SecProbe.io

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 September 29, 2025

Christina Zamarro
Chief Financial Officer
The Goodyear Tire & Rubber Company
200 Innovation Way
Akron , Ohio 44316

 Re: The Goodyear Tire & Rubber Company
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-01927
Dear Christina Zamarro:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 THE GOODYEAR TIRE & RUBBER COMPANY
 Akron, Ohio 44316-0001
 September 23, 2025 VIA EDGAR
 Mr. Charles Eastman Ms. Melissa Gilmore
 U.S. Securities and Exchange Commission Division of
Corporation Finance Office of Manufacturing 100 F Street,
NE Washington, D.C. 20549

 Re:
 The Goodyear Tire & Rubber Company

  
 Form 10-K for Fiscal Year Ended December 31, 2024

  
 Form 10-Q for Fiscal Quarter Ended June 30, 2025

  
 File No. 001-01927
 Dear Mr. Eastman and Ms. Gilmore:
 This letter is in response to the letter, dated September 10, 2025 (the “Comment Letter”), from the Division of Corporation
Finance, Office of Manufacturing, of the U.S. Securities and Exchange Commission (the “Commission”), to Ms. Christina Zamarro, 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 filings.
 For the convenience of the Commission staff, we have repeated your comment in italics before our response. The Company respectfully submits
the following information in response to the Comment Letter. Form 10-Q for the Period Ended June 30, 2025
 Notes to Consolidated Financial Statements
 Note 16. Revision of Previously Issued Financial Statements, page 33

 1.
 We note your disclosure that you identified and corrected immaterial errors related to your historical
presentation of your foreign operations in Turkey. Please tell us further details of the error, including, but not limited to, a discussion of who identified the error, when, and how, and whether it was the result of any control deficiency. In your
response ensure you include a thorough discussion and description of the control deficiency to the extent one was identified, the Company’s evaluation of whether it was a control deficiency, significant deficiency, or material weakness, and
any remediation plans. To the extent the Company concluded there was not a control deficiency, tell us why. In preparing the
consolidated financial statements as of and for the three and six months ended June 30, 2025, we identified immaterial errors in our previously issued financial statements related to our historical computation of currency remeasurement of our
operations in Turkey, which was designated as a highly inflationary economy beginning April 1, 2022. Our Turkey operations represented approximately 2% of consolidated total revenues and less than 1% of consolidated total assets in each of the
years ended December 31, 2024, 2023 and 2022. During the second quarter of 2022, as a result of Turkey’s designation

as a highly inflationary economy, we implemented a process to remeasure the results of operations and balance sheet of our operations in Turkey into our parent company reporting currency (i.e.,
the U.S. dollar or USD), with remeasurement gains and losses recognized in earnings to reflect the impact of currency translation on our financial results. This remeasurement process included a manual process to remeasure the accounts for inventory
and accounts payable because of system architecture complexities and our operations in Turkey making purchases using multiple currencies, primarily Turkish lira, euro and USD.
 During the second quarter of 2025, management identified the error through our controls over our quarter-end financial
statement close procedures. We determined that the error in the manual process to record the impact of Turkey hyperinflationary accounting was isolated to the inventory and accounts payable financial statement line items in Turkey, which were
manually calculated as described above. For the error identified, we analyzed the root cause of the control deficiency that led to the error and
evaluated the severity of the control deficiency, both individually and in the aggregate, based on the SEC’s Guidance Regarding Management’s Report on Internal Control Over Financial Reporting Under Section 13(a) or 15(d) of the
Securities Exchange Act of 1934. We determined the control deficiency that led to the error is a design deficiency due to the lack of an effectively
designed control in Turkey to verify that the expected translated balance from Turkish lira to USD agreed to the manually calculated translated balance recorded in the general ledger. In evaluating the severity of the deficiency, we assessed the
potential magnitude of the potential misstatement that could result from the deficiency and whether there is a reasonable possibility that the Company’s Internal Control over Financial Reporting (ICFR) will fail to prevent or detect a
misstatement of a financial statement amount or disclosure that would be material to the consolidated financial statements. Specifically, we considered the following when evaluating the severity of the deficiency, including assessing the magnitude
of the potential misstatement that could result from the deficiency:

 •

 The deficiency relates to the lack of an effectively designed control around hyperinflationary accounting that is
specific to Turkey. We operate in two hyperinflationary countries, Turkey and Argentina, and we have separate processes, controls and enterprise resource planning (“ERP”) systems to account for our operations in each such country.
Specifically, Turkey hyperinflationary accounting includes a manual process and Argentina hyperinflationary accounting is calculated systematically within a separate ERP system. Therefore, the deficiency is not pervasive in nature and does not, and
cannot, impact transactions outside of Turkey.

 •

 The manual calculation relating to Turkey hyperinflation only impacts the inventory and accounts payable
accounts, further confining the potential misstatement that could result from the deficiency to those two accounts in Turkey.

 •

 We considered whether the potential misstatement that could result from the deficiency could be larger than the
actual error that occurred. We concluded it is not reasonably possible that the potential misstatement could be larger than the actual error that occurred given the size of our operations in Turkey, as noted above, and the significant volatility in
exchange rates for the Turkish lira during 2022 and 2023. During 2022 and throughout 2023, the economic environment in Turkey changed significantly as energy prices in Europe increased as a result of the Russia-Ukraine conflict. At this time, there
was an increase in exchange rate volatility which resulted in a significant devaluation of the Turkish lira against the USD during 2022 and 2023. When considering the historical volatility in the Turkish lira against the USD prior to 2022, as well
as the volatility in 2024 and for the first six months of 2025, and the size of the Turkey inventory and account payable accounts, we concluded it is not reasonably possible that the potential misstatement resulting from the deficiency could be
larger than the actual error that occurred, which management determined was not material to the consolidated financial statements in any previously issued annual or interim financial statements.
 2

 •

 The deficiency relates to the design of a specific control activity that only operates in Turkey and is not
indicative of a broader deficiency related to the period-end financial reporting process or a deficiency in one of the other components of the Committee of Sponsoring Organizations of the Treadway Commission
framework, such as the control environment or risk assessment.

 •

 Given the underlying root causes, and considering the impacted accounts and business processes, there are no
other control deficiencies that warrant aggregation with this design deficiency.

 •

 There are no other indicators that the deficiency represents a material weakness (e.g., identification of fraud
on the part of senior management, ineffective oversight by the Company’s Audit Committee, or restatement of previously issued financial statements to reflect the correction of a material misstatement).
 Based on the aforementioned considerations, the magnitude of the potential misstatement that is at least reasonably possible is not material to either the
interim or annual financial statements. Therefore, we concluded the control deficiency was a significant deficiency but did not rise to the level of a material weakness, either individually or in the aggregate, and that our ICFR remained effective.
As part of our normal quarterly disclosure process, the Audit Committee was informed of management’s findings and our conclusions prior to the issuance of our earnings release and the filing of our Form
 10-Q for the second quarter of 2025. We implemented a remediation plan which includes a redesigned balance sheet
remeasurement control to calculate translated Turkey balances and agree them to the USD general ledger. We will continue to perform this control as long as Turkey is classified as a highly inflationary economy.
 *  *  *
 Please direct any questions, comments or advice of the Commission staff to the undersigned at 330-796-0228.

