars-10	12-Apr-10	14-Apr-10	16-Apr-10	20-Apr-10
43	19-Apr-10	20-Apr-10	23-Apr-10			29-Apr-10
44	30-Apr-10	10-May-10	12-May-10	17-May-10	19-May-10
45	14-May-10	17-May-10	20-May-10			27-May-10
46	31-May-10	09-juin-10	11-juin-10	15-juin-10	17-juin-10
47	17-juin-10	18-juin-10	23-juin-10			29-juin-10
48	30-juin-10	08-juil-10	12-juil-10	15-juil-10	19-juil-10
49	16-juil-10	19-juil-10	23-juil-10			29-juil-10
50	31-juil-10	6-Aug-10	10-Aug-10	12-Aug-10	17-Aug-10
51	17-Aug-10	18-Aug-10	23-Aug-10			27-Aug-10
52	31-Aug-10	08-sept-10	10-sept-10	14-sept-10	16-sept-10
53	17-sept-10	20-sept-10	23-sept-10			29-sept-10
54	30-sept-10	07-oct-10	13-oct-10	15-oct-10	19-oct-10
55	18-oct-10	19-oct-10	22-oct-10			28-oct-10
56	31-oct-10	08-nov-10	10-nov-10	15-nov-10	18-nov-10
57	15-nov-10	16-nov-10	22-nov-10			29-nov-10
58	30-nov-10	9-Dec-10	13-Dec-10	15-Dec-10	17-Dec-10
59	15-Dec-10	16-Dec-10	21-Dec-10			30-Dec-10
60	31-Dec-10	10-janv-11	12-janv-11	14-janv-11	19-janv-11

149

	Assessment Date	Information Date	Calculation Date	CP Placement from	Funded Settlement Date	Intermediary Settlement Date
Funded	last calendar day of the month (m-1)	5th BD of the month m	7th BD of the month m	9th BD of the month m	11th BD of the month m
Intermediary	D - 8	D - 7	D - 4			D = BD prior to the last BD of the month
61	18-janv-11	19-janv-11	24-janv-11			28-janv-11
62	31-janv-11	7-Feb-11	9-Feb-11	11-Feb-11	15-Feb-11
63	14-Feb-11	15-Feb-11	18-Feb-11			25-Feb-11
64	28-Feb-11	07-mars-11	09-mars-11	11-mars-11	15-mars-11
65	18-mars-11	21-mars-11	24-mars-11			30-mars-11
66	31-mars-11	7-Apr-11	11-Apr-11	13-Apr-11	15-Apr-11
67	13-Apr-11	14-Apr-11	19-Apr-11			28-Apr-11
68	30-Apr-11	10-May-11	12-May-11	16-May-11	18-May-11
69	17-May-11	18-May-11	23-May-11			27-May-11
70	31-May-11	08-juin-11	10-juin-11	15-juin-11	17-juin-11
71	16-juin-11	17-juin-11	22-juin-11			29-juin-11
72	30-juin-11	08-juil-11	12-juil-11	15-juil-11	19-juil-11
73	15-juil-11	18-juil-11	22-juil-11			28-juil-11
74	31-juil-11	5-Aug-11	9-Aug-11	11-Aug-11	16-Aug-11
75	17-Aug-11	18-Aug-11	23-Aug-11			30-Aug-11
76	31-Aug-11	08-sept-11	12-sept-11	14-sept-11	16-sept-11
77	19-sept-11	20-sept-11	23-sept-11			29-sept-11
78	30-sept-11	11-oct-11	14-oct-11	18-oct-11	20-oct-11
79	18-oct-11	19-oct-11	24-oct-11			28-oct-11
80	31-oct-11	08-nov-11	10-nov-11	15-nov-11	18-nov-11
81	15-nov-11	17-nov-11	22-nov-11			29-nov-11
82	30-nov-11	9-Dec-11	13-Dec-11	15-Dec-11	19-Dec-11
83	15-Dec-11	16-Dec-11	21-Dec-11			29-Dec-11
84	31-Dec-11	09-janv-12	11-janv-12	13-janv-12	18-janv-12
85	18-janv-12	19-janv-12	24-janv-12			30-janv-12
86	31-janv-12	7-Feb-12	9-Feb-12	13-Feb-12	15-Feb-12
87	15-Feb-12	16-Feb-12	22-Feb-12			28-Feb-12
88	29-Feb-12	07-mars-12	09-mars-12	13-mars-12	15-mars-12
89	16-mars-12	20-mars-12	23-mars-12			29-mars-12
90	31-mars-12	11-Apr-12	13-Apr-12	17-Apr-12	19-Apr-12
91	16-Apr-12	17-Apr-12	20-Apr-12			27-Apr-12
92	30-Apr-12	11-May-12	15-May-12	18-May-12	22-May-12

150

93	16-May-12	18-May-12	23-May-12			30-May-12
94	31-May-12	08-juin-12	12-juin-12	14-juin-12	18-juin-12
95	18-juin-12	19-juin-12	22-juin-12			28-juin-12
96	30-juin-12	09-juil-12	11-juil-12	13-juil-12	17-juil-12
97	18-juil-12	19-juil-12	24-juil-12			30-juil-12
98	31-juil-12	7-Aug-12	9-Aug-12	13-Aug-12	16-Aug-12
99	17-Aug-12	20-Aug-12	23-Aug-12			30-Aug-12
100	31-Aug-12	10-sept-12	12-sept-12	14-sept-12	18-sept-12
101	17-sept-12	18-sept-12	21-sept-12			27-sept-12
102	30-sept-12	09-oct-12	11-oct-12	16-oct-12	18-oct-12
103	18-oct-12	19-oct-12	24-oct-12			30-oct-12
104	31-oct-12	08-nov-12	13-nov-12	15-nov-12	19-nov-12
105	15-nov-12	16-nov-12	23-nov-12			29-nov-12
106	30-nov-12	10-Dec-12	12-Dec-12	14-Dec-12	18-Dec-12
107	13-Dec-12	14-Dec-12	19-Dec-12			28-Dec-12
108	31-Dec-12	08-janv-13	10-janv-13	14-janv-13	16-janv-13
109	17-janv-13	18-janv-13	24-janv-13			30-janv-13
110	31-janv-13	7-Feb-13	11-Feb-13	13-Feb-13	15-Feb-13
111	14-Feb-13	15-Feb-13	21-Feb-13			27-Feb-13
112	28-Feb-13	07-mars-13	11-mars-13	13-mars-13	15-mars-13
113	13-mars-13	14-mars-13	20-mars-13			26-mars-13
114	31-mars-13	8-Apr-13	10-Apr-13	12-Apr-13	16-Apr-13
115	16-Apr-13	17-Apr-13	22-Apr-13			29-Apr-13
116	30-Apr-13	13-May-13	15-May-13	17-May-13	22-May-13
117	15-May-13	16-May-13	22-May-13			29-May-13
118	31-May-13	07-juin-13	11-juin-13	13-juin-13	17-juin-13
119	17-juin-13	18-juin-13	21-juin-13			27-juin-13
120	30-juin-13	08-juil-13	10-juil-13	12-juil-13	16-juil-13
	Assessment Date	Information Date	Calculation Date	CP Placement from	Funded Settlement Date	Intermediary Settlement Date
Funded	last calendar day of the month (m-1)	5th BD of the month m	7th BD of the month m	9th BD of the month m	11th BD of the month m
Intermediary	D - 8	D - 7	D - 4			D = BD prior to the last BD of the month
121	18-juil-13	19-juil-13	24-juil-13			30-juil-13
122	31-juil-13	7-Aug-13	9-Aug-13	13-Aug-13	16-Aug-13
123	16-Aug-13	19-Aug-13	22-Aug-13			29-Aug-13
124	31-Aug-13	09-sept-13	11-sept-13	13-sept-13	17-sept-13

151

125	17-sept-13	18-sept-13	23-sept-13			27-sept-13
126	30-sept-13	08-oct-13	10-oct-13	15-oct-13	17-oct-13
127	18-oct-13	21-oct-13	24-oct-13			30-oct-13
128	31-oct-13	08-nov-13	13-nov-13	15-nov-13	19-nov-13
129	14-nov-13	15-nov-13	21-nov-13			27-nov-13
130	30-nov-13	9-Dec-13	11-Dec-13	13-Dec-13	17-Dec-13
131	13-Dec-13	16-Dec-13	19-Dec-13			30-Dec-13
132	31-Dec-13	09-janv-14	13-janv-14	15-janv-14	17-janv-14
133	17-janv-14	21-janv-14	24-janv-14			30-janv-14
134	31-janv-14	7-Feb-14	11-Feb-14	13-Feb-14	18-Feb-14
135	14-Feb-14	18-Feb-14	21-Feb-14			27-Feb-14
136	28-Feb-14	07-mars-14	11-mars-14	13-mars-14	17-mars-14
137	17-mars-14	18-mars-14	24-mars-14			28-mars-14
138	31-mars-14	7-Apr-14	9-Apr-14	11-Apr-14	15-Apr-14
139	11-Apr-14	14-Apr-14	22-Apr-14			29-Apr-14
140	30-Apr-14	13-May-14	15-May-14	19-May-14	21-May-14
141	15-May-14	16-May-14	21-May-14			28-May-14
142	31-May-14	10-juin-14	12-juin-14	16-juin-14	18-juin-14
143	16-juin-14	17-juin-14	23-juin-14			27-juin-14
144	30-juin-14	08-juil-14	10-juil-14	15-juil-14	17-juil-14
145	17-juil-14	18-juil-14	24-juil-14			30-juil-14
146	31-juil-14	7-Aug-14	11-Aug-14	13-Aug-14	18-Aug-14
147	14-Aug-14	18-Aug-14	21-Aug-14			28-Aug-14
148	31-Aug-14	08-sept-14	10-sept-14	12-sept-14	16-sept-14
149	17-sept-14	18-sept-14	23-sept-14			29-sept-14
150	30-sept-14	08-oct-14	10-oct-14	15-oct-14	17-oct-14
151	20-oct-14	21-oct-14	24-oct-14			30-oct-14
152	31-oct-14	07-nov-14	12-nov-14	14-nov-14	18-nov-14
153	13-nov-14	14-nov-14	20-nov-14			26-nov-14
154	30-nov-14	5-Dec-14	10-Dec-14	12-Dec-14	16-Dec-14
155	15-Dec-14	16-Dec-14	19-Dec-14			30-Dec-14
156	31-Dec-14	09-janv-15	13-janv-15	15-janv-15	20-janv-15
157	16-janv-15	20-janv-15	23-janv-15			29-janv-15
158	31-janv-15	6-Feb-15	10-Feb-15	12-Feb-15	17-Feb-15
159	13-Feb-15	17-Feb-15	20-Feb-15			26-Feb-15
160	28-Feb-15	06-mars-15	10-mars-15	12-mars-15	16-mars-15
161	17-mars-15	18-mars-15	24-mars-15			30-mars-15
162	31-mars-15	10-Apr-15	14-Apr-15	16-Apr-15	20-Apr-15

152

163	17-Apr-15	20-Apr-15	23-Apr-15			29-Apr-15
164	30-Apr-15	12-May-15	15-May-15	19-May-15	21-May-15
165	15-May-15	18-May-15	21-May-15			28-May-15
166	31-May-15	09-juin-15	11-juin-15	15-juin-15	17-juin-15
167	17-juin-15	18-juin-15	23-juin-15			29-juin-15
168	30-juin-15	08-juil-15	10-juil-15	15-juil-15	17-juil-15
169	17-juil-15	20-juil-15	24-juil-15			30-juil-15	Commitment Expiry Date
	Assessment Date	Information Date	Calculation Date	CP Placement from	Funded Settlement Date	Intermediary Settlement Date
Funded	last calendar day of the month (m-1)	5th BD of the month m	7th BD of the month m	9th BD of the month m	11th BD of the month m
Intermediary	D - 8	D - 7	D - 4			D = BD prior to the last BD of the month
170	31-juil-15	07-août-15	11-août-15	13-août-15	17-août-15
171	19-août-15	20-août-15	25-août-15			28-août-15
172	31-août-15	08-sept-15	10-sept-15	14-sept-15	16-sept-15
173	18-sept-15	21-sept-15	24-sept-15			29-sept-15
174	30-sept-15	07-oct-15	09-oct-15	14-oct-15	16-oct-15
175	21-oct-15	22-oct-15	27-oct-15			30-oct-15
176	31-oct-15	06-nov-15	10-nov-15	13-nov-15	17-nov-15
177	17-nov-15	18-nov-15	23-nov-15			27-nov-15
178	30-nov-15	07-déc-15	09-déc-15	11-déc-15	15-déc-15
179	17-déc-15	18-déc-15	23-déc-15			30-déc-15
180	31-déc-15	11-janv-16	13-janv-16	15-janv-16	20-janv-16
181	20-janv-16	21-janv-16	26-janv-16			29-janv-16
182	31-janv-16	05-févr-16	10-févr-16	12-févr-16	17-févr-16
183	17-févr-16	18-févr-16	23-févr-16			26-févr-16
184	28-févr-16	04-mars-16	08-mars-16	10-mars-16	14-mars-16
185	17-mars-16	18-mars-16	23-mars-16			30-mars-16
186	31-mars-16	07-avr-16	11-avr-16	13-avr-16	15-avr-16
187	20-avr-16	21-avr-16	26-avr-16			29-avr-16
188	30-avr-16	10-mai-16	12-mai-16	17-mai-16	19-mai-16
189	18-mai-16	19-mai-16	24-mai-16			27-mai-16
190	31-mai-16	07-juin-16	09-juin-16	13-juin-16	15-juin-16
191	20-juin-16	21-juin-16	24-juin-16			29-juin-16
192	30-juin-16	08-juil-16	12-juil-16	15-juil-16	19-juil-16
193	20-juil-16	21-juil-16	26-juil-16			29-juil-16

153

194	31-juil-16	08-août-16	10-août-16	12-août-16	17-août-16
195	18-août-16	19-août-16	24-août-16			30-août-16
196	31-août-16	08-sept-16	12-sept-16	14-sept-16	16-sept-16
197	20-sept-16	21-sept-16	26-sept-16			29-sept-16
198	30-sept-16	07-oct-16	12-oct-16	14-oct-16	18-oct-16
199	19-oct-16	20-oct-16	25-oct-16			28-oct-16
200	31-oct-16	08-nov-16	10-nov-16	15-nov-16	17-nov-16
201	17-nov-16	18-nov-16	23-nov-16			29-nov-16
202	30-nov-16	07-déc-16	09-déc-16	13-déc-16	15-déc-16
203	19-déc-16	20-déc-16	23-déc-16			30-déc-16
204	31-déc-16	09-janv-17	11-janv-17	13-janv-17	18-janv-17
205	19-janv-17	20-janv-17	25-janv-17			30-janv-17
206	31-janv-17	07-févr-17	09-févr-17	13-févr-17	15-févr-17
207	15-févr-17	16-févr-17	22-févr-17			27-févr-17
208	28-févr-17	07-mars-17	09-mars-17	13-mars-17	15-mars-17
209	21-mars-17	22-mars-17	27-mars-17			30-mars-17
210	31-mars-17	07-avr-17	11-avr-17	13-avr-17	19-avr-17
211	19-avr-17	20-avr-17	25-avr-17			28-avr-17
212	30-avr-17	09-mai-17	11-mai-17	15-mai-17	17-mai-17
213	17-mai-17	18-mai-17	23-mai-17			30-mai-17
214	31-mai-17	08-juin-17	12-juin-17	14-juin-17	16-juin-17
215	20-juin-17	21-juin-17	26-juin-17			29-juin-17
216	30-juin-17	10-juil-17	12-juil-17	17-juil-17	19-juil-17
217	19-juil-17	20-juil-17	25-juil-17			28-juil-17
218	31-juil-17	07-août-17	09-août-17	11-août-17	16-août-17
219	18-août-17	21-août-17	24-août-17			30-août-17
220	31-août-17	08-sept-17	12-sept-17	14-sept-17	18-sept-17
221	20-sept-17	21-sept-17	26-sept-17			29-sept-17
222	30-sept-17	06-oct-17	11-oct-17	13-oct-17	17-oct-17
223	19-oct-17	20-oct-17	25-oct-17			30-oct-17
224	31-oct-17	08-nov-17	10-nov-17	14-nov-17	16-nov-17
225	17-nov-17	20-nov-17	24-nov-17			29-nov-17
226	30-nov-17	07-déc-17	11-déc-17	13-déc-17	15-déc-17
227	18-déc-17	19-déc-17	22-déc-17			29-déc-17
228	31-déc-17	08-janv-18	10-janv-18	12-janv-18	17-janv-18
229	19-janv-18	22-janv-18	25-janv-18			30-janv-18
230	31-janv-18	07-févr-18	09-févr-18	13-févr-18	15-févr-18
231	15-févr-18	16-févr-18	22-févr-18			27-févr-18

154

232	28-févr-18	07-mars-18	09-mars-18	13-mars-18	15-mars-18
233	20-mars-18	21-mars-18	26-mars-18			29-mars-18
234	31-mars-18	09-avr-18	11-avr-18	13-avr-18	17-avr-18
235	18-avr-18	19-avr-18	24-avr-18			27-avr-18
236	30-avr-18	11-mai-18	15-mai-18	17-mai-18	21-mai-18
237	18-mai-18	21-mai-18	24-mai-18			30-mai-18
238	31-mai-18	07-juin-18	11-juin-18	13-juin-18	15-juin-18
239	20-juin-18	21-juin-18	26-juin-18			29-juin-18
240	30-juin-18	09-juil-18	11-juil-18	13-juil-18	17-juil-18
241	19-juil-18	20-juil-18	25-juil-18			30-juil-18
242	31-juil-18	07-août-18	09-août-18	13-août-18	16-août-18
243	20-août-18	21-août-18	24-août-18			30-août-18
244	31-août-18	10-sept-18	12-sept-18	14-sept-18	18-sept-18
245	19-sept-18	20-sept-18	25-sept-18			28-sept-18
246	30-sept-18	05-oct-18	10-oct-18	12-oct-18	16-oct-18
247	19-oct-18	22-oct-18	25-oct-18			30-oct-18
248	31-oct-18	08-nov-18	13-nov-18	15-nov-18	19-nov-18
249	19-nov-18	20-nov-18	26-nov-18			29-nov-18
250	30-nov-18	07-déc-18	11-déc-18	13-déc-18	17-déc-18
251	17-déc-18	18-déc-18	21-déc-18			28-déc-18
252	31-déc-18	08-janv-19	10-janv-19	14-janv-19	16-janv-19
253	18-janv-19	22-janv-19	25-janv-19			30-janv-19
254	31-janv-19	07-févr-19	11-févr-19	13-févr-19	15-févr-19
255	15-févr-19	19-févr-19	22-févr-19			27-févr-19
256	28-févr-19	07-mars-19	11-mars-19	13-mars-19	15-mars-19
257	20-mars-19	21-mars-19	26-mars-19			29-mars-19
258	31-mars-19	05-avr-19	09-avr-19	11-avr-19	15-avr-19
259	16-avr-19	17-avr-19	24-avr-19			29-avr-19
260	30-avr-19	10-mai-19	14-mai-19	16-mai-19	20-mai-19
261	17-mai-19	20-mai-19	23-mai-19			29-mai-19
262	31-mai-19	07-juin-19	12-juin-19	14-juin-19	18-juin-19
263	19-juin-19	20-juin-19	25-juin-19			28-juin-19
264	30-juin-19	08-juil-19	10-juil-19	12-juil-19	16-juil-19
265	19-juil-19	22-juil-19	25-juil-19			30-juil-19
266	31-juil-19	07-août-19	09-août-19	13-août-19	16-août-19
267	20-août-19	21-août-19	27-août-19			30-août-19
268	31-août-19	09-sept-19	11-sept-19	13-sept-19	17-sept-19
269	18-sept-19	19-sept-19	24-sept-19			27-sept-19	Commitment Expiry Date

155

270 30-sept-19 07-oct-19 09-oct-19 11-oct-19 15-oct-19

156

SCHEDULE 10

REPORTING DOCUMENT RELATING TO THE SOLD RECEIVABLES (ARTICLE 12.3.3)

SCHEDULE 10.1

157

assessement date
	Amount in €		Number		Amount in €		Number
New Purchasable of the period to transfer to ESTER		0.00		0		0.00		0
New debit entries		0.00		0		0.00		0
Including new invoices A1
Including new drafts A2
Including new SBI A2
Including debit miscellaneaous entries P1 TOD
New credit entries		0.00		0		0.00		0
Including new credit notes A1
Including new unallocated cashs A1
Including credit miscellaneous entries P1 TOC
Outstanding purchasable receivables analysis (A)		0.00		0		0.00		0
Debit entries		0.00		0		0.00		0
Including invoices (TIC) P1
Including draft (TAO for France) P1bis
Including SBI (TAO for Germany) P1bis
Including debit miscellaneaous entries (TOD) P1
Credit entries		0.00		0		0.00		0
Including credit notes (TAN) P1
Including unallocated cash (TCN) P1
Including credit miscellaneous entries (TOC) P1
Outstanding amount of eligible receivables (B)		0.00		0		0.00		0
Outstanding amount of eligible debits		0.00		0		0.00		0
Including eligible invoices (REL) P3
Including new eligible invoices (SEL) P3
Including eligible drafts (REL) P3/TAO
Including new eligible drafts (SEL) P3/TAO
Including eligible SBI (REL) P3/TAO
Including new eligible SBI (SEL) P3/TAO
Outstanding amount of eligible credits		0.00		0		0.00		0
Including eligible credit notes (REL) P3
Including new eligible credit notes (SEL) P3
Including eligible unallocated cashs (REL) P3
Including new eligible unallocated cashs (SEL) P3
Outstanding amount of ineligible Receivables (C)		0.00		0		0.00		0
Outstanding amount of rejected Receivables		0.00		0		0.00		0
Including invoices (REJ hors X4+ REE + CRJ + CRE) P2
Including drafts (REJ hors X4+ REE + CRJ + CRE) P2bis
Including SBI (REJ hors X4+ REE + CRJ + CRE) P2bis
Including credit notes (REJ + REE + CRJ + CRE) P2
Including unallocated cashs (REJ + REE + CRJ + CRE) P2
Outstanding amount of defaulted receivables		0.00		0		0.00		0
Including new defaulted invoices (DFT) P4
Including outstanding defaulted invoices (DFE) P4
Including new defaulted drafts (DFT) P4
Including outstanding defaulted drafts (DFE) P4
Including new defaulted SBI (DFT) P4
Including outstanding defaulted SBI (DFE) P4
Including new Overdue invoices, draft and SBI (REJ X4) P4bis
Including Outstanding Overdue invoices, draft and SBI (REE X4) P4ter
Outstanding of Net Miscellaneous entries		0.00		0		0.00		0
Including debit entries
Including credit entries
Contrôle 1= A = B+C	TRUE		TRUE		TRUE		TRUE
Doubful Receivables to be retransferred (TFI) P6		0.00		0		0.00		0
Global sales of the month P7
Eligible sales of the month P7
Specific analysis
Detailed of rejected invoices, drafts and SBI		0.00		0		0.00		0
Including non eligible debtors rejections (REJ + REE with 00, XD, XP;XS) R1
Including technical rejections (; same number invoice; amount<2eur; debtors with creditors amount)(X2 + X5 + X7 + Y2 + XC) R2
Including maturity rejections (X3) R3
Including concentration rejections (X6) R4
Contrôle 2	TRUE		TRUE		TRUE		TRUE
Analysis of specific paiment mode on eligible invoices
Invoices paid by drafts 01BOR P8
Invoices paid by recibos 03REC P8
Invoices paid by RID 04RID P8
Invoices paid by RIBA 05RIB P8
Invoices paid by PAGARE 07PAG P8

158

assessement date
	Amount in €		Number		Amount in €
Outstanding amount of purchasable receivables at the
beginning of the period including drafts and SBI		0.00		0		0.00
New purchasable receivables of the the period		0.00		0		0.00
Doubtful receivables of the period to be transfered		0.00		0		0.00
Collections		0.00				0.00
Créances réputées éteintes drafts		0.00				0.00
Créances réputées éteintes SBI		0.00				0.00
File collections		0.00				0.00
Outstanding amount of purchasable receivables at the end of the period		0.00		0		0.00
Outstanding amount of drafts at the beginning of the period		0.00		0		0.00
New drafts		0.00		0		0.00
File collections		0.00				0.00
Outstanding amount of drafts at the end of the period		0.00		0		0.00
Outstanding amount of SBI at the beginning of the period		0		0		0.00
New SBI		0.00		0		0.00
File Collections		0.00				0.00
Outstanding amount of SBI at the end of the period		0.00		0		0.00
Specific analysis of the variations on stock
Outstanding amount of eligible receivables at the beginning of the period		0		0		0.00
New eligible invoices		0.00		0		0.00
New eligible drafts		0.00		0		0.00
New eligible SBI		0.00		0		0.00
New credit notes		0.00		0		0.00
New unallocated cashs		0.00		0		0.00
Collections		0.00				0.00
Créances réputées éteintes drafts		0.00				0.00
Créances réputées éteintes SBI		0.00				0.00
File collections		0.00				0.00
Outstanding amount of eligible receivables at the end of the period		0.00		0		0.00
Outstanding amount of eligible drafts at the beginning of the period		0		0		0
New drafts		0.00		0		0.00
File collections		0.00				0.00
Outstanding amount of eligible drafts at the end of the period		0.00		0		0.00
Outstanding amount of eligible SBI at the beginning of the period		0		0		0
New SBI		0.00		0		0.00
File collections		0.00				0.00
Outstanding amount of eligible SBI at the end of the period		0.00		0		0.00
Outstanding amount of defaulted receivables at the beginning of the period including doubtful debtors declared on the assessment report		0		0		0
New defaulted invoices		0.00		0		0.00
New defaulted drafts		0.00		0		0.00
New defaulted SBI		0.00		0		0.00
New overdue		0.00		0		0.00
File collections		0.00				0.00
Outstanding amount of defaulted receivables at the end of the period		0.00		0		0.00

159

SCHEDULE 10.2

MANAGEMENT REPORT - GOODYEAR TRANSACTION

Settlement Date

Outstanding Amount of Sold Receivables

Outstanding Amount of Refinanced Sold Receivables

Outstanding Amount of Eligible receivables

Outstanding Amount of Refinanced Eligible receivables

Amount of Complementary Deposit

Amount of Subordinated Deposit

Discount Reserve

Overcollateralization rate

Discount Reserve Rate

Global rate

Senior Deposit of the period

Senior Deposit of the preceeding period

Transfer to the Centralizing Unit / Goodyear

Transfer to Ester Finance Titrisation

Transfer to CACIB Milan

Portfolio Triggers Follow up

Average Delinquent percentage (trigger: 3,5%)

Average Defaulted percentage (trigger: 2,4%)

Average Dilution percentage (trigger: 10,5%)

Number of debtors

Average DSO

Refinanced DSO

Loss Ratio

Rehaussement LMA

160

SCHEDULE 11

CONFORMITY WARRANTIES FOR REMAINING PURCHASABLE RECEIVABLES

Conformity warranties for Remaining Purchasable Receivables purchased from the French Seller

The French Seller represents and warrants to the Purchaser that on the Funded Settlement Date during the Replenishment Period on which any receivable shall be proposed for sale, such receivable (a) shall exist, and shall conform to the description given in the definition of “Remaining Purchasable Receivable”, (b) shall be identified in the relevant Transfer Deed and the electronic support relating to such Transfer Deed as required therein, and (c) shall have the following characteristics:

(i) the underlying contract from which the receivable arises (a) is governed by French law and (b) is characterised as a contract of sale of tyres and activities relating thereto;

(ii) the French Seller has performed its obligations under the commercial contract with the relevant Eligible Debtor that gave rise to the receivable, the receivable has been invoiced and any contract relating to any security securing such receivable (a) is valid and enforceable, (b) is the basis of legal, valid, binding and enforceable obligations of the French Seller and the relevant Eligible Debtor to the contract and provider of the related security, and (c) complies with any applicable consumer protection laws and/or regulations; any consent, approval and/or authorisation which might be required for the execution and performance of such contract or with respect to such security has been obtained;

(iii) the French Seller has had full title to the Remaining Purchasable Receivable since it was originated, except (x) if it was sold by the French Seller and repurchased by the French Seller on or before the Initial Settlement Date and (y) if it has been previously sold and transferred to the Purchaser and such transfer has been rescinded;

(iv) there is no impediment to the transfer of the receivable to the Purchaser; in particular, the receivable is not wholly or partly the subject of any assignment, delegation (délégation), subrogation, attachment or seizure (saisie) whatsoever, or of any security interest, lien, in rem or personal right in favour of a third party or encumbrance whatsoever and the receivable is not contractually required to be transferred or assigned by the French Seller to any entity with whom the French Seller had entered into a factoring agreement, receivables purchase agreement or similar arrangement prior to the 2014 Amendment Date;

(v) there is no adverse claim on such receivable arising from retention of title arrangements (whether ordinary or extended) with the suppliers of the French Seller, and such receivable is not subject to any other Lien than a Lien which would be permitted under Article 12.1.2 (vii);

(vi) the amount of the receivable is inclusive of VAT;

(vii) the provisions of any law or regulation that apply to (a) the receivable and any security interest that might attach thereto and (b) any contract which gives rise to the receivable and security interest(s), have been complied with;

(viii) the receivable has been originated in accordance with the French Seller’s standard credit procedures and guidelines, and has been serviced by the French Seller since the date on which it was originated in accordance with the applicable statutes and regulations;

161

(ix) the receivable is not non-negotiable (immobilisée), open to challenge (douteuse), or subject to any defence, dispute, set off, counterclaim, enforcement, or subject to litigation (litigieuse), unless such set off is duly recorded in the electronic support identifying such receivable and sent to the Agent as for the relevant Settlement Date;

(x) the relevant Eligible Debtor cannot raise any valid defence, with the exception of a defence resulting solely from the application of the law, and in particular any defence of set-off, against payment of any amount relating to the receivable, unless such set off is duly recorded in the electronic support identifying such receivable and sent to the Agent as for the relevant Settlement Date;

(xi) the sale and assignment of such receivable, together with any related security, is valid and effective against creditors of the relevant Seller and other third parties and does not violate any duty of confidentiality, any data protection provisions nor any contractual or other legal restrictions binding on or affecting such Seller or such receivable;

(xii) the Bills of Exchange (lettres de change ou effets de commerce) issued in connection with the receivable have not been (a) discounted (escomptée) or endorsed (endossée) to any person other than the Purchaser nor (b) transferred or delivered by the French Seller to any person other than the Purchaser; and

(xiii) the receivable does not arise from any contract which contains clauses which prohibit or restrict an assignment of the receivable or which require the prior written consent of the relevant Eligible Debtor in respect of the assignment of the receivable unless the relevant debtor has agreed to waive its rights in respect of such prohibition or restriction on assignment, or has granted its consent to such assignment (as applicable).

Conformity warranties for Remaining Purchasable Receivables purchased from the German Seller

The German Seller represents and warrants to the Purchaser that on the Settlement Date on which any receivable shall be proposed for sale, such receivable (a) shall exist, and shall conform to the description given in the definition of “Remaining Purchasable Receivable”, (b) shall be identified in the relevant Transfer Deed and the electronic support relating to such Transfer Deed as required therein, and (c) shall have the following characteristics:

(i) if such receivable is governed by German law:

• such receivable is binding against the relevant Eligible Debtor and results from the supplying of tyres and/or activities relating thereto in the normal course of the German Seller’s business;

• the underlying contract from which the receivable arises (a) is governed by German law and (b) is characterised as a contract of sale of tyres and activities relating thereto;

• the receivable is payable in Germany and denominated in either Euro or GBP;

• the German Seller has performed all its obligations (vollständig erfüllt) under the relevant underlying contract with the relevant Eligible Debtor that gave rise to the receivable and the receivable has been invoiced and any contract relating to any security securing such receivable (a) is valid and legally enforceable, (b) is the basis of legal, valid, binding and legally enforceable obligations of the German Seller and the relevant Eligible Debtor to the contract and the provider of the related security, and (c)

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complies with any applicable consumer protection laws and/or regulations; and any consent, approval and/or authorisation which might be required for the execution and performance of such contract or with respect to such security has been obtained and no revocation rights (Widerrufsrechte) shall exist;

• the German Seller has had full title to the receivable either since it was originated;

• no encumbrance or right of any third party exists in respect of the receivable acquired by the Purchaser; in particular, the receivable is assignable (abtretbar) and therefore not wholly or partly the subject of any assignment (Abtretung), delegation, subrogation, attachment or seizure whatsoever, or of any security interest, lien, in rem or personal right in favour of any third party, and the receivable is not contractually required to be transferred or assigned by the German Seller to any entity with whom the German Seller had entered into a factoring agreement, receivables purchase agreement or similar arrangement prior to the 2014 Amendment Date;

• there is no adverse claim on such receivable arising from extended retention of title arrangements (verlängerter Eigentumsvorbehalt) with the suppliers of the German Seller, and such receivable is not subject to any other Lien than a Lien which would be permitted under Article 12.1.2 (vii);

• the amount of the receivable is inclusive of VAT;

• the provisions of any law or regulation that apply to (a) the receivable and any security interest that attaches thereto and (b) the contract which gives rise to the receivable and security interest(s), have been complied with;

• the receivable has been originated in accordance with the German Seller’s standard credit procedures and guidelines, and has been serviced by the German Seller;

• the receivable originates from a contract entered into between the German Seller, which in each case constitutes a commercial contract within the meaning of § 343 of the German Commercial Code (HGB) for both parties (beiderseitiges Handelsgeschäft);

• the receivable or related security is not non-negotiable (unübertragbar), is neither open to challenge (anfechtbar), nor subject to any defence, dispute, set-off, right of retention, enforcement, or subject to litigation (streitbefangen oder rechtshängig), unless such set off is duly recorded in the electronic identifying such receivable and sent to the Agent on the relevant Settlement Date;

• the relevant Eligible Debtor cannot raise any valid defence, with the exception of a defence resulting solely from the application of the law, and in particular any defence of set-off, against payment of any amount relating to the receivable, unless such set-off is duly recorded in the electronic support identifying such receivable and sent to the Agent as for the relevant Settlement Date;

• the sale and assignment of such receivable, together with any related security, is valid and effective against creditors of the relevant Seller and any other party and does not

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violate any duty of confidentiality, any applicable data protection provisions nor any contractual or other legal restrictions binding on or affecting such Seller or such Receivable; and

• the Bills of Exchange (Wechsel) issued in connection with the receivables have not been (a) discounted or endorsed to any person other than the Purchaser, or (b) transferred and delivered by the German Seller to any person other than the Purchaser.

(ii) if such receivable is governed by French law, those characteristics specified in this Schedule with respect to the French Seller (with any reference therein to the French Seller being construed as a reference to the German Seller);

(iii) if such receivable is governed by Italian law:

• the receivable is binding against the relevant Eligible Debtor and results from the supplying of tyres and/or activities relating thereto in the normal course of the German Seller’s business;

• the underlying contract from which the receivable arises (a) is governed by Italian law and (b) is characterised as a contract of sale of tyres and activities relating thereto;

• the receivable is payable in Italy and denominated in either Euro or GBP;

• the receivable conforms with the description given on the Transfer Deed and the electronic support relating to the relevant Transfer Deed on which it appears;

• the German Seller has performed its obligations under the relevant commercial contract with the relevant Eligible Debtor that gave rise to the receivable and the receivable has been invoiced and any contract relating to any security securing such receivable (a) is valid (valido) and enforceable (efficace), (b) is the basis of legal, valid, binding and enforceable (efficaci) obligations of the German Seller and the relevant Eligible Debtor to the contract and provider of the related security, and (c) complies with any applicable consumer protection laws and/or regulations; any consent, approval and/or authorisation which might be required for the execution and performance of such contract or with respect to such security has been obtained;

• there is no impediment to the purchase of the receivable by the Purchaser; in particular, the receivable is not wholly or partly the subject of any assignment, delegation (delegazione), subrogation (surrogazione), attachment or seizure (pignoramento o sequestro) whatsoever, or of any security interest, lien, in rem or personal right in favour of a third party or encumbrance whatsoever, and the receivable is not contractually required to be transferred or assigned by the German Seller to any entity with whom the German Seller had entered into a factoring agreement, receivables purchase agreement or similar arrangement prior to the 2014 Amendment Date;

• there is no adverse claim on such receivable arising from retention of title arrangements with the suppliers of the German Seller, and such receivable is not subject to any other Lien than a Lien which would be permitted under Article 12.1.2 (vii);

• the amount of the receivable is inclusive of VAT;

• the provisions of any law or regulation that apply to (a) the receivable and any security interest that might attach thereto and (b) any contract which gives rise to the receivable and security interest(s), have been complied with;

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• the receivable has been originated in accordance with the German Seller’s standard credit procedures and guidelines, and has been serviced by the German Seller since the date on which it was originated in accordance with the applicable laws and regulations;

• the receivable is not non-negotiable (non trasferibile), open to challenge (incerto), or subject to any defence, dispute, set-off, counterclaim, enforcement, or subject to litigation (contestato), unless such set off is duly recorded in the electronic support identifying such receivable and sent to the Agent as for the relevant Settlement Date;

• the Eligible Debtor cannot raise any valid defence, except for a defence resulting from the sole application of the law, and in particular any defence of set-off, against payment of any amount relating to the receivable, unless such set off is duly recorded in the electronic support identifying such receivable and sent to the Agent as for the relevant Settlement Date;

• the sale and assignment of such receivable, together with any related security, is valid and effective against creditors of the relevant Seller and other third parties and does not violate any duty of confidentiality, any applicable data protection provisions nor any contractual or other legal restrictions binding on or affecting the German Seller or such receivable;

• the Bills of Exchange (cambiali) issued in connection with the receivable have not been (a) discounted (scontate) or endorsed (girate) to any person other than the Purchaser nor (b) transferred or delivered by the German Seller to any person other than the Purchaser; and

• the receivable does not arise from any contract which contains clauses which prohibit or restrict an assignment of the receivable, or which require the prior written consent of the relevant Eligible Debtor in respect of the assignment of the receivable unless the relevant debtor has agreed to waive its rights in respect of such prohibition or restriction on assignment, or has granted its consent to such assignment (as applicable);

(iv) if such receivable is governed by Spanish law, those characteristics specified in this Schedule with respect to the Spanish Seller (with any reference therein to the Spanish Seller being construed as a reference to the German Seller);

(v) if such receivable is governed by Belgian law:

• the underlying contract from which the receivable arises (a) is governed by Belgian law and (b) is characterised as a contract of sale of tyres and activities relating thereto;

• the receivable is payable in Belgium and denominated in either Euro or GBP;

• the German Seller has performed its obligations under the commercial contract with the relevant Eligible Debtor that gave rise to the receivable, the receivable has been invoiced and any contract relating to the any security securing such receivable (a) is valid and enforceable, (b) is the basis of legal, valid, binding and enforceable obligations of the German Seller and the relevant Eligible Debtor to the contract and provider of the related security, and (c) complies with any applicable consumer protection laws and/or regulations; any consent, approval and/or authorisation which might be required for the execution and performance of such contract or with respect to such security has been obtained;

• the German Seller has had full title to the Remaining Purchasable Receivable since it was originated;

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• there is no impediment to the transfer of the receivable to the Purchaser; in particular, the receivable is not wholly or partly the subject of any assignment, delegation (délégation), subrogation, attachment or seizure (saisie) whatsoever, or of any security interest, lien, in rem or personal right in favour of a third party or encumbrance whatsoever, and the receivable is not contractually required to be transferred or assigned by the German Seller to any entity with whom the German Seller had entered into a factoring agreement, receivables purchase agreement or similar arrangement prior to the 2014 Amendment Date;

• there is no adverse claim on such receivable arising from retention of title arrangements (whether ordinary or extended) with the suppliers of the German Seller, and such receivable is not subject to any other Lien than a Lien which would be permitted under Article 12.1.2 (vii);

• the amount of the receivable is inclusive of VAT;

• the provisions of any law or regulation that apply to (a) the receivable and any security interest that might attach thereto and (b) any contract which gives rise to the receivable and security interest(s), have been complied with;

• the receivable has been originated in accordance with the German Seller’s standard credit procedures and guidelines, and has been serviced by the German Seller since the date on which it was originated in accordance with the applicable statutes and regulations;

• the receivable is not non-negotiable (immobilisée), open to challenge (douteuse), or subject to any defence, dispute, set off, counterclaim, enforcement, or subject to litigation (litigieuse), unless such set off is duly recorded in the electronic support identifying such receivable and sent to the Agent as for the relevant Settlement Date;

• the relevant Eligible Debtor cannot raise any valid defence, with the exception of a defence resulting solely from the application of the law, and in particular any defence of set-off, against payment of any amount relating to the receivable, unless such set off is duly recorded in the electronic support identifying such receivable and sent to the Agent as for the relevant Settlement Date;

• the sale and assignment of such receivable, together with any related security, is valid and effective against creditors of the relevant Seller and other third parties and does not violate any duty of confidentiality, any data protection provisions nor any contractual or other legal restrictions binding on or affecting such Seller or such receivable;

• the Bills of Exchange (lettres de change ou effets de commerce) issued in connection with the receivable have not been (a) discounted (escomptée) or endorsed (endossée) to any person other than the Purchaser nor (b) transferred or delivered by the German Seller to any person other than the Purchaser; and

• the receivable does not arise from any contract which contains clauses which prohibit or restrict an assignment of the receivable or which require the prior written consent of the relevant Eligible Debtor in respect of the assignment of the receivable unless the relevant debtor has agreed to waive its rights in respect of such prohibition or restriction on assignment, or has granted its consent to such assignment (as applicable);

(vi) if such receivable is governed by English law, those characteristics specified in this Schedule with respect to the UK Seller (with any reference therein to the UK Seller being construed as a reference to the German Seller).

