SecProbe.io

December 1, 2011
 Via E-mail

Mr. Darren R. Wells Executive Vice President and Chief Financial Officer The Goodyear Tire & Rubber Company 1144 East Market Street Akron, OH 44316
Re: The Goodyear Tire & Rubber Company
 Form 10-K
Filed February 10, 2011 Form 10-Q  Filed October 28, 2011 File No. 1-1927

Dear Mr. Wells:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.            Form 10-K for the year ended December 31, 2010

 19. Commitments and Contingent Liabilities, page 112

1. We note your discussion of warranties on page 115.  In future filings please provide the
required disclosures set forth in ASC 460-10-50-8c.
 21.  Consolidating Financial Information, page 116

2. Please clarify for us why intercompany cash advances and loans are classified as
operating activities instead of as financing activ ities. In this regard we note the guidance
in ASC 230-10-45 and ASC 830-230-55-2.

Mr. Darren R. Wells The Goodyear Tire & Rubber Company  December 1, 2011 Page 2

 Form 10-Q for the period ended September 30, 2011

 Management’s Discussion and Analysis, page 33

3. You disclose on page 35 that interest expe nse of $86 million in th e third quarter of 2011
decreased from $90 million in the third quarter  of 2010.  On page 37, we note interest
expense of $241 million is the same for the first nine months of 2011 and 2010.  There is a concern that readers may not understand w hy your interest expense remained flat
whereas your debt was apparently higher relative  to the prior period.  Further, it is not
apparent in Note 8 that ther e was a material decrease in co rresponding interest rates.  In
future filings, please explain your interest e xpense variances within the context of your
weighted average debt outstanding and your a pplicable weighted average interest rates.
See Section 501.04 of the Financ ial Reporting Codification.
 Liquidity and Capital Resources, page 43

4. We note your disclosure on page 44 that ther e are factors which may adversely impact
your ability to transfer f unds between subsidiaries. You have disclosed that
approximately 12% of your consolidated ca sh balance is subject to Venezuelan
restrictions. In future filings, please quantif y the cash held in other jurisdictions where
there are factors which may adversely impact  your ability to transfer funds between
subsidiaries. See the analogous guidance in  Section 501.09.b of the Financial Reporting
Codification.
 Operating Activities, page 45

5. We note that your inventory build-up has had a material adverse impact on reported 2011
operating cash flows. The disclosure on page 34 implies that fourth quarter unit sales will likely be flat or grow by 1% due  to weakening industry conditions
. Consequently,
investors may not fully understand why your September 30, 2011 inventory balance
increased 35% relative to September 30, 2010, wh ereas the increase in third quarter cost
of goods sold was 21%. It would appear that th e increase in raw materials prices accounts
for only a portion of the inventory variance. In  future filings, please explain any material
disparities between your inventory and your sale s or cost of goods sold account variances
so that investors can better understand the f actors that materially impact your operating
cash flows. For example, if the inventory in crease is partially attributable to any
commodity risk hedging strategies, then that factor should be fully explained. See Section
510.14 of the Financial Reporting Codification.

Mr. Darren R. Wells The Goodyear Tire & Rubber Company  December 1, 2011 Page 3

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Jenn Do at (202) 551-3743, Al Pavot at (2 02) 551-3738, or me at (202)
551-3355 if you have questions regarding comments  on the financial statements and related
matters.
Sincerely,
   /s/ Terence O’Brien

Terence O’Brien Branch Chief