 Respectfully submitted,

 The Goodyear Tire & Rubber Company

 By:

 /s/ Margaret V. Snyder

 Margaret V. Snyder

 Vice President and Controller

 cc:
 Christina L. Zamarro, The Goodyear Tire & Rubber Company
 Daniel T. Young, The Goodyear Tire & Rubber Company
 3

<DOCUMENT>
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<TEXT>
 September 10, 2025

Christina Zamarro
Chief Financial Officer
The Goodyear Tire & Rubber Company
200 Innovation Way
Akron , Ohio 44316

 Re: The Goodyear Tire & Rubber Company
 Form 10-K for Fiscal Year Ended December 31, 2024
 Form 10-Q for Fiscal Quarter Ended June 30, 2025
 File No. 001-01927
Dear Christina Zamarro:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe
our comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-Q for the Period Ended June 30, 2025
Notes to Consolidated Financial Statements
Note 16. Revision of Previously Issued Financial Statements, page 33

1. We note your disclosure that you identified and corrected immaterial
errors related to
 your historical presentation of your foreign operations in Turkey.
Please tell us further
 details of the error, including, but not limited to, a discussion of who
identified the
 error, when, and how, and whether it was the result of any control
deficiency. In your
 response ensure you include a thorough discussion and description of the
control
 deficiency to the extent one was identified, the Company's evaluation of
whether it
 was a control deficiency, significant deficiency, or material weakness,
and any
 remediation plans. To the extent the Company concluded there was not a
control
 deficiency, tell us why.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
 September 10, 2025
Page 2

action or absence of action by the staff.

 Please contact Charles Eastman at 202-551-3794 or Melissa Gilmore at
202-551-3777
with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
November 17, 2023
Christina L. Zamarro
Chief Financial Officer
The Goodyear Tire & Rubber Company
200 Innovation Way
Akron, Ohio 44316-0001
Re:The Goodyear Tire & Rubber Company
Form 10-K for the Fiscal Year Ended December 31, 2022
File No. 001-01927
Dear Christina L. Zamarro:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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CORRESP

 THE GOODYEAR TIRE & RUBBER COMPANY

Akron, Ohio 44316-0001

November 7, 2023

 VIA EDGAR

 Ms. Beverly Singleton

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 Office
of Manufacturing

 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, 2022

Form 10-Q for the Quarterly Period Ended June 30, 2023

Response dated October 3, 2023

File No. 001-01927

 Dear Ms. Singleton:

This letter is in response to the letter, dated October 6, 2023 (the “Comment Letter”), from the Division of Corporation
Finance, Office of Manufacturing, of the U.S. Securities and Exchange Commission (the “Commission”), to Ms. Christina L. Zamarro, 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 filings.

For the convenience of the Commission staff, we have repeated your comment in italics before our response. The Company respectfully submits
the following information in response to the Comment Letter.

 Form 10-Q for the Quarterly Period Ended
June 30, 2023

 Notes to Consolidated Financial Statements, page 7

1.
 We note your response and your conclusion that at June 30, 2023, after evaluating macroeconomic
conditions, your market capitalization and your results of operations, that it was not more likely than not that the fair values of our goodwill or indefinite-lived intangible assets were less than their respective carrying values and, therefore,
you did not have any impairment. We also noted, to some extent, deterioration in your operating results (i.e., decreasing income before income taxes) and cash flows from operations between the interim and annual reporting periods. Please refer to
Item 303(b)(3) of Regulation S-K and expand your disclosures in future filings to address the following:

•

 provide a more detailed description of the key assumptions you used to estimate fair value, including how the
key assumptions were determined;

•

 discuss the degree of uncertainty associated with the key assumptions, including material changes in the key
assumptions during the periods presented;

•

 describe the potential events and/or changes in circumstances that could result in additional impairment
charges; and

•

 disclose the percentage by which your estimated fair value exceeds your carrying value as of the date of your
most recent impairment test.

 The Company has included the following in “Note 1. Accounting Policies” and in
“Critical Accounting Policies – Goodwill and Intangible Assets” in Management’s Discussion and Analysis of Financial Condition and Results of Operations in its Form 10-Q for the quarterly
period ended September 30, 2023:

 “NOTE 1. ACCOUNTING POLICIES

Goodwill and Intangible Assets

 Goodwill and
indefinite-lived intangible assets are tested for impairment annually or more frequently if an indicator of impairment is present. Intangible assets with finite lives are amortized over their useful lives and are reviewed for impairment whenever
events or circumstances warrant such review. Goodwill and intangible assets would be written down to fair value if considered impaired. Goodwill and Intangible Assets totaled $1,010 million and $975 million, respectively, at
September 30, 2023, compared to $1,014 million and $1,004 million, respectively, at December 31, 2022. At September 30, 2023, the goodwill associated with reporting units in our Americas, Europe, Middle East and Africa
(“EMEA”) and Asia Pacific segments was $724 million, $230 million and $56 million, respectively.

 In the third quarter, we
reduced the near-term and long-term outlook of our EMEA segment based on recent business performance and the industry outlook. As announced in the third quarter, we are reviewing various strategic actions to improve EMEA’s operations, including
the approved rationalization and workforce reorganization plan. We viewed these events as triggering events and performed a quantitative analysis of the fair value of the EMEA reporting unit. We determined the estimated fair value for the EMEA
reporting unit based on discounted cash flow projections. The most critical assumptions used in the calculation of the fair value of the EMEA reporting unit are the projected revenue, projected operating margin and discount rate. Our forecast of
future cash flows is based on our best estimate of projected revenue and projected operating margin, based primarily on pricing, raw material costs, market share, industry outlook, general economic conditions and strategic actions to improve
EMEA’s operating margin, as described above. Based on our interim impairment test, EMEA had an estimated fair value that exceeded its carrying value, including goodwill, by approximately 15%.

The fair value of the EMEA reporting unit’s goodwill is sensitive to differences between estimated and actual cash flows, including changes in the
projected revenue, projected operating margin and discount rate used to evaluate the fair value of these assets. Although we believe our estimate of fair value is reasonable, the reporting unit’s future financial performance is dependent on our
ability to execute our business plan and to successfully implement the aforementioned strategic actions which we expect will improve our long-term operating margin. If a reporting unit’s future financial performance falls below our
expectations, there are adverse revisions to significant assumptions, or our market capitalization declines further or does not improve from the strategic actions we are implementing, this could be indicative that the fair values of each of our
reporting units has declined below their carrying values, and therefore we may need to record a material, non-cash goodwill impairment charge in a future period.

At September 30, 2023, after evaluating macroeconomic conditions, our market capitalization and our current and future results of operations, we
concluded that there were no triggering events and it was not more likely than not that the fair values of our reporting units within our Americas and Asia Pacific segments or indefinite-lived intangible assets were less than their respective
carrying values and, therefore, did not have any impairment.

 2

 CRITICAL ACCOUNTING POLICIES

Goodwill and Intangible Assets. Goodwill and indefinite-lived intangible assets are tested for impairment annually or more frequently if an indicator of
impairment is present. Intangible assets with finite lives are amortized over their useful lives and are reviewed for impairment whenever events or circumstances warrant such review. Goodwill and intangible assets would be written down to fair value
if considered impaired. Goodwill and Intangible Assets totaled $1,010 million and $975 million, respectively, at September 30, 2023, compared to $1,014 million and $1,004 million, respectively, at December 31, 2022. At
September 30, 2023, the goodwill associated with reporting units in our Americas, EMEA and Asia Pacific segments was $724 million, $230 million and $56 million, respectively.