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Conformity warranties for Remaining Purchasable Receivables purchased from the UK Seller

The UK Seller represents and warrants to the Purchaser that on the Settlement Date during the Replenishment Period on which any receivable shall be proposed for sale, such receivable (a) shall exist, and shall conform to the description given in the definition of “Remaining Purchasable Receivable”, (b) shall be identified in the relevant Transfer Deed and the electronic support relating to such Transfer Deed as required therein, and (c) shall have the following characteristics:

(i) the underlying contract from which the receivable arises (a) is governed by the laws of England and Wales and (b) is characterised as a contract of sale of tyres and activities relating thereto;

(ii) the UK Seller has performed its obligations under the relevant underlying contract with the relevant Eligible Debtor that gave rise to the receivable, the receivable has been invoiced and any contract relating to the any security securing such receivable (a) is valid and enforceable, (b) is the basis of legal, valid, binding and enforceable obligations of the UK Seller and the relevant Eligible Debtor to the contract and provider of the related security, and (c) complies with any applicable consumer protection laws and/or regulations; any consent, approval and/or authorisation which might be required for the execution and performance of such contract or with respect to such security has been obtained and no revocation rights exist;

(iii) the UK Seller has had full title to the receivable since it was originated and no revocation rights exist;

(iv) there is no impediment to the transfer of the receivable to the Purchaser; in particular, the receivable is not wholly or partly the subject of any assignment, delegation, subrogation, attachment or seizure whatsoever, or of any security interest, lien, in rem or personal right in favour of a third party or encumbrance whatsoever, and the receivable is not contractually required to be transferred or assigned by the UK Seller to any entity with whom the UK Seller had entered into a factoring agreement, receivables purchase agreement or similar arrangement prior to the 2014 Amendment Date;

(v) there is no adverse claim on such receivable arising from retention of title arrangements (whether ordinary or extended) with the suppliers of the UK Seller, and such receivable is not subject to any other Lien than a Lien which would be permitted under Article 12.1.2 (viii);

(vi) the amount of the receivable is inclusive of VAT;

(vii) the provisions of any law or regulation that apply to (a) the receivable and any security interest that might attach thereto and (b) any contract which gives rise to the receivable and security interest(s), have been complied with;

(viii) the receivable has been originated in accordance with the UK Seller’s standard credit procedures and guidelines, and has been serviced by the UK Seller since the date on which it was originated in accordance with the applicable statutes and regulations;

(ix) the receivable is not non-negotiable, open to challenge, or subject to any defence, dispute, set off, counterclaim, enforcement, or subject to litigation, unless such set off is duly recorded in the electronic support identifying such receivable and sent to the Agent as for the relevant Settlement Date;

(x) the relevant Eligible Debtor cannot raise any valid defence, with the exception of a defence resulting solely from the application of the law, and in particular any defence of set-off, against

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payment of any amount relating to the receivable, unless such set-off is duly recorded in the electronic support identifying such receivable and sent to the Agent [as at] the relevant Settlement Date;

(xi) the sale and assignment of such receivable, together with any related security, is valid and effective against creditors of the relevant Seller and other third parties and does not violate any duty of confidentiality, any data protection provisions nor any contractual or other legal restrictions binding on or affecting such Seller or such receivable;

(xii) the Bills of Exchange issued in connection with the receivable have not been (a) discounted or endorsed to any person other than the Purchaser nor (b) transferred or delivered by the UK Seller to any person other than the Purchaser;

(xiii) the receivable does not arise from any contract which contains clauses which prohibit or restrict an assignment of the receivable or which require the prior written consent of the relevant Eligible Debtor in respect of the assignment of the receivable unless the relevant debtor has agreed to waive its rights in respect of such prohibition or restriction on assignment, or has granted its consent to such assignment (as applicable) ;

(xiv) the receivable shall not carry any right to interest other than default interest ; and

(xv) the receivable is denominated in British Pounds or Euros.

Conformity warranties for Remaining Purchasable Receivables purchased from the Spanish Seller

The Spanish Seller represents and warrants to the Purchaser that on the Settlement Date during the Replenishment Period on which any receivable shall be proposed for sale, such receivable (a) shall exist, and shall conform to the description given in the definition of “Remaining Purchasable Receivable”, (b) shall be identified in the relevant Transfer Deed and the electronic support relating to such Transfer Deed as required therein, and (c) shall have the following characteristics:

(i) the receivable is binding against the relevant Eligible Debtor and results from the supplying of tyres in the normal course of the Spanish Seller’s business;

(ii) the underlying contract from which the receivable arises (a) is governed by Spanish law and (b) corresponds to a contract for the sale of tyres and activities relating thereto;

(iii) the receivable complies with the description given on the Transfer Deed and any related electronic support;

(iv) the Spanish Seller has performed its obligations under the relevant commercial contract with the relevant Eligible Debtor that gave rise to the receivable, and the receivable has been invoiced and any contract relating to any security securing such receivable (a) is valid and enforceable, (b) is the basis of legal, valid, binding and enforceable obligations of both the Spanish Seller and the relevant debtor to the contract and provider of the related security, and (c) complies, as the case may be, with any applicable consumer protection laws and/or regulations; any consent, approval and/or authorisation which might be required for the execution and performance of the contract from which the receivable arises or in relation to such security thereof has been obtained;

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(v) the Spanish Seller has had full title to the receivable since it was originated, except if it was sold by the Spanish Seller and repurchased by the Spanish Seller on or before the Initial Settlement Date;

(vi) there is no impediment to the transfer of the receivable to the Purchaser; in particular, the receivable is not wholly or partly the subject of any assignment, delegation, subrogation, attachment or seizure whatsoever, or of any security interest, lien, in rem or personal right in favour of a third party or encumbrance whatsoever, and the receivable is not contractually required to be transferred or assigned by the Spanish Seller to any entity with whom the Spanish Seller had entered into a factoring agreement, receivables purchase agreement or similar arrangement prior to the 2014 Amendment Date;

(vii) there is no adverse claim on such receivable arising from retention of title arrangements (whether ordinary or extended) with the suppliers of the Spanish Seller, and such receivable is not subject to any other Lien than a Lien which would be permitted under Article 12.1.2 (vii);

(viii) the amount of the receivable is inclusive of VAT;

(ix) the sale and purchase of the receivable meets in particular all conditions set out in paragraph 1 of the third additional provision of Spanish Law 1/1999, of 5 January 1999, on venture-capital undertakings and their management companies. Such conditions are as follows at the date hereof:

• that the Spanish Seller is a business entity and the receivable arises from its business activity;

• that the Purchaser is a credit institution or a securitisation fund;

• that the receivable already exists at the time of the assignment contract, or arises from the business activity of the Spanish Seller within one (1) year as from the assignment contract, or the future debtor is identified in the assignment contract,

• that the Purchaser pays to the Spanish Seller, either upfront or by means of a deferred payment, the face amount of the receivable less a discount due to the services rendered;

• when it is not agreed that the Spanish Seller is liable against the Purchaser for the relevant Debtor’s solvency, that it is evidenced that the Purchaser has fully or partly paid the amount of the receivable before it becomes due and payable;

(x) the provisions of any law or regulation that apply to (a) the receivable and any security interest that might attach thereto and (b) any contract which gives rise to the receivable and security interest(s), have been complied with;

(xi) the receivable has been originated in accordance with the Spanish Seller’s standard credit procedures and guidelines, and has been serviced by the Spanish Seller, after the date on which it was originated in accordance with the applicable statutes and regulations;

(xii) the receivable is not non-negotiable (no negociable), open to challenge, or subject to any defence, dispute, set off, counterclaim, enforcement, or subject to litigation, unless such set off is duly recorded in the electronic support identifying such receivable and sent to the Agent as for the relevant Settlement Date during the Replenishment Period;

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(xiii) the debtor cannot raise any valid defence, with the exception of a defence resulting solely from the application of the law, and in particular any defence of set-off, against payment of any amount relating to the receivable, unless such set off is duly recorded in the electronic support identifying such receivable and sent to the Agent as for the relevant Settlement Date;

(xiv) the sale and assignment of any receivable, together with any related security, is valid and effective against creditors of the relevant Seller and other third parties and does not violate any duty of confidentiality, any applicable data protection provisions nor any contractual or other legal restrictions binding on or affecting such Seller or such Receivable;

(xv) the Bills of Exchange (letras de cambio) or promissory notes (pagarés) issued in connection with the receivable have not been (a) discounted (descontadas) or endorsed (endosadas) to any person other than the Purchaser nor (b) transferred or delivered by the Spanish Seller to any person other than the Purchaser; and

(xvi) the receivable does not arise from any contract which contains clauses which prohibit or restrict an assignment of the receivable, or which require the prior written consent of the relevant Eligible Debtor in respect of the assignment of the receivable unless the relevant debtor has agreed to waive its rights in respect of such prohibition or restriction on assignment, or has granted its consent to such assignment (as applicable).

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SCHEDULE 12

LIST OF EXCLUDED DEBTORS

Until the Information Date following receipt by the Purchaser of a request from the Centralising Unit to remove any such Excluded Debtor from this list:

1. GM France (Opel) (VAT/CMS number FR90342439320);

2. GM France (Saab) (VAT/CMS number FR90342439320);

3. Chevrolet France SAS (VAT/CMS number FR00307593178);

4. Adam Opel GmbH Rüsselsheim (VAT/CMS number DE0000282244cm);

5. Opel Eisenach GmbH (VAT/CMS number DE0000159594cm);

6. General Motors Belgium NV (VAT/CMS number BE0404957875);

7. Vauxhall Motors Ltd. (VAT/CMS number GB850696990);

8. General Motors España, S.L. (VAT/CMS number ESB50629187);

9. IBC Vehicles Ltd. (VAT/CMS number GB850696990);

10. General Motors, S.L. (VAT/CMS number ESB50629187);

11. Chevrolet España, S.A. (VAT/CMS number ESA80870421);

12. Saab Deutschland GmbH (VAT/CMS number DE0000151393cm);

13. Adam Opel AG (VAT/CMS number DE111607872); and

14. Neumaticos J.M martinez S.A.

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SCHEDULE 13

FORM OF CALCULATION LETTER

(Article 12.3.1. (v))

The form of this calculation letter is indicative and may change in the course of the Program

Dunlop Tyres Limited

[Tyrefort

88-89 Wingfoot Way

Birmingham B24 9HY

United Kingdom ]

[ Calculation Date ]

Calculation Letter for the period starting the [Settlement Date of month ] and ending the [Settlement Date of the following month]

		Amount in Euro
	Assessment Date
	Settlement Date
(1)	+ Remaining Amount of Initial Purchase Price due on [preceding Settlement Date] and not yet paid		0,00
(2)	+ Outstanding amount of Originated Ongoing and Remaining Purchasable Receivables
(3)	- Discount Amount
(4)	+ Deffered Purchase Price (*)
(5)	+ Subordinated Deposit fee (*)
(6)	+ Complementary Deposit fee (*)
(7)	- Adjusted Collections amount =		0,00
	+ File Collections included in the electronic file including Deemed Collections
	- collections received on all Purchaser Collection Accounts until the preceding Assessment Date (***)
	- Cash Collection Advance (*)
	- cash collections paid by debtors and directly received by ESTER (**)
(8)	- Variation of the Subordinated Deposit		0,00
	Subordinated Deposit for such Settlement Date
	Subordinated Deposit as of the preceding Settlement Date

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(9)	- Variation of the Complementary Deposit	0,00
	Complementary Deposit for such Settlement Date
	Complementary Deposit as of the preceding Settlement Date
(10)	- Payment due with respect to the repurchase of Doubtful Receivables
if (1) + (2) - (3) + (4) - (5) + (6) - (7) -(8) - (9) - (10) > 0
	Amount transferred from ESTER to Dunlop Tyres Ltd (FR76 3148 9000 1000 2420 9337 647)	0,00
if (1) + (2) - (3) + (4) - (5) + (6) - (7) -(8) - (9) - (10) < 0
	Amount transferred from Dunlop Tyres Ltd to ESTER (FR76 3148 9000 1000 2399 13010 clé 47)	0,00
	Payment due with respect to the Assignement Costs (ex cash collection advance) (*) from Dunlop Tyres Ltd to ESTER (FR76 3148 9000 1000 2399 13010 clé 47)	0,00
	Assignement Costs	0,00
	fund management costs
	LMA Cost
	Magenta
	Sheffield
	ESTER Margin
	Deposit fee
	Management Fees
	Amount transferred from the Seller to CAL-F (30002/869/9E/clé 07)

(*) only on Funded Settlement Dates

(**) only in case of collection mandate termination

(***) only in case of separation of flows

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SCHEDULE 14

FINANCIAL COVENANTS DEFINITIONS

“Administrative Agent” means JPMEL, in its capacity as administrative agent for the Lenders under the Agreement, and its successors in such capacity.

“Agreement” means the Amended and Restated Revolving Credit Agreement, dated as of 20 April 2011, as amended from time to time, among the European J.V., the other borrowers thereunder, certain lenders, certain issuing banks, J.P. Morgan Europe Limited, as administrative agent, and JP Morgan Chase Bank, N.A., as collateral agent, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), refinanced, restructured or otherwise modified from time to time.

“Attributable Debt” means, with respect to any Sale/Leaseback Transaction that does not result in a Capitalized Lease Obligation, the present value (computed in accordance with GAAP) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of (i) the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) and (ii) the Attributable Debt determined assuming no such termination.

“Capitalized Lease Obligations” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such entity.

“Consolidated European J.V. EBITDA” means, for any period, the Consolidated J.V. Net Income for such period, minus, to the extent included in calculating such Consolidated J.V. Net Income, foreign exchange currency gains for such period, and plus, without duplication, the following, to the extent deducted in calculating such Consolidated J.V. Net Income:

(a) income tax expense of the European J.V. and the Consolidated Restricted J.V. Subsidiaries;

(b) Consolidated J.V. Interest Expense;

(c) depreciation expense of the European J.V. and the Consolidated Restricted J.V. Subsidiaries:

(d) amortization expense of the European J.V. and the Consolidated Restricted J.V. Subsidiaries (excluding amortization expense attributable to a prepaid cash item that was paid in a prior period);

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(e) cash restructuring charges relating to the Amiens North restructuring; provided that the aggregate amount of such cash restructuring charges that may be added back in determining Consolidated European J.V. EBITDA pursuant to this clause (e) for all periods reported on during the term of this Agreement shall not exceed EUR90,000,000;

(f) foreign exchange currency losses for such period; and

(g) all other noncash charges of the European J.V. and the Consolidated Restricted J.V. Subsidiaries (excluding any such noncash charge to the extent it represents an accrual of or reserve for cash expenditures in any future period) less all non cash items of income of the European J.V. and the Consolidated Restricted J.V. Subsidiaries, in each case for such period (other than normal accruals in the ordinary course of business).

Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and noncash charges of, a Restricted J.V. Subsidiary shall be added to Consolidated J.V. Net Income to compute Consolidated European J.V. EBITDA only to the extent (and in the same proportion) that the net income of such Restricted J.V. Subsidiary was included in calculating Consolidated J.V. Net Income and only if (A) a corresponding amount would be permitted at the date of determination to be dividended to the European J.V. by such Restricted J.V. Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted J.V. Subsidiary or its shareholders or (B) in the case of any Foreign Restricted J.V. Subsidiary, a corresponding amount of cash is readily procurable by the European J.V. from such Foreign Restricted J.V. Subsidiary (as determined in good faith by a Financial Officer of the European J. V.) pursuant to intercompany loans, repurchases of Capital Stock or otherwise, provided that to the extent cash of such Foreign Restricted J.V. Subsidiary provided the basis for including the net income of such subsidiary in Consolidated J.V. Net Income pursuant to clause (c) of the definition of “Consolidated J. Net Income”, such cash shall not be taken into account for the purposes of determining readily procurable cash under this clause (B). Consolidated European J.V. EBITDA for any period of four consecutive fiscal quarters will be determined in Euros based upon the Exchange Rate in effect on the last day of the applicable period.

“Consolidated J.V. Interest Expense” means, for any period, the total interest expense of the European J.V. and the Consolidated Restricted J.V. Subsidiaries, plus, to the extent Incurred by the European J.V. and the Consolidated Restricted J.V. Subsidiaries in such period but not included in such interest expense, without duplication:

(a) interest expense attributable to Capitalized Lease Obligations and the interest expense attributable to leases constituting part of a Sale/Leaseback Transaction that does not result in a Capitalized Lease Obligation:

(b) amortization of debt discount and debt issuance costs;

(c) capitalized interest;

(d) noncash interest expense;

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(e) commissions, discounts and other fees and charges attributable to letters of credit and bankers’ acceptance financing,

(f) interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is Guaranteed by (or secured by the assets of) the European J.V. or any Restricted J.V. Subsidiary and such Indebtedness is in default under its terms or any payment is actually made in respect of such Guarantee;

(g) net payments made pursuant to Hedging Obligations in respect of interest expense (including amortization of fees);

(h) dividends paid in cash or Disqualified Stock in respect of (A) all Preferred Stock of Restricted J.V. Subsidiaries and (B) all Disqualified Stock of the European J.V., in each case held by Persons other than the European J.V. or a Restricted J.V. Subsidiary;

(i) interest Incurred in connection with investments in discontinued operations; and

(j) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the European J.V.) in connection with Indebtedness Incurred by such plan or trust;

and less, to the extent included in such total interest expense, (A) any breakage costs of Hedging Obligations terminated in connection with the Incurrence of Indebtedness on the 2010 Indenture Closing Date and the application of the net proceeds therefrom and (B) the amortization during such period of capitalized financing costs; provided, however that for any financing consummated after the 2010 Indenture Closing Date, the aggregate amount of amortization relating to any such capitalized financing costs deducted in calculating Consolidated Interest Expense shall not exceed 5% of the aggregate amount of the financing giving rise to such capitalized financing costs.

“Consolidated J.V. Net Income” means for any period, the net income of the European J.V. and the Consolidated J.V. Subsidiaries for such period; provided, however, that there shall not be included in such Consolidated Net Income:

(a) any net income of any Person (other than the European J.V.) if such Person is not a Restricted J.V. Subsidiary, except that:

(1) subject to the limitations contained in clause (d) below, the European J.V.’s equity in the net income of any such Person for such period shall be included in such Consolidated J.V. Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the European J.V. or a Restricted J.V. Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution made to a Restricted J.V. Subsidiary, to the limitations contained in clause (c) below);

(2) the European J.V.’s equity in a net loss of any such Person for such period shall be included in determining such Consolidated J.V. Net Income to the extent such loss has been funded with cash from the European J.V. or a Restricted J.V. Subsidiary;

(b) any net income (or loss) of any Person acquired by the European J.V. or a J.V. Subsidiary in a pooling of interests transaction for any period prior to the date of such acquisition;

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(c) any net income of any Restricted J.V. Subsidiary if such Restricted J.V. Subsidiary is subject to restrictions on the payment of dividends or the making of distributions by such Restricted J.V. Subsidiary, directly or indirectly, to the European J.V. (but, in the case of any Foreign Restricted J.V. Subsidiary, only to the extent cash equal to such net income (or a portion thereof) for such period is not readily procurable by the European J.V. from such Foreign Restricted J.V. Subsidiary (with the amount of cash readily procurable from such Foreign Restricted J.V. Subsidiary being determined in good faith by a Financial Officer of the European J.V.) pursuant to intercompany loans, repurchases of Capital Stock or otherwise), except that:

(1) subject to the limitations contained in clause (d) below, the European J.V.’s equity in the net income of any such Restricted J.V. Subsidiary for such period shall be included in such Consolidated J.V. Net Income up to the aggregate amount of cash actually distributed by such Restricted J.V. Subsidiary during such period to the European J.V. or another Restricted J.V. Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution made to another Restricted J.V. Subsidiary, to the limitation contained in this clause); and

(2) the net loss of any such Restricted J.V. Subsidiary for such period shall not be excluded in determining such Consolidated J.V. Net Income;

(d) any gain (or loss) realized upon the sale or other disposition of any asset of the European J.V. or the Consolidated J.V. Subsidiaries (including pursuant to any Sale/Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person;

(e) any extraordinary gain or loss; and

(f) the cumulative effect of a change in accounting principles.

“Consolidated Net J.V. Indebtedness” means, at any date, (a) the sum for the European J.V. and its Consolidated Subsidiaries at such date, without duplication, of (i) all Indebtedness (other than obligations in respect of Swap Agreements) that is included on the European J.V.’s consolidated balance sheet, (ii) all Capitalized Lease Obligations, (iii) all synthetic lease financings and (iv) all Qualified Receivables Transactions, minus (b) the Cash Amount, all determined in accordance with GAAP. For purposes of computing Consolidated Net J.V. Indebtedness, (A) the amount of any synthetic lease financing shall equal the amount that would be capitalized in respect of such lease if it were a Capitalized Lease Obligation, (B) Indebtedness owing by the European J.V. or any of its Consolidated Subsidiaries to Goodyear or any of its Consolidated Subsidiaries shall be disregarded and (C) the “Cash Amount” shall mean the sum of (i) the aggregate amount of cash and Temporary Cash Investments in excess of $100,000,000 held at such time by the European J.V. and its Consolidated Subsidiaries, (ii) the aggregate amount of cash and Temporary Cash Investments in excess of $150,000,000 held at such time by Goodyear and its Consolidated Subsidiaries that are US Subsidiaries and (iii) if at such date the requirements of Section 6.09 of the First Lien Agreement do not apply and the conditions to borrowing under the First Lien Agreement are met, the amount equal to the difference between (1) the lesser of (x) the Borrowing Base (as defined in the First Lien Agreement) and (y) the aggregate amount of the Commitments (as defined in the First Lien Agreement) in effect at such time under the First Lien Agreement minus (2) the aggregate amount of the Credit Exposures (as defined in the First Lien

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Agreement) at such time. For purposes of Section 6.09, Consolidated Net J.V. Indebtedness will be determined in Euros based upon the Exchange Rate in effect on the last day of the applicable period.

“Consolidation” means, in the case of Goodyear, unless the context otherwise requires, the consolidation of (1) in the case of Goodyear, the accounts of each of the Restricted Subsidiaries with those of Goodyear and (2) in the case of a Restricted Subsidiary the accounts of each Subsidiary of such Restricted Subsidiary that is a Restricted Subsidiary with those of such Restricted Subsidiary, in each case in accordance with GAAP consistently applied; provided, however, that “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of Goodyear or any Restricted Subsidiary in an Unrestricted Subsidiary will be accounted for as an investment. “Consolidation” means, in the case of the European J.V., unless the context otherwise requires, the consolidation of (1) in the case of the European J.V., the accounts of each of the Restricted J.V. Subsidiaries with those of the European J.V. and (2) in the case of a Restricted J.V. Subsidiary, the accounts of each Subsidiary of such Restricted J.V. Subsidiary that is a Restricted J.V. Subsidiary with those of such Restricted J.V. Subsidiary, in each case in accordance with GAAP consistently applied; provided, however, that “Consolidation” will not include consolidation of the accounts of any J.V. Subsidiary that is an Unrestricted Subsidiary, but the interest of the European J.V. or any Restricted J.V. Subsidiary in any such Unrestricted Subsidiary will be accounted for as an investment. The term “Consolidated” has a correlative meaning.

“Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event:

(a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(b) is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock convertible or exchangeable solely at the option of Goodyear or a Restricted Subsidiary; provided, however, that any such conversion or exchange shall be deemed an Incurrence of Indebtedness or Disqualified Stock, as applicable); or

(c) is redeemable at the option of the holder thereof, in whole or in part;

in the case of each of points (a), (b) and (c), on or prior to 180 days after the Maturity Date; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the first anniversary of the Maturity Date shall not constitute Disqualified Stock if the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable in any material respect to the holders of such Capital Stock than the provisions of section 4.06 and section 4.08 of the 2009 Indenture or the 2010 Indenture; provided further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of Goodyear or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by Goodyear in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

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The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to the Agreement; provided, however, that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person.

“European J.V.” means Goodyear Dunlop Tires Europe B.V., a corporation organized under the laws of The Netherlands.

“Exchange Rate” means, on any day, with respect to US Dollars, Pounds Sterling or any other currency in relation to Euros, the rate at which such currency may be exchanged into Euros, as set forth at approximately 12:00 noon, London time, on such day on the Reuters World Currency Page for US Dollars, Pounds Sterling or such other currency, as applicable. In the event that any such rate does not appear on the applicable Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the European J.V. or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent, at or about 11:00 a.m., London time, on such date for the purchase of Euros for delivery two (2) Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the European J.V., may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction, as such price is, unless specified otherwise in this Agreement, determined in good faith by a Financial Officer of Goodyear or by the Board of Directors.

“GAAP” means generally accepted accounting principles in the United States, or, when reference is made to financial statements of a Person organized under the laws of a jurisdiction outside of the United States, generally accepted accounting principles in such jurisdiction, except that all determinations made under section 6.09 of the Agreement shall be made in accordance with generally accepted accounting principles in the United States.

“Goodyear” means The Goodyear Tire & Rubber Company, an Ohio corporation.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or

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(b) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part).

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement, or raw materials hedge agreement.

“Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning. The accretion of principal of a non-interest bearing or other discount security shall not be deemed the Incurrence of Indebtedness.

“Indebtedness” means, with respect to any Person on any date of determination, without duplication:

(a) the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money;

(b) the principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(c) all obligations of such Person for the reimbursement of any obligor on any letter of credit, bank guarantee, bankers’ acceptance or similar credit transaction (other than obligations with respect to letters of credit, bank guarantees, Trade Acceptances or similar credit transactions securing obligations (other than obligations described in points (a), (b), and (e)) entered into in the ordinary course of business of such Person to the extent such letters of credit, bank guarantees, Trade Acceptances or similar credit transactions are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit, bank guarantee, Trade Acceptances or similar credit transactions);

(d) all obligations of such Person to pay the deferred and unpaid purchase price of property or services (except Trade Payables), which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto or the completion of such services;

(e) all Capitalized Lease Obligations and all Attributable Debt of such Person;

(f) the amount of all obligations of such Person with respect to the redemption, repayment, or other repurchase of any Disqualified Stock or, with respect to any Subsidiary of such Person, any Preferred Stock (but excluding, in each case, any accrued and unpaid dividends);

(g) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of Indebtedness of such Person shall be the lesser of:

(1) the Fair Market Value of such asset at such date of determination and

(2) the amount of such Indebtedness of such other Persons;

(h) Hedging Obligations of such Person; and

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(i) all obligations of the type referred to in clauses (a) through (h) of other Persons for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee.

Notwithstanding the foregoing, in connection with the purchase by Goodyear or any Restricted Subsidiary of any business, the term “Indebtedness” shall exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above; provided, however, that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time will be the accreted value thereof at such time.

“JPMEL” means J.P. Morgan Europe Limited and its successors.

“Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by Goodyear or any of its Subsidiaries pursuant to which Goodyear or any of its Subsidiaries may sell, convey or otherwise transfer to:

(a) a Receivables Entity (in the case of a transfer by Goodyear or any of its Subsidiaries); or

(b) any other Person (in the case of a transfer by a Receivables Entity);

or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of Goodyear or any of its Subsidiaries, and any assets related thereto, including without limitation, all collateral securing such accounts receivable, all contracts and all Guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable; provided however, that the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by a Financial Officer of Goodyear); and provided further, however, that no such transaction or series of transactions shall be a Qualified Receivables Transaction if any of the accounts receivable subject thereto is or would absent such transaction or series of transactions otherwise be subject to a Lien securing any European Bank Indebtedness.

The grant of a security interest in any accounts receivable of Goodyear or any of its Restricted Subsidiaries to secure Bank Indebtedness shall not be deemed a Qualified Receivables Transaction.

“Receivables Entity” means a (a) Wholly Owned Subsidiary of Goodyear which is a Restricted Subsidiary and which is designated by the Board of Directors (as provided below) as a Receivables Entity or (b) another Person engaging in a Qualified Receivables Transaction with Goodyear which Person engages in the business of the financing of accounts receivable, and in either of parts (a) or (b):

(1) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which

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(A) is Guaranteed by Goodyear or any Subsidiary of Goodyear (excluding Guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings);

(B) is recourse to or obligates Goodyear or any Subsidiary of Goodyear in any way other than pursuant to Standard Securitization Undertakings; or

(C) subjects any property or asset of Goodyear or any Subsidiary of Goodyear, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

(2) which is not an Affiliate of Goodyear or with which neither Goodyear nor any Subsidiary of Goodyear has any material contract, agreement, arrangement or understanding other than on terms which Goodyear reasonably believes to be no less favorable to Goodyear or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of Goodyear; and

(3) to which neither Goodyear nor any Subsidiary of Goodyear has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors shall be evidenced to the Administrative Agent by filing with the Administrative Agent a certified copy of the resolution of the Board of Directors giving effect to such designation and a certificate of a Financial Officer certifying that such designation complied with the foregoing conditions.

“Restricted J.V. Subsidiary” means any J.V. Subsidiary that is a Restricted Subsidiary.

“Restricted Subsidiary” means any Subsidiary of Goodyear other than an Unrestricted Subsidiary.

“Sale/Leaseback Transaction” means an arrangement relating to property, plant and equipment now owned or hereafter acquired by Goodyear or a Restricted Subsidiary whereby Goodyear or a Restricted Subsidiary transfers such property to a Person and Goodyear or such Restricted Subsidiary leases it from such Person other than (i) leases between Goodyear and a Restricted Subsidiary or between Restricted Subsidiaries or (ii) any such transaction entered into with respect to any property, plant and equipment or any improvements thereto at the time of, or within 180 days after, the acquisition or completion of construction of such property, plant and equipment or such improvements (or, if later, the commencement of commercial operation of any such property, plant and equipment), as the case may be, to finance the cost of such property, plant and equipment or such improvements, as the case may be.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by Goodyear or any Subsidiary of Goodyear which, taken as a whole, are customary in an accounts receivable transaction.

“Subsidiary” means any subsidiary of Goodyear.

“Swap Agreement” means any agreement in respect of any Hedging Obligations.

“Temporary Cash Investments” shall have the meaning as defined in the Agreement.

“Unrestricted Subsidiary” means:

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(a) any Subsidiary of Goodyear that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below and

(b) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors may designate any Subsidiary of Goodyear (including any newly acquired or newly formed Subsidiary of Goodyear) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, Goodyear or any other Subsidiary of Goodyear that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either:

(a) the Subsidiary to be so designated has total Consolidated assets of $1,000 or less; or

(b) if such Subsidiary has total Consolidated assets greater than $1,000, then such designation would be permitted under section 6.02 of the Agreement.

The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:

(a) (1) Goodyear could Incur $1.00 of additional Indebtedness under Section 6.01(a) of the Agreement or (2) the Consolidated Coverage Ratio (as defined in the Agreement) for Goodyear and its Restricted Subsidiaries would be greater after giving effect to such designation than before such designation and

(b) no Default shall have occurred and be continuing.

Any such designation of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary by the Board of Directors shall be evidenced to the Administrative Agent by promptly filing the Administrative Agent a copy of the resolution of the Board of Directors giving effect to such designation and a certificate of a Financial Officer certifying that such designation complied with the foregoing provisions.

All other terms capitalized in this Schedule 16 and not defined shall be deemed to have the meaning in the Agreement. Terms in this Schedule 16 relating to Article 13.3 (xv) of the General Master Purchase Agreement shall be deemed amended, for the purposes of the General Master Purchase Agreement, from time upon the amendment of the Agreement.

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SCHEDULE 15

FORM OF LETTER IN RELATION TO THE LIMITATION OF RECOURSE OF CREDITORS OF ESTER FINANCE TITRISATION REGARDING THE GOODYEAR SECURITISATION TRANSACTION

Paris, [            ]

Re: Agreement Letter in relation to the limitation of recourse of creditors of Ester Finance Titrisation regarding the Goodyear European Securitisation Transaction

1. The Parties hereto are entering into this Agreement Letter in order (i) to reiterate the limitation of their recourse as creditors of Ester Finance Titrisation regarding the securitisation transaction of receivables originated by various European subsidiaries of Goodyear Dunlop Tires Europe BV to which they are a party (the “Goodyear European Securitisation Transaction”) and (ii) to stipulate the benefit of this limitation of recourse in favour of third party creditors of other securitisation and financing transactions to which Ester Finance Titrisation is a party (the “Other Financing Transactions”).

2. Each creditor party to this Agreement Letter expressly acknowledges that (i) it shall only have a recourse against any sums received by or on behalf of Ester Finance Titrisation and required to be held by or on behalf of the Ester Finance Titrisation or paid to Goodyear Dunlop Tires Europe BV or any of its affiliates party to the Goodyear European Securitization Transaction pursuant to the Securitisation Transaction after the allocations of funds, and subject to the order of priority, provided for therein (the “Available Funds”) and (ii) it shall have no recourse against any other assets held by Ester Finance Titrisation under any Other Financing Transaction or any other assets of Ester Finance Titrisation. If the claims of a creditor against Ester Finance Titrisation cannot be satisfied in full out of the Available Funds, in accordance with the terms of the agreements governing such Securitisation Transaction, such claim shall be automatically extinguished and no steps may be taken against Ester Finance Titrisation to recover any shortfall.

3. Each creditor party to this Agreement Letter stipulates (stipulation pour autrui), pursuant to articles 1121 et seq. of the French Civil Code, the benefit of its limited recourse under clause 2 above in favour of any other creditor of Ester Finance Titrisation under any Other Financing Transaction. Ester Finance Titrisation hereby expressly undertakes to comply with such stipulation and to make its best efforts in order that any other contractual creditor of Ester Finance Titrisation under any Other Financing Transaction execute a Agreement Letter similar to this Agreement Letter. In addition, each creditor party to this Agreement Letter expressly accepts the benefit of the limitation of recourse stipulated in its favour by the other creditors of Ester Finance Titrisation under any Other Financing Transaction.

4. Each party hereby represents and warrants to the other party, on the date hereof, that (a) it has the capacity to enter into this Agreement Letter, (b) the signatory of such party to this Agreement Letter has been authorised and that any necessary power of attorney or corporate authorisation has been obtained and (c) its obligations under this Agreement Letter are valid, binding and enforceable against it in accordance with its respective terms.

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5. This Agreement Letter does not create any novation (novation) to the contractual documentation of the Goodyear European Securitisation Transaction to which each signatory hereto is a party, and shall remain in full force and effect notwithstanding any amendment to such contractual documentation which may be entered into from time to time.

6. This Agreement Letter shall expire 18 months and 1 day following the date on which the debt obligations owed by Ester Finance Titrisation to its creditors have been extinguished in accordance with the terms of the agreement governing the Goodyear European Financing Transaction or any of the Other Financing Transactions.

7. This Agreement Letter shall be governed by and construed in accordance with French Law. Any dispute that may arise as to the validity, interpretation, performance or any other matter arising out of or in connection with this Agreement Letter shall be subject to the jurisdiction of the commercial court of Paris (Tribunal de Commerce de Paris).

On [            ], in fifteen (15) originals

ESTER FINANCE TITRISATION

By:

Duly authorised for the purpose

of executing this Agreement Letter

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

By:	By:
Duly authorised for the purpose of executing this Agreement Letter	Duly authorised for the purpose of executing this Agreement Letter

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CREDIT AGRICOLE LEASING & FACTORING	ABC GESTION in its capacity as the Management Company of FCT TRIPLE P
By:	By:
Duly authorised for the purpose of executing this Agreement Letter	Duly authorised for the purpose of executing this Agreement Letter
MAGENTA	LMA SA
By:	By:
Duly authorised for the purpose of executing this Agreement Letter	Duly authorised for the purpose of executing this Agreement Letter
SHEFFIELD RECEIVABLES CORPORATION	BARCLAYS BANK PLC
By:	By:
Duly authorised for the purpose of executing this Agreement Letter	Duly authorised for the purpose of executing this Agreement Letter
GOODYEAR DUNLOP TIRES GERMANY GMBH	GOODYEAR DUNLOP TIRES EUROPE B.V
By:	By:
Duly authorised for the purpose of executing this Agreement Letter	Duly authorised for the purpose of executing this Agreement Letter

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GOODYEAR DUNLOP TIRES FRANCE S.A	GOODYEAR DUNLOP TIRES ESPAÑA, S.A.
By:	By:
Duly authorised for the purpose of executing this Agreement Letter	Duly authorised for the purpose of executing this Agreement Letter
GOODYEAR DUNLOP TYRES UK LIMITED	DUNLOP TYRES LTD
By:	By:
Duly authorised for the purpose of executing this Agreement Letter	Duly authorised for the purpose of executing this Agreement Letter
NATIXIS
By:	By:
Duly authorised for the purpose of executing this Agreement Letter	Duly authorised for the purpose of executing this Agreement Letter

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SCHEDULE 16

CALCULATION FORMULAE OF THE DISCOUNT RESERVE AND OF THE ASSIGNMENT COSTS

SCHEDULE 16A CALCULATION OF THE DISCOUNT RESERVE

1. Discount Reserve

The computation of the Discount Reserve to be made for each Funded Settlement Date:

• in the case of the French Receivables Purchase Agreement, as referred to in schedule 2.2 thereto;

• in the case of the German Receivables Purchase Agreement, as referred to in schedule 3.2 thereto;

• in the case of the Spanish Receivables Purchase Agreement, as referred to in schedule 4.2 thereto;

• in the case of the UK Receivables Purchase Agreement, as referred to in schedule 2 thereto;

shall be made as follows:

Discount Reserve = Program Fees Component + Interest Component + Servicing Fees Component.

For such purpose:

1.1 “Program Fees Component” means the “Estimated Recurring Program Fees” weighted by the DSO Component,

where:

• the “Estimated Recurring Program Fees” is equal to the sum of the items detailed in section 2 below;

• “DSO Component” means 2 * DSO / 360;

• “DSO” means the Day Sales Outstanding of the Outstanding Amount of Sold Receivables and of the Outstanding Amount of Refinanced Sold Receivables as of the next Funded Settlement Date, as determined by the Agent as of the last audit of the Sellers’ account receivables and of the Italian Seller’s account receivables;

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• “Day Sales Outstanding” means:

• [with respect to each Seller: the ratio between (i) the Outstanding Amount of Sold Receivables(m) and (ii) the sum of Turnover(m) + Turnover(m-1) +Turnover(m-2), divided by 90;

• with respect to the Italian Seller: the ratio between (i) the Outstanding Amount of Refinanced Sold Receivables(m) and (ii) the sum of Italian Turnover(m) + Italian Turnover(m-1) + Italian Turnover(m-2), divided by 90.

1.2 “Interest Component” means EURIBOR * 1.5 * Purchaser’s Funding as of the previous Funded Settlement Date * DSO Component ; with the EURIBOR 1 month known on the Business Day immediately preceding the Information Date preceding the relevant Calculation Date.

1.3 “Servicing Fees Component” means the servicing fee payable annually to the Agent (VAT included) + an amount equal to the standby servicing fee (VAT included) (whether or not such fee is due and payable) + CREDIT AGRICOLE LEASING & FACTORING annual audit fee (VAT included) + an amount equal to the back up servicing fee provision (VAT included) (whether or not such fee is due and payable) + an amount equal to Italian back up stand-by servicing fee (VAT included) (whether or not such fee is due and payable) + an amount equal to Italian back up servicing fee provision (VAT included) (whether or not such fee is due and payable) + German Data Protection Trustee fee (VAT included) (whether or not such fee is due and payable); as detailed in section 3 below.

2. Details of the Program Fees Component

The “Estimated Recurring Program Fees” are equal to the sum of the following items:

2.1 The costs of ESTER and the Deposit Bank, being the sum of:

• for the margin of ESTER FINANCE (the “Margin”), € 45,000 per annum, and

• for the Deposit Fee due to the Depositor, € 27,000 per annum.

2.2 The management costs of the FCT, equal to € 60,900 per annum, which includes recovery and depositor fees.

2.3 The costs of LMA, or, if CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK is exercising its Fund Subscription Option, the costs of CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK equal to:

• the Applicable Drawing Margin (as defined in the LMA/CACIB Costs Letter) of the relevant Liquidity Agreement in accordance with the provisions of the CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK/LMA costs letter (the “LMA/CACIB Costs Letter”) executed on the 2014 Amendment Date between the Purchaser and the Centralising Unit, as may be amended and/or supplemented;

• multiplied by the amount of the relevant Liquidity Agreement delivered to LMA for such period of funding.

189

2.4 The costs of MAGENTA, equal to:

• the sum of (i) Reference Issuer’s Management Fee (as defined in the MAGENTA Costs Letter) and (ii) the Applicable Drawing Margin (as defined in the MAGENTA Costs Letter) of the relevant Liquidity Agreement, both in accordance with the provisions of the MAGENTA costs letter (the “MAGENTA Costs Letter”) executed on the 2014 Amendment Date between the Purchaser and the Centralising Unit, as may be amended and/or supplemented;

• multiplied by the amount of the liquidity line delivered to MAGENTA for such period of funding.

2.5 The costs of SHEFFIELD or, if BARCLAYS BANK PLC is exercising its Fund Subscription Option, the costs of BARCLAYS BANK PLC equal to:

• the Applicable Drawing Margin (as defined in the BARCLAYS/SHEFFIELD Costs Letter) of the relevant Liquidity Agreement, both in accordance with the provisions of the BARCLAYS BANK PLC/SHEFFIELD costs letter (the “SHEFFIELD/ BARCLAYS Costs Letter”) executed on the 2014 Amendment Date between, inter alia, the Purchaser and the Centralising Unit, as may be amended and/or supplemented;

• multiplied by the amount of the liquidity line delivered to SHEFFIELD for such period of funding.

