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CORRESPONDENCE

April 14, 2009

VIA EDGAR and FACSIMILE (703) 813-6968

Mr. Terence O’Brien

Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-7010

    Re:

    The Goodyear Tire & Rubber Company

    Form 10-K for the fiscal year ended December 31, 2008

    Filed February 18, 2009

    File No. 1-01927

Dear Mr. O’Brien:

     This letter is in response to the letter, dated March 31, 2009 (the “Comment Letter”), from
you, on behalf of the Division of Corporation Finance of the U.S. Securities and Exchange
Commission (the “Commission”), to Mr. Darren R. Wells, Executive Vice President and Chief Financial
Officer of The Goodyear Tire & Rubber Company (“Goodyear,” the “Company” and “we,” “us” or “our”),
with respect to the above-referenced filing.

     For the convenience of the Commission staff, we have repeated each of your questions in
italics before our response. Each numbered paragraph herein corresponds to the same numbered
paragraph in the Comment Letter.

     The Company respectfully submits the following information in response to the Comment Letter.

Form 10-K for the fiscal year ended December 31, 2008

Management’s Discussion and Analysis, page 27

Critical Accounting Policies, page 38

    1.

    We note your discussion of the recoverability of goodwill beginning on page 39.
You state your annual goodwill impairment testing is based on “a combination of
historical and forecasted results and is adjusted to exclude certain non-recurring or
unusual items and corporate charges.” Please explain to us and expand future filings
to disclose the following:

    •

    the nature of the historical results and the specific time periods used in your
analysis,

    •

    the basis and underlying assumptions for the forecasted results used in your
analysis,

    •

    the method and basis for combining the historical and forecasted results,

    •

    the amount and nature of adjustments to exclude corporate charges and items
deemed non-recurring or unusual, as well as the basis for making these adjustments
in your analysis, and

    •

    how this method is consistent with the guidance in paragraph 25 of SFAS 142.

As noted in our disclosure, the determination of fair value for our annual impairment testing was
conducted using multiples of earnings before interest, taxes, depreciation and amortization
(“EBITDA”). Historically, in conducting our annual impairment test for each of our strategic
business units, we averaged the annual EBITDA for the most recently completed three years along
with our forecast for the current year to arrive at an average annual EBITDA that is used in our
calculation. For example, our 2008 assessment averaged annual actual EBITDA for 2005 through 2007
along with our most recently completed forecast for 2008, which consisted of year to date actual
results through June 2008 plus our forecasted results for July 2008 through December 2008. For
this purpose, EBITDA is calculated as segment operating income excluding income attributable to
minority interests and charges for depreciation, amortization and corporate administrative
expenses. At the time of our annual goodwill impairment test, we believed the approach described
above reflected the fair value of our strategic business units. When appropriate, and consistent
with the objective of determining fair value, we adjust our fair value techniques when such changes
would provide a more representative estimate of fair value.

The forecasted portion of our results included in the average that is described above was developed
on a basis consistent with our historical results. The underlying assumptions used to develop the
forecast include assumptions regarding projected sales and production volume, estimated selling
prices and mix of products sold, cost of raw materials, labor and other overheads, selling,
administrative and general expenses, and foreign currency exchange rates.

We have historically excluded corporate administrative expenses and non-recurring or unusual items
from both historical EBITDA and forecasted EBITDA since in our experience these items are
typically excluded from the determination of the sales price (i.e., fair value) when acquiring and
divesting businesses. As segment operating income was the starting point for determining EBITDA,
which excludes non-recurring or unusual items, there were no other non-recurring or unusual items
excluded from the calculations of EBITDA for 2005 through 2008. Corporate administrative expenses
are allocations of corporate overhead that we make to each strategic business unit. Allocated
corporate administrative expenses are typically excluded from the calculation of the sales price of
a divestiture since it is unknown what level of corporate support the acquiring entity may already
possess. In addition, the amount of corporate administrative expenses allocated to each of our
strategic business units is simply an approximation that is determined annually, the disclosure of
which would not provide significant additional information to a user of our financial statements.

