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CORRESP
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CORRESPONDENCE

April 24, 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 April 21, 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 comments 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

Recently Issued Accounting Pronouncements, page 36

    1.

    Please tell us how you will be reflecting the presentation and disclosure
requirements of SFAS 160 in your Form 10-Q for the period ending March 31, 2009. Refer
to Release No. 33-9026 for additional guidance.

We will conform our financial statements to the presentation requirements of SFAS 160 and have
considered the guidance of Release No. 33-9026. We have attached as Exhibit 1 the form of

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the Consolidated Statements of Operations, Consolidated Balance Sheets, Consolidated Statements of
Comprehensive (Loss) Income and Consolidated Statements of Cash Flows, which we will use in our
quarterly report on Form 10-Q for the quarterly period ended March 31, 2009 (the “First Quarter
2009 Form 10-Q”). We have also included the form of the disclosure regarding changes in
shareholders’ equity as well as the changes in minority equity presented outside of shareholders’
equity, which will be included in our Notes to Consolidated Financial Statements in our First
Quarter 2009 Form 10-Q.

    2.

    Please tell us how you are going to report the reclassification in your
consolidated statements of shareholders’ equity as discussed on page 38 as a result of
the adoption of FSP APB 14-1. If you are going to file a Form 8-K, please tell us when
you expect to do so, and why that timing complies with the instructions thereto.

As noted in our response to comment 1 above, we will include a note in our First Quarter 2009 Form
10-Q outlining the changes in shareholders’ equity as well as the changes in minority equity
presented outside of shareholders’ equity (see Exhibit 1). We have presented the adoption of FSP
APB 14-1 as a reduction to retained earnings with a corresponding increase to capital surplus at
the beginning of the earliest period presented in this statement of changes in shareholders’
equity. We may choose to file a Form 8-K, pursuant to Item 8.01 thereof, to retrospectively adjust
Items 6, 7 and 8 of our Form 10-K for the fiscal year ended December 31, 2008 (the “2008 Form
10-K”) and any impacted schedules and exhibits to reflect our adoption, effective January 1, 2009,
of FSP APB 14-1 and SFAS 160 sometime after the filing of our First Quarter 2009 Form 10-Q.

Critical Accounting Policies, page 38

    3.

    We have read your response to comment 2 in our letter dated March 31, 2009.
You state that in future filings you will provide additional disclosure if the carrying
value of a strategic business unit does not significantly differ from its estimated
fair value. In such situations, please disclose such headroom for the affected
business unit(s), and indicate whether this difference has been declining for the
periods presented.

In future filings, if the carrying value of any of our strategic business units does not
significantly differ from its estimated fair value, we will disclose the amount of the difference
and will indicate whether this difference has been declining for the periods presented.

    4.

    We have read your response to comment 3 in our letter dated March 31, 2009.
You have told us that using an approach similar to that of testing for potential
impairment for North American Tire, you determined that your other strategic business
units did not experience a triggering event to test their goodwill for impairment. We
assume said approach utilizes average EBITDA and the methodology used to assess fair
value of the business units as described in your response to comment 1. If our
assumption is correct, please clarify whether the first step of the goodwill impairment
test was performed for the other business units pursuant to paragraph 19 of SFAS 142.
If so, reconcile the fact that the first step was performed with your belief that the
business units did not experience a triggering event as described in paragraph 28 of
SFAS 142, and revise your proposed disclosure accordingly. If the first step of the

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    impairment test was not performed, please describe to us in detail the approach you used
to determine that the other units did not experience a triggering event. We may have
further comment.

In our prior response dated April 14, 2009 to comment 3 in the staff’s letter dated March 31, 2009,
we stated that the significant decline in segment operating income for North American Tire provided
sufficient evidence of the potential for impairment, which led us to perform the first step of the
impairment analysis described in paragraph 19 of SFAS 142 for this strategic business unit. We
also indicated that using a similar approach, we determined the other business units did not
experience a triggering event. We used a similar approach in that we first considered the severity
of the change in segment operating income from the time of our annual impairment testing to the end
of 2008. We then considered the guidance of paragraph 28 of SFAS 142 and based on the significance
of the difference of fair value over carrying value that was identified during the annual
impairment testing for EMEA and Asia Pacific Tire, we determined it was not more likely than not
that the fair value for each of these strategic business units would have been reduced below
carrying value. Therefore, we did not perform the first step of the impairment analysis described
in paragraph 19 of SFAS 142 for EMEA or Asia Pacific Tire.

Liquidity and Capital Resources, page 47

    5.

    We have read your response to comment 7 in our letter dated March 31, 2009.
You have told us that as a result of the numerous sizes and applications for your
tires, you do not use inventory turnover ratios to manage your inventory. Please tell
us how then you have managed your inventory in each of the periods presented.

We manage our inventory by focusing on quantities on hand at a point in time and assessing the
future demand for each of the numerous tire sizes and tire applications that we sell. For our
replacement sales, we generally fill orders from dealers from available inventory. We also monitor
raw material costs and the forecasted changes in raw material costs. We make decisions on raw
material purchases based primarily on production demand, but these decisions may also be affected
by anticipated changes in raw material costs.

    6.

    We have read Exhibit 3 in response to comment 8 in our letter dated March 31,
2009. As previously requested, please revise future filings to disclose your current
compliance with the GDTE consolidated net indebtedness to GDTE consolidated EBITDA
ratio, as you state only what the requirement is. Please also revise to discuss the
Covenant EBITDA to Consolidated Interest Expense ratio, as mentioned on page 50 of your
filing, including your calculation of this ratio for each of the last quarters, as
previously requested, if this ratio continues to constitute a critical financial
covenant.