3 Details of the Servicing Fee Component

The servicing, back up servicing and German Data Protection Trustee fees component of the Discount Reserve is equal to the sum of the following items:

• € 240,000 relating to the standby back up servicing fee (VAT included) (whether or not such fee is due and payable) and to the audit fees (VAT included),

• € 310,000 relating to the servicing fee of CREDIT AGRICOLE LEASING & FACTORING (VAT included),

• € 3,200,000 relating to the provision for back up servicing activation (VAT included) (whether or not such fee is due and payable),

• € 100,000 relating to the standby back up servicing fee of the Italian back up servicer (VAT included) (whether or not such fee is due and payable),

• € 480,000 relating to the provision for back up servicing activation of the Italian back up servicer (VAT included) (whether or not such fee is due and payable),

• € 7,500 relating to the fee to be paid to the German Data Protection Trustee (VAT included) (whether or not such fee is due and payable).

The total of the servicing, back up servicing and German Data Protection Trustee fees component is equal to € 4,337,500.

190

SCHEDULE 16B CALCULATION OF THE ASSIGNMENT COSTS

The assignment costs payable by the Purchaser on each Funded Settlement Date:

• in the case of the French Receivables Purchase Agreement, as referred to in schedule 2 thereto;

• in the case of the German Receivables Purchase Agreement, as referred to in schedule 3 thereto;

• in the case of the UK Receivables Purchase Agreement, as referred to in schedule 2 thereto;

• in the case of the Spanish Receivables Purchase Agreement, as referred to in schedule 2 thereto;

are the sum of the following costs (“Assignment Costs”):

1. Costs of ESTER

• € 45,000 /12 (relating to the Margin of the Purchaser (costs invoiced to the Purchaser by banks holding the Purchaser’s Collection Accounts will be added to this amount when paid by the Purchaser));

• € 27,000 /12 (relating to the Deposit Fee of the Depositor).

2. Costs of the FCT

• € 5,075 (relating to the management costs of the FCT (including recovery and depositor fees).

3. Costs of LMA or CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

The costs of LMA or, if CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK is exercising its Fund Subscriber Option and as long as it has not rescinded the exercise thereof, the costs of CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, shall be calculated, respectively, in accordance with the provisions of the CACIB/LMA costs letter (the “CACIB/LMA Costs Letter”) executed on the 2014 Amendment Date between, among others, the Purchaser and the Centralising Unit, as may be amended and/or supplemented from time to time.

4. Costs of MAGENTA

The costs of MAGENTA shall be calculated in accordance with the provisions of the MAGENTA costs letter (the “MAGENTA Costs Letter”) executed on the 2014 Amendment Date between, among others, the Purchaser and the Centralising Unit, as may be amended and/or supplemented from time to time.

5. Costs of SHEFFIELD or BARCLAYS BANK PLC

The Costs of SHEFFIELD or, if BARCLAYS BANK PLC is exercising its Fund Subcriber Option and for as long as it has not rescinded the exercise thereof, the costs of BARCLAYS

191

BANK PLC, shall be calculated, respectively, in accordance with the provisions of the BARCLAYS/SHEFFIELD costs letter (the “BARCLAYS/SHEFFIELD Costs Letter”) executed on the 2014 Amendment Date between, among others, the Purchaser and the Centralising Unit, as may be amended and/or supplemented from time to time.

192

SCHEDULE 16C CALCULATION OF THE DISCOUNT RATE

On each Funded Settlement Date, the Discount Rate shall be the result of the following formula:

[(Program Fees Component + Interest Component + Servicing Fees Component)

*

(Outstanding Amount of Remaining Purchasable Receivables + Outstanding Amount of Refinanced Remaining Purchasable Receivables + Outstanding Amount of Originated Ongoing Purchasable Receivables + Outstanding Amount of Refinanced Originated Ongoing Receivables)

/

(Outstanding Amount of Sold Receivables + Outstanding Amount of Refinanced Sold Receivables)

+

(Subordinated Deposit Fee Component + Complementary Deposit Fee Component)

-

(Refinanced Discount Amount)

/

(Outstanding Amount of Remaining Purchasable Receivables + Outstanding Amount of Originated Ongoing Purchasable Receivables)

Where:

1. Subordinated Deposit Fee Component is equal to: Subordinated Deposit Fee * (Outstanding Amount of Refinanced Remaining Purchasable Receivables + Outstanding Amount of Originated Refinanced Ongoing Purchasable Receivables).

Subordinated Deposit Fees = €104,000 * Refinanced DSO Component / Outstanding Amount of Refinanced Sold Receivables as of such Funded Settlement Date

2. Complementary Deposit Fee Component is equal to: Complementary Deposit Fee * (Outstanding Amount of Refinanced Remaining Purchasable Receivables + Outstanding Amount of Originated Refinanced Ongoing Purchasable Receivables)

Complementary Deposit Fees = €36,000 * Refinanced DSO Component / Outstanding Amount of Refinanced Sold Receivables as of such Funded Settlement Date

3. Refinanced Discount Amount = Refinanced Discount Rate as of the preceding Funded Settlement Date x (Outstanding Amount of Originated Refinanced Ongoing Purchasable Receivables + the Outstanding Amount of Refinanced New Non Allocated Cash) + Refinanced Discount Rate as of such Settlement Date x (Outstanding Amount of Refinanced Remaining Purchasable Receivables - the Outstanding Amount of Refinanced Net

193

Miscellaneous Receivables + the Outstanding Amount of Refinanced New Non Allocated Cash to the extent not already covered above).

With “Refinanced New Non Allocated Cash” means, on any Settlement Date, any Refinanced Non Allocated Cash which is recorded in the Refinanced Seller’s accounting system and which has not previously been reported by the Refinanced Seller before the Assessment Date preceding such Settlement Date.

On each Funded Settlement Date, the Refinanced Discount Rate shall be calculated as the sum of: Refinanced Program Fee Component + Refinanced Servicing Fees Component + Refinanced Provision for Financing.

3.1 Refinanced Program Fee Component = €54,000 * Refinanced DSO Component / Outstanding Amount of Refinanced Sold Receivables as of such Funded Settlement Date,

where:

• Refinanced DSO Component is equal to Refinanced DSO / 360,

• Refinanced DSO (“Day Sales Outstanding”) means , in relation to the refinanced portfolio, the ratio between (i) the Outstanding Amount of Refinanced Sold Receivables(m) and (ii) the sum of Italian Turnover(m) + Italian Turnover(m-1) + Italian Turnover(m-2), divided by 90.

3.2 Refinanced Servicing Fees Component shall be equal to the sum of:

• €100,000 relating to the annual servicing fee of the Agent and the annual standby back up servicing fee (VAT included) (whether or not such fee is due and payable), divided by the Outstanding Amount of Refinanced Sold Receivables as of such Funded Settlement Date, and

• 48 bps per annum relating to the provision for back up servicing activation (VAT included) (whether or not such fee is due and payable),

3.3 Refinanced Provision For Financing = (EURIBOR + a spread of 250 bps) * the Refinanced DSO Component + Subordinated Deposit Fee + Complementary Deposit Fee,

with EURIBOR designating the EURIBOR 1 month known on the Business Day immediately preceding the Information Date preceding the relevant Calculation Date.

194

SCHEDULE 17

FORM OF NOTICE FOR MAXIMUM AMOUNT OF THE PURCHASER’S FUNDING

[Letterhead of the Centralising Unit]

ESTER FINANCE TITRISATION 9 quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France	CREDIT AGRICOLE LEASING & FACTORING 12, place des Etats-Unis CS 20001 92548 Montrouge Cedex France
To: [            ]	To: [            ]
	United Kingdom, [            ]

RE : MAXIMUM AMOUNT OF THE PURCHASER’S FUNDING

Dear Madams and Sirs,

We refer to the General Master Purchase Agreement (the “GMPA”) dated 10 December 2004 as amended and restated from time to time.

Pursuant to Article 7.1.2 of the GMPA, we hereby indicate you the Maximum Amount of the Purchaser’s Funding between [            ] and [            ] shall be [            ] €

Terms defined herein shall have the same meaning as in the GMPA unless the context requires otherwise.

Yours faithfully,

By:

Title:

195

SCHEDULE 18

LIST OF THE COLLECTION ACCOUNTS (AS OF THE 2014 AMENDMENT DATE)

[Intentionally Omitted]

196

EX-10

Exhibit 10.2

Execution version

GOODYEAR

MASTER SUBORDINATED DEPOSIT AGREEMENT

DATED 23 JULY 2008, AS LAST AMENDED AND RESTATED

ON 25 SEPTEMBER 2014

between

CREDIT AGRICOLE LEASING & FACTORING

as Agent

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as the Calculation Agent

ESTER FINANCE TITRISATION

as Purchaser

DUNLOP TYRES LTD.

as the Subordinated Depositor and Centralising Unit

CMS Bureau Francis Lefebvre

Avocats au Barreau des Hauts de Seine

1-3, villa Emile Bergerat

92522 Neuilly-sur-Seine Cedex, France

T +33 1 47 38 55 00

info@cms-bfl.com

TABLE OF CONTENTS

CLAUSE		PAGE
CHAPTER I INTERPRETATION			5
1.	DEFINITIONS		5
2.	INTERPRETATION		5
CHAPTER II PURPOSE - DURATION			6
3.	PURPOSE		6
4.	DURATION		6
CHAPTER III AMOUNT OF THE SUBORDINATED DEPOSIT			7
5.	AMOUNT OF THE SUBORDINATED DEPOSIT		7
6.	SUBORDINATED DEPOSIT FEE - NO INTEREST		8
CHAPTER IV REPAYMENT - PAYMENTS			9
7.	REPAYMENT		9
8.	PAYMENTS		10
CHAPTER V GENERAL PROVISIONS			10
9.	REPRESENTATIONS AND WARRANTIES		10
CHAPTER VI CASH COLLATERAL			11
10.	APPLICATION OF THE SUBORDINATED DEPOSIT AS CASH COLLATERAL FOR THE BENEFIT OF THE PURCHASER		11
CHAPTER VII MISCELLANEOUS			12
11.	FEES AND EXPENSES		12
12.	SUBSTITUTION AND AGENCY		12
13.	CONFIDENTIALITY		12
14.	TRANSFERABILITY		12
15.	NOTICES		13
16.	EXERCISE OF RIGHTS		13
17.	INDIVISIBILITY		13
18.	PARTIAL INVALIDITY		14
19.	AMENDMENTS		14
20.	LIMITED RECOURSE – NON PETITION		14
21.	GOVERNING LAW - JURISDICTION		15

SCHEDULE	PAGE
SCHEDULE 1 CALCULATION OF THE OVERCOLLATERALISATION RATE		16
SCHEDULE 2 CALCULATION OF THE SUBORDINATED DEPOSIT		20
SCHEDULE 3 CALCULATION OF THE SUBORDINATED DEPOSIT FEE		21

2

THIS MASTER SUBORDINATED DEPOSIT AGREEMENT IS ENTERED INTO BETWEEN

(1) CREDIT AGRICOLE LEASING & FACTORING, a company incorporated under French law and authorised as a financing company (société de financement), having its registered office at 12, place des Etats-Unis – CS 20001, 92548 Montrouge Cedex, France, registered with the trade and companies registry (Registre du commerce et des sociétés) of Nanterre under the number 692 029 457, whose representative is duly authorised for the purpose of this Master Subordinated Deposit Agreement (the “Agent) (succeeding Eurofactor as a consequence of the merger and absorption of Eurofactor into Crédit Agricole Leasing & Factoring on 31 December 2013);

(2) CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, a company incorporated under French law and authorised as a credit institution (établissement de crédit), having its registered office at 9 quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France, registered with the trade and companies registry (Registre du commerce et des sociétés) of Nanterre under the number 304 187 701, whose representatives are duly authorised for the purpose of this Master Subordinated Deposit Agreement (the “Calculation Agent”);

(3) ESTER FINANCE TITRISATION, a company incorporated under French law and authorised as a specialized credit institution (établissement de crédit spécialisé), having its registered office at 9 quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France, registered with the trade and companies registry (Registre du commerce et des sociétés) of Nanterre under the number 414 886 226, whose representative is duly authorised for the purpose of this Master Subordinated Deposit Agreement (“Ester Finance Titrisation” or the “Purchaser”); and

(4) DUNLOP TYRES LTD., a company incorporated under the laws of England and Wales with company number 1792065 whose registered office is situated at Tyrefort, 88-98 Wingfoot Way, Birmingham B24 9HY, whose representative is duly authorised for the purpose of this Master Subordinated Deposit Agreement (the “Centralising Unit” or the “Subordinated Depositor”).

WHEREAS:

(A) Goodyear Dunlop Tires France S.A. (the “French Seller”), Goodyear Dunlop Tires Germany GmbH (the “German Seller”), Goodyear Dunlop Tires Italia SPA (the “Italian Seller”), Goodyear Dunlop Tires España S.A. (the “Spanish Seller”) and Goodyear Dunlop Tyres UK LTD. (the “UK Seller”) are in the business of manufacturing and/or supplying tyres and activities related thereto, and hold receivables against certain customers originated in the ordinary course of their business.

(B) In order to provide financing to certain European subsidiaries of Goodyear, Crédit Agricole Corporate and Investment Bank and Natixis have set up a securitisation transaction by way of the sale, on an ongoing basis, of certain trade receivables resulting from the ordinary business of the Sellers in Belgium, France, Germany, Italy, Spain and United Kingdom (the “Securitisation Transaction”).

(C) Pursuant to the Securitisation Transaction and with respect to (i) the French Seller, the Spanish Seller and the UK Seller, existing and future domestic trade receivables will be purchased by the Purchaser from those Sellers on an ongoing basis and in accordance with receivables purchase agreements governed by French law, in respect of the French Seller and the Spanish Seller, and English law, in respect of the UK Seller, and (ii) the German Seller, existing and future

3

domestic and cross-border trade receivables will be purchased by the Purchaser from the German Seller on an ongoing basis and in accordance with the law governing such receivables as set forth in a receivables purchase agreement (entered into, inter alios, between the German Seller, the Centralising Unit and the Purchaser (together, the “Receivables Purchase Agreements”)).

(D) The Purchaser shall fund the acquisition of Ongoing Purchasable Receivables, Remaining Purchasable Receivables, Refinanced Ongoing Purchasable Receivables and Refinanced Remaining Purchasable Receivables:

(i) partly out of a senior deposit (the “Senior Deposit”) effected by the Depositor with the Purchaser in accordance with a master senior deposit agreement (the “Master Senior Deposit Agreement”); and

(ii) partly by way of set-off against any amount due and payable by the Centralising Unit to the Purchaser in connection with (a) a subordinated deposit (the “Subordinated Deposit”) to be effected by the Centralising Unit with the Purchaser in accordance with the terms and conditions of the present master subordinated deposit agreement (the “Master Subordinated Deposit Agreement”) and (b) a complementary deposit (the “Complementary Deposit”) to be effected by the Centralising Unit with the Purchaser in accordance with the terms and conditions of a master complementary deposit agreement (the “Master Complementary Deposit Agreement”).

(E) The Purchaser and the Subordinated Depositor are willing to define the terms and conditions according to which the Subordinated Deposit shall be made by the Subordinated Depositor with the Purchaser and shall be pledged as cash collateral (affecté à titre de gage-espèces) in favour of the Purchaser and have agreed to enter into this agreement under the terms and subject to the conditions set forth hereunder.

IT IS AGREED AS FOLLOWS:

4

CHAPTER I

INTERPRETATION

1. DEFINITIONS

Capitalised terms and expressions used in this Master Subordinated Deposit Agreement shall have the same meaning as ascribed to such terms and expressions in the glossary set out in schedule 1 to the general master purchase agreement in relation to the securitization of trade receivables of certain subsidiaries of the Goodyear group dated 10 December 2004 as last amended and restated on 25 September 2014, inter alia, Ester Finance Titrisation, Crédit Agricole Leasing & Factoring, Crédit Agricole Corporate and Investment Bank, Natixis, Dunlop Tyres Ltd. and the sellers listed therein (the “General Master Purchase Agreement”).

2. INTERPRETATION

The titles of the Chapters, Articles (including their paragraphs) and Schedules used herein and the table of contents are for convenience of reference only, and shall not be used to interpret the Master Subordinated Deposit Agreement.

In this Master Subordinated Deposit Agreement, except if the context calls for another interpretation:

(i) references to “Chapters”, “Articles” and “Schedules” shall be construed as references to the chapters, articles and schedules of the Master Subordinated Deposit Agreement and references to the Master Subordinated Deposit Agreement include its schedules;

(ii) headings are for convenience of reference only and shall not affect the interpretation of this Master Subordinated Deposit Agreement;

(iii) words in the plural shall cover the singular and vice versa;

(iv) references to the time of the day shall refer to Paris time, unless otherwise stipulated;

(v) words appearing in this Master Subordinated Deposit Agreement in a language other than English shall have the meaning ascribed to them under the law of the corresponding jurisdiction and such meaning shall prevail over their translation into English, if any;

(vi) references to a person shall include its permitted assignees, transferees and successors;

(vii) references to a document shall mean such document, as amended, replaced by novation or varied from time to time;

(viii) references to any Securitisation Document shall be construed to mean such securitisation document, as amended and restated on the date hereof and as may be amended and supplemented from time to time thereafter; and

(ix) references to the “ Parties” shall be construed as references to the parties to this Master Subordinated Deposit Agreement, and an “ Party” shall mean any of the Parties.

5

CHAPTER II

PURPOSE - DURATION

3. PURPOSE

3.1 The Subordinated Depositor shall make a Subordinated Deposit with the Purchaser in accordance with the terms of this Master Subordinated Deposit Agreement.

3.2 The Subordinated Deposit made by the Subordinated Depositor under this Master Subordinated Deposit Agreement shall be applied and pledged as cash collateral (affecté à titre de gage-espèces) in favour of the Purchaser in accordance with and subject to the provisions of Article 10.

All repayments of principal to be made by the Purchaser to the Subordinated Depositor in respect of the Subordinated Deposit shall be made up to the amount and to the extent of the sums received by the Purchaser in respect of the Sold Receivables and the Refinanced Sold Receivables in the manner described under Article 7 below. During the Amortisation Period, such repayments under the Subordinated Deposit shall be subject to the order of priority of payments provided for under article 16 (Order of Priority during the Amortisation Period) of the General Master Purchase Agreement and shall, in particular, occur after the full and definitive repayment of any sum due under the Senior Deposit.

The Subordinated Depositor agrees that, for the purposes of the repayment of the Subordinated Deposit or payment of any sums otherwise due under this Master Subordinated Deposit Agreement, it will look solely to the amount of the sums received by the Purchaser under the General Master Purchase Agreement and under the Refinanced Receivables Purchase Agreement until the Program Expiry Date and that the Subordinated Depositor shall not, in such capacity, take or pursue any judicial or other proceedings, or exercise any right or remedy that it might otherwise have against the Purchaser or the Purchaser’s assets save to the extent required for the recovery of such sums.

4. DURATION

4.1 This Agreement shall take effect on the date the amendment and restatement no. 5 to the General Master Purchase Agreement enters into force and shall end on the Program Expiry Date.

4.2 The Subordinated Deposit shall be repaid in the manner described in Article 7 below.

6

CHAPTER III

AMOUNT OF THE SUBORDINATED DEPOSIT

5. AMOUNT OF THE SUBORDINATED DEPOSIT

5.1 Amount of the Subordinated Deposit

On each Calculation Date preceding a Settlement Date during the Replenishment Period, the amount of the Subordinated Deposit shall be calculated in accordance with the provisions of SCHEDULE 1 and SCHEDULE 2.

On each Calculation Date, during the Replenishment Period, the Agent shall calculate the difference between (i) the amount of the Subordinated Deposit on the following Settlement Date, and (ii) the amount of the Subordinated Deposit on the preceding Settlement Date.

During the Amortisation Period until the Program Expiry Date, the amount of the Subordinated Deposit shall be equal to the amount of the Subordinated Deposit as at the last Settlement Date, and shall be repaid, after full repayment of the Senior Deposit, in accordance with the provisions of Article 7.

5.2 Calculation and setting up of the Subordinated Deposit

5.2.1 Calculation

(i) At the latest on the Calculation Date preceding the Settlement Date of 30 July 2008, the Agent shall calculate, in accordance with the provisions of SCHEDULE 1 and SCHEDULE 2, and notify forthwith to the Purchaser and the Subordinated Depositor the amount of the Subordinated Deposit to be made on the Settlement Date of 30 July 2008, together with the details of such calculation.

(ii) On any subsequent Calculation Date during the Replenishment Period, the Agent shall calculate, in accordance with the provisions of SCHEDULE 1 and SCHEDULE 2, and notify forthwith to the Purchaser and the Subordinated Depositor of the difference between (i) the amount of the Subordinated Deposit on the Settlement Date following such Calculation Date, and (ii) the amount of the Subordinated Deposit on the preceding Settlement Date, together with the details of such calculation.

If the amount of the Subordinated Deposit on the Settlement Date following such Calculation Date is higher than the amount of the Subordinated Deposit on the Settlement Date preceding such Calculation Date, the Subordinated Deposit shall be increased by the Euro amount of the difference (the “Increase in the Subordinated Deposit”).

If the amount of the Subordinated Deposit on the Settlement Date following such Calculation Date is lower than the amount of the Subordinated Deposit on the Settlement Date preceding such Calculation Date, the Subordinated Deposit shall be reduced by the Euro amount of the difference (the “Reduction of the Subordinated Deposit”).

7

For the avoidance of doubt, any reference to the Subordinated Deposit in the Transaction Documents shall be to the Subordinated Deposit as it may be increased or reduced in accordance with this Article 5.2.1.

5.2.2 Setting up of the Subordinated Deposit

(i) On the Settlement Date of 30 July 2008, before 9.00 a.m. (Paris time), the Subordinated Deposit shall be made by the Subordinated Depositor in Euro with the Purchaser, for the amount calculated in accordance with Article 5.2.1 (i) and the terms and conditions of the amendment to the General Master Purchase Agreement entered into on 23 July 2008.

(ii) On each Settlement Date following the Settlement Date of 30 July 2008, during the Replenishment Period, before 9.00 a.m. (Paris time):

(a) the Subordinated Depositor shall make a deposit in respect of the Subordinated Deposit in Euro with the Purchaser, for an amount corresponding to any Increase in the Subordinated Deposit, as calculated in accordance with Article 5.2.1(ii) above; or

(b) the Purchaser shall repay a portion of the Subordinated Deposit to the Subordinated Depositor, for an amount corresponding to any Reduction of the Subordinated Deposit, as calculated in accordance with Article 5.2.1(ii) above, subject to the provisions of Article 7.

The payments to be made pursuant to (i) and (ii) above shall be effected in accordance with and subject to the provisions of article 6.4 (Entry on Current Account) of the General Master Purchase Agreement.

6. SUBORDINATED DEPOSIT FEE - NO INTEREST

6.1 During the Replenishment Period only, the Purchaser shall pay a Subordinated Deposit Fee to the Subordinated Depositor on a monthly basis, as remuneration for its undertaking to make the Subordinated Deposit pursuant to the terms and conditions of this Master Subordinated Deposit Agreement. The amount of the Subordinated Deposit Fee shall be calculated in accordance with SCHEDULE 3. The Subordinated Deposit Fee shall be paid in arrears on each Funded Settlement Date (as from 30 July 2008).

The payment of each Subordinated Deposit Fee shall be effected in accordance with and subject to the provisions of article 6.4 (Entry on Current Account) of the General Master Purchase Agreement.

6.2 The Purchaser and the Subordinated Depositor hereby expressly agree that the Subordinated Deposit shall not bear interest.

The Subordinated Depositor acknowledges that it has entered into intercompany arrangements with the Sellers inter alia (the “Intercompany Arrangements”) pursuant to which the Subordinated Depositor will receive from each Seller any necessary consideration for the making of the Subordinated Deposit and will be indemnified in an appropriate manner by each Seller in accordance with its corporate interest and in respect of the losses incurred by the Subordinated

8

Depositor as a result of the Subordinated Deposit made under this Master Subordinated Deposit Agreement.

CHAPTER IV

REPAYMENT - PAYMENTS

7. REPAYMENT

7.1 Principle

The repayment of the Subordinated Deposit, which shall be carried out until the Program Expiry Date, shall always be subject to (i) the provisions of Article 3.2 above and (ii) the order of priority of payments set forth Article 7.2.

7.2 Repayment of the Subordinated Deposit

7.2.1 On each Settlement Date during the Replenishment Period, the Purchaser shall repay, if applicable, the Subordinated Deposit to the Subordinated Depositor, for an amount equal to any Reduction of the Subordinated Deposit as calculated under Article 5.2.1.

7.2.2 On each Settlement Date during the Amortisation Period, and until the Program Expiry Date, the Purchaser shall repay to the Subordinated Depositor the Subordinated Deposit, for an amount resulting from the allocations set out in article 16 (Order of Priority during the Amortisation Period) of the General Master Purchase Agreement.

The Parties agree that, for the avoidance of doubt, and in accordance with the order of priority set forth under article 16 (Order of Priority during the Amortisation Period) of the General Master Purchase Agreement which the Centralising Unit expressly acknowledges and accepts, the Subordinated Deposit shall not be repaid during the Amortisation Period, inter alia, until full repayment of the Senior Deposit.

Such repayment shall be effected by means of the Distributed Amounts received by the Purchaser under the Sold Receivables and the Refinanced Sold Receivables until the Program Expiry Date and in accordance with the order of priority of payments as described in article 16 (Order of Priority during the Amortisation Period) of the General Master Purchase Agreement.

7.2.3 In the event that, on the Program Expiry Date, the Distributed Amounts do not permit the repayment in full of any outstanding amount remaining unpaid under the Subordinated Deposit, then, the Purchaser shall be irrevocably released from any repayment obligations hereunder.

7.3 In the event that during the Amortisation Period, the Centralising Unit, acting in the name and on behalf of the Sellers, repurchases all outstanding Sold Receivables from the Purchaser in accordance with article 4.3 of the General Master Purchase Agreement, the purchase price of such Sold Receivables shall be applied by the Purchaser to the repayment of the Subordinated Deposit in the order specified in article 16 (Order of Priority during the Amortisation Period) of the General Master Purchase Agreement.

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8. PAYMENTS

8.1 All payments to be made in accordance with this Master Subordinated Deposit Agreement shall be made in Euro.

8.2 All repayments of principal and all payments falling due on a day which is not a Business Day shall instead fall due on the following Business Day.

8.3 At any time, until the Program Expiry Date, subject to article 6 (Current Account Agreement) of the General Master Purchase Agreement, the Purchaser shall be entitled to set-off (i) any amount due and payable by the Purchaser to the Subordinated Depositor in respect of the Subordinated Deposit and (ii) any amount due and payable by the Subordinated Depositor to the Purchaser under this Master Subordinated Deposit Agreement or any of the Transaction Documents.

CHAPTER V

GENERAL PROVISIONS

9. REPRESENTATIONS AND WARRANTIES

The Subordinated Depositor hereby represents and warrants to the Purchaser, as follows:

(i) it is a limited liability company duly incorporated and validly existing under the laws of England and Wales and has the capacity (a) to carry on its business, as currently conducted, and to own all of the assets appearing on its balance sheet, except where not having such capacity would not be reasonably likely to result in a Material Adverse Effect, and (b) to enter into and perform its obligations under this Master Subordinated Deposit Agreement;

(ii) the execution of this Master Subordinated Deposit Agreement does not require any authorisation with respect to the Subordinated Depositor that has not already been obtained and communicated to the Purchaser, unless, in the case of any Governmental Authorisation, the failure to obtain such authorisation would not be reasonably likely to result in a Material Adverse Effect;

(iii) the execution of this Master Subordinated Deposit Agreement and the performance of the obligations under this Master Subordinated Deposit Agreement do not contravene any of the provisions of the Subordinated Depositor’s articles and memorandum of association, agreements or undertakings to which it is a party or by which it is bound, and do not in any manner contravene the statutes and regulations applicable to it, except, in each case, to the extent that no Material Adverse Effect would result from such breach;

(iv) the obligations arising out of this Master Subordinated Deposit Agreement are binding on the Subordinated Depositor and enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium and other laws affecting creditors’ rights generally;

(v) in the event that, in accordance with the provisions of this Master Subordinated Deposit Agreement and the General Master Purchase Agreement, the Subordinated Depositor is

10

not repaid in full on the Program Expiry Date, the Subordinated Depositor shall incur any losses out of its own business, and the Purchaser shall not be liable, in any manner whatsoever, in this respect (except, as the case may be, as provided in article 4.2 (b) of the General Master Purchase Agreement); and

(vi) the constitution of the Subordinated Deposit as cash collateral (affectation à titre de gage-espèces) in favour of the Purchaser, as set forth in Article 10 below, complies with the Subordinated Depositor’s corporate interest and does not exceed its financial capabilities; the Subordinated Depositor has entered into Intercompany Arrangements with the Sellers and GOODYEAR DUNLOP TIRES EUROPE B.V., pursuant to which the Subordinated Depositor shall receive from each Seller any necessary consideration for making the Subordinated Deposit and shall be indemnified as is appropriate by each Seller and GOODYEAR DUNLOP TIRES EUROPE B.V. in respect of the losses incurred by the Subordinated Depositor as a result of the Subordinated Deposit made under this Master Subordinated Deposit Agreement.

CHAPTER VI

CASH COLLATERAL

10. APPLICATION OF THE SUBORDINATED DEPOSIT AS CASH COLLATERAL FOR THE BENEFIT OF THE PURCHASER

10.1 The Subordinated Depositor hereby irrevocably agrees that the Subordinated Deposit made under this Master Subordinated Deposit Agreement shall, by virtue of this Article, be pledged and consequently applied as cash collateral (affecté à titre de gage-espèces) by the Subordinated Depositor in favour of the Purchaser until the Program Expiry Date, to secure the payment of (i) any sum due by the Debtors to the Purchaser in respect of the Sold Receivables and Refinanced Sold Receivables and (ii) any sum due to the Purchaser by any Seller, the Refinanced Seller or the Centralising Unit pursuant to the Transaction Documents.

The Subordinated Depositor expressly exempts the Purchaser from the obligation to keep the Subordinated Deposit granted as cash collateral segregated from any other sums or any cash which belong(s) to the Purchaser.

The Subordinated Depositor hereby irrevocably agrees that the pledge and application of the Subordinated Deposit as cash collateral (affectation du dépôt subordonné à titre de gage-espèces) in favour of the Purchaser shall transfer to the Purchaser the ownership of those sums received under the Subordinated Deposit.

10.2 The cash collateral (gage-espèces) shall be deemed created and effective as of the date on which the Subordinated Deposit is made with the Purchaser.

10.3 The obligation of the Purchaser to transfer back to the Subordinated Depositor the Subordinated Deposit (créance en restitution) shall automatically be reduced by any principal amount paid by the Purchaser to the Subordinated Depositor on account of the Subordinated Deposit in accordance with Article 7 above.

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10.4 The outstanding amount of the Subordinated Deposit, as of the Program Expiry Date shall be applied by the Purchaser against the aggregate of (a) any remaining sums due to the Purchaser in respect of the Sold Receivables and Refinanced Sold Receivables, and (b) any remaining sums due to the Purchaser by the Sellers, the Refinanced Seller or the Centralising Unit pursuant to the Transaction Documents, remaining due as of the Program Expiry Date.

The amount so applied shall automatically reduce the obligation of the Purchaser, to transfer back the outstanding amount of the Subordinated Deposit to the Subordinated Depositor (créance en restitution).

CHAPTER VII

MISCELLANEOUS

11. FEES AND EXPENSES

The Subordinated Depositor, in the name and on behalf of the Sellers, shall bear, in particular, any costs and expenses incurred by Ester Finance Titrisation, in accordance with article 29 (Fees and Expenses) of the General Master Purchase Agreement.

12. SUBSTITUTION AND AGENCY

Each Party shall have the right to be assisted by, to appoint or to substitute for itself one or more third parties in the performance of certain tasks provided that:

(i) such Party has given prior written notice of the exercise of that right to the other Parties;

(ii) such Party remains liable to the other Parties for the proper performance of those tasks and the relevant third party/parties has or have expressly renounced any right to any contractual claim against the other Parties;

(iii) the relevant third party/parties undertake(s) to comply with all obligations binding upon such Party under this Master Subordinated Deposit Agreement; and

(iv) the substitution, assistance or agency shall not entail an increase in the costs incurred by the other Parties.

The Parties acknowledge however that, in order to avoid doubt, this Article shall not apply to the Subordinated Depositor in respect of the making of the Subordinated Deposit.

13. CONFIDENTIALITY

For the purposes to this Master Subordinated Deposit Agreement, the Parties agree to be bound by the provisions relating to confidentiality as provided for by article 31 (Confidentiality) of the General Master Purchase Agreement.

14. TRANSFERABILITY

Except to the extent authorised in Article 12, this Master Subordinated Deposit Agreement is concluded on the intuitu personae of the Parties to this Master Subordinated Deposit Agreement.

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Therefore, none of the Parties may transfer this Master Subordinated Deposit Agreement, or its rights and/or obligations hereunder, to any third party whatsoever, without the prior written consent of the other Parties.

15. NOTICES

15.1 Except as otherwise set forth in the Transaction Documents, all notices, requests or communications which must or may be made pursuant to this Master Subordinated Deposit Agreement shall be by way of writing, mail or fax.

15.2 All notices, requests or communications to be made and all documents to be delivered from one Party to the other Party under the Master Subordinated Deposit Agreement shall be made and delivered to the addressees referred to in schedule 6 (List of Adressees) to the General Master Purchase Agreement.

15.3 All notices, requests or communications made and all documents delivered under the Master Subordinated Deposit Agreement shall only take effect upon the date of their receipt by its addressee.

15.4 Each of the Parties may at any time modify the addressee of the notices, requests or communications to be made and the documents to be delivered to it under the Master Subordinated Deposit Agreement by sending to that effect a letter or fax to the other Party indicating the name of the new addressee.

15.5 The Parties agree that the Centralising Unit shall be responsible for receiving written notice on behalf of the Sellers, and that any notice given by the Purchaser to the Sellers and delivered to the Centralising Unit shall be deemed validly received by all of the Sellers upon receipt by the Centralising Unit.

16. EXERCISE OF RIGHTS

16.1 All rights conferred on the Purchaser or the Subordinated Depositor under this Master Subordinated Deposit Agreement or by any other document delivered pursuant to or incidental to this Master Subordinated Deposit Agreement or any Transaction Document, including rights conferred by law, shall be cumulative and may be exercised at any time.

16.2 The fact that the Purchaser or the Subordinated Depositor does not exercise a right or delays in doing so shall in no way be construed as a waiver of that right. The exercise of any right or a partial exercise of such right shall not prevent the Purchaser or the Subordinated Depositor from exercising such a right again in the future, or from exercising any other right.

17. INDIVISIBILITY

Each Party acknowledges that the General Master Purchase Agreement, the Master Subordinated Deposit Agreement and the Master Complementary Deposit Agreement shall form a single set of contractual rights and obligations and that, if the General Master Purchase Agreement, or the Master Complementary Deposit Agreement becomes void or ceases to be effective and enforceable for any reason whatsoever, this Master Subordinated Deposit Agreement shall also

13

become void or cease to be effective and enforceable accordingly. Any payment already made by the Centralising Unit acting in the name and on behalf of the Sellers or on its own behalf to the Purchaser under this Master Subordinated Deposit Agreement, the General Master Purchase Agreement, the Receivables Purchase Agreements and the Master Complementary Deposit Agreement shall not be affected by such a nullity, ineffectiveness or unenforceability.

18. PARTIAL INVALIDITY

If one or more provisions of this Master Subordinated Deposit Agreement is or becomes invalid, illegal or unenforceable in any respect in any jurisdiction or with respect to any Party, such invalidity, illegality or unenforceability in such jurisdiction or with respect to such Party or Parties shall not, to the fullest extent permitted by applicable law, render invalid, illegal or unenforceable such provision or provisions in any other jurisdiction or with respect to any other Party or Parties hereto.

Such invalid, illegal or unenforceable provision shall be replaced by the Parties to such contract with a provision which reflects in so far as is reasonably possible the intentions of the invalid, illegal or unenforceable provision. Any fees, costs and expenses incurred by the Parties in connection with any amendment necessary or advisable pursuant to this Article shall be borne exclusively by the Subordinated Depositor.

19. AMENDMENTS

No amendment to this Master Subordinated Deposit Agreement (other than contemplated in Article 19.2 may be made without the written consent of each other Party thereto and (a) unless the Rating Agencies (i) have been informed and provided by the Joint-Lead Arrangers with all necessary details they may require in respect of such contemplated amendment and (ii) have confirmed that the contemplated amendment will not entail a downgrading or withdrawal of the current ratings of any Notes issued by the Issuers and/or, as the case may be, the senior units issued by the Fund, or that the contemplated amendment will reduce a downgrading or withdrawal which would otherwise occur, but for such amendment being made, and (b) each Issuer and each Liquidity Bank has given its prior written consent to such amendment (such consent not being unreasonably withheld or delayed).

20. LIMITED RECOURSE – NON PETITION

Each of the Subordinated Depositor, the Centralising Unit, the Calculation Agent and the Agent:

(a) irrevocably and unconditionally waives any right that it may have to initiate any proceeding whatsoever in relation to the contractual liability (responsabilité contractuelle) of the Purchaser, except in the event of gross negligence (faute lourde) or wilful misconduct (dol) of the Purchaser and agree to limit their claims and recourse against the Purchaser (including in the event of a breach by the Purchaser of any of its representations and warranties, or any of its obligations hereunder) to the amount of the Available Funds on the relevant date; and

(b) irrevocably and unconditionally undertakes and agrees not to institute any legal proceedings, take other steps or institute other proceedings against the Purchaser, the purpose of which is the appointment of a conciliator or an ad hoc agent, or the opening of

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receivership proceedings or insolvency proceedings (sauvegarde, sauvegarde accélérée, sauvegarde financière accélérée, redressement judiciaire or liquidation judiciaire) or any other similar proceedings.

21. GOVERNING LAW - JURISDICTION

21.1 This Master Subordinated Deposit Agreement shall be governed by French law.

21.2 Any dispute as to the validity, interpretation, performance or any other matter arising out of this Master Subordinated Deposit Agreement shall be subject to the jurisdiction of the competent courts of Paris (Cour d’appel de Paris).

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SCHEDULE 1

CALCULATION OF THE OVERCOLLATERALISATION RATE

CREDIT AGRICOLE LEASING & FACTORING calculates the Overcollateralisation Rate for each Funded Settlement Date applied for such Funded Settlement Date and the next Intermediary Settlement Date (if such Intermediary Settlement Date falls during a Bi-monthly Management Period) during the Replenishment Period as follows:

Criteria such as DSO, loss horizon and dilution horizon could be updated during the life time of the program, according to any change in the collecting and management procedures of the Sellers as noticed during the follow-up audits.

Overcollateralisation Rate (m) (*) = Maximum [30%- Discount Reserve Rate; Maximum [Loss Reserve (m)) + Dilution Reserve (m); Floor Reserve (m)] + YER Reserve (m) + Customer/Supplier Reserve (m)] + Exchange Rate Reserve

(*) As used herein, “m” means, with respect to any Funded Settlement Date, as the case may be, the Assessment Date related to such Funded Settlement Date or the calendar month ending on such Assessment Date and “m-X” means the Xth calendar month preceding such calendar month.

The Loss Reserve means the Loss Reserve Rate multiplied by the sum of (i) the Outstanding Amount of the Eligible Receivables and (ii) the Outstanding Amount of the Refinanced Eligible Receivables.

1. Loss Reserve Rate

- Defaulted Receivables period:	beyond 90 days past due
- Stress factor:	2,25
- Loss horizon:	5 months and 26 days X months and Y days
Loss Reserve Rate (m) =	Stress factor * Loss horizon ratio (m) * maximum within the last 12 months of the Loss ratio (m)
Loss horizon ratio (m) =	[Y/30 * Turnover (m-X) + Turnover (m-[X-1]) + Turnover (m-[X-2]) + … + Turnover (m)] / [Outstanding Amount of Sold Receivables as of the end of month m + Outstanding Amount of Refinanced Sold Receivables as of the end of month m - Outstanding Amount of Defaulted

16

	Receivables as of the end of month m - Outstanding Amount of Refinanced Defaulted Receivables as of the end of month m - Outstanding Amount of Net Miscellaneous Receivables as of the end of month m - Outstanding Amount of Refinanced Net Miscellaneous Receivables as of the end of month m]
Turnover (m) =	The aggregated gross Sold Receivables and Refinanced Sold Receivables sold during the relevant period VAT included
Loss ratio (m) =	average within the 3 last calendar months of the Defaulted ratio
Defaulted Receivables (m) =	Sold Receivables and Refinanced Sold Receivales that became Defaulted Receivables and Refinanced Defaulted Receivales during the relevant month
Defaulted ratio (m)	(Defaulted Receivables (m) + Refinanced Defaulted Receivables (m) ) / Turnover (m-[X+1])
Floor Reserve Rate (m) =	{Maximum [sum of the Receivables for Financing on the 5 Debtors Groups with the largest Receivables for Financing who are non rated or non investment grade; sum of the Receivables for Financing of the 4 Debtors Groups with the largest Receivables for Financing who are rated BB-to BB+; sum of the Receivables for Financing of the 3 Debtors Groups with the largest Receivables for Financing rated BBB-to BBB+; sum of the Receivables for Financing of the 2 Debtors Groups with the largest Receivables for Financing rated A- to A+]/[(Outstanding Amount of Eligible Receivables as of “m” + Outstanding Amount of Refinanced Eligible Receivables as of “m”]} + Expected Dilution m (ED) * Dilution Horizon Ratio m (DHR)
Receivables for Financing =	Aggregated amount of the Outstanding Amount of Eligible Receivables and Outstanding Amount of Refinanced Eligible Receivables, on the relevant Assessment Date

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Debtors Group = means a group of debtors for which a parent company owns 50% + 1% of voting rights.