We believe our historical approach to estimating fair value is consistent with paragraph 25 of SFAS
142 due to our use of multiples of other stand-alone companies that manufacture and

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distribute tires. Our selection of the multiples that were used to determine the fair value of
each strategic business unit was based on our judgment of which other companies best compare to a
particular strategic business unit. We use multiples of companies that are comparable in nature,
scope and size to a particular strategic business unit. As a result, we believe this methodology
is appropriate in the determination of fair value. For example, for each of our strategic business
units, we utilized the EBITDA multiples of companies that operate primarily in that geographical
region.

Please refer to Exhibit 1 for the modifications we will make to our disclosure in future filings.

    2.

    In future filings, please expand the discussion of your goodwill testing as
follows:

    •

    Please quantify significant assumptions, including EBITDA multiples and the
amounts used to reflect the EBITDA of your reporting units, as discussed above.

    •

    Discuss the quantitative and qualitative factors and judgments used in your
process.

    •

    Analyze the sensitivity of each significant assumption on the fair value of the
reporting units and potential impairment.

    •

    For any reporting units in which the carrying value does not significantly
differ from its estimated fair value, state the carrying value of the reporting
unit and the fair value of the reporting unit.

    •

    Provide information as to known trends, uncertainties or other factors relevant
to your impairment testing.

Given the current economic conditions and the impact it has had on your stock price and
operations, this detailed information will provide the reader with greater insight into
the quality and variability of your financial position and operating results. Refer to
Release No. 33-8350, “Interpretation: Commission Guidance Regarding Management’s
Discussion and Analysis of Financial Condition and Results of Operations.”

The most significant quantitative factors used in the annual goodwill impairment assessment were
average EBITDA and the EBITDA multiples, which were used in the determination of fair value. We
exercised judgment in selecting the EBITDA multiples that were used in the fair value calculation
for each of our strategic business units. As mentioned in our response to the staff’s comment 1,
our selection of the EBITDA multiples of other tire manufacturing and distribution companies that
were used to determine the fair value of each strategic business unit was based on our judgment of
which other companies best compare to a particular strategic business unit. In future filings when
using an earnings multiple approach, we will expand our disclosure of the determination of average
EBITDA and the selection process of EBITDA multiples for each of our strategic business units as
set forth in Exhibit 1.

We will also expand our discussion of the sensitivity of the assumptions used in our calculation of
fair value with respect to a potential impairment for each strategic business unit with goodwill by
disclosing the percentage change of average EBITDA and the EBITDA multiple that would indicate
potential impairment. Please refer to Exhibit 1 for the modifications we will make to our
disclosure in future filings. This additional disclosure will provide users of our financial
statements sufficient information to assess the risk of potential goodwill impairment.

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We acknowledge the staff’s request to quantify average EBITDA and EBITDA multiples for each of our
strategic business units and, if the carrying value does not significantly differ from the
estimated fair value, to state the carrying value and fair value for the affected strategic
business unit. The fair value significantly exceeded the carrying value for each of our strategic
business units. In future filings, we will provide additional disclosure if the carrying value of
a strategic business unit does not significantly differ from its estimated fair value.

We believe disclosing the quantification of average EBITDA and EBITDA multiples would allow
financial statement users, competitors and potential acquirers to directly calculate our assessment
of the fair value of each of our strategic business units. We also believe the additional
requested disclosure would not provide additional material information to the users of our
financial statements and would cause us significant competitive harm should we elect to divest all
or a portion of any of our strategic business units. We have divested certain operations in the
past, including the divestiture of our entire Engineered Products strategic business unit. The
fair value for an acquisition or divestiture is generally arrived at through a negotiation process.
We believe that the disclosure, directly or indirectly, of our estimation of the fair value of any
of our strategic business units would place us at a significant competitive disadvantage in the
negotiation of the sales price were a divestiture of all or a portion of a strategic business unit
to occur and would thereby significantly harm the interests of our shareholders.

Please see our response to the staff’s comment 3 for a discussion of known trends, uncertainties or
other factors relevant to our impairment testing.

    3.