In future filings, beginning with our First Quarter 2009 Form 10-Q, we will revise our disclosure
to add the following statement regarding our compliance with the financial covenant applicable to
our European and German revolving credit facilities and pan-European accounts receivable
securitization facility (marked to show the changes made):

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“In addition our €505 million senior secured European and German revolving credit facilities
contain non-financial covenants similar to the non-financial covenants in our first lien revolving
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 (which is determined net of cash and cash
equivalents in excess of $100 million) to Consolidated European J.V. EBITDA to be greater than 3.0
to 1.0 at the end of any fiscal quarter. Consolidated Net J.V. Indebtedness excludes loans from
other consolidated Goodyear entities. This financial covenant is also included in our
pan-European accounts receivable securitization facility. As of March 31, 2009, we were in
compliance with this financial covenant.”

Since our Available Cash is in excess of $150 million, the financial covenant regarding the ratio
of EBITDA to Consolidated Interest Expense is not currently applicable to us and, therefore, does
not currently constitute a “critical covenant.” If our Available Cash is less than $150 million,
we will disclose the calculation of this ratio in future filings. In future filings, beginning
with our First Quarter 2009 Form 10-Q, we will revise our disclosure in the first paragraph under
the heading “—EBITDA (per our Amended and Restated Credit Facilities)” (appearing on page 50 of our
2008 Form 10-K) to clarify that this financial covenant is not currently applicable due to the
amount of our Available Cash and that we do not believe that the ratio currently poses a material
limitation on our ability to incur additional debt. As a result, we do not believe that the
calculation of the ratio would provide additional material information to the users of our
financial statements. The revised first paragraph under the heading “—EBITDA (per our Amended and
Restated Credit Facilities)” that we will include in future filings is set forth below:

“If the amount of availability under our first lien revolving credit facility plus our Available
Cash (as defined in that facility) is less than $150 million, we may not permit our ratio of EBITDA
(as defined in that facility) (“Covenant EBITDA”) to Consolidated Interest Expense (as defined in
that facility) to be less than 2.0 to 1.0 for any period of four consecutive fiscal quarters.
Since our availability under our first lien revolving credit facility plus our Available Cash is in
excess of $150 million, this financial covenant is not currently applicable. 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 Covenant 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 without regard to our ability to satisfy the ratio-based incurrence test.”

*      *      *      *

     In connection with our response to the Comment Letter, the Company hereby acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in
its filings;

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    •

    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.

     The Company further understands that the Division of Enforcement has access to all information
provided to the staff of the Division of Corporation Finance in the staff’s review of the Company’s
filing or in response to the staff’s comments on the Company’s filing.

     Please direct any questions, comments and advice of the Commission staff to the undersigned at
330-796-0061 (fax: 330-796-2338).

    Respectfully submitted,

THE GOODYEAR TIRE & RUBBER COMPANY

    By:

/s/ Thomas A. Connell

    Thomas A. Connell

    Vice President and Controller

cc:     Jenn Do, Staff Accountant, U.S. Securities and Exchange Commission

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EXHIBIT 1

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

    Three Months Ended

    March 31,

    (In millions, except per share amounts)

    2009

    2008

    NET SALES

    $
    4,942

    Cost of Goods Sold

    3,961

    Selling, Administrative and General Expense

    635

Rationalizations (Note x)

    13

    Interest Expense

    89

    Other
(Income) and Expense (Note x)

    (6
    )

    (Loss) Income before Income Taxes

    250

    United States and Foreign Taxes

    77

    Net (Loss) Income

    173

    Less: Minority Shareholders Net (Loss) Income

    26

    Goodyear Net (Loss) Income

    $
    147

    Goodyear Net (Loss) Income — Per Share

    Basic

    $
    0.61

    Weighted
Average Shares Outstanding (Note x)

    240

    Diluted

    $
    0.60

    Weighted
Average Shares Outstanding (Note x)

    244

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

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

    March 31,

    December 31,

    (In millions)

    2009

    2008

    Assets:

    Current Assets:

    Cash and Cash Equivalents

    $
    1,894

    Accounts
Receivable, less Allowance — $x ($93 in 2008)

    2,547

    Inventories:

    Raw Materials

    714

    Work in Process

    119

    Finished Products

    2,759

    3,592

    Prepaid Expenses and Other Current Assets

    307

    Total Current Assets

    8,340

    Goodwill

    683

    Intangible Assets

    160

    Deferred Income Tax

    54

    Other Assets

    355

    Property, Plant and Equipment
less Accumulated Depreciation — $x ($8,310 in 2008)

    5,634

    Total Assets

    $
    15,226

    Liabilities:

    Current Liabilities:

    Accounts Payable-Trade

    $
    2,509

    Compensation and Benefits

    624

    Other Current Liabilities

    643

    United States and Foreign Taxes

    156

    Notes
Payable and Overdrafts (Note x)

    265

    Long Term
Debt and Capital Leases due within one year (Note x)

    582

    Total Current Liabilities

    4,779

    Long Term
Debt and Capital Leases (Note x)

    4,132

    Compensation and Benefits

    3,487

    Deferred and Other Noncurrent Income Taxes

    193

    Other Long Term Liabilities

    763

    Total Liabilities

    13,354

    Commitments
and Contingent Liabilities (Note x)

    Minority
Shareholders’ Equity (Note x)

    619

    Shareholders’ Equity:

    Goodyear Shareholders’ Equity:

    Preferred Stock, no par value:

    Authorized, 50 shares, unissued

    —

    Common Stock, no par value:

    Auth