Goodwill and intangible assets with indefinite useful lives are not amortized but are assessed for impairment annually on October 31st with the option to
perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of the reporting unit or indefinite-lived intangible asset to its carrying value. In
addition to the annual assessment, impairment evaluation is considered during interim quarters when events occur or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. During our annual
impairment assessment and in subsequent interim quarters, we review events that occur or circumstances that change, including the macroeconomic environment, our business performance and our market capitalization, to determine if a quantitative
impairment assessment is necessary. We review our business performance and the macroeconomic environment against our recent expectations and evaluate book value compared to market capitalization, including fluctuations in our stock price, to
determine if this could be an indicator of potential impairment. Consideration is given as to whether a fluctuation in our stock price is a result of current market conditions, due to a transitory event or an event that is expected to continue to
affect us, or is consistent with our historical stock price volatility. We also consider these factors compared to the results of our most recent quantitative goodwill impairment assessment.

Under the qualitative assessment, we assess whether it is more likely than not (defined as a likelihood of more than 50%) that the fair value of our goodwill
or indefinite-lived intangible assets is less than the respective carrying values. If it is more likely than not that an impairment exists, then a quantitative impairment assessment is performed. If under the quantitative assessment the fair value
is less than the carrying value, an impairment loss will be recorded for the difference between the carrying value and the fair value. Under the quantitative assessment, we estimate the fair value of goodwill using the discounted cash flows of a
reporting unit and using discounted cash flows following a relief-from-royalty method for indefinite-lived intangible assets. Forecasts of future cash flows are based on our best estimate of projected revenue and projected operating margin, based
primarily on pricing, raw material costs, market share, industry outlook and general economic conditions. Cash flows are discounted using our weighted average cost of capital.

In the third quarter, we reduced the near-term and long-term outlook of our EMEA segment based on recent business performance and the industry outlook. As
announced in the third quarter, we are reviewing various strategic actions to improve EMEA’s operations, including the approved rationalization and workforce reorganization plan. We viewed these events as potential triggering events and
performed a quantitative analysis of the fair value of the EMEA reporting unit. We determined the estimated fair value for the EMEA reporting unit based on discounted cash flow projections. The most critical assumptions used in the calculation of
the fair value of the EMEA reporting unit are the projected revenue, projected operating margin and discount rate. Our forecast of future cash flows is based on our best estimate of projected revenue and projected operating margin, based primarily
on pricing, raw material costs, market share, industry outlook, general economic conditions and strategic actions to improve EMEA’s operating margin,

 3

as described above. Based on our interim impairment test, EMEA had an estimated fair value that exceeded its carrying value, including goodwill, by approximately 15%.

The following table highlights the sensitivities of the EMEA reporting unit’s goodwill as of September 30, 2023:

EMEA
Reporting
Unit
Goodwill

 Assumption:

 Approximate percentage by which the fair value exceeds the carrying value based on the interim
impairment test

15
%

 Approximate percentage by which the fair value exceeds the carrying value if the discount rate
were to increase by 0.5%

6
%

 Approximate percentage by which the fair value exceeds the carrying value if the projected
operating margin were to decrease by 0.5%

0
%

 Approximate percentage by which the fair value exceeds the carrying value if the projected
revenue were to decrease by 0.5%

12
%

 The fair value of the EMEA reporting unit’s goodwill is sensitive to differences between estimated and actual cash flows,
including changes in the projected revenue, projected operating margin and discount rate used to evaluate the fair value of these assets. Although we believe our estimate of fair value is reasonable, the reporting unit’s future financial
performance is dependent on our ability to execute our business plan and to successfully implement the aforementioned strategic actions which we expect will improve our long-term operating margin. If a reporting unit’s future financial
performance falls below our expectations, there are adverse revisions to significant assumptions, or our market capitalization declines further or does not improve from the strategic actions we are implementing, this could be indicative that the
fair values of each of our reporting units has declined below their carrying values, and therefore we may need to record a material, non-cash goodwill impairment charge in a future period.

At September 30, 2023, after evaluating macroeconomic conditions, our market capitalization and our current and future results of operations, we
concluded that there were no triggering events and it was not more likely than not that the fair values of our reporting units within our Americas and Asia Pacific segments or indefinite-lived intangible assets were less than their respective
carrying values and, therefore, did not have any impairment. Future changes in the judgments, assumptions and estimates that are used in our impairment testing for goodwill and indefinite-lived intangible assets, including discount rates and cash
flow projections, could result in significantly different estimates of the fair values. A significant reduction in the estimated fair values could result in impairment charges that could adversely affect our results of operations.”

In addition, in accordance with ASC
350-20-35-3B, we have determined as part of our annual impairment analysis as of October 31, 2023, we will perform a
quantitative assessment on all reporting units and update our disclosures in our Form 10-K for the fiscal year ending December 31, 2023, as appropriate, based on the outcome of that testing.

 4

*        *         *

Please direct any questions, comments or advice of the Commission staff to the undersigned at 330-796-0228.

Respectfully submitted,

The Goodyear Tire & Rubber Company

By:

/s/ Margaret V. Snyder

Margaret V. Snyder

Vice President and Controller

cc:
 Melissa Gilmore, U.S. Securities and Exchange Commission

Christina L. Zamarro, The Goodyear Tire & Rubber Company

Daniel T. Young, The Goodyear Tire & Rubber Company

 5

CORRESP
1
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CORRESP

 THE GOODYEAR TIRE & RUBBER COMPANY

Akron, Ohio 44316-0001

October 20, 2023

 VIA EDGAR

 Ms. Beverly Singleton

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 Office
of Manufacturing

 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, 2022

 
 Form 10-Q for the Quarterly Period Ended June 30, 2023

 
 Response dated October 3, 2023

 
 File No. 001-01927

Dear Ms. Singleton:

 The Goodyear
Tire & Rubber Company (the “Company”) hereby advises the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) that the Company has received the Staff’s letter dated
October 6, 2023 (the “Comment Letter”), with respect to the above-referenced filings. The Comment Letter requests that the Company respond within ten (10) business days from the date thereof or advise the Staff of when the
Company will provide a response. As discussed with you, the Company respectfully requests an extension until November 7, 2023 to respond to the Comment Letter in order to complete our evaluation of goodwill and intangible assets for the third
quarter of 2023. Should you have any questions, please call me at 330-796-4141 or Margaret Snyder at
330-796-0228. Thank you very much for your courtesy and cooperation in this matter.

 Respectfully submitted,

 The Goodyear Tire & Rubber Company

 By:

 /s/ Daniel T. Young

 Daniel T. Young

 Secretary

cc:
 Melissa Gilmore, U.S. Securities and Exchange Commission

Christina L. Zamarro, The Goodyear Tire & Rubber Company

Margaret V. Snyder, The Goodyear Tire & Rubber Company

United States securities and exchange commission logo
October 6, 2023
Christina L. Zamarro
Chief Financial Officer
The Goodyear Tire & Rubber Company
200 Innovation Way
Akron, Ohio 44316-0001
Re:The Goodyear Tire & Rubber Company
Form 10-K for the Fiscal Year Ended December 31, 2022
Form 10-Q for the Quarterly Period Ended June 30, 2023
Response dated October 3, 2023
File No. 001-01927
Dear Christina L. Zamarro:
            We have reviewed your October 3, 2023 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our September 19, 2023
letter.
Form 10-Q for the Quarterly Period Ended June 30, 2023
Notes to Consolidated Financial Statements, page 7
1.We note your response and your conclusion that at June 30, 2023, after evaluating
macroeconomic conditions, your market capitalization and your results of operations, that
it was not more likely than not that the fair values of our goodwill or indefinite-lived
intangible assets were less than their respective carrying values and, therefore, you did not
have any impairment.  We also noted, to some extent, deterioration in your operating
results (i.e., decreasing income before income taxes) and cash flows from operations
between the interim and annual reporting periods.  Please refer to Item 303(b)(3) of
Regulation S-K and expand your disclosures in future filings to address the following:

• provide a more detailed description of the key assumptions you used to estimate fair

 FirstName LastNameChristina L. Zamarro
 Comapany NameThe Goodyear Tire & Rubber Company
 October 6, 2023 Page 2
 FirstName LastName
Christina L. Zamarro
The Goodyear Tire & Rubber Company
October 6, 2023
Page 2
value, including how the key assumptions were determined;

• discuss the degree of uncertainty associated with the key assumptions, including material
changes in the key assumptions during the periods presented;

• describe the potential events and/or changes in circumstances that could result in
additional impairment charges; and

• disclose the percentage by which your estimated fair value exceeds your carrying value
as of the date of your most recent impairment test.