2.      Dilution Reserve
- Dilution horizon:	1 month (**)
- Stress factor (SF):	2,25
Dilution reserve (m) =	[{SF * ED} + {DS - ED}*{DS/ED}] * DHR (m)
Expected Dilution (ED) =	average Dilution ratio within the last 12 months
Dilution ratio (m) =	Net Credit Notes (m) / Turnover (m-1)
Net credit notes (m) =	new Credit Notes issued during the relevant month, based on the reporting template filled monthly by each seller and the Refinanced Seller, excluding any Miscellaneous Accounting Credit Entries
Dilution Spike (DS) =	Maximum Dilution ratio within the last 12 months
Dilution horizon ratio (DHR) =	Turnover (m) / [Outstanding Amount of Sold Receivables as of the end of month m - Outstanding Amount of Defaulted Receivables as of the end of month m - Outstanding Amount of Net Miscellaneous Receivables as of the end of month m + Outstanding Amount of Refinanced Sold Receivables as of the end of month m - Outstanding Amount of Refinanced Defaulted Receivables as of the end of month m - Outstanding Amount of Refinanced Net Miscellaneous Receivables as of the end of month m]

(**) Dilution horizon is equal to the estimated average amount of time elapsed from the creation of an Eligible Receivable and a Refinanced Eligible Receivable to the issuance of a Credit Note pertaining thereto.

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3. YER Reserve

YER Reserve (m) = Maximum Consolidated YER⁽¹⁾ (m) / [Outstanding Amount of Sold Receivables as of the end of month m - Outstanding Amount of Defaulted Receivables as of the end of month m - Outstanding Amount of Net Miscellaneous Receivables as of the end of month m + Outstanding Amount of Refinanced Sold Receivables as of the end of month m - Outstanding Amount of Refinanced Defaulted Receivables as of the end of month m - Outstanding Amount of Refinanced Net Miscellaneous Receivables as of the end of month m]

⁽¹⁾  Consolidated YER declared in the Assessment Report

4. Customer / Supplier Reserve

Customer / Supplier Reserve (m) = Customer - Suppliers outstanding⁽²⁾ (m) / [Outstanding Amount of Sold Receivables as of the end of month m - Outstanding Amount of Defaulted Receivables as of the end of month m - Outstanding Amount of Net Miscellaneous Receivables as of the end of month m + Outstanding Amount of Refinanced Sold Receivables as of the end of month m - Outstanding Amount of Refinanced Defaulted Receivables as of the end of month m - Outstanding Amount of Refinanced Net Miscellaneous Receivables as of the end of month m]

⁽²⁾  Customer- Suppliers outstanding such as declared in the Assessment Report

5. Discount reserve rate

Discount reserve rate = Discount Reserve ⁽¹⁾ / [Outstanding Amount of Sold Receivables on such Settlement Date ⁽²⁾ – Outstanding Amount of Defaulted Receivables on such Settlement Date ⁽³⁾ - Outstanding Amount of Net Miscellaneous Receivables on such Settlement Date + Outstanding Amount of Refinanced Sold Receivables as of the end of month m - Outstanding Amount of Refinanced Defaulted Receivables as of the end of month m - Outstanding Amount of Refinanced Net Miscellaneous Receivables as of the end of month m]

With:

⁽¹⁾ The Discount Reserve is defined in schedule 1 of the General Master Purchase Agreement.

⁽²⁾ Taking into account Purchasable Receivables to be purchased on such Settlement Date

⁽³⁾ Excluding any such receivables that, after becoming Doubtful Receivables, have been repurchased.

6. Exchange Rate Reserve

Exchange Rate Reserve = Exchange Rate Probability * [Outstanding Amount of Sold Receivables in GBP on such Settlement Date / Outstanding Amount of Sold Receivables on such Settlement Date + Outstanding Amount of Refinanced Sold Receivables on such Settlement Date]

Exchange Rate Probability = mean + 2 * standard deviation

The mean and the standard deviation are calculated on the historical 15-day % of change over the last 5 years of the GBP vs Euro currency rate, following a lognormal statistic rule.

The Exchange Rate Probability shall be updated semi annually by the Agent, based on the information received from the Calculation Agent.

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SCHEDULE 2

CALCULATION OF THE SUBORDINATED DEPOSIT

On each Settlement Date during the Replenishment Period:

Subordinated Deposit =	Overcollateralisation Rate, * [Outstanding Amount of Sold Receivables on such Settlement Date (1) + Outstanding Amount of Refinanced Sold Receivables on such Settlement Date – Outstanding Amount of Defaulted Receivables on such Settlement Date (2) - Outstanding Amount of Refinanced Defaulted Receivables on such Settlement Date - Outstanding Amount of Net Miscellaneous Receivables on such Settlement Date - Outstanding Amount of Refinanced Net Miscellaneous Receivables on such Settlement Date];
+	Outstanding Amount of Defaulted Receivables on such Settlement Date (2)
+	Outstanding Amount of Refinanced Defaulted Receivables on such Settlement Date(2)
+	Outstanding Amount of Net Miscellaneous Receivables (3) on such Settlement Date
+	Outstanding Amount of Refinanced Net Miscellaneous Receivables (3) on such Settlement Date.

⁽¹⁾ Taking into account Refinanced Purchasable Receivables and Purchasable Receivables to be purchased on such Settlement Date.

⁽²⁾ Excluding any such receivables that, after becoming Doubtful Receivables or Refinanced Doubtful Receivables, have been repurchased.

⁽³⁾  As long as the sum of the Outstanding Amount of Net Miscellaneous Receivables and the Outstanding Amount of Refinanced Net Miscellaneous Receivables is positive.

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SCHEDULE 3

CALCULATION OF THE SUBORDINATED DEPOSIT FEE

On each Funded Settlement Date, during the Replenishment Period, the Subordinated Deposit Fee due and payable shall be equal to the sum of:

the Subordinated Deposit Fee Component calculated on the Calculation Date preceding such Funded Settlement Date and the Subordinated Deposit Fee Component calculated on the Calculation Date preceding the last Funded Settlement Date in accordance with schedule 16C of the General Master Purchase Agreement.

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EX-10

Exhibit 10.3

Execution version

GOODYEAR

MASTER COMPLEMENTARY DEPOSIT AGREEMENT

DATED 23 JULY 2008, AS LAST AMENDED AND RESTATED ON

25 SEPTEMBER 2014

between

CREDIT AGRICOLE LEASING & FACTORING

as Agent

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as the Calculation Agent

ESTER FINANCE TITRISATION

as Purchaser

DUNLOP TYRES LTD

as Complementary Depositor and Centralising Unit

CMS Bureau Francis Lefebvre

Avocats au Barreau des Hauts de Seine

1-3, villa Emile Bergerat

92522 Neuilly-sur-Seine Cedex, France

T +33 1 47 38 55 00

info@cms-bfl.com

TABLE OF CONTENTS

CLAUSE		PAGE
CHAPTER I INTERPRETATION			5
1.	DEFINITIONS		5
2.	INTERPRETATION		5
CHAPTER II AMOUNT - PURPOSE - DURATION			6
3.	PURPOSE OF THIS AGREEMENT		6
4.	DURATION OF THE AGREEMENT		6
CHAPTER III AMOUNT OF THE COMPLEMENTARY DEPOSIT			7
5.	AMOUNT OF THE COMPLEMENTARY DEPOSIT		7
6.	COMPLEMENTARY DEPOSIT FEE - NO INTEREST		8
CHAPTER IV REPAYMENT - PAYMENTS			9
7.	REPAYMENT		9
8.	PAYMENTS		10
CHAPTER V GENERAL PROVISIONS			10
9.	REPRESENTATIONS AND WARRANTIES - UNDERTAKINGS		10
CHAPTER VI CASH COLLATERAL			11
10.	APPLICATION OF THE COMPLEMENTARY DEPOSIT AS CASH COLLATERAL FOR THE BENEFIT OF THE PURCHASER		11
CHAPTER VII MISCELLANEOUS			12
11.	FEES AND EXPENSES		12
12.	SUBSTITUTION AND AGENCY		12
13.	CONFIDENTIALITY		13
14.	TRANSFERABILITY OF THIS AGREEMENT		13
15.	NOTICES		13
16.	EXERCISE OF RIGHTS		13
17.	INDIVISIBILITY		14
18.	PARTIAL INVALIDITY		14
19.	AMENDMENTS		14
20.	LIMITED RECOURSE – NON PETITION		14
21.	GOVERNING LAW - JURISDICTION		15
SCHEDULE		PAGE
SCHEDULE 1 CALCULATION OF THE AMOUNT OF THE COMPLEMENTARY DEPOSIT			16
SCHEDULE 2 CALCULATION OF THE OF THE COMPLEMENTARY DEPOSIT FEE			22

2

THIS MASTER COMPLEMENTARY DEPOSIT AGREEMENT IS ENTERED INTO BETWEEN:

(1) CREDIT AGRICOLE LEASING & FACTORING, a company incorporated under French law and authorised as a financing company (société de financement), having its registered office at 12, place des Etats-Unis – CS 20001, 92548 Montrouge Cedex, France, registered with the trade and companies registry (Registre du commerce et des sociétés) of Nanterre under the number 692 029 457, whose representative is duly authorised for the purpose of this Agreement (the “Agent) (succeeding Eurofactor as a consequence of the merger and absorption of Eurofactor into Crédit Agricole Leasing & Factoring on 31 December 2013);

(2) CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, a company incorporated under French law and authorised as a credit institution (établissement de crédit), having its registered office at 9 quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France, registered with the trade and companies registry (Registre du commerce et des sociétés) of Nanterre under the number 304 187 701, whose representatives are duly authorised for the purpose of this Agreement (the “Calculation Agent”);

(3) ESTER FINANCE TITRISATION, a company incorporated under French law and authorised as a specialized credit institution (établissement de crédit spécialisé), having its registered office at 9 quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France, registered with the trade and companies registry (Registre du commerce et des sociétés) of Nanterre under the number 414 886 226, whose representative is duly authorised for the purpose of this Agreement (“Ester Finance Titrisation” or the “Purchaser”); and

(4) DUNLOP TYRES LTD., a company incorporated under the laws of England and Wales with company number 1792065 whose registered office is situated at Tyrefort, 88-98 Wingfoot Way, Birmingham B24 9HY, whose representative is duly authorised for the purpose of this Agreement (the “Centralising Unit” or the “Complementary Depositor”).

WHEREAS:

(A) Goodyear Dunlop Tires France S.A. (the “French Seller”), Goodyear Dunlop Tires Germany GmbH (the “German Seller”), Goodyear Dunlop Tires Italia SPA (the “Italian Seller”), Goodyear Dunlop Tires España S.A. (the “Spanish Seller”) and Goodyear Dunlop Tyres UK LTD (the “UK Seller”) are in the business of manufacturing and/or supplying tyres and activities related thereto, and hold receivables against certain customers originated in the ordinary course of their business.

(B) In order to provide financing to certain European subsidiaries of Goodyear, Crédit Agricole Corporate and Investment Bank and Natixis have set up a securitisation transaction by way of the sale, on an ongoing basis, of certain trade receivables resulting from the ordinary business of the Sellers in Belgium, France, Germany, Italy, Spain and United Kingdom (the “Securitisation Transaction”).

(C) Pursuant to the Securitisation Transaction and with respect to (i) the French Seller, the Spanish Seller and the UK Seller, existing and future domestic trade receivables will be purchased by the Purchaser from those Sellers on an ongoing basis and in accordance with receivables purchase agreements governed by French law, in respect of the French Seller and the Spanish Seller, and

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English law, in respect of the UK Seller, and (ii) the German Seller, existing and future domestic and cross-border trade receivables will be purchased by the Purchaser from the German Seller on an on-going basis and in accordance with the law governing such receivables as set forth in a receivables purchase agreement (entered into, inter alios, between the German Seller, the Centralising Unit and the Purchaser (together, the “Receivables Purchase Agreements”)).

(D) The Purchaser shall fund the acquisition of Ongoing Purchasable Receivables, Remaining Purchasable Receivables, Refinanced Ongoing Purchasable Receivables and Refinanced Remaining Purchasable Receivables:

(i) partly out of a senior deposit (the “Senior Deposit”) effected by the Depositor with the Purchaser in accordance with a master senior deposit agreement (the “Master Senior Deposit Agreement”); and

(ii) partly by way of set-off against any amount due and payable by the Centralising Unit to the Purchaser in connection with (a) a subordinated deposit (the “Subordinated Deposit”) to be effected by the Centralising Unit with the Purchaser in accordance with the terms and conditions of a master subordinated deposit agreement (the “Master Subordinated Deposit Agreement”) and (b) a complementary deposit (the “Complementary Deposit”) to be effected by the Centralising Unit with the Purchaser in accordance with the terms and conditions of the present master complementary deposit agreement (the “Master Complementary Deposit Agreement”).

(E) The Purchaser and the Complementary Depositor are willing to define the terms and conditions according to which the Complementary Deposit shall be made by the Complementary Depositor with the Purchaser and shall be pledged as cash collateral (affecté à titre de gage-espèces) in favour of the Purchaser and have agreed to enter into this agreement under the terms and subject to the conditions set forth hereunder.

IT IS AGREED AS FOLLOWS:

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CHAPTER I

INTERPRETATION

1. DEFINITIONS

Capitalised terms and expressions used in this Master Complementary Deposit Agreement shall have the same meaning as ascribed to such terms and expressions in the glossary set out in schedule 1 to the general master purchase agreement in relation to the securitisation of trade receivables of certain subsidiaries of the Goodyear group dated 10 December 2004 as last amended and restated on 25 September 2014, inter alia, Ester Finance Titrisation, Crédit Agricole Leasing & Factoring, Crédit Agricole Corporate and Investment Bank, Natixis, Dunlop Tyres Ltd and the sellers listed therein (the “General Master Purchase Agreement”).

2. INTERPRETATION

The titles of the Chapters, Articles (including their paragraphs) and Schedules used herein and the table of contents are for convenience of reference only, and shall not be used to interpret this Master Complementary Deposit Agreement.

In this Master Complementary Deposit Agreement, except if the context calls for another interpretation:

(i) references to “Chapters”, “Articles” and “Schedules” shall be construed as references to the chapters, articles and schedules of this Master Complementary Deposit Agreement and references to this Master Complementary Deposit Agreement include its schedules;

(ii) headings are for convenience of reference only and shall not affect the interpretation of this Master Complementary Deposit Agreement;

(iii) words in the plural shall cover the singular and vice versa;

(iv) references to the time of the day shall refer to Paris time, unless otherwise stipulated;

(v) words appearing in this Master Complementary Deposit Agreement in a language other than English shall have the meaning ascribed to them under the law of the corresponding jurisdiction and such meaning shall prevail over their translation into English, if any;

(vi) references to a person shall include its permitted assignees, transferees and successors;

(vii) references to a document shall mean such document, as amended, replaced by novation or varied from time to time;

(viii) references to any Securitisation Document shall be construed to mean such securitisation document, as amended and restated until the date hereof and as may be amended and supplemented from time to time thereafter; and

(ix) references to the “Parties” shall be construed as references to the parties to this Master Complementary Deposit Agreement, and a “Party” shall mean any of the Parties.

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CHAPTER II

AMOUNT - PURPOSE - DURATION

3. PURPOSE OF THIS AGREEMENT

3.1 The Complementary Depositor shall make a Complementary Deposit with the Purchaser in accordance with the terms of this Master Complementary Deposit Agreement.

3.2 The Complementary Deposit made by the Complementary Depositor under this Master Complementary Deposit Agreement shall be applied and pledged as cash collateral (affecté à titre de gage-espèces) in favour of the Purchaser in accordance with and subject to the provisions of Article 10.

All repayments of principal to be made by the Purchaser to the Complementary Depositor in respect of the Complementary Deposit shall be made up to the amount and to the extent of the sums received by the Purchaser in respect of the Sold Receivables and Refinanced Sold Receivables in the manner described in Article 7. During the Amortisation Period, such repayments under the Complementary Deposit shall be subject to the order of priority of payments provided for under article 16 (Order of Priority during the Amortisation Period) of the General Master Purchase Agreement.

The Complementary Depositor agrees that, for the purposes of repayment of the Complementary Deposit or payment of any sums otherwise due under this Master Subordinated Deposit Agreement, it will look solely to the amount of the sums received by the Purchaser under the General Master Purchase Agreement in respect of the Sold Receivables and under the Refinanced Receivables Purchase Agreement until the Program Expiry Date and that the Complementary Depositor shall not, in such capacity, otherwise take or pursue any judicial or other proceedings, or exercise any right or remedy that it might otherwise have, against the Purchaser or the Purchaser’s assets save to the extent required for the recovery of such sums.

4. DURATION OF THE AGREEMENT

4.1 This Agreement shall take effect on the date the amendment and restatement no. 5 to the General Master Purchase Agreement enters into force and shall end on the Program Expiry Date.

4.2 The Complementary Deposit shall be repaid in the manner described in Article 7.

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CHAPTER III

AMOUNT OF THE COMPLEMENTARY DEPOSIT

5. AMOUNT OF THE COMPLEMENTARY DEPOSIT

5.1 Amount of the Complementary Deposit

The Complementary Depositor shall make a Complementary Deposit with the Purchaser in accordance with the terms and conditions of this Master Complementary Deposit Agreement and within the limit of the Maximum Amount of the Complementary Deposit.

The Maximum Amount of the Complementary Deposit shall be automatically increased upon receipt by the Purchaser, the Calculation Agent and the Agent of any written request from the Centralising Unit provided that:

(i) such request is received by the Purchaser, the Calculation Agent and the Agent during the Replenishment Period;

(ii) such request is made no later than the Calculation Date preceding the third Funded Settlement Date (or the sixth Settlement Date if such dates are within a Bi-monthly Management Period) following the Reference Funded Settlement Date referred to in article 13.3 (xix) of the General Master Purchase Agreement;

(iii) such request indicates the amount of the new Maximum Amount of Complementary Deposit (the “New Maximum Amount of Complementary Deposit”); and

(iv) such New Maximum Amount of Complementary Deposit is limited to the amount notified by the Agent to the Centralising Unit pursuant to article 13.3 (xix) of the General Master Purchaser Agreement, rounded up to the nearest whole multiple of € 1,000,000.

The amount of the Complementary Deposit shall, at all times during the Replenishment Period, be calculated in accordance with the provisions of SCHEDULE 1.

During the Amortisation Period, the Complementary Deposit, as calculated as of the last Settlement Date of the Replenishment Period, shall be repaid until the Program Expiry Date, after full repayment of the Senior Deposit, subject to the order of priority set forth in Article 7.

The amount of the Complementary Deposit shall be calculated by the Agent on each Calculation Date.

5.2 Calculation and setting up of the Complementary Deposit

5.2.1 Calculation

(a) At the latest on the Calculation Date preceding the Settlement Date of 30 July 2008, the Agent shall calculate, in accordance with the provisions of SCHEDULE 1, and notify forthwith to the Purchaser and the Complementary Depositor the amount of the Complementary Deposit to be made on the Settlement Date of 30 July 2008, together with the details of such calculation.

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(b) On any subsequent Calculation Date during the Replenishment Period, the Agent shall calculate, in accordance with the provisions of SCHEDULE 1, and notify forthwith to the Purchaser and the Complementary Depositor (i) the amount of the Complementary Deposit on the Settlement Date following such Calculation Date, and (ii) the amount of the Complementary Deposit on the preceding Settlement Date, together with the details of such calculation.

If the amount of the Complementary Deposit on the Settlement Date following such Calculation Date is higher than the amount of the Complementary Deposit on the Settlement Date preceding such Calculation Date, the Complementary Deposit shall be increased by the Euro amount of the difference (the “Increase in the Complementary Deposit”).

If the amount of the Complementary Deposit on the Settlement Date following such Calculation Date is lower than the amount of the Complementary Deposit on the Settlement Date preceding such Calculation Date, the Complementary Deposit shall be reduced by the Euro amount of the difference (the “Reduction of the Complementary Deposit”).

For the avoidance of doubt, any reference to the Complementary Deposit in the Transaction Documents shall be to the Complementary Deposit as it may be increased or reduced in accordance with this Article 5.2.1.

5.2.2 Setting up of the Complementary Deposit

(a) On the Settlement Date of 30 July 2008, before 9.00 a.m. (Paris time), the Complementary Deposit shall be made in Euro by the Complementary Depositor with the Purchaser, for the amount calculated in accordance with Article 5.2.1 (a) and the terms and conditions of the amendment to the General Master Purchase Agreement entered into on 23 July 2008.

(b) On each Settlement Date following the Settlement Date of 30 July 2008, during the Replenishment Period, before 9.00 a.m. (Paris time):

(i) the Complementary Depositor shall make a deposit in respect of the Complementary Deposit in Euro with the Purchaser for an amount corresponding to any Increase in the Complementary Deposit, as calculated in accordance with Article 5.2.1(b); or

(ii) the Purchaser shall repay a portion of the Complementary Deposit to the Complementary Depositor for an amount corresponding to any Reduction of the Complementary Deposit, as calculated in accordance with Article 5.2.1(b), subject to the provisions of Article 7.

The payments to be made pursuant to (a) and (b) above shall be effected in accordance with and subject to the provisions of article 6.4 (Entry on Current Account) of the General Master Purchase Agreement.

6. COMPLEMENTARY DEPOSIT FEE - NO INTEREST

6.1 During the Replenishment Period only, the Purchaser shall pay a Complementary Deposit Fee to the Complementary Depositor on a monthly basis, as remuneration for its undertaking to make

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the Complementary Deposit pursuant to the terms and conditions of this Master Complementary Deposit Agreement. The amount of the Complementary Deposit Fee shall be calculated in accordance with SCHEDULE 2. The Complementary Deposit Fee shall be paid in arrears on each Funded Settlement Date (as from 30 July 2008).

The payment of each Complementary Deposit Fee shall be effected in accordance with and subject to the provisions of article 6.4 (Entry on Current Account) of the General Master Purchase Agreement.

6.2 The Purchaser and the Complementary Depositor hereby expressly agree that the Complementary Deposit shall not bear interest.

The Complementary Depositor acknowledges that it has entered into intercompany arrangements with the Sellers inter alia (the “Intercompany Arrangements”) pursuant to which the Complementary Depositor will receive from each Seller any necessary consideration for the making of the Complementary Deposit and will be indemnified in an appropriate manner by each Seller in accordance with its corporate interest and in respect of the losses incurred by the Complementary Depositor as a result of the Complementary Deposit made under this Master Complementary Deposit Agreement.

CHAPTER IV

REPAYMENT - PAYMENTS

7. REPAYMENT

7.1 Principle

The repayment of the Complementary Deposit, which shall be carried out until the Program Expiry Date, shall always be subject to (i) the provisions of Article 3.2 above and (ii) the order of priority of payments set forth under Article 7.2.

7.2 Repayment of the Complementary Deposit

7.2.1 On each Settlement Date during the Replenishment Period, the Purchaser shall repay, if applicable, the Complementary Deposit to the Complementary Depositor, for an amount equal to any Reduction of the Complementary Deposit as calculated under Article 5.2.1.

7.2.2 On each Settlement Date during the Amortisation Period, and until the Program Expiry Date, the Purchaser shall repay the Complementary Deposit to the Complementary Depositor, for an amount resulting from the allocations set out in article 16 (Order of Priority during the Amortisation Period) of the General Master Purchase Agreement.

Such repayment shall be effected by means of the Distributed Amounts received by the Purchaser under the Sold Receivables and the Refinanced Sold Receivables until the Program Expiry Date and in accordance with the order of priority of payments as described in article 16 (Order of Priority during the Amortisation Period) of the General Master Purchase Agreement.

In the event that, on the Program Expiry Date, the Distributed Amounts do not permit the repayment in full of any outstanding amount remaining unpaid under the Senior Deposit and

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under the Complementary Deposit, then, the Purchaser shall be irrevocably released from any repayment obligations hereunder.

7.3 In the event that during the Amortisation Period, the Centralising Unit, acting in the name and on behalf of the Sellers, repurchases all outstanding Sold Receivables from the Purchaser in accordance with article 4.3 of the General Master Purchase Agreement, the purchase price of such Sold Receivables shall be applied by the Purchaser to the repayment of the Complementary Deposit in accordance with the order provided for under article 16 (Order of Priority during the Amortisation Period) of the General Master Purchase Agreement.

8. PAYMENTS

8.1 All payments to be made in accordance with this Master Complementary Deposit Agreement shall be made in Euro.

8.2 All repayments of principal and all payments falling due on a day which is not a Business Day shall instead fall due on the following Business Day.

8.3 At any time, until the Program Expiry Date, subject to article 6 (Current Account) of the General Master Purchase Agreement, the Purchaser shall be entitled to set-off (i) any amount due and payable by the Purchaser to the Complementary Depositor in respect of the Complementary Deposit and (ii) any amount due and payable by the Complementary Depositor to the Purchaser under this Agreement or any of the Transaction Documents.

CHAPTER V

GENERAL PROVISIONS

9. REPRESENTATIONS AND WARRANTIES - UNDERTAKINGS

The Complementary Depositor hereby represents and warrants to the Purchaser, as follows:

(a) it is a limited liability company duly incorporated and validly existing under the laws of England and Wales and has the capacity (i) to carry on its business, as currently conducted, and to own all of the assets appearing on its balance sheet, except where not having such capacity would not be reasonably likely to result in a Material Adverse Effect, and (ii) to enter into and perform its obligations under this Master Complementary Deposit Agreement;

(b) the execution of this Master Complementary Deposit Agreement does not require any authorisation with respect to the Complementary Depositor that has not already been obtained and communicated to the Purchaser, unless in the case of any Governmental Authorisation, the failure to obtain such authorisation would not be reasonably likely to result in a Material Adverse Effect;

(c) the execution of this Master Complementary Deposit Agreement and the performance of the obligations under this Master Complementary Deposit Agreement do not contravene any of the provisions of the Complementary Depositor’s articles and memorandum of association, agreements or undertakings to which it is a party or by which it is bound, and

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do not in any manner contravene the statutes and regulations applicable to it, except in each case, to the extent that no Material Adverse Effect would result from such breach;

(d) the obligations arising out of this Master Complementary Deposit Agreement are binding on the Complementary Depositor and enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium and other laws affecting creditors’ rights generally;

(e) in the event that, in accordance with the provisions of this Master Complementary Deposit Agreement and the General Master Purchase Agreement, the Complementary Deposit is not repaid in full on the Program Expiry Date, the Complementary Depositor shall incur any losses out of its own business, and the Purchaser shall not be liable, in any manner whatsoever, in this respect (except, as the case may be, as provided in article 4.2(b) of the General Master Purchase Agreement); and

(f) the constitution of the Complementary Deposit as cash collateral (affectation à titre de gage espèces) in favour of the Purchaser, as set forth in Article 10 below, complies with the Complementary Depositor’s corporate interest and does not exceed its financial capabilities ; the Complementary Depositor has entered into Intercompany Arrangements with the Sellers and GOODYEAR DUNLOP TIRES EUROPE B.V., pursuant to which the Complementary Depositor shall receive from each Seller any necessary consideration for making the Complementary Deposit and shall be indemnified as is appropriate by each Seller and GOODYEAR DUNLOP TIRES EUROPE B.V. in respect of any losses incurred by the Complementary Depositor as a result of the Complementary Deposit made under this Master Complementary Deposit Agreement.

CHAPTER VI

CASH COLLATERAL

10. APPLICATION OF THE COMPLEMENTARY DEPOSIT AS CASH COLLATERAL FOR THE BENEFIT OF THE PURCHASER

10.1 The Complementary Depositor hereby irrevocably agrees that the Complementary Deposit made under this Master Complementary Deposit Agreement shall, by virtue of this Article, be pledged and consequently applied as cash collateral (affecté à titre de gage-espèces) by the Complementary Depositor in favour of the Purchaser until the Program Expiry Date, to secure the payment of (i) any sum due to the Purchaser in respect of the Sold Receivables and Refinanced Sold Receivables, and (ii) any sum due to the Purchaser by any Seller, the Refinanced Seller or the Centralising Unit pursuant to the Transaction Documents; provided that no party shall be entitled to receive, as a result of such pledge, any amounts in addition to those that they are entitled to receive pursuant to article 16 (Order of Priority during the Amortisation Period) of the General Master Purchase Agreement.

The Complementary Depositor expressly exempts the Purchaser from the obligation to keep the Complementary Deposit granted as cash collateral segregated from any other sums or any cash which belong(s) to the Purchaser.

The Complementary Depositor hereby irrevocably agrees that the pledge and application of the Complementary Deposit as cash collateral (affectation du dépôt complémentaire à titre de gage-

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espèces) in favour of the Purchaser shall transfer to the Purchaser the ownership of the sums received under the Complementary Deposit.

10.2 The cash collateral (gage-espèces) shall be deemed created and effective as of the date on which the Complementary Deposit is made with the Purchaser.

10.3 The obligation of the Purchaser to transfer back to the Complementary Depositor the Complementary Deposit (créance en restitution) shall automatically be reduced by any principal amount paid by the Purchaser to the Complementary Depositor in relation to the Complementary Deposit in accordance with Article 7 above.

10.4 The Complementary Depositor acknowledges that in accordance with the security referred to above, during the Amortisation Period, it may not in any case nor at any moment claim repayment of the Complementary Deposit other than within the limit of the Distributed Amounts received by the Purchaser, which are available for the application to the Complementary Depositor, in accordance with Article 7.

CHAPTER VII

MISCELLANEOUS

11. FEES AND EXPENSES

The Complementary Depositor, in the name and on behalf of the Sellers, shall bear, in particular, any costs and expenses incurred by ESTER FINANCE, in accordance with article 29 (Fees and expenses) of the General Master Purchase Agreement.

12. SUBSTITUTION AND AGENCY

Each Party shall have the right to be assisted by, to appoint or to substitute for itself one or more third parties in the performance of certain tasks provided that:

(a) such Party has given prior written notice of the exercise of that right to the other Parties;

(b) such Party remains liable to the other Parties for the proper performance of those tasks and the relevant third party/parties has or have expressly renounced any right to any contractual claim against the other Parties;

(c) the relevant third party/parties undertake(s) to comply with all obligations binding upon such Party under this Master Complementary Deposit Agreement; and

(d) the substitution, assistance or agency shall not entail an increase in the costs incurred by the other Parties.

The Parties acknowledge however that, in order to avoid doubt, this Article shall not apply to the Complementary Depositor in respect of the making of the Complementary Deposit.

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13. CONFIDENTIALITY

For the purposes to this Master Complementary Deposit Agreement, the Parties agree to be bound by the provisions relating to confidentiality as provided for under article 31 (Confidentiality) of the General Master Purchase Agreement.

14. TRANSFERABILITY OF THIS AGREEMENT

Except to the extent authorised in Article 12, this Master Complementary Deposit Agreement is concluded on the intuitu personae of the Parties to this Master Complementary Deposit Agreement. Therefore, none of the Parties may transfer this Master Complementary Deposit Agreement, or its rights and/or obligations hereunder, to any third party whatsoever, without the prior written consent of the other Parties.

15. NOTICES

15.1 Except as otherwise set forth in the Transaction Documents, all notices, requests or communications which must or may be made pursuant to this Master Complementary Deposit Agreement shall be by way of writing, mail or fax.

15.2 All notices, requests or communications to be made and all documents to be delivered from one Party to the other Party under the Master Complementary Deposit Agreement shall be made and delivered to the addressees referred to in schedule 6 (List of Adressees) to the General Master Purchase Agreement.

15.3 All notices, requests or communications made and all documents delivered under the Master Complementary Deposit Agreement shall only take effect upon the date of their receipt by its addressee.

15.4 Each of the Parties may at any time modify the addressee of the notices, requests or communications to be made and the documents to be delivered to it under the Master Complementary Deposit Agreement by sending to that effect a letter or fax to the other Party indicating the name of the new addressee.

15.5 The Parties agree that the Centralising Unit shall be responsible for receiving written notice on behalf of the Sellers, and that any notice given by the Purchaser to the Sellers and delivered to the Centralising Unit shall be deemed validly received by all of the Sellers upon receipt by the Centralising Unit.

16. EXERCISE OF RIGHTS

16.1 All rights conferred on the Purchaser or the Complementary Depositor under this Master Complementary Deposit Agreement or by any other document delivered pursuant to or incidental to this Master Complementary Deposit Agreement or any Transaction Document, including rights conferred by law, shall be cumulative and may be exercised at any time.

16.2 The fact that the Purchaser or the Complementary Depositor does not exercise a right or delays in doing so shall in no way be construed as a waiver of that right. The exercise of any right or a

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partial exercise of such a right shall not prevent the Purchaser or the Complementary Depositor from exercising such a right again in the future, or from exercising any other right.

17. INDIVISIBILITY

Each Party acknowledges that the General Master Purchase Agreement, the Master Subordinated Deposit Agreement and the Master Complementary Deposit Agreement shall form a single set of contractual rights and obligations and that, if the General Master Purchase Agreement, or the Master Subordinated Deposit Agreement becomes void or ceases to be effective and enforceable for any reason whatsoever, this Master Complementary Deposit Agreement shall also become void or cease to be effective and enforceable accordingly. Any payment already made by the Centralising Unit acting in the name and on behalf of the Sellers or on its own behalf to the Purchaser under this Master Complementary Deposit Agreement, the General Master Purchase Agreement, the Receivables Purchase Agreements and the Master Subordinated Deposit Agreement shall not be affected by such a nullity, ineffectiveness or unenforceability.

18. PARTIAL INVALIDITY

If one or more provisions of this Master Complementary Deposit Agreement is or becomes invalid, illegal or unenforceable in any respect in any jurisdiction or with respect to any Party, such invalidity, illegality or unenforceability in such jurisdiction or with respect to such Party or Parties shall not, to the extent permitted by applicable law, render invalid, illegal or unenforceable such provision or provisions in any other jurisdiction or with respect to any other Party or Parties hereto.

Such invalid, illegal or unenforceable provision shall be replaced by the Parties to such contract with a provision which reflects in so far as is reasonably possible the intentions of the invalid, illegal or unenforceable provision. Any fees, costs and expenses incurred by the Parties in connection with any amendment necessary or advisable pursuant to this Article shall be borne exclusively by the Complementary Depositor.

19. AMENDMENTS

No amendment to this Master Complementary Deposit Agreement may be made without the written consent of each other Party thereto and (a) unless the Rating Agencies (i) have been informed and provided by the Arranger with all necessary details they may require in respect of such contemplated amendment and (ii) have confirmed that the contemplated amendment will not entail a downgrading or withdrawal of the current ratings of any Notes issued by the Issuers and/or, as the case may be, the senior units issued by the Fund, or that the contemplated amendment will reduce a downgrading or withdrawal which would otherwise occur, but for such amendment being made, and (b) each Issuer and each Liquidity Bank has given its prior written consent to such amendment (such consent not being unreasonably withheld or delayed).

20. LIMITED RECOURSE – NON PETITION

Each of the Complementary Depositor, the Centralising Unit, the Calculation Agent and the Agent:

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(a) irrevocably and unconditionally waives any right that it may have to initiate any proceeding whatsoever in relation to the contractual liability (responsabilité contractuelle) of the Purchaser, except in the event of gross negligence (faute lourde) or wilful misconduct (dol) of the Purchaser and agree to limit their claims and recourse against the Purchaser (including in the event of a breach by the Purchaser of any of its representations and warranties, or any of its obligations hereunder) to the amount of the Available Funds on the relevant date; and

(b) irrevocably and unconditionally undertakes and agrees not to institute any legal proceedings, take other steps or institute other proceedings against the Purchaser, the purpose of which is the appointment of a conciliator or an ad hoc agent, or the opening of receivership proceedings or insolvency proceedings (sauvegarde, sauvegarde accélérée, sauvegarde financière accélérée, redressement judiciaire or liquidation judiciaire) or any other similar proceedings.

21. GOVERNING LAW - JURISDICTION

21.1 This Master Complementary Deposit Agreement shall be governed by French law.

21.2 Any dispute as to the validity, interpretation, performance or any other matter arising out of this Master Complementary Deposit Agreement shall be subject to the jurisdiction of the competent courts of Paris (Cour d’appel de Paris).

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SCHEDULE 1

CALCULATION OF THE AMOUNT OF THE COMPLEMENTARY DEPOSIT

1. DURING THE REPLENISHMENT PERIOD, UNLESS AN EARLY AMORTISATION EVENT DESCRIBED IN ARTICLE 13.3. OF THE GENERAL MASTER PURCHASE AGREEMENT HAS OCCURRED AND A PROCEDURE OF SEPARATION OF FLOWS UNDER THE COLLECTION ACCOUNT AGREEMENTS HAS BEEN IMPLEMENTED

1.1 Amount of the Complementary Deposit on the Initial Settlement Date

Complementary Deposit =	Outstanding Amount of Sold Receivables;
	+	Outstanding Amount of Refinanced Sold Receivables
	-	Subordinated Deposit;
	-	Senior Deposit;
	-	Adjusted Collections calculated as of such date
within the limit of the Maximum Amount of Complementary Deposit.
1.2        Outside of a Bi-monthly Management Period
Complementary Deposit =	Complementary Deposit as of the preceding Settlement Date
	+	Initial Purchase Price of Remaining Purchasable Receivables to be paid on such Funded Settlement Date;
	+	Initial Purchase Price of Originated Ongoing Purchasable Receivables (other than Originated Ongoing Purchasable Receivables which transfer to the Purchaser is rescinded on such Funded Settlement Date) (i) paid during the preceding Monthly Reference Period by compensation with Collections for Set-off and (ii) to be paid on such Funded Settlement Date;
	+	Initial Purchase Price of Refinanced Remaining Purchasable Receivables to be paid on such Funded Settlement Date;
	+	Initial Purchase Price of Originated Refinanced Ongoing Purchasable Receivables paid during the preceding Monthly Reference Period by compensation with Collections for Set-off;
	-	Adjusted Collections calculated as of such Funded Settlement Date;
	-	Refinanced Adjusted Collections calculated as of such Funded Settlement Date;
	-	Amount of the Subordinated Deposit on such Funded Settlement Date minus the amount of the Subordinated Deposit on the preceding Settlement Date;

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-	Amount of the Senior Deposit on such Funded Settlement Date minus the amount of the Senior Deposit on the preceding Settlement Date;
+	Deferred Purchase Price calculated as of such Funded Settlement Date
+	Refinanced Deferred Purchase Price calculated as of such Funded Settlement Date
+	Subordinated Deposit Fee calculated as of such Funded Settlement Date
+	Complementary Deposit Fee calculated as of such Funded Settlement Date

within the limit of the Maximum Amount of Complementary Deposit.

1.3 During a Bi-monthly Management Period

1.3.1 Amount of the Complementary Deposit on each Funded Settlement Date

Complementary Deposit =	Complementary Deposit as of the preceding Settlement Date
	+	Initial Purchase Price of Remaining Purchasable Receivables to be paid on such Funded Settlement Date;
	+	Initial Purchase Price of Originated Ongoing Purchasable Receivables (other than Originated Ongoing Purchasable Receivables which transfer to the Purchaser is rescinded on such Funded Settlement Date) (i) paid during the preceding Funded Settlement Date Reference Period by compensation with Collections for Set-off and (ii) to be paid on such Funded Settlement Date;
	+	Initial Purchase Price of Refinanced Remaining Purchasable Receivables to be paid on such Funded Settlement Date;
	+	Initial Purchase Price of Originated Refinanced Ongoing Purchasable Receivables paid during the preceding Funded Settlement Date Reference Period by compensation with Collections for Set-off;
	-	Adjusted Collections calculated as of such Funded Settlement Date;
	-	Refinanced Adjusted Collections calculated as of such Funded Settlement Date;
	-	Amount of the Subordinated Deposit on such Funded Settlement Date minus the amount of the Subordinated Deposit on the preceding Settlement Date;
	-	Amount of the Senior Deposit on such Funded Settlement Date minus the amount of the Senior Deposit on the preceding Settlement Date;

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+	Deferred Purchase Price calculated as of such Funded Settlement Date
+	Refinanced Deferred Purchase Price calculated as of such Funded Settlement Date
+	Subordinated Deposit Fee calculated as of such Funded Settlement Date
+	Complementary Deposit Fee calculated as of such Funded Settlement Date

within the limit of the Maximum Amount of Complementary Deposit.

