SecProbe.io

November  14, 2013

Via E -mail
Ms. Laura K. Thompson
Chief Financial Officer
The Goodyear Tire & Rubber Company
200 Innovation Way
Akron, OH  44316

RE: The Goodyear Tire & Rubber Company
Form 10 -K for Fiscal Year Ended December 31, 201 2
Filed February 12, 2013
File No. 1 -01927

Dear M s. Thompson :

We have reviewed your filing an d have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  In some of our comments, we may ask you to provide
us with information so we may better unders tand your disclosure.

Please respond to this letter within ten business days by prov iding 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 circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2012

Management’s Discussion and Analysis of Financial Con dition and Results of Operations,
page 27

1. It appears from your disclosures elsewhere in your document that net periodic pension
costs represent a substantial component of your overall cost structure.  Please provide
draft disclosure to be included in fut ure filings that expands MD&A to include discussion
and analysis of the financial statement geography of your net periodic pension costs.

Ms. Thompson
The Goodyear Tire & Rubber Company .
November 1 4, 2013
Page 2

 Critical Accounting Policies, page 3 8

General and Product Liability and Other Litigation, page 38
2. You disclose that you have recorded a receivable related to asbestos claims of $73
million, of which $10 million was classified in current assets.  Please provide the
following information:
 You disclose $10 million of income was recorded related to the above insurance
recoveries.  Provide a rollforward of your receivable balance for each year presented,
providing explanations for year over year activity and an aging of the receivables;
 Describe the factors you considered in concluding that the $73 million recorded as
insurance receivable is probable and reasonably estimable, specifically addressing the
probability of the amounts recorded as non -current;
 Briefly describe the terms and provisions of your insurance policies covering the
asbestos claims, including coverage, expected term, termination provisions, renewal
options and limitations on coverage;
 Clarify whether the claim recoveries you have recorded as receivables are expected to
be recovered under your coverage -in-place agreement or excess insurance policy;
 Tell u s how you determined the amount of the receivable; and
 Tell us how your accounting for and classification of this insurance receivable is in
accordance with ASC 410 -30.

Recoverability of Goodwill, page 3 9

3. For the EMEA reporting unit, we note in your 2013 goodwill impairment test that you
performed step 1 of the impairment test and concluded that fair value would have to
decline over 60% for fair value to fall below carrying value.   Please provide draft
disclosure to be included in future filings that discusses the degree of uncertainty
associated with your key assumptions and any relevant adverse events and circumstances,
including future rationalizations, that could affect the significant inputs used to de termine
the fair value of your reporting unit.

Note 1. Accounting Policies, page 65

Stock -Based Compensation, page 69

4. We note your disclosure that the expected term of your options is determined using a
weighted average of the contractual term and vesti ng period under the simplified method,
as historical data was not sufficient to provide a reasonable estimate.  Please explain your
basis that there was not sufficient historical data in determining your expected term.  In
this regard, we note that approxi mately 3.2 million options have been exercised during
the past five years.  Further, tell us what consideration was given to including the
disclosures required by SAB No. 110 when using the simplified method, including the
reason why the method was used, t he types of share option grants for which the method

Ms. Thompson
The Goodyear Tire & Rubber Company .
November 1 4, 2013
Page 3

 was used if the method was not used for all share option grants, and the periods for which
the method was used if the method was not used in all periods.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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 provide a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

 You may contact Thomas D’Orazio at  (202) 551 -3825 or the unders igned Senior Assistant
Chief Accountant  at (202) 551 -3854  if you have any questions .

Sincerely,

        /s/ Melissa N. Rocha

        Melissa N. Rocha
        Senior Assistant Chief Accountant