            Please contact Beverly Singleton at 202-551-3328 or Melissa Gilmore at 202-551-3777 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 THE GOODYEAR TIRE & RUBBER COMPANY

Akron, Ohio 44316-0001

October 3, 2023

 VIA EDGAR

 Ms. Beverly Singleton

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 Office
of Manufacturing

 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, 2022

Filed February 13, 2023

Form 10-Q for the Quarterly Period Ended June 30, 2023

Filed August 3, 2023

 File
No. 001-01927

 Dear Ms. Singleton:

This letter is in response to the letter, dated September 19, 2023 (the “Comment Letter”), from the Division of Corporation
Finance, Office of Manufacturing, of the U.S. Securities and Exchange Commission (the “Commission”), to Ms. Christina L. Zamarro, 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 filings.

For the convenience of the Commission staff, we have repeated your comment in italics before our response. The Company respectfully submits
the following information in response to the Comment Letter.

 Form 10-Q for the Quarterly Period Ended
June 30, 2023

 Notes to Consolidated Financial Statements, page 7

1.
 We note in your recent 10-K disclosures that at October 31,
2022, after considering the results of your most recent quantitative annual testing for each reporting unit and indefinite-lived intangible asset, results of valuations related to the acquisition of Cooper Tire, the capital markets environment,
macroeconomic conditions, tire industry competition and trends, our results of operations, and other factors, you concluded that it was not more likely than not that the fair values of your reporting units or indefinite-lived intangible assets were
less than their respective carrying values and, therefore, did not perform a quantitative analysis. We further note in your 10-Q for the period ended June 30, 2023, we note that your results of operations
during the second [quarter] and first six months of 2023 reflected a

difficult macroeconomic environment including a softening industry demand, lower volumes, inflationary impacts as well as other factors and that your net book value currently exceeds your market
capitalization. However, we noted no revisions to your disclosures related to goodwill under critical accounting estimates in MD&A in subsequent quarterly filings that address these factors. Please revise future filings to address if and how
these factors impacted your determination to test goodwill for impairment as of an interim date and, if not, explain why not. Please also revise future filings to explain if and how you consider market capitalization in determining the estimated
fair values of reporting units. Refer to ASC 350-20-35-3C, ASC 350-20-35-22 to 24 and ASC 350-20-35-30.

The Company will update its disclosure of “Critical Accounting Policies – Goodwill and Intangible Assets” in Management’s
Discussion and Analysis of Financial Condition and Results of Operations in its Form 10-Q for the quarterly period ending September 30, 2023 and in subsequent periodic filings, if appropriate, as follows:

 “CRITICAL ACCOUNTING POLICIES

 Goodwill and
Intangible Assets. Goodwill and indefinite-lived intangible assets are tested for impairment annually or more frequently if an indicator of impairment is present. Intangible assets with finite useful lives are amortized over their useful lives,
and reviewed for impairment whenever events or circumstances warrant such a review. Goodwill and intangible assets would be written down to fair value if considered impaired. Goodwill and Intangible Assets totaled [$1,018] million and [$983]
million, respectively, at [June 30, 2023].

 Goodwill and intangible assets with indefinite useful lives are not amortized but are assessed for impairment
annually on October 31st with the option to perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the
fair value of the reporting unit or indefinite-lived intangible asset to its carrying value. In addition to the annual assessment, impairment evaluation is considered during interim quarters when events occur or circumstances change that would more
likely than not reduce the fair value of the asset below its carrying value. During our annual impairment assessment and in subsequent interim quarters, we review events that occur or circumstances that change, including the macroeconomic
environment, our business performance and our market capitalization, to determine if a quantitative impairment assessment is necessary. We review our business performance and the macroeconomic environment against our recent expectations and evaluate
book value compared to market capitalization, including fluctuations in our stock price, to determine if this could be an indicator of potential impairment. Consideration is given as to whether a fluctuation in our stock price is a result of current
market conditions, an event that is expected to continue to affect us, and our historical price volatility. We also consider these factors compared to the results of our most recent quantitative goodwill impairment assessment.

Under the qualitative assessment, we assess whether it is more likely than not (defined as a likelihood of more than 50%) that the fair value of our goodwill
or indefinite-lived intangible assets is less than the respective carrying values. If it is more likely than not that an impairment exists, then a quantitative impairment assessment is performed. If under the quantitative assessment the fair value
is less than the carrying value, an impairment loss will be recorded for the difference between the carrying value and the fair value. Under the quantitative assessment, we estimate the fair value of goodwill using the discounted cash flows of a
reporting unit and using discounted cash flows following a relief-from-royalty method for indefinite-lived intangible assets. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses, based primarily
on pricing, raw material costs, market share and general economic conditions. Cash flows are discounted using our weighted average cost of capital.

 2

 At [June 30, 2023], after evaluating macroeconomic conditions, our market capitalization and our results of
operations, we concluded that it was not more likely than not that the fair values of our goodwill or indefinite-lived intangible assets were less than their respective carrying values and, therefore, did not have any impairment.”

* * *

 Please direct
any questions, comments or advice of the Commission staff to the undersigned at 330-796-0228.

Respectfully submitted,

The Goodyear Tire & Rubber Company

By:

 /s/ Margaret V. Snyder

Margaret V. Snyder

Vice President and Controller

cc:
 Melissa Gilmore, U.S. Securities and Exchange Commission

Christina L. Zamarro, The Goodyear Tire & Rubber Company

Daniel T. Young, The Goodyear Tire & Rubber Company

 3

United States securities and exchange commission logo
September 19, 2023
Christina L. Zamarro
Chief Financial Officer
The Goodyear Tire & Rubber Company
200 Innovation Way
Akron, Ohio 44316-0001
Re:The Goodyear Tire & Rubber Company
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 13, 2023
Form 10-Q for the Quarterly Period Ended June 30, 2023
Filed August 3, 2023
File No. 001-01927
Dear Christina L. Zamarro:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Quarterly Period Ended June 30, 2023
Notes to Consolidated Financial Statements, page 7
1.We note in your recent 10-K disclosures that at October 31, 2022, after considering the
results of your most recent quantitative annual testing for each reporting unit and
indefinite-lived intangible asset, results of valuations related to the acquisition of Cooper
Tire, the capital markets environment, macroeconomic conditions, tire industry
competition and trends, our results of operations, and other factors, you concluded that it
was not more likely than not that the fair values of your reporting units or indefinite-lived
intangible assets were less than their respective carrying values and, therefore, did not
perform a quantitative analysis.  We further note in your 10-Q for the period ended June
30, 2023, we note that your results of operations during the second and first six months of
2023 reflected a difficult macroeconomic environment including a softening