1.3.2 Amount of the Complementary Deposit on each Intermediary Settlement Date

Complementary Deposit =	Complementary Deposit as of the preceding Settlement Date
	+	Initial Purchase Price of Originated Ongoing Purchasable Receivables paid during the preceding Intermediary Settlement Date Reference Period by compensation with Collections for Set-off;
	+	Initial Purchase Price of Refinanced Remaining Purchasable Receivables to be paid on such Intermediary Settlement Date
	+	Initial Purchase Price of Originated Refinanced Ongoing Purchasable Receivables paid during the preceding Intermediary Settlement Date Reference Period by compensation with Collections for Set-off
	-	Adjusted Collections calculated as of such Intermediary Settlement Date;
	-	Refinanced Adjusted Collections calculated as of such Intermediary Settlement Date;
	-	Amount of the Subordinated Deposit on such Intermediary Settlement Date minus the amount of the Subordinated Deposit on the preceding Settlement Date.
within the limit of the Maximum Amount of Complementary Deposit. 2.           DURING THE REPLENISHMENT PERIOD, IF AN EARLY AMORTISATION EVENT DESCRIBED IN ARTICLE 13.3. OF THE GENERAL MASTER PURCHASE AGREEMENT HAS OCCURRED AND A PROCEDURE OF SEPARATION OF FLOWS UNDER THE COLLECTION ACCOUNT AGREEMENTS HAS BEEN IMPLEMENTED 2.1        Outside of a Bi-monthly Management Period
Complementary Deposit =	Complementary Deposit as of the preceding Settlement Date
	+	Initial Purchase Price of Remaining Purchasable Receivables to be paid on such Funded Settlement Date;

18

	+	Initial Purchase Price of Originated Ongoing Purchasable Receivables (other than Originated Ongoing Purchasable Receivables which transfer to the Purchaser is rescinded on such Funded Settlement Date) (i) paid during the preceding Monthly Reference Period by compensation with Collections for Set-off and (ii) to be paid on such Funded Settlement Date;
	+	Initial Purchase Price of Refinanced Remaining Purchasable Receivables to be paid on such Funded Settlement Date;
	+	Initial Purchase Price of Originated Refinanced Ongoing Purchasable Receivables paid during the preceding Monthly Reference Period by set-off with Collections for Set-off
	-	Adjusted Collections calculated as of such Funded Settlement Date;
	-	Refinanced Adjusted Collections calculated as of such Funded Settlement Date;
	-	Amount of the Subordinated Deposit on such Funded Settlement Date minus the amount of the Subordinated Deposit on the preceding Settlement Date;
	-	Amount of the Senior Deposit on such Funded Settlement Date minus the amount of the Senior Deposit on the preceding Settlement Date;
	-	any amount received on the Purchaser’s Collection Accounts within the period between the Assessment Date preceding such Funded Settlement Date and the preceding Assessment Date;
	+	Deferred Purchase Price calculated as of such Funded Settlement Date;
	+	Refinanced Deferred Purchase Price calculated as of such Funded Settlement Date
	+	Subordinated Deposit Fee calculated as of such Funded Settlement Date
	+	Complementary Deposit Fee calculated as of such Funded Settlement Date
within the limit of the Maximum Amount of Complementary Deposit. 2.2        During a Bi-monthly Management Period 2.3        Amount of the Complementary Deposit on each Funded Settlement Date
Complementary Deposit =	Complementary Deposit as of the preceding Settlement Date
	+	Initial Purchase Price of Remaining Purchasable Receivables to be paid on such Funded Settlement Date;
	+	Initial Purchase Price of Originated Ongoing Purchasable Receivables (other than Originated Ongoing Purchasable

19

		Receivables which transfer to the Purchaser is rescinded on such Funded Settlement Date) (i) paid during the preceding Funded Settlement Date Reference Period by compensation with Collections for Set-off and (ii) to be paid on such Settlement Date;
	+	Initial Purchase Price of Refinanced Remaining Purchasable Receivables to be paid on Funded such Settlement Date;
	+	Initial Purchase Price of Originated Refinanced Ongoing Purchasable Receivables paid during the preceding Funded Settlement Date Reference Period by set-off with Collections for Set-off
	-	Adjusted Collections calculated as of such Funded Settlement Date;
	-	Refinanced Adjusted Collections calculated as of such Funded Settlement Date;
	-	Amount of the Subordinated Deposit on such Funded Settlement Date minus the amount of the Subordinated Deposit on the preceding Settlement Date;
	-	Amount of the Senior Deposit on such Funded Settlement Date minus the amount of the Senior Deposit on the preceding Settlement Date;
	-	any amount received on the Purchaser’s Collection Accounts within the period between the Assessment Date preceding such Funded Settlement Date and the preceding Assessment Date;
	+	Deferred Purchase Price calculated as of such Funded Settlement Date;
	+	Refinanced Deferred Purchase Price calculated as of such Funded Settlement Date
	+	Subordinated Deposit Fee calculated as of such Funded Settlement Date
	+	Complementary Deposit Fee calculated as of such Funded Settlement Date
within the limit of the Maximum Amount of Complementary Deposit. 2.3.1     Amount of the Complementary Deposit on an Intermediary Settlement Date
Complementary Deposit =	Complementary Deposit as of the preceding Settlement Date
	+	Initial Purchase Price of Originated Ongoing Purchasable Receivables paid during the preceding Intermediary

20

	Settlement Date Reference Period by compensation with Collections for Set-off;
+	Initial Purchase Price of Refinanced Remaining Purchasable Receivables to be paid on such Intermediary Settlement Date
+	Initial Purchase Price of Originated Refinanced Ongoing Purchasable Receivables paid during the preceding Intermediary Settlement Date Reference Period by compensation with Collections for Set-off
-	Adjusted Collections calculated as of such Intermediary Settlement Date;
-	Refinanced Adjusted Collections calculated as of such Intermediary Settlement Date;
-	amount of the Subordinated Deposit on such Intermediary Settlement Date minus the amount of the Subordinated Deposit on the preceding Settlement Date;
-	any amount received on the Purchaser’s Collection Accounts within the period between the Assessment Date preceding such Intermediary Settlement Date and the preceding Assessment Date.

within the limit of the Maximum Amount of Complementary Deposit.

21

SCHEDULE 2

CALCULATION OF THE COMPLEMENTARY DEPOSIT FEE

On each Funded Settlement Date, during the Replenishment Period, the Complementary Deposit Fee due and payable shall be equal to the sum of:

the Complementary Deposit Fee Component calculated on the Calculation Date preceding such Funded Settlement Date and the Complementary Deposit Fee Component calculated on the Calculation Date preceding the last Funded Settlement Date, in accordance with schedule 16C of the General Master Purchase Agreement.

22

EX-12

EXHIBIT 12.1

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS

(Dollars in millions)	Nine Months Ended September 30,		Year Ended December 31,
EARNINGS	2014		2013		2012		2011		2010			2009
Pre-tax income (loss) before adjustment for minority interests in consolidated subsidiaries or income or loss from equity investees	$	546	$	782	$	406	$	599	$	(3	)	$	(365	)
Add:
Amortization of previously capitalized interest	8		10		8		9		9			8
Distributed income of equity investees	21		21		11		8		4			3
Total additions	29		31		19		17		13			11
Deduct:
Capitalized interest	19		39		22		31		26			14
Minority interest in pre-tax income of consolidated subsidiaries with no fixed charges	11		26		20		9		6			4
Total deductions	30		65		42		40		32			18
TOTAL EARNINGS (LOSS)	$	545	$	748	$	383	$	576	$	(22	)	$	(372	)
FIXED CHARGES
Interest expense	$	315	$	392	$	357	$	330	$	316		$	311
Capitalized interest	19		39		22		31		26			14
Amortization of debt discount, premium or expense	10		15		13		14		14			16
Interest portion of rental expense (1)	89		119		121		118		111			105
Proportionate share of fixed charges of investees accounted for by the equity method	1		1		1		1		1			1
TOTAL FIXED CHARGES	$	434	$	566	$	514	$	494	$	468		$	447
TOTAL EARNINGS BEFORE FIXED CHARGES	$	979	$	1,314	$	897	$	1,070	$	446		$	75
Preferred Dividends	$	7	$	29	$	29	22		$ *			$ *
Ratio of pre-tax income to net income	1.43		1.20		1.86		1.48		*			*
Preferred Dividend Factor	$	10	$	35	$	54	$	33	$ *			$ *
Total Fixed Charges	434		566		514		494		468			447
TOTAL FIXED CHARGES AND PREFERRED DIVIDENDS	$	444	$	601	$	568	$	527	$	468		$	447
RATIO OF EARNINGS TO FIXED CHARGES	2.26		2.32		1.75		2.17		**			***
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS	2.21		2.19		1.58		2.03		**			***

*No preferred stock was outstanding for these periods.

**Earnings for the year ended December 31, 2010 were inadequate to cover fixed charges. The coverage deficiency was $22 million.

***    Earnings for the year ended December 31, 2009 were inadequate to cover fixed charges. The coverage deficiency was $372 million.

(1) Interest portion of rental expense is estimated to equal 1/3 of such expense, which is considered a reasonable approximation of the interest factor.

EX-31

EXHIBIT 31.1

CERTIFICATION

I, Richard J. Kramer, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of The Goodyear Tire & Rubber Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 29, 2014

 /s/  RICHARD J. KRAMER

Richard J. Kramer

Chairman of the Board, President and Chief Executive Officer

(Principal Executive Officer)

EX-31

EXHIBIT 31.2

CERTIFICATION

I, Laura K. Thompson, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of The Goodyear Tire & Rubber Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 29, 2014

/s/  LAURA K. THOMPSON

Laura K. Thompson

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-32

EXHIBIT 32.1

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), hereby certifies with respect to the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2014 as filed with the Securities and Exchange Commission (the “10-Q Report”) that to his or her knowledge:

(1) the 10-Q Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the 10-Q Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	October 29, 2014	/s/  RICHARD J. KRAMER
		Richard J. Kramer Chairman of the Board, President and Chief Executive Officer The Goodyear Tire & Rubber Company
Dated:	October 29, 2014	/s/  LAURA K. THOMPSON
		Laura K. Thompson Executive Vice President and Chief Financial Officer The Goodyear Tire & Rubber Company

XML

Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Income Taxes (Textuals) [Abstract]
Tax Expense	$ 100	$ 54	$ 168	$ 136
Income (Loss) before Income Taxes	299	249	561	555
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount			47
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount			37
Unfavorable (favorable) tax impact due to law change			11	(5)
Deferred Tax Asset Valuation Allowance Release Reasonably Possible Tax Benefit	105		105
Unrecognized tax benefits					88
Favorable impact of unrecognized tax benefits if recognized					78
Accrued interest					16
Unsettled unrecognized tax benefits that would require cash					32
Domestic Tax Authority
Income Taxes (Textuals) [Abstract]
Deferred Tax Assets, Valuation Allowance					$ 2,400

XML

Commitments and Contingent Liabilities (Details Textual) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2014 USD ($) Employees	Dec. 31, 2013 USD ($)	Sep. 30, 2014 Workers' Compensation USD ($)	Sep. 30, 2014 General Product Liability USD ($)	Dec. 31, 2013 General Product Liability USD ($)	Sep. 30, 2014 Asbestos Related Product Liability USD ($) claims	Dec. 31, 2013 Asbestos Related Product Liability USD ($)	Sep. 30, 2014 Brazil Tax Assessment September 2011 USD ($)	Sep. 30, 2014 Brazil Tax Assessment September 2011 BRL	Sep. 30, 2014 Greek Labor Claims USD ($)	Sep. 30, 2014 Greek Labor Claims EUR (€)	Sep. 30, 2014 Social Security Contributions Related to Greek Labor Claims USD ($)	Sep. 30, 2014 Social Security Contributions Related to Greek Labor Claims EUR (€)	Sep. 30, 2014 Severance Claims Related to Greek Labor Claims USD ($)	Sep. 30, 2014 Severance Claims Related to Greek Labor Claims EUR (€)	Sep. 30, 2014 Other Current Liabilities General Product Liability USD ($)	Dec. 31, 2013 Other Current Liabilities General Product Liability USD ($)
Commitments and Contingent Liabilities (Additional) (Textuals) [Abstract]
Accrual for Environmental Loss Contingencies	$ 47	$ 45
Anticipated costs for environmental matters included in other current liabilities	9	11
Accrual for environmental loss contingencies, significant assumptions	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
Anticipated costs related to workers' compensation	312	310
Anticipated costs related to workers' compensation, current	80	79
Potential workers' compensation liability in excess of recorded amount			40
Cost for potential product liability and other tort claims including related legal fees expected to be incurred				323	305	150	145									41	45
Asbestos claims settled and dismissed, to date						109,000
Sum of accrued asbestos related liability and gross payments including legal costs to date						451	432
Loss contingency, related receivable carrying value						70	75
Percentage of asbestos claim related losses recoverable through insurance						50.00%
Loss contingency, related receivable carrying value, current						11	11
Aggregate limits of excess insurance policies						160
Various contingencies								38	92	47	37	33	26	15	12
Number of former employees - Greek Labor Case	320
Off-balance sheet financial guarantees written and other commitments	$ 9	$ 14
Collateral	We also generally do not require collateral in connection with the issuance of these guarantees
Triggering event	non-payment or another specified event
Recourse	recourse to the affiliate, lessor or customer
Expiration of guarantees	expire at various times through 2023

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Financing Arrangements and Derivative Financial Instruments Schedule of Fair Values for Foreign Currency Contracts Designated as Hedging Instruments (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Accounts Receivable
Derivative Instruments and Hedging Activities Disclosures
Fair Value - Accounts Receivable	$ 8	$ 3
Other Current Liabilities
Derivative Instruments and Hedging Activities Disclosures
Fair Value - Other Current Liabilities	0	(3)
Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures
Notional Amount - Foreign currency contracts designated as hedging instruments	$ 149	$ 171

XML

Commitments and Contingent Liabilities (Details) (Asbestos Related Product Liability, USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2014 claims	Dec. 31, 2013 claims
Asbestos Related Product Liability
Number of claims filed
Pending claims, beginning of period	74,000	73,200
New claims filed	1,500	2,600
Claims settled/dismissed	(1,600)	(1,800)
Pending claims, end of period	73,900	74,000
Payments	$ 14	$ 19

XML

Financing Arrangements and Derivative Financial Instruments Credit facilities (Details) In Millions, unless otherwise specified	9 Months Ended		9 Months Ended		9 Months Ended									9 Months Ended							9 Months Ended
	Sep. 30, 2014 First Lien Revolving Credit Facility due 2017 USD ($)	Dec. 31, 2013 First Lien Revolving Credit Facility due 2017 USD ($)	Sep. 30, 2014 Second Lien Term Loan Facility due 2019 USD ($)	Dec. 31, 2013 Second Lien Term Loan Facility due 2019 USD ($)	Sep. 30, 2014 Revolving Credit Facility due 2016	Sep. 30, 2014 Revolving Credit Facility due 2016 EUR (€)	Dec. 31, 2013 Revolving Credit Facility due 2016 USD ($)	Sep. 30, 2014 Revolving Credit Facility due 2016 German Tranche USD ($)	Sep. 30, 2014 Revolving Credit Facility due 2016 German Tranche EUR (€)	Sep. 30, 2014 Revolving Credit Facility due 2016 All borrower tranche USD ($)	Sep. 30, 2014 Revolving Credit Facility due 2016 All borrower tranche EUR (€)	Dec. 31, 2013 Revolving Credit Facility due 2016 All borrower tranche USD ($)	Dec. 31, 2013 Revolving Credit Facility due 2016 All borrower tranche EUR (€)	Sep. 30, 2014 Pan-European accounts receivable facility due 2019 USD ($)	Sep. 30, 2014 Pan-European accounts receivable facility due 2019 EUR (€)	Dec. 31, 2013 Pan-European accounts receivable facility due 2019 USD ($)	Dec. 31, 2013 Pan-European accounts receivable facility due 2019 EUR (€)	Sep. 30, 2014 Pan-European accounts receivable facility due 2019 Minimum Funding Available EUR (€)	Sep. 30, 2014 Pan-European accounts receivable facility due 2019 Maximum Funding Available until October 17, 2014 EUR (€)	Sep. 30, 2014 Pan-European accounts receivable facility due 2019 Maximum Funding Available October 17, 2014 to October 15, 2015 EUR (€)	Sep. 30, 2014 Australia Accounts Receivable Securitization Facility USD ($)	Sep. 30, 2014 Australia Accounts Receivable Securitization Facility AUD	Dec. 31, 2013 Australia Accounts Receivable Securitization Facility USD ($)	Sep. 30, 2014 Accounts Receivable Factoring Facilities USD ($)	Dec. 31, 2013 Accounts Receivable Factoring Facilities USD ($)	Sep. 30, 2014 Chinese credit facilities USD ($)	Dec. 31, 2013 Chinese credit facilities USD ($)
Line of Credit Facility [Line Items]
Line of Credit Facility, Amount Outstanding	$ 0	$ 0	$ 1,195	$ 1,195			$ 0	$ 126	€ 100	$ 227	€ 180			$ 348	€ 276	$ 207	€ 150				$ 45		$ 18			$ 533	$ 537
Line of Credit Facility, Maximum Borrowing Capacity	2,000		1,200			400			100		300							45	450	380	74	85
Line of Credit Facility, Current Borrowing Capacity														348	276	386	280				45		76
Line of Credit Facility, Borrowing Capacity, Description	Availability under the facility is subject to a borrowing base, which is based primarily on eligible accounts receivable and inventory of The Goodyear Tire & Rubber Company and certain of its U.S. and Canadian subsidiaries. To the extent that our eligible accounts receivable and inventory decline, our borrowing base will decrease and the availability under the facility may decrease below $2.0 billion.
Line of Credit Facility, Borrowing Base Amount Below Stated Amount	437
Letters of Credit Outstanding, Amount	377	375								4	3	5	3
Line Of Credit Additional Borrowing Capacity Which May Be Requested From Lenders	250		300
Off-balance Sheet Accounts Receivable Securitization																								306	301
Sublimit on letter of credit	800										50
Restricted cash related to funds obtained under credit facilities																										$ 5	$ 11
Line of Credit Facility, Expiration Date														Sep. 25, 2019	Sep. 25, 2019
Line of Credit Facility, Interest Rate Description	Amounts drawn under this facility will bear interest at LIBOR plus 150 basis points.		The term loan bears interest at LIBOR plus 375 basis points, subject to a minimum LIBOR rate of 100 basis points.		Amounts drawn under this facility will bear interest at LIBOR plus 250 basis points for loans denominated in U.S. dollars or pounds sterling and EURIBOR plus 250 basis points for loans denominated in euros.	Amounts drawn under this facility will bear interest at LIBOR plus 250 basis points for loans denominated in U.S. dollars or pounds sterling and EURIBOR plus 250 basis points for loans denominated in euros.
Debt Instrument, Collateral	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.		Our obligations under our amended and restated 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.		GDTE and certain of its subsidiaries in the United Kingdom, Luxembourg, France and Germany provide guarantees to support the facility. 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 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.	GDTE and certain of its subsidiaries in the United Kingdom, Luxembourg, France and Germany provide guarantees to support the facility. 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 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.								Utilization under this facility is based on eligible receivable balances	Utilization under this facility is based on eligible receivable balances						The receivables sold under this program also serve as collateral for the related facility.	The receivables sold under this program also serve as collateral for the related facility.

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Reclassifications out of Accumulated Other Comprehensive Loss (Tables)

9 Months Ended

Sep. 30, 2014

Changes in Accumulated Other Comprehensive Loss, by Component [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table presents changes in Accumulated Other Comprehensive Loss (AOCL), by component, for the nine months ended September 30, 2014 and 2013:

(In millions) Income (Loss)	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 reclassifications	(117		)	17			8			—		(92		)
Amounts reclassified from accumulated other comprehensive loss	2			118			1			—		121
Purchase of subsidiary shares from minority interest	(1		)	—			—			—		(1		)
Balance at September 30, 2014	$	(806	)	$	(3,155	)	$	8		$	34	$	(3,919	)
	Foreign Currency Translation Adjustment			Unrecognized Net Actuarial Losses and Prior Service Costs			Deferred Derivative Gains (Losses)			Unrealized Investment Gains		Total
Balance at December 31, 2012	$	(538	)	$	(4,044	)	$	(4	)	$	26	$	(4,560	)
Other comprehensive income (loss) before reclassifications	(111		)	122			1			12		24
Amounts reclassified from accumulated other comprehensive loss	1			170			2			—		173
Balance at September 30, 2013	$	(648	)	$	(3,752	)	$	(1	)	$	38	$	(4,363	)

Reclassifications out of Accumulated Other Comprehensive Loss

The following table presents reclassifications out of Accumulated Other Comprehensive Loss:

	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions) (Income) Expense	2014			2013			2014			2013
Component of AOCL	Amount Reclassified from AOCL						Amount Reclassified from AOCL						Affected Line Item in the Consolidated Statements of Operations
Foreign Currency Translation Adjustment, before tax	$	4		$	—		$	2		$	1		Other Expense
Tax effect	—			—			—			—			United States and Foreign Taxes
Minority interest	—			—			—			—			Minority Shareholders' Net Income
Net of tax	$	4		$	—		$	2		$	1		Goodyear Net Income
Amortization of prior service cost and unrecognized gains and losses	$	27		$	55		$	87		$	182		Total Benefit Cost
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures	1			1			43			2			Total Benefit Cost
Unrecognized Net Actuarial Losses and Prior Service Costs, before tax	$	28		$	56		$	130		$	184
Tax effect	(2		)	(1		)	(5		)	(8		)	United States and Foreign Taxes
Minority interest	(1		)	(2		)	(7		)	(6		)	Minority Shareholders' Net Income
Net of tax	$	25		$	53		$	118		$	170		Goodyear Net Income
Deferred Derivative (Gains) Losses, before tax	$	—		$	1		$	1		$	3		Cost of Goods Sold
Tax effect	—			—			—			(1		)	United States and Foreign Taxes
Minority interest	1			—			—			—			Minority Shareholders' Net Income
Net of tax	$	1		$	1		$	1		$	2		Goodyear Net Income
Total reclassifications	$	30		$	54		$	121		$	173		Goodyear Net Income

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Changes in Shareholders' Equity (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period			$ 1,868
Comprehensive income:
Net Income	199	195	393	419
Foreign currency translation, net of tax	(185)	39	(170)	(116)
Reclassification adjustment for amounts recognized in income, net of tax	4	0	2	1
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax	25	54	82	174
Decrease (increase) in net actuarial losses, net of tax	6	0	30	124
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures, net of tax	1	1	43	2
Prior service credit (cost) from plan amendments, net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)	(1)	0	(1)	0
Deferred derivative gains (losses), net of tax	11	(5)	10	1
Reclassification adjustment for amounts recognized in income, net of tax	0	1	1	2
Unrealized investment gains (losses), net of tax	(1)	(3)	0	12
Other comprehensive income (loss)	(140)	87	(3)	200
Total comprehensive income	59	282	390	619
Balance at end of period	2,103		2,103
Changes in Shareholders' Equity (Textuals) [Abstract]
Tax on foreign currency translation	0	0	0	0
Tax on reclassification adjustment for amounts recognized in income	0	0	0	0
Tax on amortization of prior service cost and unrecognized gains and losses included in total benefit cost	2	1	5	8
Tax on decrease (increase) in net actuarial losses	0	0	3	2
Tax on immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures	0	0	0	0
Tax on deferred derivative gains (losses)	1	0	0	1
Tax on reclassification adjustment for amounts recognized in income	0	0	0	1
Tax on unrealized investment gains (losses)	0	0	0	0
Goodyear Shareholders' Equity
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period			1,606	370
Comprehensive income:
Net Income			323	394
Foreign currency translation, net of tax			(117)	(111)
Reclassification adjustment for amounts recognized in income, net of tax			2	1
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax			79	168
Decrease (increase) in net actuarial losses, net of tax			18	122
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures, net of tax			39	2
Prior service credit (cost) from plan amendments, net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)			(1)	0
Deferred derivative gains (losses), net of tax			8	1
Reclassification adjustment for amounts recognized in income, net of tax			1	2
Unrealized investment gains (losses), net of tax			0	12
Other comprehensive income (loss)			29	197
Total comprehensive income			352	591
Purchase of subsidiary shares from minority interest			(5)	(2)
Dividends declared to minority shareholders			0	0
Stock-based compensation plans (Note 10)			15	12
Repurchase of common stock (Note 12)			(97)	0
Dividends declared (Note 12)			(50)	(34)
Common stock issued from treasury			41	15
Other			0	0
Balance at end of period	1,862	952	1,862	952
Minority Shareholders' Equity - Nonredeemable
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period			262	255
Comprehensive income:
Net Income			20	26
Foreign currency translation, net of tax			(10)	(15)
Reclassification adjustment for amounts recognized in income, net of tax			0	0
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax			0	0
Decrease (increase) in net actuarial losses, net of tax			0	0
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures, net of tax			0	0
Prior service credit (cost) from plan amendments, net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)			0	0
Deferred derivative gains (losses), net of tax			0	0
Reclassification adjustment for amounts recognized in income, net of tax			0	0
Unrealized investment gains (losses), net of tax			0	0
Other comprehensive income (loss)			(10)	(15)
Total comprehensive income			10	11
Purchase of subsidiary shares from minority interest			(18)	(2)
Dividends declared to minority shareholders			(15)	(9)
Stock-based compensation plans (Note 10)			0	0
Repurchase of common stock (Note 12)			0	0
Dividends declared (Note 12)			0	0
Common stock issued from treasury			0	0
Other			2	(4)
Balance at end of period	241	251	241	251
Parent and Non-Redeemable Non-Controlling Interest
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period			1,868	625
Comprehensive income:
Net Income			343	420
Foreign currency translation, net of tax			(127)	(126)
Reclassification adjustment for amounts recognized in income, net of tax			2	1
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax			79	168
Decrease (increase) in net actuarial losses, net of tax			18	122
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures, net of tax			39	2
Prior service credit (cost) from plan amendments, net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)			(1)	0
Deferred derivative gains (losses), net of tax			8	1
Reclassification adjustment for amounts recognized in income, net of tax			1	2
Unrealized investment gains (losses), net of tax			0	12
Other comprehensive income (loss)			19	182
Total comprehensive income			362	602
Purchase of subsidiary shares from minority interest			(23)	(4)
Dividends declared to minority shareholders			(15)	(9)
Stock-based compensation plans (Note 10)			15	12
Repurchase of common stock (Note 12)			(97)	0
Dividends declared (Note 12)			(50)	(34)
Common stock issued from treasury			41	15
Other			2	(4)
Balance at end of period	2,103	1,203	2,103	1,203
Changes in Shareholders' Equity (Textuals) [Abstract]
Tax on foreign currency translation			0	0
Tax on reclassification adjustment for amounts recognized in income			0	0
Tax on amortization of prior service cost and unrecognized gains and losses included in total benefit cost			5	8
Tax on decrease (increase) in net actuarial losses			3	2
Tax on immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures			0	0
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Net Prior Service Cost (Credit), Tax			0	0
Tax on deferred derivative gains (losses)			1	1
Tax on reclassification adjustment for amounts recognized in income			0	1
Tax on unrealized investment gains (losses)			$ 0	$ 0

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Other Expense (Tables)

9 Months Ended

Sep. 30, 2014

Other Income and Expenses [Abstract]

Other Income and Expense

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In millions)	2014			2013			2014			2013
Net foreign currency exchange (gains) losses	$	31		$	(2	)	$	182		$	116
Financing fees and financial instruments	17			14			46			41
Royalty income	(9		)	(10		)	(27		)	(39		)
Interest income	(4		)	(6		)	(23		)	(18		)
General and product liability — discontinued products	4			4			21			12
Net (gains) losses on asset sales	7			(3		)	4			(6		)
Miscellaneous	20			3			39			6
	$	66		$	—		$	242		$	112

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Fair Value Measurements (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Assets:
Investments	$ 53	$ 53
Foreign Exchange Contracts	25	6
Total Assets at Fair Value	78	59
Liabilities:
Foreign Exchange Contracts	3	20
Total Liabilities at Fair Value	3	20
Fair Value of Long Term Debt, excluding Capital Leases
Carrying amount - Liability	6,765	6,173
Fixed Rate Debt, Excluding Capital Leases
Fair Value of Long Term Debt, excluding Capital Leases
Carrying amount - Liability	4,157	4,090
Fair Value - Liability	4,438	4,414
Variable Rate Debt, Excluding Capital Leases
Fair Value of Long Term Debt, excluding Capital Leases
Carrying amount - Liability	2,608	2,083
Fair Value - Liability	2,608	2,095
Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)
Assets:
Investments	53	53
Foreign Exchange Contracts	0	0
Total Assets at Fair Value	53	53
Liabilities:
Foreign Exchange Contracts	0	0
Total Liabilities at Fair Value	0	0
Significant Other Observable Inputs (Level 2)
Assets:
Investments	0	0
Foreign Exchange Contracts	25	6
Total Assets at Fair Value	25	6
Liabilities:
Foreign Exchange Contracts	3	20
Total Liabilities at Fair Value	3	20
Significant Unobservable Inputs (Level 3)
Assets:
Investments	0	0
Foreign Exchange Contracts	0	0
Total Assets at Fair Value	0	0
Liabilities:
Foreign Exchange Contracts	0	0
Total Liabilities at Fair Value	$ 0	$ 0

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Business Segments (Details 1) (USD $) In Millions, unless otherwise specified	3 Months Ended			9 Months Ended
	Sep. 30, 2014	Mar. 31, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Segment Reporting Information [Line Items]
Net (gains) losses on asset sales	$ 7		$ (3)	$ 4	$ (6)
Pension curtailments/settlements	0		0	33	0
Rationalizations:
Rationalizations (Note 2)	15		21	80	41
Asset write-offs and accelerated depreciation:
Total Segment Asset Write Offs and Accelerated Depreciation	0		5	3	15
Operating Segments
Segment Reporting Information [Line Items]
Net (gains) losses on asset sales	7		(3)	6	(6)
Rationalizations:
Rationalizations (Note 2)	15		21	80	41
Corporate
Segment Reporting Information [Line Items]
Net (gains) losses on asset sales	0		0	(2)	0
North America
Segment Reporting Information [Line Items]
Net (gains) losses on asset sales	0		(2)	(1)	(4)
Pension curtailments/settlements		33		33
Rationalizations:
Rationalizations (Note 2)	0		1	(1)	8
EMEA
Segment Reporting Information [Line Items]
Net (gains) losses on asset sales	7		0	7	2
Rationalizations:
Rationalizations (Note 2)	11		9	69	15
Asset write-offs and accelerated depreciation:
Total Segment Asset Write Offs and Accelerated Depreciation	0		5	3	15
Latin America [Member]
Rationalizations:
Rationalizations (Note 2)	2		2	3	4
Asia Pacific
Segment Reporting Information [Line Items]
Net (gains) losses on asset sales	0		(1)	0	(4)
Rationalizations:
Rationalizations (Note 2)	$ 2		$ 9	$ 9	$ 14

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Costs Associated with Rationalization Programs (Details) (Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve, Period Increase (Decrease)			$ 107
Accrual balance	149		149		237
Rationalizations (Note 2)	(15)	(21)	(80)	(41)
Reversed to the statement of operations		4	5	11
Amiens Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Accrual balance	103		103
Rationalizations (Note 2)	2		(63)
Number Of Employees with Claims Filed [Table Text Block]			600
Plans Initiated In 2014
Restructuring Cost and Reserve [Line Items]
Rationalizations (Note 2)	(8)		(18)
Expected number of positions eliminated			200
Number of positions eliminated, inception to date	100		100
Plans Initiated 2013 [Member]
Restructuring Cost and Reserve [Line Items]
Rationalizations (Note 2)	$ (7)	$ (13)	$ (62)	$ (18)
Expected number of positions eliminated			400
Restructuring and Related Cost, Number of Positions Eliminated			1,400

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Stock Compensation Plans (Details)	9 Months Ended
	Sep. 30, 2014
Share based compensation arrangement by share based payment award fair value assumptions and methodology
Expected term (years)	7 years 5 months
Interest rate	2.11%
Volatility	43.94%
Dividend yield	0.76%

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Consolidating Financial Information (Details Textuals) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2014
Consolidating Financial Information (Textuals) [Abstract]
Percentage Of Ownership Over Guarantor Subsidiaries	100.00%
Guarantor Obligations, Related Party Disclosure	The notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary.
Consolidating Financial Information Restrictions on Remittance of Funds	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.
8.25% Senior Notes due 2020
Additional Consolidating Financial Information (Textuals) [Abstract]
Issuance of aggregate principal amount of senior notes	$ 1,000
Interest on Notes	8.25%
Debt Instrument, Maturity Date	Aug. 15, 2020
8.75% Notes due 2020
Additional Consolidating Financial Information (Textuals) [Abstract]
Issuance of aggregate principal amount of senior notes	282
Interest on Notes	8.75%
Debt Instrument, Maturity Date	Aug. 15, 2020
6.5% Notes due 2021
Additional Consolidating Financial Information (Textuals) [Abstract]
Issuance of aggregate principal amount of senior notes	900
Interest on Notes	6.50%
Debt Instrument, Maturity Date	Mar. 01, 2021
7% Notes Due In 2022
Additional Consolidating Financial Information (Textuals) [Abstract]
Issuance of aggregate principal amount of senior notes	$ 700
Interest on Notes	7.00%
Debt Instrument, Maturity Date	May 15, 2022

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Financing Arrangements and Derivative Financial Instruments Schedule of Fair Values for Foreign Currency Contracts Not Designated as Hedging Instruments (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Accounts Receivable
Derivative Instruments and Hedging Activities Disclosures
Fair Value - Accounts Receivable	$ 17		$ 17		$ 3
Other Current Liabilities
Derivative Instruments and Hedging Activities Disclosures
Fair Value - Other Current Liabilities	(3)		(3)		(17)
Not Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures
Notional Amount - Foreign currency contracts not designated as hedging instruments	761		761		1,231
Net Transaction Gains (Losses) on Foreign Currency Contracts Not Designated as Hedging Instruments	$ 38	$ (28)	$ 33	$ (21)

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Costs Associated with Rationalization Programs

9 Months Ended

Sep. 30, 2014

Restructuring and Related Activities [Abstract]

COSTS ASSOCIATED WITH RATIONALIZATION PROGRAMS

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. 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, 2013	$	232		$	5		$	237
2014 Charges (1)	65			42			107
Reversed to the Statements of Operations	(5		)	—			(5		)
Incurred, Net of Foreign Currency Translation of $(14) million and $0 million, respectively	(152		)	(38		)	(190		)
Balance at September 30, 2014	$	140		$	9		$	149

(1) Charges in the first nine months of 2014 of $107 million exclude $22 million of pension curtailment gains recorded in Rationalizations in the Statement of Operations.

Significant rationalization actions initiated in 2014 consisted primarily of manufacturing headcount reductions related to Europe, Middle East and Africa's ("EMEA") plans to improve operating efficiency. In addition, EMEA, Latin America and Asia Pacific also initiated plans to reduce selling, administrative and general ("SAG") headcount.

The accrual balance of $149 million at September 30, 2014 is expected to be substantially utilized within the next 12 months and includes $103 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.

The following table shows net rationalization charges included in Income before Income Taxes:

	Three Months Ended					Nine Months Ended
(In millions)	September 30,					September 30,
	2014			2013		2014			2013
Current Year Plans
Associate Severance and Other Related Costs	$	8		$	11	$	17		$	16
Other Exit and Non-Cancelable Lease Costs	—			2		1			2
Current Year Plans - Net Charges	$	8		$	13	$	18		$	18
Prior Year Plans
Associate Severance and Other Related Costs	$	(2	)	$	3	$	43		$	9
Pension Curtailment Gain	—			—		(22		)	—
Other Exit and Non-Cancelable Lease Costs	9			5		41			14
Prior Year Plans - Net Charges	7			8		62			23
Total Net Charges	$	15		$	21	$	80		$	41
Asset Write-off and Accelerated Depreciation Charges	$	—		$	5	$	3		$	15

Substantially all of the new charges for the three and nine months ended September 30, 2014 and 2013 related to future cash outflows. Net prior year plan charges for the three months ended September 30, 2014 of $7 million include a net credit of $(2) million primarily related to associate severance and idle plant costs related to the closure of one of our manufacturing facilities in Amiens, France, resulting from the impact of changes in tax laws and revised estimates. Net prior year plan charges for the nine months ended September 30, 2014 of $62 million include charges of $63 million for associate severance and idle plant costs, partially offset by a pension curtailment gain of $22 million, related to the closure of one of our manufacturing facilities in Amiens, France. Net charges for the nine months ended September 30, 2014 included reversals of $5 million, and net charges for the three and nine months ended September 30, 2013 included reversals of $4 million and $11 million, respectively, for actions no longer needed for their originally intended purposes.

Approximately 200 associates will be released under plans initiated in 2014, of which approximately 100 associates have been released as of September 30, 2014. In the first nine months of 2014, approximately 1,400 associates were released under plans initiated in prior years, primarily related to the plan to exit the farm tire business in EMEA and the closure of one of our manufacturing facilities in Amiens, France. In total, approximately 400 associates remain to be released under rationalization plans. At September 30, 2014, approximately 600 former associates of the closed Amiens, France manufacturing facility have asserted wrongful termination or other claims against us.  We are currently unable to estimate the number and amount of the claims that may ultimately be asserted against us, but intend to vigorously defend any such claims.

Accelerated depreciation charges for the three and nine months ended September 30, 2014 related to property and equipment in one of our manufacturing facilities in the U.K. Accelerated depreciation charges for the three and nine months ended September 30, 2013 related primarily 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”).

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Consolidating Financial Information (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2013	Dec. 31, 2012
Current Assets:
Cash and Cash Equivalents	$ 1,744	$ 2,996	$ 2,500	$ 2,281
Accounts Receivable	3,021	2,435
Accounts Receivable From Affiliates	0	0
Inventories	2,924	2,816
Prepaid Expenses and Other Current Assets	358	397
Total Current Assets	8,047	8,644
Goodwill	623	668
Intangible Assets	135	138
Deferred Income Taxes	105	157
Other Assets	654	600
Investments in Subsidiaries	0	0
Property, Plant and Equipment	7,092	7,320
Total Assets	16,656	17,527
Current Liabilities:
Accounts Payable-Trade	2,827	3,097
Accounts Payable to Affiliates	0	0
Compensation and Benefits	774	758
Other Current Liabilities	1,036	1,083
Notes Payable and Overdrafts	38	14
Long Term Debt and Capital Leases due Within One Year	98	73
Total Current Liabilities	4,773	5,025
Long Term Debt and Capital Leases	6,719	6,162
Compensation and Benefits	1,307	2,673
Deferred and Other Noncurrent Income Taxes	243	256
Other Long Term Liabilities	916	966
Total Liabilities	13,958	15,082
Commitments and Contingent Liabilities
Minority Shareholders' Equity	595	577
Goodyear Shareholders' Equity:
Preferred Stock	0	500
Common Stock	275	248
Other Equity	1,587	858
Goodyear Shareholders' Equity	1,862	1,606
Minority Shareholders' Equity - Nonredeemable	241	262
Total Shareholders' Equity	2,103	1,868
Total Liabilities and Shareholders' Equity	16,656	17,527
Parent Company
Current Assets:
Cash and Cash Equivalents	471	1,269	1,085	802
Accounts Receivable	840	872
Accounts Receivable From Affiliates	0	0
Inventories	1,299	1,099
Prepaid Expenses and Other Current Assets	79	68
Total Current Assets	2,689	3,308
Goodwill	0	0
Intangible Assets	110	111
Deferred Income Taxes	0	0
Other Assets	287	288
Investments in Subsidiaries	4,401	4,325
Property, Plant and Equipment	2,246	2,242
Total Assets	9,733	10,274
Current Liabilities:
Accounts Payable-Trade	869	833
Accounts Payable to Affiliates	646	275
Compensation and Benefits	372	373
Other Current Liabilities	314	347
Notes Payable and Overdrafts	0	0
Long Term Debt and Capital Leases due Within One Year	6	8
Total Current Liabilities	2,207	1,836
Long Term Debt and Capital Leases	4,375	4,377
Compensation and Benefits	486	1,613
Deferred and Other Noncurrent Income Taxes	67	65
Other Long Term Liabilities	736	777
Total Liabilities	7,871	8,668
Commitments and Contingent Liabilities
Minority Shareholders' Equity	0	0
Goodyear Shareholders' Equity:
Preferred Stock		500
Common Stock	275	248
Other Equity	1,587	858
Goodyear Shareholders' Equity	1,862	1,606
Minority Shareholders' Equity - Nonredeemable	0	0
Total Shareholders' Equity	1,862	1,606
Total Liabilities and Shareholders' Equity	9,733	10,274
Guarantor Subsidiaries
Current Assets:
Cash and Cash Equivalents	61	94	67	68
Accounts Receivable	249	203
Accounts Receivable From Affiliates	770	733
Inventories	153	155
Prepaid Expenses and Other Current Assets	9	10
Total Current Assets	1,242	1,195
Goodwill	24	24
Intangible Assets	0	0
Deferred Income Taxes	20	24
Other Assets	101	101
Investments in Subsidiaries	412	386
Property, Plant and Equipment	128	140
Total Assets	1,927	1,870
Current Liabilities:
Accounts Payable-Trade	202	210
Accounts Payable to Affiliates	0	0
Compensation and Benefits	32	33
Other Current Liabilities	29	34
Notes Payable and Overdrafts	0	0
Long Term Debt and Capital Leases due Within One Year	0	0
Total Current Liabilities	263	277
Long Term Debt and Capital Leases	0	0
Compensation and Benefits	116	129
Deferred and Other Noncurrent Income Taxes	6	11
Other Long Term Liabilities	31	32
Total Liabilities	416	449
Commitments and Contingent Liabilities
Minority Shareholders' Equity	0	0
Goodyear Shareholders' Equity:
Preferred Stock		0
Common Stock	0	0
Other Equity	1,511	1,421
Goodyear Shareholders' Equity	1,511	1,421
Minority Shareholders' Equity - Nonredeemable	0	0
Total Shareholders' Equity	1,511	1,421
Total Liabilities and Shareholders' Equity	1,927	1,870
Non-Guarantor Subsidiaries
Current Assets:
Cash and Cash Equivalents	1,212	1,633	1,348	1,411
Accounts Receivable	1,932	1,360
Accounts Receivable From Affiliates	0	0
Inventories	1,522	1,599
Prepaid Expenses and Other Current Assets	265	315
Total Current Assets	4,931	4,907
Goodwill	481	517
Intangible Assets	25	27
Deferred Income Taxes	76	121
Other Assets	266	211
Investments in Subsidiaries	0	0
Property, Plant and Equipment	4,745	4,964
Total Assets	10,524	10,747
Current Liabilities:
Accounts Payable-Trade	1,756	2,054
Accounts Payable to Affiliates	124	458
Compensation and Benefits	370	352
Other Current Liabilities	696	713
Notes Payable and Overdrafts	38	14
Long Term Debt and Capital Leases due Within One Year	92	65
Total Current Liabilities	3,076	3,656
Long Term Debt and Capital Leases	2,344	1,785
Compensation and Benefits	705	931
Deferred and Other Noncurrent Income Taxes	177	188
Other Long Term Liabilities	149	157
Total Liabilities	6,451	6,717
Commitments and Contingent Liabilities
Minority Shareholders' Equity	398	361
Goodyear Shareholders' Equity:
Preferred Stock		0
Common Stock	0	0
Other Equity	3,434	3,407
Goodyear Shareholders' Equity	3,434	3,407
Minority Shareholders' Equity - Nonredeemable	241	262
Total Shareholders' Equity	3,675	3,669
Total Liabilities and Shareholders' Equity	10,524	10,747
Consolidating Entries and Eliminations
Current Assets:
Cash and Cash Equivalents	0	0	0	0
Accounts Receivable	0	0
Accounts Receivable From Affiliates	(770)	(733)
Inventories	(50)	(37)
Prepaid Expenses and Other Current Assets	5	4
Total Current Assets	(815)	(766)
Goodwill	118	127
Intangible Assets	0	0
Deferred Income Taxes	9	12
Other Assets	0	0
Investments in Subsidiaries	(4,813)	(4,711)
Property, Plant and Equipment	(27)	(26)
Total Assets	(5,528)	(5,364)
Current Liabilities:
Accounts Payable-Trade	0	0
Accounts Payable to Affiliates	(770)	(733)
Compensation and Benefits	0	0
Other Current Liabilities	(3)	(11)
Notes Payable and Overdrafts	0	0
Long Term Debt and Capital Leases due Within One Year	0	0
Total Current Liabilities	(773)	(744)
Long Term Debt and Capital Leases	0	0
Compensation and Benefits	0	0
Deferred and Other Noncurrent Income Taxes	(7)	(8)
Other Long Term Liabilities	0	0
Total Liabilities	(780)	(752)
Commitments and Contingent Liabilities
Minority Shareholders' Equity	197	216
Goodyear Shareholders' Equity:
Preferred Stock		0
Common Stock	0	0
Other Equity	(4,945)	(4,828)
Goodyear Shareholders' Equity	(4,945)	(4,828)
Minority Shareholders' Equity - Nonredeemable	0	0
Total Shareholders' Equity	(4,945)	(4,828)
Total Liabilities and Shareholders' Equity	$ (5,528)	$ (5,364)

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Financing Arrangements and Derivative Financial Instruments Credit Arrangements - Narrative (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014
Debt Instrument [Line Items]
Credit Arrangements	$ 9,165
Credit Arrangements, Unused Amount	1,982
Debt, Percentage Bearing Variable Interest, Percentage Rate	38.00%
Average Variable Interest Rate For All Variable Rate Credit Arrangements	5.40%
Long-term Debt
Debt Instrument [Line Items]
Credit Arrangements	8,712
Credit Arrangements, Unused Amount	1,567
Short-term Debt
Debt Instrument [Line Items]
Credit Arrangements	453
Credit Arrangements, Unused Amount	$ 415

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2014

Fair Value Disclosures [Abstract]

Assets and Liabilities at fair value

The following table presents information about assets and liabilities recorded at fair value on the Consolidated Balance Sheets at September 30, 2014 and December 31, 2013:

	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)	2014		2013		2014		2013		2014		2013		2014		2013
Assets:
Investments	$	53	$	53	$	53	$	53	$	—	$	—	$	—	$	—
Foreign Exchange Contracts	25		6		—		—		25		6		—		—
Total Assets at Fair Value	$	78	$	59	$	53	$	53	$	25	$	6	$	—	$	—
Liabilities:
Foreign Exchange Contracts	$	3	$	20	$	—	$	—	$	3	$	20	$	—	$	—
Total Liabilities at Fair Value	$	3	$	20	$	—	$	—	$	3	$	20	$	—	$	—

Fair Value of Long-term Fixed Rate and Variable Rate Debt excluding Capital Leases

The following table presents supplemental fair value information about long term fixed rate and variable rate debt, excluding capital leases, at September 30, 2014 and December 31, 2013. The fair value was estimated using quoted market prices.