    You state there were no events or circumstances that indicated the impairment
test should be re-performed for goodwill for segments other than North American Tire at
December 31, 2008. However, while EMEA reported record revenue in 2008, tire units
decreased in each quarter of the year, with the largest declines occurring in the last
quarter of 2008. EMEA and Asia Pacific Tire units have decreased 21% and 11%,
respectively, for the quarter ending December 31, 2008, from the prior year quarter.
Please tell us and revise future filings to clarify why you believe the significant
adverse change in the business climate and its effect on these reporting units would
not constitute a trigger for impairment testing. Refer to paragraph 28 of SFAS 142.
Disclose how the combination of the previous reporting unit Eastern Europe, Middle East
and Africa Tire with European Union Tire has, if at all, impacted your goodwill
impairment analysis for this now-consolidated EMEA segment.

As we indicated in our response to the staff’s comment 1, we believe the valuation methodology used
for goodwill impairment testing of our strategic business units should be based on an approach
which is most representative of the fair value of our strategic business units. In our 2008 Form
10-K, we disclosed what we believe to be the most significant trends and uncertainties that may
indicate potential goodwill impairment, including the decline in our market capitalization and the
economic outlook in the United States. We acknowledge that our tire unit sales volume in the
fourth quarter of 2008 was significantly lower than the fourth quarter of 2007 for each of our
strategic business units including EMEA and Asia Pacific Tire. However, in addition to the impact
of the economy, over the past several years we have strategically reduced our tire unit sales
volume for North American Tire and EMEA by eliminating sales of lower margin replacement tires as
well as strategically reducing sales to

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original equipment manufacturers. Instead, we have focused on selling higher margin tires. This
is evidenced by favorable improvements in price and product mix in 2008.

Our decision to only perform an interim impairment test for our North American Tire strategic
business unit was primarily based on the fact that the economic downturn led to a more dramatic
decline in segment operating income for North American Tire than for EMEA and Asia Pacific Tire.
It also became evident in the fourth quarter that the economic slowdown would be deeper and more
prolonged than many had believed earlier in 2008. In addition, a decline in sales volume has a
more significant impact on North American Tire than our other strategic business units, due to the
fact that North American Tire has higher fixed costs than our other strategic business units.
Therefore changes in net sales have a more significant impact on profitability for North American
Tire than a similar change in net sales would have on the profitability of our other strategic
business units. Total segment operating income declined $426 million in 2008 from 2007 of which
$295 million, or 69%, was attributable to North American Tire. North American Tire reported a
segment operating loss of $156 million in 2008. In addition, although segment operating income
declined in the fourth quarter of 2008 for EMEA and Asia Pacific Tire, for the full year 2008 EMEA
reported positive segment operating income of $425 million and Asia Pacific Tire reported record
segment operating income of $168 million. Since average EBITDA is based on segment operating
income, we concluded the significant decline in segment operating income to a loss provided
sufficient evidence of the potential for impairment for North American Tire. Using a similar
approach, we determined that our other strategic business units did not experience a triggering
event to test their goodwill for impairment.

In determining the fair value of North American Tire, we believe that the events that transpired in
the fourth quarter of 2008 represented a significant shift in the expectation of future earnings
and considered whether our historical approach using average EBITDA multiples continued to be
appropriate. Although we had not adopted SFAS 157 at December 31, 2008 as it relates to
non-financial assets and non-financial liabilities that are measured at fair value on a
nonrecurring basis, we looked to SFAS 157 for guidance. Consistent with the guidance in paragraph
20 of SFAS 157, we revised our approach to use discounted cash flows given that EBITDA amounts for
North American Tire had become negative.

In future filings, we will continue to disclose for each of our strategic business units the impact
of trends, uncertainties or other factors that we consider relevant to our annual impairment
testing as well as to our decision to perform interim impairment testing for any of our strategic
business units. In addition, when using a different fair value technique, we will expand our
disclosure of the significant assumptions used in determining fair value. We will also disclose
that the combination of our former Eastern Europe, Middle East and Africa Tire strategic business
unit with our former European Union Tire strategic business unit did not have any impact on our
goodwill impairment te