 FirstName LastNameChristina L. Zamarro
 Comapany NameThe Goodyear Tire & Rubber Company
 September 19, 2023 Page 2
 FirstName LastName
Christina L. Zamarro
The Goodyear Tire & Rubber Company
September 19, 2023
Page 2
industry demand, lower volumes, inflationary impacts as well as other factors and that
your net book value currently exceeds your market capitalization.  However, we noted no
revisions to your disclosures related to goodwill under critical accounting estimates in
MD&A in subsequent quarterly filings that address these factors. Please revise future
filings to address if and how these factors impacted your determination to test
goodwill for impairment as of an interim date and, if not, explain why not. Please also
revise future filings to explain if and how you consider market capitalization in
determining the estimated fair values of reporting units. Refer to ASC 350-20-35-
3C, ASC 350-20-35-22 to 24, and ASC 350-20-35-30.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Beverly Singleton at (202) 551-3328 or Melissa Gilmore at (202) 551-
3777 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 THE GOODYEAR TIRE & RUBBER COMPANY

Akron, Ohio 44316-0001

 VIA EDGAR

 March 28, 2022

 Gregory Herbers

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Manufacturing

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 The Goodyear Tire & Rubber Company

 Registration Statement on Form S-4

 File No. 333-263635

Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), hereby requests that the effective date of the above-referenced registration statement on Form S-4 (the “Registration Statement”) be accelerated so that the Registration Statement may become effective at 4 p.m. Eastern Time on March 29, 2022, or as soon as practicable thereafter.

Once the Registration Statement is declared effective, please orally confirm the event with our counsel, Covington & Burling LLP, by calling David H.
Engvall at (202) 662-5307, and then send written confirmation to the addressees listed on the cover of the Registration Statement.

Thank you for your assistance in this matter.

 Very truly yours,

The Goodyear Tire & Rubber Company

By:

/s/ Daniel T. Young

Name:

Daniel T. Young

Title:

 Secretary and Associate

 General
Counsel

 cc: David H. Engvall, Covington & Burling LLP

United States securities and exchange commission logo
March 23, 2022
Dan Young
Secretary and Associate General Counsel
Goodyear Tire & Rubber Co.
200 Innovation Way
Akron, Ohio 44316-0001
Re:Goodyear Tire & Rubber Co.
Registration Statement on Form S-4
Filed March 17, 2022
File No. 333-263635
Dear Mr. Young:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       David Engvall

CORRESP
1
filename1.htm

CORRESP

 THE GOODYEAR TIRE & RUBBER COMPANY

Akron, Ohio 44316-0001

 VIA EDGAR

 March 30, 2021

 Mr. Sergios Chinos

Staff Attorney

 Office of Manufacturing and Construction

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E

 Washington, D.C. 20549-7010

Re:
 The Goodyear Tire & Rubber Company

Registration Statement on Form S-4

File No. 333-254482

Ladies and Gentlemen:

 In accordance with Rule 461 promulgated
under the Securities Act of 1933, as amended, The Goodyear Tire & Rubber Company (the “Company”) hereby respectfully requests acceleration of the effectiveness of the Company’s Registration Statement on Form S-4 (File No. 333-254482), in connection with the proposed transaction involving the Company, Vulcan Merger Sub Inc. and Cooper Tire & Rubber Company, to 4:00
p.m., Eastern Time, on April 1, 2021, or as soon thereafter as is practicable.

 Please contact David S. Huntington, of Paul, Weiss, Rifkind,
Wharton & Garrison LLP, counsel to the Company, at (212) 373-3124, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this
matter.

 * * * * *

 Respectfully submitted,

THE GOODYEAR TIRE & RUBBER COMPANY

By:

/s/ Daniel T. Young

 Daniel T. Young

 Secretary and Associate General Counsel

cc:
 David Phillips – The Goodyear Tire & Rubber Company

Stephen Zamansky – Cooper Tire & Rubber Company

Scott A. Barshay – Paul, Weiss, Rifkind, Wharton & Garrison LLP

Kyle T. Seifried – Paul, Weiss, Rifkind, Wharton & Garrison LLP

David S. Huntington – Paul, Weiss, Rifkind, Wharton & Garrison LLP

James P. Dougherty – Jones Day

Benjamin L. Stulberg – Jones Day

United States securities and exchange commission logo
March 22, 2021
David E. Phillips
Senior Vice President and General Counsel
Goodyear Tire & Rubber Co /OH/
200 Innovation Way
Akron, Ohio 44316
Re:Goodyear Tire & Rubber Co /OH/
Registration Statement on Form S-4
Filed March 19, 2021
File No. 333-254482
Dear Mr. Phillips:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Scott A. Barshay

December 7, 2018
Darren Wells
Chief Financial Officer
GOODYEAR TIRE & RUBBER CO /OH/
200 Innovation Way
Akron, Ohio 44316-0001
Re:GOODYEAR TIRE & RUBBER CO /OH/
Form 10-K for Fiscal Year Ended December 31, 2017
Filed February 8, 2018
File No. 001-01927
Dear Mr. Wells:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

CORRESP

 THE GOODYEAR TIRE & RUBBER COMPANY

Akron, Ohio 44316-0001

December 6, 2018

VIA EDGAR

 Ms. Tracey Houser

Staff Accountant

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Manufacturing and
Construction

 100 F Street, NE

 Washington, D.C. 20549-7010

Re:
 The Goodyear Tire & Rubber Company

Form 10-K for Fiscal Year Ended December 31, 2017

Filed February 8, 2018

File No. 001-01927

Dear Ms. Houser:

 This letter is in
response to the letter, dated November 20, 2018 (the “Comment Letter”), from the Division of Corporation Finance, Office of Manufacturing and Construction, of the U.S. Securities and Exchange Commission (the “Commission”),
to Mr. Darren 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 your comment in italics before our response. The
Company respectfully submits the following information in response to the Comment Letter.

 Form 10-K for Fiscal
Year Ended December 31, 2017

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

 Deferred Tax Asset
Valuation Allowance and Uncertain Income Tax Positions, page 34

1.
 Considering the significance of the $749 million of foreign tax credits deferred tax assets to your
consolidated financial statements and your conclusion that your undistributed foreign earnings are indefinitely reinvested, please expand your disclosures to clearly explain to investors the specific source of foreign income you are relying on to
fully realize your foreign tax credits deferred tax assets. Please refer to comment 4 in our letter dated December 22, 2016, and comment 2 in our letter dated February 3, 2017, along with your corresponding letters dated January 9,
2017, and February 7, 2017, respectively.

 For many years prior to 2015, the Company incurred losses in the U.S. for tax purposes that
offset our income from foreign sources and, as a result, created a build-up of foreign tax credits (“FTCs”), including U.S. losses in 2013 and 2014 primarily due to deducting approximately
$2 billion of pension contributions related to the funding of our salaried and hourly U.S. pension plans. In 2015 through 2017, we generated U.S. taxable income, excluding dividends, of approximately $1.2 billion and our current forecasts
have U.S. profitability continuing for the foreseeable future. Due to this improvement in domestic profitability since 2014, we utilized all of our U.S. federal net operating losses as of December 31, 2016 and began utilizing our FTC deferred
tax assets at that time.

 The Tax Cuts and Jobs Act (the “Tax Act”) enacted into law in the U.S. on December 22, 2017
included provisions that favorably impacted the Company’s ability to utilize its FTCs before they expire, such as permitting 100% (50% under prior law) of our domestic profitability to be re-characterized
as foreign source income to the extent domestic losses have offset foreign source income in prior years. As disclosed in Note 6, Income Taxes (at page 74) of the Company’s Form 10-K for the fiscal
year ended December 31, 2017, the Company had approximately $1 billion of undistributed earnings of foreign subsidiaries that are indefinitely reinvested in property, plant and equipment and working capital and, as such, are not available
for repatriation. The Company also has undistributed earnings of foreign subsidiaries that are not indefinitely reinvested. During 2018, the Company repatriated some of these undistributed earnings primarily by intercompany dividends from its
foreign subsidiaries, including from subsidiaries in Singapore and Japan during the second quarter of 2018, and may take similar actions in the future. These actions typically lower U.S. interest expense, for example by reducing intercompany loans,
and, thus, increase U.S. profitability which can then be re-recharacterized as foreign source income.