	September 30,		December 31,
(In millions)	2014		2013
Fixed Rate Debt:
Carrying amount — liability	$	4,157	$	4,090
Fair value — liability	4,438		4,414
Variable Rate Debt:
Carrying amount — liability	$	2,608	$	2,083
Fair value — liability	2,608		2,095

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Financing Arrangements and Derivative Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2014

Financing Arrangements and Derivative Financial Instruments [Abstract]

Notes payable and overdrafts, long term debt and capital leases due with in one year and short term financing arrangements

The following table presents amounts due within one year:

	September 30,			December 31,
(In millions)	2014			2013
Notes payable and overdrafts	$	38		$	14
Weighted average interest rate	9.85		%	3.40		%
Long term debt and capital leases due within one year
Other domestic and international debt (including capital leases)	$	98		$	73
Weighted average interest rate	8.54		%	6.91		%
Total obligations due within one year	$	136		$	87

Long term debt and capital leases, net of unamortized discounts and interest rates

The following table presents long term debt and capital leases, net of unamortized discounts, and interest rates:

	September 30, 2014					December 31, 2013
				Interest					Interest
(In millions)	Amount			Rate		Amount			Rate
Notes:
6.75% Euro Notes due 2019	$	315				$	344
8.25% due 2020	995					995
8.75% due 2020	269					267
6.5% due 2021	900					900
7% due 2022	700					700
7% due 2028	150					150
Credit Facilities:
$2.0 billion first lien revolving credit facility due 2017	—			—		—			—
$1.2 billion second lien term loan facility due 2019	1,195			4.75	%	1,195			4.75	%
€400 million revolving credit facility due 2016	353			2.52	%	—			—
Pan-European accounts receivable facility	348			2.82	%	207			3.19	%
Chinese credit facilities	533			5.89	%	537			5.86	%
Other foreign and domestic debt(1)	1,007			8.38	%	878			8.97	%
	6,765					6,173
Capital lease obligations	52					62
	6,817					6,235
Less portion due within one year	(98		)			(73		)
	$	6,719				$	6,162

________________________________

(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 America Headquarters.

Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block]

The following table presents fair values for foreign currency contracts not designated as hedging instruments:

	September 30,			December 31,
(In millions)	2014			2013
Fair Values — asset (liability):
Accounts receivable	$	17		$	3
Other current liabilities	(3		)	(17		)

Schedule of Cash Flow Hedging Instruments, Statements of Financial Performance and Financial Position, Location

The following table presents fair values for foreign currency contracts designated as cash flow hedging instruments:

	September 30,		December 31,
(In millions)	2014		2013
Fair Values — asset (liability):
Accounts receivable	$	8	$	3
Other current liabilities	—		(3		)

Derivative Instruments, Gain (Loss)

The following table presents information related to foreign currency contracts designated as cash flow hedging instruments (before tax and minority):

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
(In millions) (Income) Expense	2014			2013		2014			2013
Amounts deferred to Accumulated Other Comprehensive Loss ("AOCL")	$	(12	)	$	5	$	(10	)	$	(2	)
Amount of deferred (gain) loss reclassified from AOCL into CGS	—			1		1			3
Amounts excluded from effectiveness testing	—			—		1			—

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Capital Stock (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended			0 Months Ended	9 Months Ended		0 Months Ended		3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Apr. 01, 2014 Preferred Stock	Sep. 30, 2014 Preferred Stock	Apr. 01, 2014 Preferred Stock	May 27, 2014 Common Stock	Sep. 18, 2013 Common Stock	Sep. 30, 2014 Common Stock	Sep. 30, 2014 Common Stock
Class of Stock [Line Items]
Preferred Stock, Liquidation Preference Per Share	$ 50		$ 50		$ 50
Convertible Preferred Stock, Conversion Date						Apr. 01, 2014
Convertible Preferred Stock, Aggregate Shares Issued upon Conversion								27,573,735
Convertible Preferred Stock, Shares Issued upon Conversion								2.7574
Payments of Ordinary Dividends, Preferred Stock and Preference Stock			$ 15	$ 22			$ 15
Dividends Payable, Date Declared												Oct. 06, 2014
Dividends Payable, Date of Record												Oct. 31, 2014
Dividends Payable, Date to be Paid												Dec. 01, 2014
Payments of Ordinary Dividends, Common Stock			43	0								43
Common Stock, Dividends, Per Share, Declared	$ 0.06	$ 0.05	$ 0.16	$ 0.05								$ 0.06
Dividends, Common Stock, Cash												16
Stock Repurchase Program, Authorized Amount									450	100
Share Repurchase Program Expiration Date												Dec. 31, 2016
Treasury Stock, Shares, Acquired											1,200,000	3,200,000
Payments for Repurchase of Common Stock			97	1							30	83
Treasury Stock Acquired, Average Cost Per Share											$ 24.75	$ 26.03
Share Repurchases Related To Employee Stock Based Compensation Awards											114,580	536,829
Payments for Share Repurchases Related To Employee Stock Based Compensation Awards											$ 3	$ 14
Payments Per Share for Share Repurchases Related To Employee Stock Based Compensation Award											$ 26.20	$ 26.69

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Financing Arrangements and Derivative Financial Instruments Schedule of Amounts Due Within One Year (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Amounts due within one year
Notes Payable and Overdrafts	$ 38	$ 14
Long Term Debt and Capital Leases due Within One Year	98	73
Total obligations due within one year	$ 136	$ 87
Notes Payable And Overdrafts
Amounts due within one year
Notes Payable and Overdrafts, Weighted average interest rate	9.85%	3.40%
Long Term Debt and Capital Leases due Within One Year
Amounts due within one year
Long Term Debt and Capital Leases due Within One Year, Weighted average interest rate	8.54%	6.91%

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Pension Savings And Other Postretirement Benefit Plans (Tables)

9 Months Ended

Sep. 30, 2014

Compensation and Retirement Disclosure [Abstract]

Defined benefit pension cost

Defined benefit pension cost follows:

	U.S.						U.S.
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In millions)	2014			2013			2014			2013
Service cost — benefits earned during the period	$	1		$	11		$	14		$	34
Interest cost on projected benefit obligation	64			61			192			182
Expected return on plan assets	(77		)	(84		)	(234		)	(252		)
Amortization of: — prior service cost	—			4			1			13
— net losses	27			51			87			154
Net periodic pension cost	15			43			60			131
Net curtailments/settlements/termination benefits	—			—			32			—
Total defined benefit pension cost	$	15		$	43		$	92		$	131

	Non-U.S.						Non-U.S.
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In millions)	2014			2013			2014			2013
Service cost — benefits earned during the period	$	8		$	10		$	26		$	30
Interest cost on projected benefit obligation	32			32			100			97
Expected return on plan assets	(29		)	(27		)	(90		)	(83		)
Amortization of: — prior service cost	1			—			1			1
— net losses	9			7			27			37
Net periodic pension cost	21			22			64			82
Net curtailments/settlements/termination benefits	—			2			(14		)	4
Total defined benefit pension cost	$	21		$	24		$	50		$	86

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Commitments and Contingent Liabilities Commitments and Contingent Liabilities (Tables)

9 Months Ended

Sep. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Number Of Claims Filed

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.

	Nine Months Ended			Year Ended
(Dollars in millions)	September 30, 2014			December 31, 2013
Pending claims, beginning of period	74,000			73,200
New claims filed	1,500			2,600
Claims settled/dismissed	(1,600		)	(1,800		)
Pending claims, end of period	73,900			74,000
Payments (1)	$	14		$	19

________________________________

(1) Represents cash payments made during the period by us and our insurers on asbestos litigation defense and claim resolution.

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Accounting Policies

9 Months Ended

Sep. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ACCOUNTING POLICIES

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 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, 2013 (the “2013 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 nine months ended September 30, 2014 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2014.

Recently Issued Accounting Standards

In August 2014, the Financial Accounting Standards Board (“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 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 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. The standards update is effective for fiscal years beginning after December 15, 2016, and early adoption is not permitted. We are currently evaluating the impact of adopting this standards update on our consolidated financial statements.

In April 2014, the FASB issued an accounting standards update providing new guidance on 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 reported 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 standards update is effective for fiscal years beginning after December 15, 2014. We will adopt this standards update, as required, beginning with the first quarter of 2015. The adoption of this standards update affects presentation only and, as such, is not expected to have a material impact on our consolidated financial statements.

Recently Adopted Accounting Standards

Effective January 1, 2014, we adopted an accounting standards update requiring the presentation of an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. This net presentation is required unless a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset to settle any additional income tax that would result from the disallowance of the unrecognized tax benefit. The adoption of this standards update did not have a material impact on our consolidated financial statements.

Effective January 1, 2014, we adopted an accounting standards update providing guidance with respect to the release of cumulative translation adjustments into net income when a parent sells either a part or all of its investment in a foreign entity. The standards update also requires the release of cumulative translation adjustments when a company no longer holds a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity, and provides guidance for the acquisition in stages of a controlling interest in a foreign entity. The adoption of this standards update did not impact our consolidated financial statements.

Effective January 1, 2014, we adopted an accounting standards update requiring an entity to record obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. The adoption of this standards update did not impact our consolidated financial statements.

Reclassifications and Adjustments

Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation.

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Changes in Shareholders' Equity (Tables)

9 Months Ended

Sep. 30, 2014

Equity [Abstract]

Changes In Shareholders' Equity

The following tables present the changes in shareholders’ equity for the nine months ended September 30, 2014 and 2013:

	September 30, 2014									September 30, 2013
(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	$	1,606		$	262		$	1,868		$	370		$	255		$	625
Comprehensive income:
Net income	323			20			343			394			26			420
Foreign currency translation (net of tax of $0 in 2014 and $0 in 2013)	(117		)	(10		)	(127		)	(111		)	(15		)	(126		)
Reclassification adjustment for amounts recognized in income (net of tax of $0 in 2014 and $0 in 2013)	2			—			2			1			—			1
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost (net of tax of $5 in 2014 and $8 in 2013)	79			—			79			168			—			168
Decrease (increase) in net actuarial losses (net of tax of $3 in 2014 and $2 in 2013)	18			—			18			122			—			122
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures (net of tax of $0 in 2014 and $0 in 2013)	39			—			39			2			—			2
Prior service credit (cost) from plan amendments (net of tax of $0 in 2014 and $0 in 2013)	(1		)	—			(1		)	—			—			—
Deferred derivative gains (losses) (net of tax of $1 in 2014 and $1 in 2013)	8			—			8			1			—			1
Reclassification adjustment for amounts recognized in income (net of tax of $0 in 2014 and $1 in 2013)	1			—			1			2			—			2
Unrealized investment gains (losses) (net of tax of $0 in 2014 and $0 in 2013)	—			—			—			12			—			12
Other comprehensive income (loss)	29			(10		)	19			197			(15		)	182
Total comprehensive income	352			10			362			591			11			602
Purchase of subsidiary shares from minority interest	(5		)	(18		)	(23		)	(2		)	(2		)	(4		)
Dividends declared to minority shareholders	—			(15		)	(15		)	—			(9		)	(9		)
Stock-based compensation plans (Note 10)	15			—			15			12			—			12
Repurchase of common stock (Note 12)	(97		)	—			(97		)	—			—			—
Dividends declared (Note 12)	(50		)	—			(50		)	(34		)	—			(34		)
Common stock issued from treasury	41			—			41			15			—			15
Other	—			2			2			—			(4		)	(4		)
Balance at end of period	$	1,862		$	241		$	2,103		$	952		$	251		$	1,203

Changes in Minority Equity presented outside of Shareholders' Equity

The following table presents changes in Minority Equity presented outside of Shareholders’ Equity:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In millions)	2014			2013			2014			2013
Balance at beginning of period	$	613		$	520		$	577		$	534
Comprehensive income (loss):
Net income (loss)	31			12			50			(1		)
Foreign currency translation, net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)	(41		)	18			(43		)	10
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)	1			2			3			6
Decrease (increase) in net actuarial losses, net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)	—			—			12			2
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 2014 ($0 and $0 in 2013)	—			—			4			—
Deferred derivative gains (losses), net of tax of $(1) and $(1) in 2014 ($0 and $0 in 2013)	2			(1		)	2			—
Reclassification adjustment for amounts recognized in income, net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)	(1		)	—			—			—
Other comprehensive income (loss)	(39		)	19			(22		)	18
Total comprehensive income (loss)	(8		)	31			28			17
Dividends declared to minority shareholders	(10		)	(11		)	(10		)	(11		)
Balance at end of period	$	595		$	540		$	595		$	540

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Earnings Per Share (Details 1) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended			3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Apr. 01, 2014 Preferred Stock	Sep. 30, 2014 Underwater Stock Options	Sep. 30, 2013 Underwater Stock Options	Sep. 30, 2014 Underwater Stock Options	Sep. 30, 2013 Underwater Stock Options
Earnings per share - basic:
Goodyear Net Income	$ 161	$ 173	$ 323	$ 394
Less: Preferred stock dividends	0	7	7	22
Goodyear net income available to common shareholders	161	166	316	372
Weighted average shares outstanding	275,000,000	246,000,000	266,000,000	246,000,000
Earnings per common share - basic	$ 0.58	$ 0.67	$ 1.18	$ 1.51
Earnings Per Share - diluted:
Goodyear Net Income	161	173	323	394
Less: Preferred stock dividends	0	0	0	0
Goodyear net income available to common shareholders	$ 161	$ 173	$ 323	$ 394
Weighted average shares outstanding	275,000,000	246,000,000	266,000,000	246,000,000
Dilutive effect of mandatory convertible preferred stock	0	27,000,000	9,000,000	27,000,000
Dilutive effect of stock options and other dilutive securities	4,000,000	5,000,000	5,000,000	3,000,000
Weighted average shares outstanding - diluted	279,000,000	278,000,000	280,000,000	276,000,000
Earnings per common share - diluted	$ 0.58	$ 0.62	$ 1.15	$ 1.43
Per Share of Common Stock (Textuals) [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount						3,000,000	4,000,000	2,000,000	5,000,000
Convertible Preferred Stock, Aggregate Shares Issued upon Conversion					27,573,735
Convertible Preferred Stock, Shares Issued upon Conversion					2.7574

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Stock Compensation Plans (Details) (Textual) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense recognized	$ 2	$ 8	$ 14	$ 16
Unearned compensation cost related to the unvested portion of all stock-based awards	$ 29		$ 29
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted			0.7
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price			$ 26.29
Weighted average fair value per share for the stock options			$ 11.94
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, other than options			0.2
Weighted average fair value per share for the stock, other than option			$ 26.32
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, other than options			0.1
Weighted average fair value per share for the stock, other than option			$ 29.00

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Consolidated Statements of Operations (Unaudited) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Net Sales	$ 4,657	$ 5,002	$ 13,782	$ 14,749
Cost of Goods Sold	3,516	3,946	10,566	11,732
Selling, Administrative and General Expense	653	686	2,018	2,022
Rationalizations (Note 2)	15	21	80	41
Interest Expense	108	100	315	287
Other Expense (Note 3)	66	0	242	112
Income before Income Taxes	299	249	561	555
United States and Foreign Taxes (Note 4)	100	54	168	136
Net Income	199	195	393	419
Less: Minority Shareholders' Net Income	38	22	70	25
Goodyear Net Income	161	173	323	394
Less: Preferred Stock Dividends	0	7	7	22
Goodyear Net Income available to Common Shareholders	$ 161	$ 166	$ 316	$ 372
Goodyear Net Income available to Common Shareholders - Per Share of Common Stock
Basic	$ 0.58	$ 0.67	$ 1.18	$ 1.51
Weighted Average Shares Outstanding (Note 5)	275	246	266	246
Diluted	$ 0.58	$ 0.62	$ 1.15	$ 1.43
Weighted Average Shares Outstanding (Note 5)	279	278	280	276
Cash Dividends Declared Per Common Share	$ 0.06	$ 0.05	$ 0.16	$ 0.05

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Financing Arrangements and Derivative Financial Instruments Schedule of Long Term Debt (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Total long term debt excluding capital leases	$ 6,765	$ 6,173
Capital Lease Obligations	52	62
Debt and Capital Lease Obligations	6,817	6,235
Long Term Debt and Capital Leases due Within One Year	(98)	(73)
Long-term Debt and Capital Lease Obligations	6,719	6,162
6.75% Euro Notes due 2019
Debt Instrument [Line Items]
Total long term debt excluding capital leases	315	344
8.25% Notes due 2020
Debt Instrument [Line Items]
Total long term debt excluding capital leases	995	995
8.75% Notes due 2020
Debt Instrument [Line Items]
Total long term debt excluding capital leases	269	267
6.5% Notes due 2021
Debt Instrument [Line Items]
Total long term debt excluding capital leases	900	900
7% Notes due 2022
Debt Instrument [Line Items]
Total long term debt excluding capital leases	700	700
7% Notes due 2028
Debt Instrument [Line Items]
Total long term debt excluding capital leases	150	150
First Lien Revolving Credit Facility due 2017
Debt Instrument [Line Items]
Total long term debt excluding capital leases	0	0
Debt Instrument, Interest Rate at Period End	0.00%	0.00%
Second Lien Term Loan Facility due 2019
Debt Instrument [Line Items]
Total long term debt excluding capital leases	1,195	1,195
Debt Instrument, Interest Rate at Period End	4.75%	4.75%
Revolving Credit Facility due 2016
Debt Instrument [Line Items]
Total long term debt excluding capital leases	353	0
Debt Instrument, Interest Rate at Period End	2.52%	0.00%
Pan-European accounts receivable facility due 2019
Debt Instrument [Line Items]
Total long term debt excluding capital leases	348	207
Debt Instrument, Interest Rate at Period End	2.82%	3.19%
Chinese credit facilities
Debt Instrument [Line Items]
Total long term debt excluding capital leases	533	537
Debt Instrument, Interest Rate at Period End	5.89%	5.86%
Other foreign and domestic debt
Debt Instrument [Line Items]
Total long term debt excluding capital leases	$ 1,007	$ 878
Weighted average interest rate	8.38%	8.97%

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Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Current Assets:
Allowance on accounts receivable	$ 96	$ 99
Accumulated depreciation	$ 9,189	$ 9,158
Goodyear Shareholders' Equity:
Preferred stock, authorized	50,000,000	50,000,000
Mandatory convertible preferred stock, outstanding	0	10,000,000
Mandatory convertible preferred stock, liquidation preference	$ 50	$ 50
Common stock, authorized	450,000,000	450,000,000
Common stock, outstanding shares	275,000,000	248,000,000
Treasury shares	3,000,000	3,000,000

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Reclassifications out of Accumulated Other Comprehensive Loss Changes in Accumulated Other Comprehensive Loss by Component (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Changes in Accumulated Other Comprehensive Loss [Roll Forward]
Balance at beginning of period	$ (3,947)	$ (4,560)
Other comprehensive income (loss) before reclassifications	(92)	24
Amounts reclassified from accumulated other comprehensive loss	121	173
Purchase of subsidiary shares from minority interest	(1)
Balance at end of period	(3,919)	(4,363)
Foreign Currency Translation Adjustment
Changes in Accumulated Other Comprehensive Loss [Roll Forward]
Balance at beginning of period	(690)	(538)
Other comprehensive income (loss) before reclassifications	(117)	(111)
Amounts reclassified from accumulated other comprehensive loss	2	1
Purchase of subsidiary shares from minority interest	(1)
Balance at end of period	(806)	(648)
Unrecognized Net Actuarial Losses and Prior Service Costs
Changes in Accumulated Other Comprehensive Loss [Roll Forward]
Balance at beginning of period	(3,290)	(4,044)
Other comprehensive income (loss) before reclassifications	17	122
Amounts reclassified from accumulated other comprehensive loss	118	170
Purchase of subsidiary shares from minority interest	0
Balance at end of period	(3,155)	(3,752)
Deferred Derivative Gains (Losses)
Changes in Accumulated Other Comprehensive Loss [Roll Forward]
Balance at beginning of period	(1)	(4)
Other comprehensive income (loss) before reclassifications	8	1
Amounts reclassified from accumulated other comprehensive loss	1	2
Purchase of subsidiary shares from minority interest	0
Balance at end of period	8	(1)
Unrealized Investment Gains
Changes in Accumulated Other Comprehensive Loss [Roll Forward]
Balance at beginning of period	34	26
Other comprehensive income (loss) before reclassifications	0	12
Amounts reclassified from accumulated other comprehensive loss	0	0
Purchase of subsidiary shares from minority interest	0
Balance at end of period	$ 34	$ 38

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Costs Associated with Rationalization Programs (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Restructuring Reserve [Roll Forward]
Beginning Balance		$ 237
New charges		107
Reversed to the statement of operations	(4)	(5)	(11)
Incurred, net of foreign currency translation		(190)
Ending Balance		149
Associate Related Costs
Restructuring Reserve [Roll Forward]
Beginning Balance		232
New charges		65
Reversed to the statement of operations		(5)
Incurred, net of foreign currency translation		(152)
Restructuring Reserve, Translation Adjustment		(14)
Ending Balance		140
Other Exit And Noncancelable Lease Costs
Restructuring Reserve [Roll Forward]
Beginning Balance		5
New charges		42
Reversed to the statement of operations		0
Incurred, net of foreign currency translation		(38)
Restructuring Reserve, Translation Adjustment		0
Ending Balance		$ 9

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Consolidating Financial Information

9 Months Ended

Sep. 30, 2014

Consolidating Financial Information [Abstract]

CONSOLIDATING FINANCIAL INFORMATION

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 (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.

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.

	Condensed Consolidating Balance Sheet
	September 30, 2014
(In millions)	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	471	$	61	$	1,212	$	—		$	1,744
Accounts Receivable	840		249		1,932		—			3,021
Accounts Receivable From Affiliates	—		770		—		(770		)	—
Inventories	1,299		153		1,522		(50		)	2,924
Prepaid Expenses and Other Current Assets	79		9		265		5			358
Total Current Assets	2,689		1,242		4,931		(815		)	8,047
Goodwill	—		24		481		118			623
Intangible Assets	110		—		25		—			135
Deferred Income Taxes	—		20		76		9			105
Other Assets	287		101		266		—			654
Investments in Subsidiaries	4,401		412		—		(4,813		)	—
Property, Plant and Equipment	2,246		128		4,745		(27		)	7,092
Total Assets	$	9,733	$	1,927	$	10,524	$	(5,528	)	$	16,656
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	869	$	202	$	1,756	$	—		$	2,827
Accounts Payable to Affiliates	646		—		124		(770		)	—
Compensation and Benefits	372		32		370		—			774
Other Current Liabilities	314		29		696		(3		)	1,036
Notes Payable and Overdrafts	—		—		38		—			38
Long Term Debt and Capital Leases Due Within One Year	6		—		92		—			98
Total Current Liabilities	2,207		263		3,076		(773		)	4,773
Long Term Debt and Capital Leases	4,375		—		2,344		—			6,719
Compensation and Benefits	486		116		705		—			1,307
Deferred and Other Noncurrent Income Taxes	67		6		177		(7		)	243
Other Long Term Liabilities	736		31		149		—			916
Total Liabilities	7,871		416		6,451		(780		)	13,958
Commitments and Contingent Liabilities
Minority Shareholders’ Equity	—		—		398		197			595
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Common Stock	275		—		—		—			275
Other Equity	1,587		1,511		3,434		(4,945		)	1,587
Goodyear Shareholders’ Equity	1,862		1,511		3,434		(4,945		)	1,862
Minority Shareholders’ Equity — Nonredeemable	—		—		241		—			241
Total Shareholders’ Equity	1,862		1,511		3,675		(4,945		)	2,103
Total Liabilities and Shareholders’ Equity	$	9,733	$	1,927	$	10,524	$	(5,528	)	$	16,656

	Condensed Consolidating Balance Sheet
	December 31, 2013
(In millions)	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	1,269	$	94	$	1,633	$	—		$	2,996
Accounts Receivable	872		203		1,360		—			2,435
Accounts Receivable From Affiliates	—		733		—		(733		)	—
Inventories	1,099		155		1,599		(37		)	2,816
Prepaid Expenses and Other Current Assets	68		10		315		4			397
Total Current Assets	3,308		1,195		4,907		(766		)	8,644
Goodwill	—		24		517		127			668
Intangible Assets	111		—		27		—			138
Deferred Income Taxes	—		24		121		12			157
Other Assets	288		101		211		—			600
Investments in Subsidiaries	4,325		386		—		(4,711		)	—
Property, Plant and Equipment	2,242		140		4,964		(26		)	7,320
Total Assets	$	10,274	$	1,870	$	10,747	$	(5,364	)	$	17,527
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	833	$	210	$	2,054	$	—		$	3,097
Accounts Payable to Affiliates	275		—		458		(733		)	—
Compensation and Benefits	373		33		352		—			758
Other Current Liabilities	347		34		713		(11		)	1,083
Notes Payable and Overdrafts	—		—		14		—			14
Long Term Debt and Capital Leases Due Within One Year	8		—		65		—			73
Total Current Liabilities	1,836		277		3,656		(744		)	5,025
Long Term Debt and Capital Leases	4,377		—		1,785		—			6,162
Compensation and Benefits	1,613		129		931		—			2,673
Deferred and Other Noncurrent Income Taxes	65		11		188		(8		)	256
Other Long Term Liabilities	777		32		157		—			966
Total Liabilities	8,668		449		6,717		(752		)	15,082
Commitments and Contingent Liabilities
Minority Shareholders’ Equity	—		—		361		216			577
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Preferred Stock	500		—		—		—			500
Common Stock	248		—		—		—			248
Other Equity	858		1,421		3,407		(4,828		)	858
Goodyear Shareholders’ Equity	1,606		1,421		3,407		(4,828		)	1,606
Minority Shareholders’ Equity — Nonredeemable	—		—		262		—			262
Total Shareholders’ Equity	1,606		1,421		3,669		(4,828		)	1,868
Total Liabilities and Shareholders’ Equity	$	10,274	$	1,870	$	10,747	$	(5,364	)	$	17,527

	Consolidating Statements of Operations
	Three Months Ended September 30, 2014
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	1,999		$	673		$	3,338		$	(1,353	)	$	4,657
Cost of Goods Sold	1,630			604			2,669			(1,387		)	3,516
Selling, Administrative and General Expense	228			43			383			(1		)	653
Rationalizations	—			—			15			—			15
Interest Expense	83			7			33			(15		)	108
Other (Income) Expense	(14		)	(1		)	32			49			66
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	72			20			206			1			299
United States and Foreign Taxes	6			5			88			1			100
Equity in Earnings of Subsidiaries	95			21			—			(116		)	—
Net Income (Loss)	161			36			118			(116		)	199
Less: Minority Shareholders’ Net Income (Loss)	—			—			38			—			38
Goodyear Net Income (Loss) available to Common Shareholders	$	161		$	36		$	80		$	(116	)	$	161
Comprehensive Income (Loss)	$	72		$	34		$	(22	)	$	(25	)	$	59
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			4			(17		)	(13		)
Goodyear Comprehensive Income (Loss)	$	72		$	34		$	(26	)	$	(8	)	$	72

	Consolidating Statements of Operations
	Three Months Ended September 30, 2013
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Net Sales	$	2,131		$	676		$	3,246	$	(1,051	)	$	5,002
Cost of Goods Sold	1,810			605			2,620		(1,089		)	3,946
Selling, Administrative and General Expense	241			43			409		(7		)	686
Rationalizations	1			1			19		—			21
Interest Expense	82			7			28		(17		)	100
Other (Income) Expense	(77		)	(2		)	1		78			—
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	74			22			169		(16		)	249
United States and Foreign Taxes	7			7			41		(1		)	54
Equity in Earnings of Subsidiaries	106			10			—		(116		)	—
Net Income (Loss)	173			25			128		(131		)	195
Less: Minority Shareholders’ Net Income (Loss)	—			—			22		—			22
Goodyear Net Income (Loss)	173			25			106		(131		)	173
Less: Preferred Stock Dividends	7			—			—		—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	166		$	25		$	106	$	(131	)	$	166
Comprehensive Income (Loss)	$	241		$	23		$	164	$	(146	)	$	282
Less: Comprehensive Income (Loss) Attributable to Minority Interest	—			—			33		8			41
Goodyear Comprehensive Income (Loss)	$	241		$	23		$	131	$	(154	)	$	241

	Consolidating Statements of Operations
	Nine Months Ended September 30, 2014
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Net Sales	$	5,864		$	1,927		$	9,361	$	(3,370	)	$	13,782
Cost of Goods Sold	4,808			1,734			7,461		(3,437		)	10,566
Selling, Administrative and General Expense	679			126			1,219		(6		)	2,018
Rationalizations	(1		)	—			81		—			80
Interest Expense	249			20			92		(46		)	315
Other (Income) Expense	(60		)	(10		)	170		142			242
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	189			57			338		(23		)	561
United States and Foreign Taxes	15			13			139		1			168
Equity in Earnings of Subsidiaries	149			37			—		(186		)	—
Net Income (Loss)	323			81			199		(210		)	393
Less: Minority Shareholders’ Net Income (Loss)	—			—			70		—			70
Goodyear Net Income (Loss)	323			81			129		(210		)	323
Less: Preferred Stock Dividends	7			—			—		—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	316		$	81		$	129	$	(210	)	$	316
Comprehensive Income (Loss)	$	352		$	96		$	153	$	(211	)	$	390
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			57		(19		)	38
Goodyear Comprehensive Income (Loss)	$	352		$	96		$	96	$	(192	)	$	352

	Consolidating Statements of Operations
	Nine Months Ended September 30, 2013
(In millions)	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Net Sales	$	6,212		$	2,024	$	9,664	$	(3,151	)	$	14,749
Cost of Goods Sold	5,255			1,813		7,956		(3,292		)	11,732
Selling, Administrative and General Expense	695			127		1,212		(12		)	2,022
Rationalizations	6			2		33		—			41
Interest Expense	233			22		82		(50		)	287
Other (Income) Expense	(204		)	2		99		215			112
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	227			58		282		(12		)	555
United States and Foreign Taxes	14			41		100		(19		)	136
Equity in Earnings of Subsidiaries	181			—		—		(181		)	—
Net Income (Loss)	394			17		182		(174		)	419
Less: Minority Shareholders’ Net Income (Loss)	—			—		25		—			25
Goodyear Net Income (Loss)	394			17		157		(174		)	394
Less: Preferred Stock Dividends	22			—		—		—			22
Goodyear Net Income (Loss) available to Common Shareholders	$	372		$	17	$	157	$	(174	)	$	372
Comprehensive Income (Loss)	$	591		$	39	$	111	$	(122	)	$	619
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—		23		5			28
Goodyear Comprehensive Income (Loss)	$	591		$	39	$	88	$	(127	)	$	591

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Costs Associated with Rationalization Programs (Details 1) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Restructuring Cost and Reserve [Line Items]
Rationalizations (Note 2)	$ 15	$ 21	$ 80	$ 41
Asset Write-off and Accelerated Depreciation Charges	0		3
Plans Initiated In 2014
Restructuring Cost and Reserve [Line Items]
Rationalizations (Note 2)	8		18
Plans Initiated In 2014 | Associate Severance and Other Related Costs
Restructuring Cost and Reserve [Line Items]
Rationalizations (Note 2)	8		17
Plans Initiated In 2014 | Other Exit And Noncancelable Lease Costs
Restructuring Cost and Reserve [Line Items]
Rationalizations (Note 2)	0		1
Plans Initiated in 2013
Restructuring Cost and Reserve [Line Items]
Rationalizations (Note 2)	7	13	62	18
Plans Initiated in 2013 | Associate Severance and Other Related Costs
Restructuring Cost and Reserve [Line Items]
Rationalizations (Note 2)	(2)	11	43	16
Plans Initiated in 2013 | Pension Curtailment [Member]
Restructuring Cost and Reserve [Line Items]
Rationalizations (Note 2)	0		(22)
Plans Initiated in 2013 | Other Exit And Noncancelable Lease Costs
Restructuring Cost and Reserve [Line Items]
Rationalizations (Note 2)	9	2	41	2
Plans Initiated in 2012
Restructuring Cost and Reserve [Line Items]
Rationalizations (Note 2)		8		23
Plans Initiated in 2012 | Associate Severance and Other Related Costs
Restructuring Cost and Reserve [Line Items]
Rationalizations (Note 2)		3		9
Plans Initiated in 2012 | Pension Curtailment [Member]
Restructuring Cost and Reserve [Line Items]
Rationalizations (Note 2)		0		0
Plans Initiated in 2012 | Other Exit And Noncancelable Lease Costs
Restructuring Cost and Reserve [Line Items]
Rationalizations (Note 2)		5		14
Amiens Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Rationalizations (Note 2)	(2)		63
Asset Write-off and Accelerated Depreciation Charges		$ 5		$ 15

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Costs Associated with Rationalization Programs (Tables)

9 Months Ended

Sep. 30, 2014

Restructuring and Related Activities [Abstract]

Roll-forward liability

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, 2013	$	232		$	5		$	237
2014 Charges (1)	65			42			107
Reversed to the Statements of Operations	(5		)	—			(5		)
Incurred, Net of Foreign Currency Translation of $(14) million and $0 million, respectively	(152		)	(38		)	(190		)
Balance at September 30, 2014	$	140		$	9		$	149

(1) Charges in the first nine months of 2014 of $107 million exclude $22 million of pension curtailment gains recorded in Rationalizations in the Statement of Operations.

Net rationalization charges included in Income before Income Taxes.

The following table shows net rationalization charges included in Income before Income Taxes:

	Three Months Ended					Nine Months Ended
(In millions)	September 30,					September 30,
	2014			2013		2014			2013
Current Year Plans
Associate Severance and Other Related Costs	$	8		$	11	$	17		$	16
Other Exit and Non-Cancelable Lease Costs	—			2		1			2
Current Year Plans - Net Charges	$	8		$	13	$	18		$	18
Prior Year Plans
Associate Severance and Other Related Costs	$	(2	)	$	3	$	43		$	9
Pension Curtailment Gain	—			—		(22		)	—
Other Exit and Non-Cancelable Lease Costs	9			5		41			14
Prior Year Plans - Net Charges	7			8		62			23
Total Net Charges	$	15		$	21	$	80		$	41
Asset Write-off and Accelerated Depreciation Charges	$	—		$	5	$	3		$	15

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Consolidated Statements of Cash Flows (Unaudited) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$ 393	$ 419
Adjustments to Reconcile Net Income to Cash Fows from Operating Activities:
Depreciation and Amortization	553	539
Amortization and Write-Off of Debt Issuance Costs	12	13
Deferred Income Taxes	61	3
Net Pension Curtailments and Settlements	39	0
Net Rationalization Charges (Note 2)	80	41
Rationalization Payments	(169)	(60)
Net (Gains) Losses on Asset Sales (Note 3)	4	(6)
Pension Contributions and Direct Payments	(1,292)	(1,072)
Net Venezuela Currency Remeasurement Loss (Note 3)	155	115
Customer Prepayments and Government Grants	5	32
Insurance Proceeds	4	17
Changes in Operating Assets and Liabilities, Net of Asset Acquisitions and Dispositions:
Accounts Receivable	(675)	(728)
Inventories	(226)	249
Accounts Payable - Trade	(69)	(26)
Compensation and Benefits	103	215
Other Current Liabilities	(5)	(12)
Other Assets and Liabilities	88	(37)
Total Cash Flows from Operating Activities	(939)	(298)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures	(634)	(734)
Asset Dispositions (Note 3)	6	8
Decrease in Restricted Cash	6	3
Short Term Securities Acquired	(72)	(89)
Short Term Securities Redeemed	82	81
Other Transactions	7	6
Total Cash Flows from Investing Activities	(605)	(725)
CASH FLOWS FROM FINANCING ACTIVITIES:
Short Term Debt and Overdrafts Incurred	52	30
Short Term Debt and Overdrafts Paid	(24)	(89)
Long Term Debt Incurred	1,739	2,152
Long Term Debt Paid	(1,054)	(660)
Common Stock Issued	41	16
Common Stock Repurchased (Note 12)	(97)	(1)
Common Stock Dividends Paid (Note 12)	(43)	0
Preferred Stock Dividends Paid (Note 12)	(15)	(22)
Transactions with Minority Interests in Subsidiaries	(36)	(10)
Debt Related Costs and Other Transactions	0	(16)
Total Cash Flows from Financing Activities	563	1,400
Effect of Exchange Rate Changes on Cash and Cash Equivalents	(271)	(158)
Net Change in Cash and Cash Equivalents	(1,252)	219
Cash and Cash Equivalents at Beginning of the Period	2,996	2,281
Cash and Cash Equivalents at End of the Period	$ 1,744	$ 2,500

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Consolidated Statements of Comprehensive Income (Unaudited) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Statement of Comprehensive Income [Abstract]
Net Income	$ 199	$ 195	$ 393	$ 419
Other Comprehensive Income:
Foreign currency translation, net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)	(185)	39	(170)	(116)
Reclassification adjustment for amounts recognized in income, net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)	4	0	2	1
Defined benefit plans:
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $2 and $5 in 2014 ($1 and $8 in 2013)	25	54	82	174
Decrease in net actuarial losses, net of tax of $0 and $3 in 2014 ($0 and $2 in 2013)	6	0	30	124
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 2014 ($0 and $0 in 2013)	1	1	43	2
Prior service credit (cost) from plan amendments, net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)	(1)	0	(1)	0
Deferred derivative gains (losses), net of tax of $1 and $0 in 2014 ($0 and $1 in 2013)	11	(5)	10	1
Reclassification adjustment for amounts recognized in income, net of tax of $0 and $0 in 2014 ($0 and $1 in 2013)	0	1	1	2
Unrealized investment gains (losses), net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)	(1)	(3)	0	12
Other Comprehensive Income (Loss)	(140)	87	(3)	200
Comprehensive Income	59	282	390	619
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	(13)	41	38	28
Goodyear Comprehensive Income	$ 72	$ 241	$ 352	$ 591

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Stock Compensation Plans

9 Months Ended

Sep. 30, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK COMPENSATION PLANS

STOCK COMPENSATION PLANS

Our Board of Directors granted 0.7 million stock options, 0.2 million restricted stock units and0.1 million performance share units during the nine months ended September 30, 2014 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 nine months ended September 30, 2014 were $26.29 and $11.94, respectively. We estimated the fair value of the stock options using the following assumptions in our Black-Scholes model:

Expected term: 7.4 years

Interest rate: 2.11%

Volatility: 43.94%

Dividend yield: 0.76%

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 $26.32 for restricted stock units and $29.00 for performance share units granted during the nine months ended September 30, 2014.