On the other hand, the Tax Act also reduced the corporate income tax rate in the U.S. from 35% to 21%, which may negatively impact our ability
to fully utilize our FTCs before they expire as there will be a corresponding decrease in U.S. tax to offset with the FTCs.

 The Company
will expand its disclosures to clearly identify the sources of income it is relying on to realize its FTC deferred tax assets, including the amount of undistributed earnings of foreign subsidiaries that are available for repatriation, in its Form 10-K for the fiscal year ended December 31, 2018 and, to the extent FTCs remain material to the Company, in other future filings.

In the Critical Accounting Policies section of MD&A, when discussing deferred tax asset valuation allowances and uncertain income tax
positions, the following disclosures will be added:

 “Our net deferred tax assets include approximately $xxx million of foreign tax
credits generated primarily from the receipt of foreign dividends. Our earnings and projections along with three significant sources of foreign source income provide us sufficient positive evidence to avoid setting up a valuation allowance against
these credits while also considering the negative evidence of their limited carryforward periods. Those sources of foreign source income are (1) 100% of our domestic profitability can be re-characterized as
foreign source income under current U.S. tax law to the extent domestic losses have offset foreign source income in prior years, (2) annual net foreign source income, exclusive of dividends, primarily from royalties and (3) if necessary,
we can enact tax planning strategies, including the ability to capitalize research and development costs annually, accelerate income on cross border sales of inventory or raw materials to our subsidiaries and reduce U.S. interest expense by, for
example, reducing intercompany loans through repatriating

 2

undistributed earnings of foreign subsidiaries that are not indefinitely reinvested, all of which would increase our domestic profitability. There is a risk that future foreign source income will
not be sufficient to fully utilize these foreign tax credits, however, we believe that it is more likely than not that the sources of foreign taxable income noted above will allow us to fully utilize our foreign tax credits prior to their various
expiration dates.”

 In the Notes to Consolidated Financial Statements, when discussing Income Taxes, the following disclosures will
be added (additions are indicated by underline):

 “We have undistributed earnings of foreign subsidiaries totaling approximately
$xxx million, including approximately $xxx million for which no provision for withholding tax is required because such earnings have been or will be reinvested in property, plant and equipment and working capital. A withholding tax charge of
approximately $xxx million (net of foreign tax credits) would be required if these earnings were to be distributed.”

 As part of our
normal process, we are completing our annual operating plan for 2019 and forecasts of profitability for 2019 and beyond. We expect to finalize our annual operating plan and forecasts before we file our Form
10-K for the fiscal year ended December 31, 2018. Concurrently, we will reassess the realizability of our FTCs, considering our forecasts of future profitability and relevant macroeconomic information
available, including raw material prices and currency exchange rates, which possess a high degree of volatility and can significantly impact our profitability. If we determine that we need to establish a valuation allowance in the fourth quarter of
2018 against any of our FTCs, the proposed additional disclosures noted above, as well as other relevant disclosures, will be updated accordingly.

*            *
  *

 Please direct any questions, comments or advice of the Commission staff to the undersigned at 330-796-4660.

Respectfully submitted,

The Goodyear Tire & Rubber Company

By:

 /s/ Evan M. Scocos

 Evan M. Scocos

 Vice President and
Controller

 cc:    Terence O’Brien, U.S. Securities and Exchange Commission

Darren Wells, The Goodyear Tire & Rubber Company

 3

November 20, 2018
Darren Wells
Chief Financial Officer
GOODYEAR TIRE & RUBBER CO /OH/
200 Innovation Way
Akron, Ohio 44316-0001
Re:GOODYEAR TIRE & RUBBER CO /OH/
Form 10-K for Fiscal Year Ended December 31, 2017
Filed February 8, 2018
File No. 001-01927
Dear Mr. Wells:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2017
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies
Deferred Tax Asset Valuation Allowance and Uncertain Income Tax Positions, page 34
1.Considering the significance of the $749 million of foreign tax credits deferred tax assets
to your consolidated financial statements and your conclusion that your undistributed
foreign earnings are indefinitely reinvested, please expand your disclosures to clearly
explain to investors the specific source of foreign income you are relying on to fully
realize your foreign tax credits deferred tax assets.  Please refer to comment 4 in our letter
dated December 22, 2016, and comment 2 in our letter dated February 3, 2017, along with
your corresponding letters dated January 9, 2017, and February 7, 2017, respectively.

 FirstName LastNameDarren Wells
 Comapany NameGOODYEAR TIRE & RUBBER CO /OH/
 November 20, 2018 Page 2
 FirstName LastName
Darren Wells
GOODYEAR TIRE & RUBBER CO /OH/
November 20, 2018
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Tracey Houser, Staff Accountant, at (202) 551-3736, or Terence
O'Brien, Accounting Branch Chief, at (202) 551-3355, with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

Mail Stop 4631
March 24, 2017

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

Re: Goodyear Tire & Rubber Co
 Form 10 -K for Fiscal Year Ended December 31, 2015
Filed February 9 , 201 6
File No. 1 -01927

Dear Ms. Thompson :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy  of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant Chief Accountant

Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

CORRESP

 THE GOODYEAR TIRE & RUBBER COMPANY

Akron, Ohio 44316-0001

February 16, 2017

 VIA EDGAR

 Ms. Melissa N. Rocha

 Senior Assistant
Chief Accountant

 Office of Manufacturing and Construction

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 Fiscal Year Ended December 31,
2015

 Filed February 9, 2016

Form 10-Q for Fiscal Quarter Ended September 30, 2016

Filed October 28, 2016

Response Dated January 9, 2017

Response Dated February 7, 2017

File No. 1-01927

 Dear Ms. Rocha:

This letter is in response to the letter, dated February 3, 2017 (the “Comment Letter”), from you, on behalf of the Division of
Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”), to Ms. Laura K. Thompson, 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 filings and provides additional information, as requested by Ms. Houser during a telephone call with the
Company on February 10, 2017.

 For the convenience of the Commission staff, we have repeated your comment to which additional
information is being provided 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 Fiscal Year Ended December 31, 2015

Note 5. Dissolution of Global Alliance with Sumitomo Rubber Industries, page 71

1.
We note your responses to comments 1 and 2.

•

Please provide us with a comparison of the implied consideration from SRI with the implied and explicit consideration from you for each component of the dissolution transaction and how the consideration
impacted your accounting for each component. As part of your response, please help us understand why you gave GDTNA a $56 million promissory note, considering SRI acquired your 75% ownership interest.

•

Please tell us (a) your carrying value, (b) non-controlling interest, and (c) AOCI of each component as of October 1, 2015.

•

Please tell us how the fair value of each component of the transaction was estimated, including whether SRI participated in the estimation process and/or was in agreement with the estimated fair values.

•

Please tell us how the change in fair value of GDTNA, DGT, and the exclusive license from the preparation of the pro formas as of November 2, 2015, did not impact the cash portion you were required to pay
as part of the dissolution transaction.

•

Please expand your disclosures for the dissolution transaction to provide a discussion of the implied and explicit consideration you gave to SRI and the implied consideration SRI gave to you for the components
of the transaction and to provide the fair value information required by ASC 810-10-50-1B.d. and e. and ASC 820-10-50.