We recognized stock-based compensation expense of $2 million and $14 million during the three and nine months ended September 30, 2014, respectively. At September 30, 2014, unearned compensation cost related to the unvested portion of all stock-based awards was approximately $29 million and is expected to be recognized over the remaining vesting period of the respective grants, through August 2018. We recognized stock-based compensation expense of $8 million and $16 million during the three and nine months ended September 30, 2013, respectively.

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Document and Entity Information	9 Months Ended
	Sep. 30, 2014
Entity Information [Line Items]
Entity Registrant Name	GOODYEAR TIRE & RUBBER CO /OH/
Entity Central Index Key	0000042582
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding	274,562,504

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Commitments and Contingent Liabilities

9 Months Ended

Sep. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENT LIABILITIES

COMMITMENTS AND CONTINGENT LIABILITIES

Environmental Matters

We have recorded liabilities totaling $47 million and $45 million at September 30, 2014 and December 31, 2013, 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 million and $11 million were included in Other Current Liabilities at September 30, 2014 and December 31, 2013, 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. 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.

Workers’ Compensation

We have recorded liabilities, on a discounted basis, totaling $312 million and $310 million for anticipated costs related to workers’ compensation at September 30, 2014 and December 31, 2013, respectively. Of these amounts, $80 million and $79 million was included in Current Liabilities as part of Compensation and Benefits at September 30, 2014 and December 31, 2013, 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 September 30, 2014 and December 31, 2013, the liability was discounted using a risk-free rate of return. At September 30, 2014, we estimate that it is reasonably possible that the liability could exceed our recorded amounts by approximately $40 million.

General and Product Liability and Other Litigation

We have recorded liabilities totaling $323 million and $305 million, including related legal fees expected to be incurred, for potential product liability and other tort claims, including asbestos claims, at September 30, 2014 and December 31, 2013, respectively. Of these amounts, $41 million and $45 million were included in Other Current Liabilities at September 30, 2014 and December 31, 2013, 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 September 30, 2014, 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.

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 109,000 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 $451 million through September 30, 2014 and $432 million through December 31, 2013.

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.

	Nine Months Ended			Year Ended
(Dollars in millions)	September 30, 2014			December 31, 2013
Pending claims, beginning of period	74,000			73,200
New claims filed	1,500			2,600
Claims settled/dismissed	(1,600		)	(1,800		)
Pending claims, end of period	73,900			74,000
Payments (1)	$	14		$	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 $150 million and $145 million at September 30, 2014 and December 31, 2013, respectively.

We recorded a receivable related to asbestos claims of $70 million and $75 million as of September 30, 2014 and December 31, 2013, respectively. We expect that approximately 50% of asbestos claim related losses will be recoverable through insurance during the ten-year period covered by the estimated liability. Of these amounts, $11 million were included in Current Assets as part of Accounts Receivable at both September 30, 2014 and December 31, 2013. The recorded receivable consists of an amount we expect to collect under coverage-in-place agreements with certain primary carriers as well as an amount we believe is probable of recovery from certain of our excess coverage insurance carriers.

We believe that, at September 30, 2014, we had approximately $160 million in limits of excess level policies potentially applicable to indemnity and defense costs for asbestos products claims. We also had coverage under certain primary policies for indemnity and defense costs for asbestos products claims under remaining aggregate limits, 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.

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 $38 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.

Greek Labor Cases

Approximately 320 former employees of a factory in Thessaloniki, Greece that was closed in 1996 sued Goodyear Dunlop Tires Hellas S.A.I.C. (“Goodyear Dunlop Greece”) seeking compensation in arrears alleging the absence of consultation prior to the closure under applicable European law. The Greek courts have issued judgments affirming Goodyear Dunlop Greece's liability to pay salaries in arrears (less incomes earned in other capacities) with respect to the 5-1/2 year period following the plant closure and permitting a reduction in the amount of that liability to the extent of severance payments previously paid to the former employees. Goodyear Dunlop Greece's remaining liability with respect to these judgments is currently estimated to be up to approximately €37 million ($47 million), which includes salaries in arrears, interest and related payroll taxes. In addition, Goodyear Dunlop Greece may be required to pay social security contributions up to €26 million ($33 million) related to any salaries in arrears it must ultimately pay. In March 2013, the former employees filed a separate claim for severance payments totaling approximately €12 million ($15 million). Goodyear Dunlop Greece has entered into settlement discussions with its former employees, the ultimate outcome of which cannot be predicted at this time. We do not expect the outcome of this matter to materially affect our future results of operations.

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.

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 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 $9 million at September 30, 2014, compared to $14 million at December 31, 2013. 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. We also generally do not require collateral in connection with the issuance of these guarantees. 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 or customer. The guarantees expire at various times through 2023. We are unable to estimate the extent to which our affiliates’, lessors’ or customers’ assets would be adequate to recover any payments made by us under the related guarantees.

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Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Other Comprehensive Income:
Tax on foreign currency translation	$ 0	$ 0	$ 0	$ 0
Tax on reclassification adjustment for amounts recognized in income	0	0	0	0
Defined benefit plans:
Tax on amortization of prior service cost and unrecognized gains and losses included in total benefit cost	2	1	5	8
Tax on decrease (increase) in net actuarial losses	0	0	3	2
Tax on immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures	0	0	0	0
Tax on prior service credit (cost) from plan amendments	0	0	0	0
Tax on deferred derivative gains (losses)	1	0	0	1
Tax on reclassification adjustment for amounts recognized in income	0	0	0	1
Tax on unrealized investment gains (losses)	$ 0	$ 0	$ 0	$ 0

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Earnings Per Share

9 Months Ended

Sep. 30, 2014

Earnings Per Share [Abstract]

EARNINGS PER SHARE

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				Nine Months Ended
	September 30,				September 30,
(In millions, except per share amounts)	2014		2013		2014		2013
Earnings per share — basic:
Goodyear net income	$	161	$	173	$	323	$	394
Less: Preferred stock dividends	—		7		7		22
Goodyear net income available to common shareholders	$	161	$	166	$	316	$	372
Weighted average shares outstanding	275		246		266		246
Earnings per common share — basic	$	0.58	$	0.67	$	1.18	$	1.51
Earnings per share — diluted:
Goodyear net income	$	161	$	173	$	323	$	394
Less: Preferred stock dividends	—		—		—		—
Goodyear net income available to common shareholders	$	161	$	173	$	323	$	394
Weighted average shares outstanding	275		246		266		246
Dilutive effect of mandatory convertible preferred stock	—		27		9		27
Dilutive effect of stock options and other dilutive securities	4		5		5		3
Weighted average shares outstanding — diluted	279		278		280		276
Earnings per common share — diluted	$	0.58	$	0.62	$	1.15	$	1.43

Weighted average shares outstanding - diluted for the three and nine months ended September 30, 2014 excludes approximately 3 million and 2 million equivalent shares, respectively, and for the three and nine months ended September 30, 2013 excludes approximately 4 million and 5 million equivalent shares, respectively, related to options with exercise prices greater than the average market price of our common shares (i.e., “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.

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Income Taxes

9 Months Ended

Sep. 30, 2014

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

For the three months ended September 30, 2014, we recorded tax expense of $100 million on income before income taxes of $299 million. For the nine months ended September 30, 2014, we recorded tax expense of $168 million on income before income taxes of $561 million. Income tax expense for both the three and nine months ended September 30, 2014 was unfavorably impacted by $47 million of discrete tax adjustments, including $37 million to establish valuation allowances on the net deferred tax assets of our Venezuelan and Brazilian subsidiaries, due to continuing operating losses and currency devaluations in Venezuela, as well as $11 million due to a recently enacted law change in Chile. For the three months ended September 30, 2013, we recorded tax expense of $54 million on income before income taxes of $249 million. For the nine months ended September 30, 2013, we recorded tax expense of $136 million on income before income taxes of $555 million. Income tax expense for the nine months ended September 30, 2013 was favorably impacted by $5 million due primarily to newly enacted law changes.

We record taxes based on overall estimated annual effective tax rates. In addition to the discrete items noted above, the differences between our effective tax rate and the U.S. statutory rate in both years were primarily attributable to the full valuation allowance on our U.S. and certain foreign deferred tax assets. In 2013, the difference between our effective tax rate and the U.S. statutory rate was also attributable to charges that are not deductible for tax purposes related to the devaluation of the bolivar fuerte in Venezuela.

At January 1, 2014, our valuation allowance on our U.S. deferred tax assets was approximately $2,400 million. Each reporting period we assess available positive and negative evidence and estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. Through 2012 our history of U.S. operating losses limited the weight we could apply to other subjective evidence such as our projections for future profitability. Recent positive evidence includes our profitable U.S. results for the last seven quarters and full funding of our hourly U.S. pension plans in January 2014, which eliminates volatility in Other Comprehensive Income. This recent positive evidence provides us the opportunity to apply greater significance to our projections in assessing the need for a valuation allowance. We believe it is reasonably possible that sufficient positive evidence will exist during the remainder of 2014 to release all or a significant portion of our valuation allowance on our U.S. deferred tax 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 deferred tax assets. However, it is reasonably possible that sufficient positive evidence required to release all, or a portion, of certain valuation allowances will exist within the next twelve months. This may result in a reduction of the valuation allowance by up to $105 million.

At January 1, 2014, we had unrecognized tax benefits of $88 million that if recognized, would have a favorable impact on our tax expense of $78 million. We had accrued interest of $16 million as of January 1, 2014. If not favorably settled, $32 million of the unrecognized tax benefits and all of the accrued interest would require the use of our cash. It is reasonably possible that our total amount of unrecognized tax benefits may change during the next twelve months. However, we do not expect these changes to have a significant impact on our financial position or results of operations.

Generally, years from 2008 onward are still open to examination by foreign taxing authorities. We are open to examination in Germany from 2006 onward and in the United States for 2013.

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Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Accounting

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 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, 2013 (the “2013 Form 10-K”).

Consolidation, Subsidiaries or Other Investments, Consolidated Entities, Policy

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 nine months ended September 30, 2014 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2014.

Recently Issued and Adopted Accounting Standards

Recently Issued Accounting Standards

In August 2014, the Financial Accounting Standards Board (“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 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 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. The standards update is effective for fiscal years beginning after December 15, 2016, and early adoption is not permitted. We are currently evaluating the impact of adopting this standards update on our consolidated financial statements.

In April 2014, the FASB issued an accounting standards update providing new guidance on 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 reported 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 standards update is effective for fiscal years beginning after December 15, 2014. We will adopt this standards update, as required, beginning with the first quarter of 2015. The adoption of this standards update affects presentation only and, as such, is not expected to have a material impact on our consolidated financial statements.

Recently Adopted Accounting Standards

Effective January 1, 2014, we adopted an accounting standards update requiring the presentation of an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. This net presentation is required unless a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset to settle any additional income tax that would result from the disallowance of the unrecognized tax benefit. The adoption of this standards update did not have a material impact on our consolidated financial statements.

Effective January 1, 2014, we adopted an accounting standards update providing guidance with respect to the release of cumulative translation adjustments into net income when a parent sells either a part or all of its investment in a foreign entity. The standards update also requires the release of cumulative translation adjustments when a company no longer holds a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity, and provides guidance for the acquisition in stages of a controlling interest in a foreign entity. The adoption of this standards update did not impact our consolidated financial statements.

Effective January 1, 2014, we adopted an accounting standards update requiring an entity to record obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. The adoption of this standards update did not impact our consolidated financial statements.

Reclassifications Policy

Reclassifications and Adjustments

Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation.

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Capital Stock (Notes)

9 Months Ended

Sep. 30, 2014

Class of Stock [Line Items]

Capital Stock [Text Block]

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 nine months of 2014, we paid cash dividends of $15 million on our mandatory convertible preferred stock. No further dividends will be paid on our preferred stock following the conversion into shares of common stock on April 1, 2014.

In the first nine months of 2014, we paid cash dividends of $43 million on our common stock. On October 6, 2014, the Board of Directors (or a duly authorized committee thereof) declared cash dividends of $0.06 per share of common stock, or approximately $16 million in the aggregate. The dividend will be paid on December 1, 2014 to stockholders of record as of the close of business on October 31, 2014. Future quarterly dividends are subject to Board approval.

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. 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 third quarter of 2014, we repurchased 1,200,000 shares at an average price, including commissions, of $24.75 per share, or $30 million in the aggregate. During the first nine months of 2014, we repurchased 3,200,000 shares at an average price, including commissions, of $26.03 per share, or $83 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 third quarter of 2014, we repurchased 114,580 shares at an average price of $26.20 per share, or $3 million in the aggregate. During the first nine months of 2014, we repurchased 536,829 shares at an average price of $26.69 per share, or $14 million in the aggregate.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2014

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

The following table presents information about assets and liabilities recorded at fair value on the Consolidated Balance Sheets at September 30, 2014 and December 31, 2013:

	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)	2014		2013		2014		2013		2014		2013		2014		2013
Assets:
Investments	$	53	$	53	$	53	$	53	$	—	$	—	$	—	$	—
Foreign Exchange Contracts	25		6		—		—		25		6		—		—
Total Assets at Fair Value	$	78	$	59	$	53	$	53	$	25	$	6	$	—	$	—
Liabilities:
Foreign Exchange Contracts	$	3	$	20	$	—	$	—	$	3	$	20	$	—	$	—
Total Liabilities at Fair Value	$	3	$	20	$	—	$	—	$	3	$	20	$	—	$	—

The following table presents supplemental fair value information about long term fixed rate and variable rate debt, excluding capital leases, at September 30, 2014 and December 31, 2013. The fair value was estimated using quoted market prices.

	September 30,		December 31,
(In millions)	2014		2013
Fixed Rate Debt:
Carrying amount — liability	$	4,157	$	4,090
Fair value — liability	4,438		4,414
Variable Rate Debt:
Carrying amount — liability	$	2,608	$	2,083
Fair value — liability	2,608		2,095

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Reclassifications out of Accumulated Other Comprehensive Loss Reclassifications out of Accumulated Other Comprehensive Income (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Reclassifications out of Accumulated Other Comprehensive Loss [Line Items]
Other (Income) Expense	$ 66	$ 0	$ 242	$ 112
Cost of Goods Sold	3,516	3,946	10,566	11,732
Tax Expense	100	54	168	136
Less: Minority Shareholders' Net Income	38	22	70	25
Goodyear Net (Income) Loss	(161)	(173)	(323)	(394)
Reclassification Out of Accumulated Other Comprehensive Income
Reclassifications out of Accumulated Other Comprehensive Loss [Line Items]
Goodyear Net (Income) Loss	30	54	121	173
Reclassification Out of Accumulated Other Comprehensive Income | Foreign Currency Translation Adjustment
Reclassifications out of Accumulated Other Comprehensive Loss [Line Items]
Other (Income) Expense	4	0	2	1
Tax Expense	0	0	0	0
Less: Minority Shareholders' Net Income	0	0	0	0
Goodyear Net (Income) Loss	4	0	2	1
Reclassification Out of Accumulated Other Comprehensive Income | Amortization of Prior Service Cost and Unrecognized Gains and Losses
Reclassifications out of Accumulated Other Comprehensive Loss [Line Items]
Total Benefit Cost	27	55	87	182
Reclassification Out of Accumulated Other Comprehensive Income | Immediate Recognition of Prior Service Cost and Unrecognized Gains and Losses Due to Curtailments, Settlements and Divestitures
Reclassifications out of Accumulated Other Comprehensive Loss [Line Items]
Total Benefit Cost	1	1	43	2
Reclassification Out of Accumulated Other Comprehensive Income | Unrecognized Net Actuarial Losses and Prior Service Costs
Reclassifications out of Accumulated Other Comprehensive Loss [Line Items]
Total Benefit Cost	28	56	130	184
Tax Expense	(2)	(1)	(5)	(8)
Less: Minority Shareholders' Net Income	(1)	(2)	(7)	(6)
Goodyear Net (Income) Loss	25	53	118	170
Reclassification Out of Accumulated Other Comprehensive Income | Deferred Derivative Gains (Losses)
Reclassifications out of Accumulated Other Comprehensive Loss [Line Items]
Cost of Goods Sold	0	1	1	3
Tax Expense	0	0	0	(1)
Less: Minority Shareholders' Net Income	1	0	0	0
Goodyear Net (Income) Loss	$ 1	$ 1	$ 1	$ 2

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Business Segments

9 Months Ended

Sep. 30, 2014

Segment Reporting [Abstract]

BUSINESS SEGMENTS

BUSINESS SEGMENTS

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
(In millions)	2014			2013		2014		2013
Sales:
North America	$	2,057		$	2,186	$	5,980	$	6,553
Europe, Middle East and Africa	1,618			1,752		4,874		4,936
Latin America	451			527		1,362		1,571
Asia Pacific	531			537		1,566		1,689
Net Sales	$	4,657		$	5,002	$	13,782	$	14,749
Segment Operating Income:
North America	$	210		$	161	$	574	$	492
Europe, Middle East and Africa	181			115		408		197
Latin America	49			89		150		231
Asia Pacific	80			66		221		241
Total Segment Operating Income	520			431		1,353		1,161
Less:
Rationalizations	15			21		80		41
Interest expense	108			100		315		287
Other expense	66			—		242		112
Asset write-offs and accelerated depreciation	—			5		3		15
Corporate incentive compensation plans	23			34		69		79
Pension curtailments/settlements	—			—		33		—
Intercompany profit elimination	(5		)	5		4		5
Retained expenses of divested operations	4			7		11		17
Other (1)	10			10		35		50
Income before Income Taxes	$	299		$	249	$	561	$	555

(1) For the three and nine months ended September 30, 2014, Other includes the elimination of $6 million and $18 million, respectively, of royalty income attributable to the strategic business units, compared to $7 million and $30 million, respectively, for the three and nine months ended September 30, 2013.

Substantially all of the pension curtailment charges of $33 million for the nine months ended September 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, as described in Note 2, Costs Associated with Rationalization Programs; net (gains) losses on asset sales; and asset write-offs and accelerated depreciation are not (credited) charged to the SBUs for performance evaluation purposes, but were attributable to the SBUs as follows:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
(In millions)	2014		2013			2014			2013
Rationalizations:
North America	$	—	$	1		$	(1	)	$	8
Europe, Middle East and Africa	11		9			69			15
Latin America	2		2			3			4
Asia Pacific	2		9			9			14
Total Segment Rationalizations	$	15	$	21		$	80		$	41
Net (Gains) Losses on Asset Sales:
North America	$	—	$	(2	)	$	(1	)	$	(4	)
Europe, Middle East and Africa	7		—			7			2
Asia Pacific	—		(1		)	—			(4		)
Total Segment Asset Sales	$	7	$	(3	)	$	6		$	(6	)
Corporate	—		—			(2		)	—
	$	7	$	(3	)	$	4		$	(6	)

Asset Write-offs and Accelerated Depreciation:
Europe, Middle East and Africa	$	—	$	5	$	3	$	15
Total Segment Asset Write-offs and Accelerated Depreciation	$	—	$	5	$	3	$	15

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Financing Arrangements and Derivative Financial Instruments

9 Months Ended

Sep. 30, 2014

Financing Arrangements and Derivative Financial Instruments [Abstract]

FINANCING ARRANGEMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS

FINANCING ARRANGEMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS

At September 30, 2014, we had total credit arrangements of $9,165 million, of which $1,982 million were unused. At that date, 38% of our debt was at variable interest rates averaging 5.40%.

Notes Payable and Overdrafts, Long Term Debt and Capital Leases due Within One Year and Short Term Financing Arrangements

At September 30, 2014, we had short term committed and uncommitted credit arrangements totaling $453 million, of which $415 million were unused. These arrangements are available primarily to certain of our foreign subsidiaries through various banks at quoted market interest rates.

The following table presents amounts due within one year:

	September 30,			December 31,
(In millions)	2014			2013
Notes payable and overdrafts	$	38		$	14
Weighted average interest rate	9.85		%	3.40		%
Long term debt and capital leases due within one year
Other domestic and international debt (including capital leases)	$	98		$	73
Weighted average interest rate	8.54		%	6.91		%
Total obligations due within one year	$	136		$	87

Long Term Debt and Capital Leases and Financing Arrangements

At September 30, 2014, we had long term credit arrangements totaling $8,712 million, of which $1,567 million were unused.

The following table presents long term debt and capital leases, net of unamortized discounts, and interest rates:

	September 30, 2014					December 31, 2013
				Interest					Interest
(In millions)	Amount			Rate		Amount			Rate
Notes:
6.75% Euro Notes due 2019	$	315				$	344
8.25% due 2020	995					995
8.75% due 2020	269					267
6.5% due 2021	900					900
7% due 2022	700					700
7% due 2028	150					150
Credit Facilities:
$2.0 billion first lien revolving credit facility due 2017	—			—		—			—
$1.2 billion second lien term loan facility due 2019	1,195			4.75	%	1,195			4.75	%
€400 million revolving credit facility due 2016	353			2.52	%	—			—
Pan-European accounts receivable facility	348			2.82	%	207			3.19	%
Chinese credit facilities	533			5.89	%	537			5.86	%
Other foreign and domestic debt(1)	1,007			8.38	%	878			8.97	%
	6,765					6,173
Capital lease obligations	52					62
	6,817					6,235
Less portion due within one year	(98		)			(73		)
	$	6,719				$	6,162

________________________________

(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 America Headquarters.

CREDIT FACILITIES

$2.0 billion Amended and Restated First Lien Revolving Credit Facility due 2017

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 eligible accounts receivable and inventory of The Goodyear Tire & Rubber Company and certain of its U.S. and Canadian subsidiaries. To the extent that our eligible accounts receivable and inventory decline, our borrowing base will decrease and the availability under the facility may decrease below $2.0 billion. As of September 30, 2014, our borrowing base, and therefore our availability, under this facility was $437 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 financial condition since December 31, 2011. The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.

At September 30, 2014 and December 31, 2013, there were no borrowings outstanding under the first lien revolving credit facility. Letters of credit issued totaled $377 million at September 30, 2014 and $375 million at December 31, 2013.

$1.2 billion Amended and Restated Second Lien Term Loan Facility due 2019

Our obligations under our amended and restated 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 375 basis points, subject to a minimum LIBOR rate of 100 basis points.

At September 30, 2014 and December 31, 2013, this facility was fully drawn.

€400 million Amended and Restated Senior Secured European Revolving Credit Facility due 2016

Our amended and restated €400 million European revolving credit facility consists of (i) a €100 million German tranche that is available only to Goodyear Dunlop Tires Germany GmbH (the “German borrower”) and (ii) a €300 million all-borrower tranche that is available to Goodyear Dunlop Tires Europe B.V. (“GDTE"), the German borrower and certain of GDTE's other subsidiaries. Up to €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 250 basis points for loans denominated in U.S. dollars or pounds sterling and EURIBOR plus 250 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. 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 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 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 financial condition since December 31, 2010. The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.

At September 30, 2014, the amounts outstanding under the German and all-borrower tranche were $126 million (€100 million) and $227 million (€180 million), respectively. At December 31, 2013, there were no borrowings outstanding under the revolving credit facility. Letters of credit issued under the all-borrower tranche totaled $4 million (€3 million) at September 30, 2014 and $5 million (€3 million) at December 31, 2013.

Accounts Receivable Securitization Facilities (On-Balance Sheet)

On September 25, 2014, GDTE and certain other of our European subsidiaries amended and restated the definitive agreements for our pan-European accounts receivable securitization facility. The most significant changes to the facility are an extension of the term through 2019 and 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. Until October 17, 2014, the maximum amount of the facility was €450 million, and from October 17, 2014 to October 15, 2015, the designated maximum amount of the facility is €380 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.

At September 30, 2014, the amounts available and utilized under this program totaled $348 million (€276 million). At December 31, 2013, the amounts available and utilized under this program totaled $386 million (€280 million) and $207 million (€150 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 up to $74 million (85 million Australian dollars) of funding. At September 30, 2014, the amounts available and utilized under this program were $45 million. At December 31, 2013, the amounts available and utilized under this program were $76 million and $18 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.

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, Financing Arrangements and Derivative Financial Instruments, in our 2013 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 September 30, 2014, the gross amount of receivables sold was $306 million, compared to $301 million at December 31, 2013.

Chinese Credit Facilities

A Chinese subsidiary has several financing arrangements in China. At September 30, 2014, these non-revolving credit facilities were fully drawn. There were $533 million and $537 million of borrowings outstanding under these facilities at September 30, 2014 and December 31, 2013, respectively. The facilities ultimately mature in 2020 and principal amortization begins 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. Restricted cash related to funds obtained under these credit facilities was $5 million and $11 million at September 30, 2014 and December 31, 2013, respectively. These facilities can only be used to finance the relocation and expansion of our manufacturing facility in China.

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 will 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, among other things, 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 fair values for foreign currency contracts not designated as hedging instruments:

	September 30,			December 31,
(In millions)	2014			2013
Fair Values — asset (liability):
Accounts receivable	$	17		$	3
Other current liabilities	(3		)	(17		)

At September 30, 2014 and December 31, 2013, these outstanding foreign currency derivatives had notional amounts of $761 million and $1,231 million, respectively, and were primarily related to intercompany loans. Other Expense included net transaction gains of $38 million and $33 million for the three and nine months ended September 30, 2014, respectively, compared to net transaction losses of $28 million and $21 million for the three and nine months ended September 30, 2013, respectively. These amounts were substantially offset in Other 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:

	September 30,		December 31,
(In millions)	2014		2013
Fair Values — asset (liability):
Accounts receivable	$	8	$	3
Other current liabilities	—		(3		)

At September 30, 2014 and December 31, 2013, these outstanding foreign currency derivatives had notional amounts of $149 million and $171 million, respectively, and primarily related to 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.

The following table presents information related to foreign currency contracts designated as cash flow hedging instruments (before tax and minority):

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
(In millions) (Income) Expense	2014			2013		2014			2013
Amounts deferred to Accumulated Other Comprehensive Loss ("AOCL")	$	(12	)	$	5	$	(10	)	$	(2	)
Amount of deferred (gain) loss reclassified from AOCL into CGS	—			1		1			3
Amounts excluded from effectiveness testing	—			—		1			—

The estimated amount of deferred gains at September 30, 2014 that is expected to be reclassified to earnings within the next twelve months is $8 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.

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Pension, Savings and Other Postretirement Benefit Plans

9 Months Ended

Sep. 30, 2014

Compensation and Retirement Disclosure [Abstract]

PENSION, SAVINGS AND OTHER POSTRETIREMENT BENEFIT PLANS

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.
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In millions)	2014			2013			2014			2013
Service cost — benefits earned during the period	$	1		$	11		$	14		$	34
Interest cost on projected benefit obligation	64			61			192			182
Expected return on plan assets	(77		)	(84		)	(234		)	(252		)
Amortization of: — prior service cost	—			4			1			13
— net losses	27			51			87			154
Net periodic pension cost	15			43			60			131
Net curtailments/settlements/termination benefits	—			—			32			—
Total defined benefit pension cost	$	15		$	43		$	92		$	131

	Non-U.S.						Non-U.S.
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In millions)	2014			2013			2014			2013
Service cost — benefits earned during the period	$	8		$	10		$	26		$	30
Interest cost on projected benefit obligation	32			32			100			97
Expected return on plan assets	(29		)	(27		)	(90		)	(83		)
Amortization of: — prior service cost	1			—			1			1
— net losses	9			7			27			37
Net periodic pension cost	21			22			64			82
Net curtailments/settlements/termination benefits	—			2			(14		)	4
Total defined benefit pension cost	$	21		$	24		$	50		$	86

During the first quarter of 2014, we made contributions of $1,167 million, including discretionary contributions of $907 million, to fully fund our hourly U.S. pension plans. As a result, and 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. Following these contributions, we changed our target asset allocation for these plans to a portfolio of substantially all fixed income securities designed to offset the future impact of discount rate movements on the plans' funded status.

Due to the accrual freeze and change in target asset allocation, we were required to remeasure the benefit obligations and assets of the hourly U.S. pension plans at January 31, 2014, which resulted in an increase to net actuarial losses included in AOCL of $31 million. The weighted average discount rate used to measure the benefit obligations of the hourly U.S. pension plans at January 31, 2014 was 4.32% as compared to 4.51% at December 31, 2013. As a result of the change in target asset allocation for the hourly U.S. pension plans, the expected annual long term return on plan assets for the hourly U.S. pension plans is 5.25% as of February 1, 2014.

As a result of the announcement of accrual freezes to pension plans related to our North America SBU, we recognized curtailment charges of $33 million in the first quarter of 2014.

During the first quarter of 2014, 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 million. As a result of these transactions we were required to remeasure the benefit obligations and assets of these plans at January 31, 2014. This resulted in a reduction to net actuarial losses included in AOCL of $51 million.

In the first quarter of 2014, we ceased production at one of our manufacturing facilities in Amiens, France and recorded curtailment gains of $22 million for the nine months ended September 30, 2014, which is 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 $1.3 billion to our funded U.S. and non-U.S. pension plans in 2014, including our first quarter 2014 U.S. pension contributions of $1,167 million. For the nine months ended September 30, 2014, we contributed $1,167 million to our U.S. plans, all of which was contributed in the first quarter. For the three and nine months ended September 30, 2014, we contributed $26 million and $98 million, respectively, to our non-U.S. plans.

The expense recognized for our contributions to defined contribution savings plans for the three months ended September 30, 2014 and 2013 was $30 million and $34 million, respectively, and $85 million and $83 million, for the nine months ended September 30, 2014 and 2013, respectively. Expense recognized for the three and nine months ended September 30, 2013 includes a one-time contribution of $13 million related to our USW agreement.

We 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 September 30, 2014 and 2013 was $(4) million and $(3) million, respectively, and $(11) million and $(7) million for the nine months ended September 30, 2014 and 2013, respectively.

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Consolidating Financial Information (Details 2) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash Flows from Operating Activities:
Total Cash Flows from Operating Activities	$ (939)	$ (298)
Cash Flows from Investing Activities:
Capital Expenditures	(634)	(734)
Asset Dispositions	6	8
Decrease (Increase) in Restricted Cash	6	3
Short Term Securities Acquired	(72)	(89)
Short Term Securities Redeemed	82	81
Capital Contributions and Loans Incurred	0	0
Capital Redemptions and Loans Paid	0	0
Other Transactions	7	6
Total Cash Flows from Investing Activities	(605)	(725)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	52	30
Short Term Debt and Overdrafts Paid	(24)	(89)
Long Term Debt Incurred	1,739	2,152
Long Term Debt Paid	(1,054)	(660)
Common Stock Issued	41	16
Common Stock Repurchased	(97)	(1)
Common Stock Dividends Paid	(43)	0
Preferred Stock Dividends Paid	(15)	(22)
Capital Contributions and Loans Incurred	0	0
Capital Redemptions and Loans Paid	0	0
Intercompany Dividends Paid	0	0
Transactions with Minority Interests in Subsidiaries	(36)	(10)
Debt Related Costs and Other Transactions	0	(16)
Total Cash Flows from Financing Activities	563	1,400
Effect of Exchange Rate Changes on Cash and Cash Equivalents	(271)	(158)
Net Change in Cash and Cash Equivalents	(1,252)	219
Cash and Cash Equivalents at Beginning of the Period	2,996	2,281
Cash and Cash Equivalents at End of the Period	1,744	2,500
Parent Company
Cash Flows from Operating Activities:
Total Cash Flows from Operating Activities	(957)	(362)
Cash Flows from Investing Activities:
Capital Expenditures	(203)	(132)
Asset Dispositions	2	2
Decrease (Increase) in Restricted Cash	0	0
Short Term Securities Acquired	0	0
Short Term Securities Redeemed	0	0
Capital Contributions and Loans Incurred	(211)	(61)
Capital Redemptions and Loans Paid	459	214
Other Transactions	1	0
Total Cash Flows from Investing Activities	48	23
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	23	0
Short Term Debt and Overdrafts Paid	0	(53)
Long Term Debt Incurred	501	900
Long Term Debt Paid	(507)	(8)
Common Stock Issued	41	16
Common Stock Repurchased	(97)	(1)
Common Stock Dividends Paid	(43)	0
Preferred Stock Dividends Paid	(15)	(22)
Capital Contributions and Loans Incurred	452	170
Capital Redemptions and Loans Paid	(244)	(364)
Intercompany Dividends Paid	0	0
Transactions with Minority Interests in Subsidiaries	0	0
Debt Related Costs and Other Transactions	0	(16)
Total Cash Flows from Financing Activities	111	622
Effect of Exchange Rate Changes on Cash and Cash Equivalents	0	0
Net Change in Cash and Cash Equivalents	(798)	283
Cash and Cash Equivalents at Beginning of the Period	1,269	802
Cash and Cash Equivalents at End of the Period	471	1,085
Guarantor Subsidiaries
Cash Flows from Operating Activities:
Total Cash Flows from Operating Activities	(11)	(34)
Cash Flows from Investing Activities:
Capital Expenditures	(14)	(12)
Asset Dispositions	1	0
Decrease (Increase) in Restricted Cash	0	0
Short Term Securities Acquired	0	0
Short Term Securities Redeemed	0	0
Capital Contributions and Loans Incurred	0	0
Capital Redemptions and Loans Paid	0	0
Other Transactions	0	0
Total Cash Flows from Investing Activities	(13)	(12)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	0	(11)
Short Term Debt and Overdrafts Paid	(6)	0
Long Term Debt Incurred	0	0
Long Term Debt Paid	0	0
Common Stock Issued	0	0
Common Stock Repurchased	0	0
Common Stock Dividends Paid	0	0
Preferred Stock Dividends Paid	0	0
Capital Contributions and Loans Incurred	0	58
Capital Redemptions and Loans Paid	0	0
Intercompany Dividends Paid	0	0
Transactions with Minority Interests in Subsidiaries	0	0
Debt Related Costs and Other Transactions	0	0
Total Cash Flows from Financing Activities	(6)	47
Effect of Exchange Rate Changes on Cash and Cash Equivalents	(3)	(2)
Net Change in Cash and Cash Equivalents	(33)	(1)
Cash and Cash Equivalents at Beginning of the Period	94	68
Cash and Cash Equivalents at End of the Period	61	67
Non-Guarantor Subsidiaries
Cash Flows from Operating Activities:
Total Cash Flows from Operating Activities	71	135
Cash Flows from Investing Activities:
Capital Expenditures	(420)	(600)
Asset Dispositions	3	6
Decrease (Increase) in Restricted Cash	6	3
Short Term Securities Acquired	(72)	(89)
Short Term Securities Redeemed	82	81
Capital Contributions and Loans Incurred	(452)	(170)
Capital Redemptions and Loans Paid	244	364
Other Transactions	6	6
Total Cash Flows from Investing Activities	(603)	(399)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	52	94
Short Term Debt and Overdrafts Paid	(41)	(89)
Long Term Debt Incurred	1,238	1,252
Long Term Debt Paid	(547)	(652)
Common Stock Issued	0	0
Common Stock Repurchased	0	0
Common Stock Dividends Paid	0	0
Preferred Stock Dividends Paid	0	0
Capital Contributions and Loans Incurred	211	3
Capital Redemptions and Loans Paid	(459)	(214)
Intercompany Dividends Paid	(39)	(27)
Transactions with Minority Interests in Subsidiaries	(36)	(10)
Debt Related Costs and Other Transactions	0	0
Total Cash Flows from Financing Activities	379	357
Effect of Exchange Rate Changes on Cash and Cash Equivalents	(268)	(156)
Net Change in Cash and Cash Equivalents	(421)	(63)
Cash and Cash Equivalents at Beginning of the Period	1,633	1,411
Cash and Cash Equivalents at End of the Period	1,212	1,348
Consolidating Entries and Eliminations
Cash Flows from Operating Activities:
Total Cash Flows from Operating Activities	(42)	(37)
Cash Flows from Investing Activities:
Capital Expenditures	3	10
Asset Dispositions	0	0
Decrease (Increase) in Restricted Cash	0	0
Short Term Securities Acquired	0	0
Short Term Securities Redeemed	0	0
Capital Contributions and Loans Incurred	663	231
Capital Redemptions and Loans Paid	(703)	(578)
Other Transactions	0	0
Total Cash Flows from Investing Activities	(37)	(337)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	(23)	(53)
Short Term Debt and Overdrafts Paid	23	53
Long Term Debt Incurred	0	0
Long Term Debt Paid	0	0
Common Stock Issued	0	0
Common Stock Repurchased	0	0
Common Stock Dividends Paid	0	0
Preferred Stock Dividends Paid	0	0
Capital Contributions and Loans Incurred	(663)	(231)
Capital Redemptions and Loans Paid	703	578
Intercompany Dividends Paid	39	27
Transactions with Minority Interests in Subsidiaries	0	0
Debt Related Costs and Other Transactions	0	0
Total Cash Flows from Financing Activities	79	374
Effect of Exchange Rate Changes on Cash and Cash Equivalents	0	0
Net Change in Cash and Cash Equivalents	0	0
Cash and Cash Equivalents at Beginning of the Period	0	0
Cash and Cash Equivalents at End of the Period	$ 0	$ 0

XML

Consolidating Financial Information (Details 1) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Consolidating Statement of Operations
Net Sales	$ 4,657	$ 5,002	$ 13,782	$ 14,749
Cost of Goods Sold	3,516	3,946	10,566	11,732
Selling, Administrative and General Expense	653	686	2,018	2,022
Rationalizations	15	21	80	41
Interest Expense	108	100	315	287
Other (Income) Expense	66	0	242	112
Income before Income Taxes	299	249	561	555
United States and Foreign Taxes	100	54	168	136
Equity in Earnings of Subsidiaries	0	0	0	0
Net Income	199	195	393	419
Less: Minority Shareholders' Net Income (Loss)	38	22	70	25
Goodyear Net Income (Loss)	161	173	323	394
Less: Preferred Stock Dividends	0	7	7	22
Goodyear Net Income (Loss) Available to Common Shareholders	161	166	316	372
Comprehensive Income (Loss)	59	282	390	619
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	(13)	41	38	28
Goodyear Comprehensive Income (Loss)	72	241	352	591
Parent Company
Consolidating Statement of Operations
Net Sales	1,999	2,131	5,864	6,212
Cost of Goods Sold	1,630	1,810	4,808	5,255
Selling, Administrative and General Expense	228	241	679	695
Rationalizations	0	1	(1)	6
Interest Expense	83	82	249	233
Other (Income) Expense	(14)	(77)	(60)	(204)
Income before Income Taxes	72	74	189	227
United States and Foreign Taxes	6	7	15	14
Equity in Earnings of Subsidiaries	95	106	149	181
Net Income	161	173	323	394
Less: Minority Shareholders' Net Income (Loss)	0	0	0	0
Goodyear Net Income (Loss)		173	323	394
Less: Preferred Stock Dividends		7	7	22
Goodyear Net Income (Loss) Available to Common Shareholders	161	166	316	372
Comprehensive Income (Loss)	72	241	352	591
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	0	0	0	0
Goodyear Comprehensive Income (Loss)	72	241	352	591
Guarantor Subsidiaries
Consolidating Statement of Operations
Net Sales	673	676	1,927	2,024
Cost of Goods Sold	604	605	1,734	1,813
Selling, Administrative and General Expense	43	43	126	127
Rationalizations	0	1	0	2
Interest Expense	7	7	20	22
Other (Income) Expense	(1)	(2)	(10)	2
Income before Income Taxes	20	22	57	58
United States and Foreign Taxes	5	7	13	41
Equity in Earnings of Subsidiaries	21	10	37	0
Net Income	36	25	81	17
Less: Minority Shareholders' Net Income (Loss)	0	0	0	0
Goodyear Net Income (Loss)		25	81	17
Less: Preferred Stock Dividends		0	0	0
Goodyear Net Income (Loss) Available to Common Shareholders	36	25	81	17
Comprehensive Income (Loss)	34	23	96	39
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	0	0	0	0
Goodyear Comprehensive Income (Loss)	34	23	96	39
Non-Guarantor Subsidiaries
Consolidating Statement of Operations
Net Sales	3,338	3,246	9,361	9,664
Cost of Goods Sold	2,669	2,620	7,461	7,956
Selling, Administrative and General Expense	383	409	1,219	1,212
Rationalizations	15	19	81	33
Interest Expense	33	28	92	82
Other (Income) Expense	32	1	170	99
Income before Income Taxes	206	169	338	282
United States and Foreign Taxes	88	41	139	100
Equity in Earnings of Subsidiaries	0	0	0	0
Net Income	118	128	199	182
Less: Minority Shareholders' Net Income (Loss)	38	22	70	25
Goodyear Net Income (Loss)		106	129	157
Less: Preferred Stock Dividends		0	0	0
Goodyear Net Income (Loss) Available to Common Shareholders	80	106	129	157
Comprehensive Income (Loss)	(22)	164	153	111
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	4	33	57	23
Goodyear Comprehensive Income (Loss)	(26)	131	96	88
Consolidating Entries and Eliminations
Consolidating Statement of Operations
Net Sales	(1,353)	(1,051)	(3,370)	(3,151)
Cost of Goods Sold	(1,387)	(1,089)	(3,437)	(3,292)
Selling, Administrative and General Expense	(1)	(7)	(6)	(12)
Rationalizations	0	0	0	0
Interest Expense	(15)	(17)	(46)	(50)
Other (Income) Expense	49	78	142	215
Income before Income Taxes	1	(16)	(23)	(12)
United States and Foreign Taxes	1	(1)	1	(19)
Equity in Earnings of Subsidiaries	(116)	(116)	(186)	(181)
Net Income	(116)	(131)	(210)	(174)
Less: Minority Shareholders' Net Income (Loss)	0	0	0	0
Goodyear Net Income (Loss)		(131)	(210)	(174)
Less: Preferred Stock Dividends		0	0	0
Goodyear Net Income (Loss) Available to Common Shareholders	(116)	(131)	(210)	(174)
Comprehensive Income (Loss)	(25)	(146)	(211)	(122)
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	(17)	8	(19)	5
Goodyear Comprehensive Income (Loss)	$ (8)	$ (154)	$ (192)	$ (127)