On June 4, 2015, the Company entered into the Framework Agreement with Sumitomo Rubber Industries, Ltd. (“SRI”). The Company
paid SRI a net amount of $271 million upon closing of the dissolution transaction on October 1, 2015 and also delivered a promissory note for $56 million. The promissory note was discussed in our letter to you dated February 7, 2017.

Prior to the dissolution, the Company owned 75% and SRI owned 25% of two companies, Goodyear Dunlop Tires Europe B.V. (“GDTE”) and
Goodyear Dunlop Tires North America, Ltd. (“GDTNA”). In Japan, the Company owned 25% and SRI owned 75% of two companies, Nippon Goodyear Ltd. (“NGY”) and Dunlop Goodyear Tires Ltd. (“DGT”).

Pursuant to the Framework Agreement, the Company sold its 75% interest in GDTNA, 25% interest in DGT and Huntsville, Alabama test track to
SRI. The Company acquired SRI’s 75% interest in NGY and 25% interest in GDTE. SRI also obtained exclusive rights to sell Dunlop brand tires in countries that were previously non-exclusive under the global alliance, including Russia, Turkey and
certain countries in the Middle East and Africa (“EMEA Rights”). The Company retained the exclusive rights to sell Dunlop brand tires in the U.S., Canada and Mexico (“North America Rights”) on a royalty-free basis (prior to the
dissolution, a below-market royalty was paid to SRI for each Dunlop tire that was sold).

 The Company and SRI agreed to the cash payment
of $271 million which represents the total net cash consideration, or boot, that was paid by the Company to SRI upon the dissolution of the global alliance, as described in the immediately preceding paragraph. Subsequent to agreeing to the total net
cash consideration, the Company and SRI worked together to allocate consideration to each of the various components of the transaction in the Framework Agreement, primarily for U.S. federal, state, local and foreign tax purposes as is customary in
transactions

 - 2 -

involving the sale or exchange of assets. That allocation was primarily based on net book value and the methodology provided for in the original joint venture agreement, entered into in 1999, for
exit rights, and allocated the consideration primarily amongst the physical assets, including working capital and property, plant and equipment, exchanged in the transaction. ASC 820-10-35-10A provides that a fair value measurement of a nonfinancial
asset should take into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The
highest and best use is determined from the view of a market participant even if the reporting entity intends a different use. ASC 820-10-30-3 provides examples of when a transaction price might not represent the fair value of an asset or a
liability at initial recognition including the following:

a.
Transaction is between related parties – the dissolution of the joint venture was conducted between the joint venture partners and the transaction prices for the individual components were allocated based primarily
on net book value and the exit rights provided for in the original joint venture agreement.

b.
Unit of account represented by the transaction price is different from the unit of account of the asset or liability measured at fair value – transaction prices in the Framework Agreement were only established for
the purchase and sale of the equity interests in GDTE, NGY, GDTNA and DGT, the test track and the cash consideration. Transaction prices were not separately identified for rights and privileges that were required to be measured separately, namely
the EMEA Rights and the North America Rights.

c.
The market in which the transaction takes place is different from the principal market or most advantageous market – the dissolution of the joint venture was completed as a single exchange between the joint venture
partners. The most advantageous market would have included other market participants and been completed as individual transactions.

Accordingly, the Company concluded that, in order to properly account for this multiple element arrangement and each component of the transaction within its
consolidated financial statements, it needed to complete independent fair value valuations of each component, with the assistance of a third-party specialist, using a highest and best use for a market participant in order to proportionately allocate
the fair value amongst the components. The table below summarizes by component the contractual consideration allocated amount, contractual consideration allocation basis, fair value allocated amount, fair value approach used and appropriate ASC
reference:

 - 3 -

 (in millions USD)

Contractual Consideration Allocation

Fair Value Allocation

 Component

Amount

 Allocation Basis

Amount

 Fair Value Approach

ASC Reference

 Consideration received by the Company:

 GDTE:

 Acquisition of SRI’s 25%
interest

$
387

Approximated historical statutory net book value

$
550

Discounted cash flows and GPCM

ASC 810-10-45-
23, 24

 NGY:

 Acquisition of SRI’s 75%
interest

29

Approximated historical statutory net book value

31

Discounted cash flows and Adjusted Net Asset Value (“NAV”)

ASC 805-30-30-
1,7

 North America Rights

—

No value assigned

8

Relief from Royalty Method

ASC 350-30-25-2

 Total Consideration received

$
416

$
589

 Consideration paid to SRI:

 GDTNA:

Sale of 75% interest

$
125

Based on multiple of historical equity

$
228

Discounted cash flows and GPCM

ASC 810-10-40-
4, 5

 DGT:

Sale of 25% interest

14

Approximated historical statutory net book value

67

Dividend discount model and GPCM

ASC 323-10-35-
35, ASC 830-30-
40-1

 Test Track:

Sale to SRI

6

Approximated net book value

4

Cost and Market approaches

ASC 360-20

 EMEA Rights

—

No value assigned

19

With and Without Method

ASC 845-10-30-1

 Cash

271

271

 Total Consideration paid

$
416

$
589

 A discussion of the Company’s accounting for each component of the transaction, consistent with its white
paper on the dissolution transaction, is presented below.

 - 4 -

 Acquisition of 25% interest in GDTE

The Company acquired SRI’s 25% interest in GDTE. Historically, the Company consolidated GDTE using the voting interest model. The
acquisition of the additional 25% interest in GDTE did not change the Company’s control over GDTE, nor the requirements to consolidate GDTE under the voting interest model. ASC 810-10-45-23 provides that changes in a parent’s ownership
interest while the parent retains a controlling financial interest in a subsidiary shall be accounted for as an equity transaction. No gain or loss shall be recognized in net income and the carrying amount of the non-controlling interest shall be
adjusted to reflect the change in its ownership interest in the subsidiary. Any difference between the fair value of the consideration paid and the amount by which the non-controlling interest is adjusted shall be recognized in equity attributable
to the parent. ASC 810-10-45-24 provides that the carrying amount of accumulated other comprehensive income or loss shall be adjusted to reflect the change in the ownership interest in the subsidiary through equity.

The allocated contractual consideration for GDTE was $387 million, as set forth in our letter to you dated February 7, 2017 and the above
table. As agreed by both parties, the contractual consideration allocated to GDTE approximated 25% of the statutory historical equity of GDTE, which approximated net book value. The Company concluded the appropriate basis for determining the
accounting for GDTE was a comprehensive fair value reflecting the highest and best use from a market participant’s perspective. The Company, working with a third party valuation specialist, estimated the fair value of the 25% interest in GDTE
to be $550 million using a discounted cash flow method and Guideline Public Company Method (“GPCM”). In accordance with ASC 810-10-45-23, the $28 million difference between the estimated fair value of $550 million and the carrying value of
the non-controlling interest of $522 million was adjusted in the Company’s equity. The Accumulated Other Comprehensive Loss (“AOCL”) in the non-controlling interest of $107 million was recorded in the Company’s AOCL.

Acquisition of 75% interest in NGY

The Company acquired SRI’s 75% interest in NGY. Historically, the Company accounted for its 25% non-controlling investment in NGY using
the equity method. In accordance with ASC 805-10-25-1, we concluded NGY was a business. ASC 805-20-25-1, ASC 805-30-30-1 and ASC 805-30-30-7, require that, as of the acquisition date, the acquirer shall recognize separately from goodwill, if any,
the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. The goodwill shall be measured as the excess of (a) over (b):

a.
The aggregate of the following:

1.
The consideration transferred measured in accordance with this section, which generally requires acquisition date fair value,

2.
The fair value of any non-controlling interest in the acquiree, and

3.
In a business combination achieved in stages, the acquisition date fair value of the acquirer’s previously held equity in interest in the acquiree.