XML

Consolidating Financial Information (Tables)

9 Months Ended

Sep. 30, 2014

Consolidating Financial Information [Abstract]

Consolidating Balance Sheet

	Condensed Consolidating Balance Sheet
	September 30, 2014
(In millions)	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	471	$	61	$	1,212	$	—		$	1,744
Accounts Receivable	840		249		1,932		—			3,021
Accounts Receivable From Affiliates	—		770		—		(770		)	—
Inventories	1,299		153		1,522		(50		)	2,924
Prepaid Expenses and Other Current Assets	79		9		265		5			358
Total Current Assets	2,689		1,242		4,931		(815		)	8,047
Goodwill	—		24		481		118			623
Intangible Assets	110		—		25		—			135
Deferred Income Taxes	—		20		76		9			105
Other Assets	287		101		266		—			654
Investments in Subsidiaries	4,401		412		—		(4,813		)	—
Property, Plant and Equipment	2,246		128		4,745		(27		)	7,092
Total Assets	$	9,733	$	1,927	$	10,524	$	(5,528	)	$	16,656
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	869	$	202	$	1,756	$	—		$	2,827
Accounts Payable to Affiliates	646		—		124		(770		)	—
Compensation and Benefits	372		32		370		—			774
Other Current Liabilities	314		29		696		(3		)	1,036
Notes Payable and Overdrafts	—		—		38		—			38
Long Term Debt and Capital Leases Due Within One Year	6		—		92		—			98
Total Current Liabilities	2,207		263		3,076		(773		)	4,773
Long Term Debt and Capital Leases	4,375		—		2,344		—			6,719
Compensation and Benefits	486		116		705		—			1,307
Deferred and Other Noncurrent Income Taxes	67		6		177		(7		)	243
Other Long Term Liabilities	736		31		149		—			916
Total Liabilities	7,871		416		6,451		(780		)	13,958
Commitments and Contingent Liabilities
Minority Shareholders’ Equity	—		—		398		197			595
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Common Stock	275		—		—		—			275
Other Equity	1,587		1,511		3,434		(4,945		)	1,587
Goodyear Shareholders’ Equity	1,862		1,511		3,434		(4,945		)	1,862
Minority Shareholders’ Equity — Nonredeemable	—		—		241		—			241
Total Shareholders’ Equity	1,862		1,511		3,675		(4,945		)	2,103
Total Liabilities and Shareholders’ Equity	$	9,733	$	1,927	$	10,524	$	(5,528	)	$	16,656

	Condensed Consolidating Balance Sheet
	December 31, 2013
(In millions)	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents	$	1,269	$	94	$	1,633	$	—		$	2,996
Accounts Receivable	872		203		1,360		—			2,435
Accounts Receivable From Affiliates	—		733		—		(733		)	—
Inventories	1,099		155		1,599		(37		)	2,816
Prepaid Expenses and Other Current Assets	68		10		315		4			397
Total Current Assets	3,308		1,195		4,907		(766		)	8,644
Goodwill	—		24		517		127			668
Intangible Assets	111		—		27		—			138
Deferred Income Taxes	—		24		121		12			157
Other Assets	288		101		211		—			600
Investments in Subsidiaries	4,325		386		—		(4,711		)	—
Property, Plant and Equipment	2,242		140		4,964		(26		)	7,320
Total Assets	$	10,274	$	1,870	$	10,747	$	(5,364	)	$	17,527
Liabilities:
Current Liabilities:
Accounts Payable-Trade	$	833	$	210	$	2,054	$	—		$	3,097
Accounts Payable to Affiliates	275		—		458		(733		)	—
Compensation and Benefits	373		33		352		—			758
Other Current Liabilities	347		34		713		(11		)	1,083
Notes Payable and Overdrafts	—		—		14		—			14
Long Term Debt and Capital Leases Due Within One Year	8		—		65		—			73
Total Current Liabilities	1,836		277		3,656		(744		)	5,025
Long Term Debt and Capital Leases	4,377		—		1,785		—			6,162
Compensation and Benefits	1,613		129		931		—			2,673
Deferred and Other Noncurrent Income Taxes	65		11		188		(8		)	256
Other Long Term Liabilities	777		32		157		—			966
Total Liabilities	8,668		449		6,717		(752		)	15,082
Commitments and Contingent Liabilities
Minority Shareholders’ Equity	—		—		361		216			577
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Preferred Stock	500		—		—		—			500
Common Stock	248		—		—		—			248
Other Equity	858		1,421		3,407		(4,828		)	858
Goodyear Shareholders’ Equity	1,606		1,421		3,407		(4,828		)	1,606
Minority Shareholders’ Equity — Nonredeemable	—		—		262		—			262
Total Shareholders’ Equity	1,606		1,421		3,669		(4,828		)	1,868
Total Liabilities and Shareholders’ Equity	$	10,274	$	1,870	$	10,747	$	(5,364	)	$	17,527

Consolidating Statement of Operations

	Consolidating Statements of Operations
	Three Months Ended September 30, 2014
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries and Eliminations			Consolidated
Net Sales	$	1,999		$	673		$	3,338		$	(1,353	)	$	4,657
Cost of Goods Sold	1,630			604			2,669			(1,387		)	3,516
Selling, Administrative and General Expense	228			43			383			(1		)	653
Rationalizations	—			—			15			—			15
Interest Expense	83			7			33			(15		)	108
Other (Income) Expense	(14		)	(1		)	32			49			66
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	72			20			206			1			299
United States and Foreign Taxes	6			5			88			1			100
Equity in Earnings of Subsidiaries	95			21			—			(116		)	—
Net Income (Loss)	161			36			118			(116		)	199
Less: Minority Shareholders’ Net Income (Loss)	—			—			38			—			38
Goodyear Net Income (Loss) available to Common Shareholders	$	161		$	36		$	80		$	(116	)	$	161
Comprehensive Income (Loss)	$	72		$	34		$	(22	)	$	(25	)	$	59
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			4			(17		)	(13		)
Goodyear Comprehensive Income (Loss)	$	72		$	34		$	(26	)	$	(8	)	$	72

	Consolidating Statements of Operations
	Three Months Ended September 30, 2013
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Net Sales	$	2,131		$	676		$	3,246	$	(1,051	)	$	5,002
Cost of Goods Sold	1,810			605			2,620		(1,089		)	3,946
Selling, Administrative and General Expense	241			43			409		(7		)	686
Rationalizations	1			1			19		—			21
Interest Expense	82			7			28		(17		)	100
Other (Income) Expense	(77		)	(2		)	1		78			—
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	74			22			169		(16		)	249
United States and Foreign Taxes	7			7			41		(1		)	54
Equity in Earnings of Subsidiaries	106			10			—		(116		)	—
Net Income (Loss)	173			25			128		(131		)	195
Less: Minority Shareholders’ Net Income (Loss)	—			—			22		—			22
Goodyear Net Income (Loss)	173			25			106		(131		)	173
Less: Preferred Stock Dividends	7			—			—		—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	166		$	25		$	106	$	(131	)	$	166
Comprehensive Income (Loss)	$	241		$	23		$	164	$	(146	)	$	282
Less: Comprehensive Income (Loss) Attributable to Minority Interest	—			—			33		8			41
Goodyear Comprehensive Income (Loss)	$	241		$	23		$	131	$	(154	)	$	241

	Consolidating Statements of Operations
	Nine Months Ended September 30, 2014
(In millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Net Sales	$	5,864		$	1,927		$	9,361	$	(3,370	)	$	13,782
Cost of Goods Sold	4,808			1,734			7,461		(3,437		)	10,566
Selling, Administrative and General Expense	679			126			1,219		(6		)	2,018
Rationalizations	(1		)	—			81		—			80
Interest Expense	249			20			92		(46		)	315
Other (Income) Expense	(60		)	(10		)	170		142			242
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	189			57			338		(23		)	561
United States and Foreign Taxes	15			13			139		1			168
Equity in Earnings of Subsidiaries	149			37			—		(186		)	—
Net Income (Loss)	323			81			199		(210		)	393
Less: Minority Shareholders’ Net Income (Loss)	—			—			70		—			70
Goodyear Net Income (Loss)	323			81			129		(210		)	323
Less: Preferred Stock Dividends	7			—			—		—			7
Goodyear Net Income (Loss) available to Common Shareholders	$	316		$	81		$	129	$	(210	)	$	316
Comprehensive Income (Loss)	$	352		$	96		$	153	$	(211	)	$	390
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—			57		(19		)	38
Goodyear Comprehensive Income (Loss)	$	352		$	96		$	96	$	(192	)	$	352

	Consolidating Statements of Operations
	Nine Months Ended September 30, 2013
(In millions)	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Entries and Eliminations			Consolidated
Net Sales	$	6,212		$	2,024	$	9,664	$	(3,151	)	$	14,749
Cost of Goods Sold	5,255			1,813		7,956		(3,292		)	11,732
Selling, Administrative and General Expense	695			127		1,212		(12		)	2,022
Rationalizations	6			2		33		—			41
Interest Expense	233			22		82		(50		)	287
Other (Income) Expense	(204		)	2		99		215			112
Income (Loss) before Income Taxes and Equity in Earnings of Subsidiaries	227			58		282		(12		)	555
United States and Foreign Taxes	14			41		100		(19		)	136
Equity in Earnings of Subsidiaries	181			—		—		(181		)	—
Net Income (Loss)	394			17		182		(174		)	419
Less: Minority Shareholders’ Net Income (Loss)	—			—		25		—			25
Goodyear Net Income (Loss)	394			17		157		(174		)	394
Less: Preferred Stock Dividends	22			—		—		—			22
Goodyear Net Income (Loss) available to Common Shareholders	$	372		$	17	$	157	$	(174	)	$	372
Comprehensive Income (Loss)	$	591		$	39	$	111	$	(122	)	$	619
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders	—			—		23		5			28
Goodyear Comprehensive Income (Loss)	$	591		$	39	$	88	$	(127	)	$	591

Consolidating Statement of Cash Flows

	Condensed Consolidating Statement of Cash Flows
	Nine Months Ended September 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	$	(957	)	$	(11	)	$	71		$	(42	)	$	(939	)
Cash Flows from Investing Activities:
Capital Expenditures	(203		)	(14		)	(420		)	3			(634		)
Asset Dispositions	2			1			3			—			6
Decrease (Increase) in Restricted Cash	—			—			6			—			6
Short Term Securities Acquired	—			—			(72		)	—			(72		)
Short Term Securities Redeemed	—			—			82			—			82
Capital Contributions and Loans Incurred	(211		)	—			(452		)	663			—
Capital Redemptions and Loans Paid	459			—			244			(703		)	—
Other Transactions	1			—			6			—			7
Total Cash Flows from Investing Activities	48			(13		)	(603		)	(37		)	(605		)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	23			—			52			(23		)	52
Short Term Debt and Overdrafts Paid	—			(6		)	(41		)	23			(24		)
Long Term Debt Incurred	501			—			1,238			—			1,739
Long Term Debt Paid	(507		)	—			(547		)	—			(1,054		)
Common Stock Issued	41			—			—			—			41
Common Stock Repurchased	(97		)	—			—			—			(97		)
Common Stock Dividends Paid	(43		)	—			—			—			(43		)
Preferred Stock Dividends Paid	(15		)	—			—			—			(15		)
Capital Contributions and Loans Incurred	452			—			211			(663		)	—
Capital Redemptions and Loans Paid	(244		)	—			(459		)	703			—
Intercompany Dividends Paid	—			—			(39		)	39			—
Transactions with Minority Interests in Subsidiaries	—			—			(36		)	—			(36		)
Total Cash Flows from Financing Activities	111			(6		)	379			79			563
Effect of Exchange Rate Changes on Cash and Cash Equivalents	—			(3		)	(268		)	—			(271		)
Net Change in Cash and Cash Equivalents	(798		)	(33		)	(421		)	—			(1,252		)
Cash and Cash Equivalents at Beginning of the Period	1,269			94			1,633			—			2,996
Cash and Cash Equivalents at End of the Period	$	471		$	61		$	1,212		$	—		$	1,744

	Condensed Consolidating Statement of Cash Flows
	Nine Months Ended September 30, 2013
(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	$	(362	)	$	(34	)	$	135		$	(37	)	$	(298	)
Cash Flows from Investing Activities:
Capital Expenditures	(132		)	(12		)	(600		)	10			(734		)
Asset Dispositions	2			—			6			—			8
Decrease (Increase) in Restricted Cash	—			—			3			—			3
Short Term Securities Acquired	—			—			(89		)	—			(89		)
Short Term Securities Redeemed	—			—			81			—			81
Capital Contributions and Loans Incurred	(61		)	—			(170		)	231			—
Capital Redemptions and Loans Paid	214			—			364			(578		)	—
Other Transactions	—			—			6			—			6
Total Cash Flows from Investing Activities	23			(12		)	(399		)	(337		)	(725		)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred	—			(11		)	94			(53		)	30
Short Term Debt and Overdrafts Paid	(53		)	—			(89		)	53			(89		)
Long Term Debt Incurred	900			—			1,252			—			2,152
Long Term Debt Paid	(8		)	—			(652		)	—			(660		)
Common Stock Issued	16			—			—			—			16
Common Stock Repurchased	(1		)	—			—			—			(1		)
Preferred Stock Dividends Paid	(22		)	—			—			—			(22		)
Capital Contributions and Loans Incurred	170			58			3			(231		)	—
Capital Redemptions and Loans Paid	(364		)	—			(214		)	578			—
Intercompany Dividends Paid	—			—			(27		)	27			—
Transactions with Minority Interests in Subsidiaries	—			—			(10		)	—			(10		)
Debt Related Costs and Other Transactions	(16		)	—			—			—			(16		)
Total Cash Flows from Financing Activities	622			47			357			374			1,400
Effect of Exchange Rate Changes on Cash and Cash Equivalents	—			(2		)	(156		)	—			(158		)
Net Change in Cash and Cash Equivalents	283			(1		)	(63		)	—			219
Cash and Cash Equivalents at Beginning of the Period	802			68			1,411			—			2,281
Cash and Cash Equivalents at End of the Period	$	1,085		$	67		$	1,348		$	—		$	2,500

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Pension Savings And Other Postretirement Benefit Plans (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended		8 Months Ended			3 Months Ended		3 Months Ended			9 Months Ended		3 Months Ended		9 Months Ended			3 Months Ended		9 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014 Frozen United States Pension Plans of US Entity, Defined Benefit	Jan. 31, 2014 Frozen United States Pension Plans of US Entity, Defined Benefit	Dec. 31, 2013 Frozen United States Pension Plans of US Entity, Defined Benefit	Mar. 31, 2014 Lump sum payments to settle U.K. pension plan obligations	Jan. 31, 2014 UK Plan Merger Remeasurement	Sep. 30, 2014 U.S. Plans	Mar. 31, 2014 U.S. Plans	Sep. 30, 2013 U.S. Plans	Sep. 30, 2014 U.S. Plans	Sep. 30, 2013 U.S. Plans	Sep. 30, 2014 Foreign Plans	Sep. 30, 2013 Foreign Plans	Sep. 30, 2014 Foreign Plans	Sep. 30, 2013 Foreign Plans	Sep. 30, 2014 France Amiens Plant Closure Curtailment	Mar. 31, 2014 Discretionary Contributions Hourly United States Pension Plans of US Entity, Defined Benefit	Sep. 30, 2013 Defined Contribution Pension [Member]	Sep. 30, 2013 Defined Contribution Pension [Member]	Mar. 31, 2014 North America	Sep. 30, 2014 North America	Dec. 31, 2014 Forecast
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost- benefits earned during the period										$ 1		$ 11	$ 14	$ 34	$ 8	$ 10	$ 26	$ 30
Interest cost on projected benefit obligation										64		61	192	182	32	32	100	97
Expected return on plan assets										(77)		(84)	(234)	(252)	(29)	(27)	(90)	(83)
Amortization of prior service cost										0		4	1	13	1	0	1	1
Amortization of net losses										27		51	87	154	9	7	27	37
Defined Benefit Plan Net Periodic Benefit Cost Before Curtailments Settlements and Termination Benefits										15		43	60	131	21	22	64	82
Net curtailments/settlements/termination benefits charge (credit)	0	0	33	0				5		0		0	32	0	0	2	(14)	4	(22)				33	33
Total defined benefit pension cost										15		43	92	131	21	24	50	86
Pension Savings and Other Postretirement Benefit Plans (Textuals) [Abstract]
Contributions to pension plans											1,167		1,167		26		98			907					1,300
Defined Contribution Plan, Cost Recognized	30	34	85	83																	13	13
(Increase) Decrease in Net Actuarial Losses						(31)			51
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate						4.32%	4.51%
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Return on Assets					5.25%
Postretirement benefit cost (credit)	$ (4)	$ (3)	$ (11)	$ (7)

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Reclassifications out of Accumulated Other Comprehensive Loss (Notes)

9 Months Ended

Sep. 30, 2014

Changes in Accumulated Other Comprehensive Loss, by Component [Abstract]

Disclosure of Reclassification Amount

RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents changes in Accumulated Other Comprehensive Loss (AOCL), by component, for the nine months ended September 30, 2014 and 2013:

(In millions) Income (Loss)	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 reclassifications	(117		)	17			8			—		(92		)
Amounts reclassified from accumulated other comprehensive loss	2			118			1			—		121
Purchase of subsidiary shares from minority interest	(1		)	—			—			—		(1		)
Balance at September 30, 2014	$	(806	)	$	(3,155	)	$	8		$	34	$	(3,919	)
	Foreign Currency Translation Adjustment			Unrecognized Net Actuarial Losses and Prior Service Costs			Deferred Derivative Gains (Losses)			Unrealized Investment Gains		Total
Balance at December 31, 2012	$	(538	)	$	(4,044	)	$	(4	)	$	26	$	(4,560	)
Other comprehensive income (loss) before reclassifications	(111		)	122			1			12		24
Amounts reclassified from accumulated other comprehensive loss	1			170			2			—		173
Balance at September 30, 2013	$	(648	)	$	(3,752	)	$	(1	)	$	38	$	(4,363	)

The following table presents reclassifications out of Accumulated Other Comprehensive Loss:

	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions) (Income) Expense	2014			2013			2014			2013
Component of AOCL	Amount Reclassified from AOCL						Amount Reclassified from AOCL						Affected Line Item in the Consolidated Statements of Operations
Foreign Currency Translation Adjustment, before tax	$	4		$	—		$	2		$	1		Other Expense
Tax effect	—			—			—			—			United States and Foreign Taxes
Minority interest	—			—			—			—			Minority Shareholders' Net Income
Net of tax	$	4		$	—		$	2		$	1		Goodyear Net Income
Amortization of prior service cost and unrecognized gains and losses	$	27		$	55		$	87		$	182		Total Benefit Cost
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures	1			1			43			2			Total Benefit Cost
Unrecognized Net Actuarial Losses and Prior Service Costs, before tax	$	28		$	56		$	130		$	184
Tax effect	(2		)	(1		)	(5		)	(8		)	United States and Foreign Taxes
Minority interest	(1		)	(2		)	(7		)	(6		)	Minority Shareholders' Net Income
Net of tax	$	25		$	53		$	118		$	170		Goodyear Net Income
Deferred Derivative (Gains) Losses, before tax	$	—		$	1		$	1		$	3		Cost of Goods Sold
Tax effect	—			—			—			(1		)	United States and Foreign Taxes
Minority interest	1			—			—			—			Minority Shareholders' Net Income
Net of tax	$	1		$	1		$	1		$	2		Goodyear Net Income
Total reclassifications	$	30		$	54		$	121		$	173		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. 9, Pension, Savings and Other Postretirement Benefit Plans in this Form 10-Q and No. 16, Pension, Other Postretirement Benefits and Savings Plans, in our 2013 Form 10-K.

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2014

Earnings Per Share [Abstract]

Basic and Diluted Earnings per common share

Basic and diluted earnings per common share are calculated as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In millions, except per share amounts)	2014		2013		2014		2013
Earnings per share — basic:
Goodyear net income	$	161	$	173	$	323	$	394
Less: Preferred stock dividends	—		7		7		22
Goodyear net income available to common shareholders	$	161	$	166	$	316	$	372
Weighted average shares outstanding	275		246		266		246
Earnings per common share — basic	$	0.58	$	0.67	$	1.18	$	1.51
Earnings per share — diluted:
Goodyear net income	$	161	$	173	$	323	$	394
Less: Preferred stock dividends	—		—		—		—
Goodyear net income available to common shareholders	$	161	$	173	$	323	$	394
Weighted average shares outstanding	275		246		266		246
Dilutive effect of mandatory convertible preferred stock	—		27		9		27
Dilutive effect of stock options and other dilutive securities	4		5		5		3
Weighted average shares outstanding — diluted	279		278		280		276
Earnings per common share — diluted	$	0.58	$	0.62	$	1.15	$	1.43

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Financing Arrangements and Derivative Financial Instruments Schedule of Classification of Changes in Fair Values of Foreign Currency Contracts (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Derivative Instruments and Hedging Activities Disclosures
(Income) Expense deferred into Accumulated Other Comprehensive Loss (AOCL)	$ (12)	$ 5	$ (10)	$ (2)
Amount of deferred (gain) loss reclassified from AOCL into CGS	0	1	1	3
Gain (Loss) on Components Excluded from Assessment of Foreign Currency Cash Flow Hedge Effectiveness	0	0	1	0
Cash Flow Hedge Deferred Loss to be Reclassified within Twelve Months			$ 8

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Business Segments (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended			9 Months Ended
	Sep. 30, 2014	Mar. 31, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Sales:
Net Sales	$ 4,657		$ 5,002	$ 13,782	$ 14,749
Segment Operating Income:
Operating Income	520		431	1,353	1,161
Less:
Rationalizations (Note 2)	15		21	80	41
Interest expense	108		100	315	287
Other (income) expense	66		0	242	112
Asset write-offs and accelerated depreciation	0		5	3	15
Corporate incentive compensation plans	23		34	69	79
Pension curtailments/settlements	0		0	33	0
Intercompany profit elimination	(5)		5	4	5
Retained expenses of divested operations	4		7	11	17
Other	10		10	35	50
Income before Income Taxes	299		249	561	555
Eliminated Royalty Income attributable to SBU's	9		10	27	39
North America
Sales:
Net Sales	2,057		2,186	5,980	6,553
Segment Operating Income:
Operating Income	210		161	574	492
Less:
Rationalizations (Note 2)	0		1	(1)	8
Pension curtailments/settlements		33		33
EMEA
Sales:
Net Sales	1,618		1,752	4,874	4,936
Segment Operating Income:
Operating Income	181		115	408	197
Less:
Rationalizations (Note 2)	11		9	69	15
Asset write-offs and accelerated depreciation	0		5	3	15
Latin America [Member]
Sales:
Net Sales	451		527	1,362	1,571
Segment Operating Income:
Operating Income	49		89	150	231
Less:
Rationalizations (Note 2)	2		2	3	4
Asia Pacific
Sales:
Net Sales	531		537	1,566	1,689
Segment Operating Income:
Operating Income	80		66	221	241
Less:
Rationalizations (Note 2)	2		9	9	14
Intersegment Eliminations
Less:
Eliminated Royalty Income attributable to SBU's	$ 6		$ 7	$ 18	$ 30

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Consolidated Balance Sheets (Unaudited) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Current Assets:
Cash and Cash Equivalents	$ 1,744	$ 2,996
Accounts Receivable, less Allowance - $96 ($99 in 2013)	3,021	2,435
Inventories:
Raw Materials	584	592
Work in Process	161	164
Finished Products	2,179	2,060
Total Inventory	2,924	2,816
Prepaid Expenses and Other Current Assets	358	397
Total Current Assets	8,047	8,644
Goodwill	623	668
Intangible Assets	135	138
Deferred Income Taxes	105	157
Other Assets	654	600
Property, Plant and Equipment, less Accumulated Depreciation - $9,189 ($9,158 in 2013)	7,092	7,320
Total Assets	16,656	17,527
Current Liabilities:
Accounts Payable-Trade	2,827	3,097
Compensation and Benefits (Notes 9 and 10)	774	758
Other Current Liabilities	1,036	1,083
Notes Payable and Overdrafts (Note 7)	38	14
Long Term Debt and Capital Leases due Within One Year (Note 7)	98	73
Total Current Liabilities	4,773	5,025
Long Term Debt and Capital Leases (Note 7)	6,719	6,162
Compensation and Benefits (Notes 9 and 10)	1,307	2,673
Deferred and Other Noncurrent Income Taxes	243	256
Other Long Term Liabilities	916	966
Total Liabilities	13,958	15,082
Commitments and Contingencies (Note 11)
Minority Shareholders' Equity (Note 1)	595	577
Goodyear Shareholders' Equity:
Preferred Stock, no par value: (Note 12) Authorized, 50 million shares, Outstanding shares - none in 2014 (10 million in 2013), liquidation preference $50 per share	0	500
Common Stock, no par value: Authorized, 450 million shares, Outstanding shares - 275 million (248 million in 2013) after deducting 3 million treasury shares (3 million in 2013)	275	248
Capital Surplus	3,275	2,847
Retained Earnings	2,231	1,958
Accumulated Other Comprehensive Loss	(3,919)	(3,947)
Goodyear Shareholders' Equity	1,862	1,606
Minority Shareholders' Equity - Nonredeemable	241	262
Total Shareholders' Equity	2,103	1,868
Total Liabilities and Shareholders' Equity	$ 16,656	$ 17,527

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Other Expense

9 Months Ended

Sep. 30, 2014

Other Income and Expenses [Abstract]

OTHER EXPENSE

OTHER EXPENSE

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In millions)	2014			2013			2014			2013
Net foreign currency exchange (gains) losses	$	31		$	(2	)	$	182		$	116
Financing fees and financial instruments	17			14			46			41
Royalty income	(9		)	(10		)	(27		)	(39		)
Interest income	(4		)	(6		)	(23		)	(18		)
General and product liability — discontinued products	4			4			21			12
Net (gains) losses on asset sales	7			(3		)	4			(6		)
Miscellaneous	20			3			39			6
	$	66		$	—		$	242		$	112

Net foreign currency exchange losses in the three months ended September 30, 2014 were $31 million, primarily in Venezuela, compared to net gains of $2 million in the three months ended September 30, 2013. Net foreign currency exchange losses in the three months ended September 30, 2014 included a net remeasurement loss of $5 million in Venezuela resulting from the derecognition of a portion of the subsidy receivable established on January 24, 2014, as discussed below, and a reduction of $7 million of foreign currency exchange losses previously recorded as part of the $157 million first quarter 2014 Venezuelan remeasurement loss. As described in Note 4, Income Taxes, in the third quarter of 2014 we established valuation allowances on the net deferred tax assets of our Venezuelan and Brazilian subsidiaries, and accordingly, reduced $7 million of previously recorded foreign currency exchange losses related to deferred tax assets of our Venezuelan subsidiary. Net losses in the nine months ended September 30, 2014 and 2013 were $182 million and $116 million, respectively, which included net remeasurement losses of $155 million and $115 million, respectively, resulting from devaluations 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 February 13, 2013, Venezuela's official exchange rate changed from 4.3 to 6.3 bolivares fuertes to the U.S. dollar for substantially all goods. 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 I”) rate, which was 11.4 and 12.0 bolivares fuertes to the U.S. dollar at January 24, 2014 and September 30, 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 first quarter $157 million remeasurement loss.

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. We expect that future remittances of dividends by our Venezuelan subsidiary would be transacted at the SICAD I rate and, therefore, in 2014 we have recorded a net remeasurement loss of $155 million, including a first quarter loss of $157 million using the SICAD I rate. All bolivar-denominated monetary assets and liabilities were remeasured at 12.0 and 6.3 bolivares fuertes to the U.S. dollar at September 30, 2014 and December 31, 2013, respectively.

We also recorded a subsidy receivable at January 24, 2014 of $50 million related to certain U.S. dollar-denominated payables that are 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. Effective September 9, 2014, the official exchange rate for settling purchases of certain finished goods changed from 6.3 bolivares fuertes to the U.S. dollar to the SICAD I rate and, accordingly, in the third quarter of 2014, we derecognized $5 million of the subsidy receivable, which is included in the net remeasurement loss of $155 million for the nine months ended September 30, 2014. At September 30, 2014, the subsidy receivable was $44 million. A portion of this subsidy will reduce cost of goods sold in periods when the related inventory is sold.

Royalty income in the nine months ended September 30, 2014 was $27 million, compared to $39 million in the nine months ended September 30, 2013. Royalty income in 2013 included a one-time royalty of $8 million related to chemical operations. Royalty income is derived primarily from licensing arrangements related to divested businesses.

Interest income in the nine months ended September 30, 2014 was $23 million, compared to interest income of $18 million in the nine months ended September 30, 2013. Interest income in 2014 included $9 million earned on the settlement of indirect tax claims in Latin America.

Miscellaneous expense in the three and nine months ended September 30, 2014 included charges of $3 million and $20 million, respectively, and in the three and nine months ended September 30, 2013 included charges of $1 million and $6 million, respectively, for labor claims related to a previously closed facility in EMEA. Miscellaneous expense in the three and nine months ended September 30, 2014 also included a charge of $16 million related to a government investigation involving our compliance with the U.S. Foreign Corrupt Practices Act in certain countries in Africa.

Also included in Other Expense are financing fees and financial instruments expense consisting of the amortization of deferred financing fees, commitment fees and charges incurred in connection with financing transactions; and 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.

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Changes in Shareholders' Equity (Details 1) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Changes in Minority Equity presented outside of Shareholders' Equity
Balance at beginning of period			$ 577
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax	25	54	82	174
Decrease (increase) in net actuarial losses, net of tax	6	0	30	124
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures, net of tax	1	1	43	2
Deferred derivative gains (losses), net of tax	11	(5)	10	1
Reclassification adjustment for amounts recognized in income, net of tax	0	1	1	2
Total comprehensive income (loss)	(13)	41	38	28
Balance at end of period	595		595
Changes in Minority Equity presented outside of Shareholders' Equity (Textuals) [Abstract]
Tax on foreign currency translation	0	0	0	0
Tax on amortization of prior service cost and unrecognized gains and losses included in total benefit cost	2	1	5	8
Tax on decrease (increase) in net actuarial losses	0	0	3	2
Tax on immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures	0	0	0	0
Tax on deferred derivative gains (losses)	1	0	0	1
Tax on reclassification adjustment for amounts recognized in income	0	0	0	1
Minority Shareholders' Equity - Redeemable
Changes in Minority Equity presented outside of Shareholders' Equity
Balance at beginning of period	613	520	577	534
Net income (loss)	31	12	50	(1)
Foreign currency translation, net of tax	(41)	18	(43)	10
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax	1	2	3	6
Decrease (increase) in net actuarial losses, net of tax	0	0	12	2
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures, net of tax	0	0	4	0
Deferred derivative gains (losses), net of tax	2	(1)	2	0
Reclassification adjustment for amounts recognized in income, net of tax	(1)	0	0	0
Other comprehensive income (loss)	(39)	19	(22)	18
Total comprehensive income (loss)	(8)	31	28	17
Dividends declared to minority shareholders	(10)	(11)	(10)	(11)
Balance at end of period	595	540	595	540
Changes in Minority Equity presented outside of Shareholders' Equity (Textuals) [Abstract]
Tax on foreign currency translation	0	0	0	0
Tax on amortization of prior service cost and unrecognized gains and losses included in total benefit cost	0	0	0	0
Tax on decrease (increase) in net actuarial losses	0	0	0	0
Tax on immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures	0	0	0	0
Tax on deferred derivative gains (losses)	(1)	0	(1)	0
Tax on reclassification adjustment for amounts recognized in income	$ 0	$ 0	$ 0	$ 0

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Business Segments (Tables)

9 Months Ended

Sep. 30, 2014

Segment Reporting [Abstract]

Business Segment Reporting Information

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
(In millions)	2014			2013		2014		2013
Sales:
North America	$	2,057		$	2,186	$	5,980	$	6,553
Europe, Middle East and Africa	1,618			1,752		4,874		4,936
Latin America	451			527		1,362		1,571
Asia Pacific	531			537		1,566		1,689
Net Sales	$	4,657		$	5,002	$	13,782	$	14,749
Segment Operating Income:
North America	$	210		$	161	$	574	$	492
Europe, Middle East and Africa	181			115		408		197
Latin America	49			89		150		231
Asia Pacific	80			66		221		241
Total Segment Operating Income	520			431		1,353		1,161
Less:
Rationalizations	15			21		80		41
Interest expense	108			100		315		287
Other expense	66			—		242		112
Asset write-offs and accelerated depreciation	—			5		3		15
Corporate incentive compensation plans	23			34		69		79
Pension curtailments/settlements	—			—		33		—
Intercompany profit elimination	(5		)	5		4		5
Retained expenses of divested operations	4			7		11		17
Other (1)	10			10		35		50
Income before Income Taxes	$	299		$	249	$	561	$	555

(1) For the three and nine months ended September 30, 2014, Other includes the elimination of $6 million and $18 million, respectively, of royalty income attributable to the strategic business units, compared to $7 million and $30 million, respectively, for the three and nine months ended September 30, 2013.

Rationalizations, Asset sales, Other Expense and Asset write-offs and accelerated depreciation attributable to the SBUs

In addition, rationalizations, as described in Note 2, Costs Associated with Rationalization Programs; net (gains) losses on asset sales; and asset write-offs and accelerated depreciation are not (credited) charged to the SBUs for performance evaluation purposes, but were attributable to the SBUs as follows:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
(In millions)	2014		2013			2014			2013
Rationalizations:
North America	$	—	$	1		$	(1	)	$	8
Europe, Middle East and Africa	11		9			69			15
Latin America	2		2			3			4
Asia Pacific	2		9			9			14
Total Segment Rationalizations	$	15	$	21		$	80		$	41
Net (Gains) Losses on Asset Sales:
North America	$	—	$	(2	)	$	(1	)	$	(4	)
Europe, Middle East and Africa	7		—			7			2
Asia Pacific	—		(1		)	—			(4		)
Total Segment Asset Sales	$	7	$	(3	)	$	6		$	(6	)
Corporate	—		—			(2		)	—
	$	7	$	(3	)	$	4		$	(6	)

Asset Write-offs and Accelerated Depreciation:
Europe, Middle East and Africa	$	—	$	5	$	3	$	15
Total Segment Asset Write-offs and Accelerated Depreciation	$	—	$	5	$	3	$	15

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Other (Income) Expense (Details) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended			9 Months Ended				11 Months Ended			3 Months Ended	9 Months Ended	3 Months Ended		9 Months Ended		3 Months Ended	9 Months Ended
	Feb. 12, 2013 VEF	Sep. 30, 2014 USD ($)	Mar. 31, 2014 USD ($)	Sep. 30, 2013 USD ($)	Sep. 08, 2014 VEF	Sep. 30, 2014 USD ($)	Sep. 30, 2014 VEF	Sep. 30, 2013 USD ($)	Dec. 31, 2013 VEF	Jan. 24, 2014 USD ($)	Jan. 24, 2014 VEF	Sep. 30, 2014 Latin America [Member] USD ($)	Sep. 30, 2014 Chemical [Member] USD ($)	Sep. 30, 2014 Unasserted Claim [Member] USD ($)	Sep. 30, 2013 Unasserted Claim [Member] USD ($)	Sep. 30, 2014 Unasserted Claim [Member] USD ($)	Sep. 30, 2013 Unasserted Claim [Member] USD ($)	Sep. 30, 2014 Unfavorable Regulatory Action [Member] USD ($)	Sep. 30, 2014 Unfavorable Regulatory Action [Member] USD ($)
Other (Income) and Expense
Net foreign currency exchange (gain) losses		$ 31		$ (2)		$ 182		$ 116
Financing fees and financial instruments		17		14		46		41
Royalty income		(9)		(10)		(27)		(39)					(8)
Interest Income, Other		(4)		(6)		(23)		(18)				(9)
General and product liability - discontinued products		4		4		21		12
Net (gains) losses on asset sales		7		(3)		4		(6)
Miscellaneous		20		3		39		6
Other Expense		66		0		242		112
Other (Income) Expense (Textuals)
Net foreign currency exchange (gain) losses		31		(2)		182		116
Remeasurement Loss On Net Monetary Assets Devaluation			157			155		115
Venezuelan Official Exchange Rate	4.3				6.3		6.3		6.3
Derecognition of Venezuela Subsidy Receivable		5	11
Venezuela SICAD I Rate							12.0				11.4
Loss Contingency, Loss in Period														3	1	20	6	16	16
Venezuela subsidy receivable		44				44				50
Foreign currency exchange gain (loss) due to establishing valuation allowances on deferred tax assets.		$ 7

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Changes in Shareholders' Equity

9 Months Ended

Sep. 30, 2014

Equity [Abstract]

CHANGES IN SHAREHOLDERS' EQUITY

CHANGES IN SHAREHOLDERS’ EQUITY

The following tables present the changes in shareholders’ equity for the nine months ended September 30, 2014 and 2013:

	September 30, 2014									September 30, 2013
(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	$	1,606		$	262		$	1,868		$	370		$	255		$	625
Comprehensive income:
Net income	323			20			343			394			26			420
Foreign currency translation (net of tax of $0 in 2014 and $0 in 2013)	(117		)	(10		)	(127		)	(111		)	(15		)	(126		)
Reclassification adjustment for amounts recognized in income (net of tax of $0 in 2014 and $0 in 2013)	2			—			2			1			—			1
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost (net of tax of $5 in 2014 and $8 in 2013)	79			—			79			168			—			168
Decrease (increase) in net actuarial losses (net of tax of $3 in 2014 and $2 in 2013)	18			—			18			122			—			122
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures (net of tax of $0 in 2014 and $0 in 2013)	39			—			39			2			—			2
Prior service credit (cost) from plan amendments (net of tax of $0 in 2014 and $0 in 2013)	(1		)	—			(1		)	—			—			—
Deferred derivative gains (losses) (net of tax of $1 in 2014 and $1 in 2013)	8			—			8			1			—			1
Reclassification adjustment for amounts recognized in income (net of tax of $0 in 2014 and $1 in 2013)	1			—			1			2			—			2
Unrealized investment gains (losses) (net of tax of $0 in 2014 and $0 in 2013)	—			—			—			12			—			12
Other comprehensive income (loss)	29			(10		)	19			197			(15		)	182
Total comprehensive income	352			10			362			591			11			602
Purchase of subsidiary shares from minority interest	(5		)	(18		)	(23		)	(2		)	(2		)	(4		)
Dividends declared to minority shareholders	—			(15		)	(15		)	—			(9		)	(9		)
Stock-based compensation plans (Note 10)	15			—			15			12			—			12
Repurchase of common stock (Note 12)	(97		)	—			(97		)	—			—			—
Dividends declared (Note 12)	(50		)	—			(50		)	(34		)	—			(34		)
Common stock issued from treasury	41			—			41			15			—			15
Other	—			2			2			—			(4		)	(4		)
Balance at end of period	$	1,862		$	241		$	2,103		$	952		$	251		$	1,203

The following table presents changes in Minority Equity presented outside of Shareholders’ Equity:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In millions)	2014			2013			2014			2013
Balance at beginning of period	$	613		$	520		$	577		$	534
Comprehensive income (loss):
Net income (loss)	31			12			50			(1		)
Foreign currency translation, net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)	(41		)	18			(43		)	10
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)	1			2			3			6
Decrease (increase) in net actuarial losses, net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)	—			—			12			2
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 2014 ($0 and $0 in 2013)	—			—			4			—
Deferred derivative gains (losses), net of tax of $(1) and $(1) in 2014 ($0 and $0 in 2013)	2			(1		)	2			—
Reclassification adjustment for amounts recognized in income, net of tax of $0 and $0 in 2014 ($0 and $0 in 2013)	(1		)	—			—			—
Other comprehensive income (loss)	(39		)	19			(22		)	18
Total comprehensive income (loss)	(8		)	31			28			17
Dividends declared to minority shareholders	(10		)	(11		)	(10		)	(11		)
Balance at end of period	$	595		$	540		$	595		$	540