 - 5 -

b.
The net of the acquisition date amounts of the identifiable assets acquired and the liabilities assumed.

The allocated contractual consideration for NGY was $29 million, as set forth in our letter to you dated February 7, 2017 and the above
table. As agreed by both parties, the contractual consideration allocated to NGY was based on the original joint venture agreement and approximated 75% of the statutory historical net book value of NGY. The Company concluded the appropriate basis
for determining the accounting for NGY was a comprehensive fair value reflecting the highest and best use from a market participant’s perspective. The Company, working with a third party valuation specialist, estimated the fair value of the 75%
interest in NGY to be $31 million using a discounted cash flow method and the Adjusted Net Asset Value (“NAV”) method. In accordance with ASC 805-30-30-1, the Company recognized goodwill of $6 million which represented the difference
between the fair value of consideration paid of $31 million and the fair value of the previously held equity interest in NGY of $9 million less the identifiable net assets acquired of $34 million.

ASC 805-10-25-10 provides that for a business combination achieved in stages, the acquirer shall remeasure its previously held equity interest
in the acquiree at the acquisition date fair value and recognize the resulting gain or loss in earnings. The amount recognized in earnings should also include the amount of AOCL related to the held investment. In accordance with ASC 805-10-25-10,
the Company recognized a loss of $5 million in earnings which represented the estimated fair value of its 25% interest of $9 million less the carrying value of its equity investment of $9 million and foreign currency translation losses of $5 million
that were included in AOCL.

 Sale of 75% controlling interest in GDTNA

The Company sold its 75% controlling interest in GDTNA to SRI. Historically, the Company consolidated GDTNA using the voting interest model.
ASC 810-10-40-4 and ASC 810-10-40-5 provide that a parent shall deconsolidate a subsidiary as of the date the parent ceases to have a controlling financial interest in that subsidiary and that a parent shall account for the deconsolidation of a
subsidiary or derecognition of a group of assets by recognizing a gain or loss in net income attributable to the parent, measured by the difference between (a) and (b):

a.
The aggregate of:

1.
The fair value of any consideration received,

2.
The fair value of any retained non-controlling investment, and

3.
The carrying amount of any non-controlling interest in the former subsidiary (including AOCL).

b.
The carrying amount of the former subsidiary’s assets and liabilities.

 The allocated
contractual consideration for GDTNA was $125 million, as set forth in our letter to you dated February 7, 2017 and the above table. As agreed by both parties, the contractual consideration allocated to GDTNA was based on the original joint
venture agreement and was based on 75% of the historical equity adjusted by a multiple of equity derived by reference to one comparable company. The Company concluded the appropriate basis for

 - 6 -

determining the accounting for GDTNA was a comprehensive fair value reflecting the highest and best use from a market participant’s perspective. The Company, working with a third party
valuation specialist, estimated the fair value of the 75% interest in GDTNA to be $228 million using a discounted cash flow method and GPCM. In

CORRESP
1
filename1.htm

CORRESP

 THE GOODYEAR TIRE & RUBBER COMPANY

Akron, Ohio 44316-0001

February 7, 2017

VIA EDGAR

 Ms. Melissa N. Rocha

Senior Assistant Chief Accountant

 Office of Manufacturing and
Construction

 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 Fiscal Year Ended December 31, 2015

 Filed February 9, 2016

Form 10-Q for Fiscal Quarter Ended September 30, 2016

Filed October 28, 2016

Response Dated January 9, 2017

File No. 1-01927

Dear Ms. Rocha:

 This letter is in
response to the letter, dated February 3, 2017 (the “Comment Letter”), from you, on behalf of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”), to
Ms. Laura K. Thompson, 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 filings.

 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 Fiscal Year Ended
December 31, 2015

 Note 5. Dissolution of Global Alliance with Sumitomo Rubber Industries, page 71

1.
We note your responses to comments 1 and 2.

•

 Please provide us with a comparison of the implied
consideration from SRI with the implied and explicit consideration from you for each component of the dissolution
transaction and how the consideration impacted your accounting for each

component. As part of your response, please help us understand why you gave GDTNA a $56 million promissory note, considering SRI acquired your 75% ownership interest.

•

Please tell us (a) your carrying value, (b) non-controlling interest, and
(c) AOCI of each component as of October 1, 2015.

•

Please tell us how the fair value of each component of the transaction was estimated, including
whether SRI participated in the estimation process and/or was in agreement with the estimated fair values.

•

Please tell us how the change in fair value of GDTNA, DGT, and the exclusive license from the
preparation of the pro formas as of November 2, 2015, did not impact the cash portion you were required to
pay as part of the dissolution transaction.

•

Please expand your disclosures for the dissolution transaction to provide a discussion of the implied and
explicit consideration you gave to SRI and the implied consideration SRI gave to you for the components of the
transaction and to provide the fair value information required by ASC
810-10-50-1B.d. and e. and ASC 820-10-50.

 On June 4, 2015, the Company entered into the Framework
Agreement with Sumitomo Rubber Industries, Ltd. (“SRI”). The Company paid SRI a net amount of $271 million upon closing of the dissolution transaction on October 1, 2015 and also delivered a promissory note for $56 million.

 Prior to the dissolution, the Company owned 75% and SRI owned 25% of two companies, Goodyear Dunlop Tires Europe B.V. (“GDTE”)
and Goodyear Dunlop Tires North America, Ltd. (“GDTNA”). In Japan, the Company owned 25% and SRI owned 75% of two companies, Nippon Goodyear Ltd. (“NGY”) and Dunlop Goodyear Tires Ltd. (“DGT”).

Pursuant to the Framework Agreement, the Company sold its 75% interest in GDTNA, 25% interest in DGT and Huntsville, Alabama test track to
SRI. The Company acquired SRI’s 75% interest in NGY and 25% interest in GDTE. SRI also obtained exclusive rights to sell Dunlop brand tires in countries that were previously non-exclusive under the global
alliance, including Russia, Turkey and certain countries in the Middle East and Africa. The Company retained the exclusive rights to sell Dunlop brand tires in the replacement market on a royalty-free basis in the U.S., Canada and Mexico.

 - 2 -

•

The implied consideration represented the Company’s estimate of fair value for each component of the dissolution transaction and, as required by ASC
845-10-30-21 and ASC
845-10-30-1, was used as the basis for our financial accounting for each component which was discussed in our response to comment
1 in our letter to you dated January 9, 2017. The explicit consideration, implied consideration, net carrying value inclusive of the non-controlling interest and AOCL immediately prior to the dissolution,
and pre-tax gain/(loss) with respect to the components of the dissolution transaction are summarized below:

 (in millions USD)

 Component

Explicit
Consideration

Implied
Consideration

Net Carrying
Value
(inclusive of
non-controlling
interest and
AOCL)

Pre-Tax
Gain/(Loss)

 GDTE

$
(387
)

$
(550
)

$
1,115
(a)

—

 NGY

$
(29
)

$
(31
)

$
14
(b)

$
(5
)

 GDTNA

$
125

$
228

$
205
(c)

$
23

 DGT

$
14

$
67

$
25
(d)

$
42

 Test Track

$
6

$
4

$
3
(e)

$
1

 North America Rights

—

$
(8
)

—

—

 EMEA Rights

—

$
19

—

$
19

 Transaction Costs and Other

$
(4
)

 Net Product Liability Claims

$
(28
)

 Total

$
(271
)

$
(271
)

$
48

(a)
Amount represents the carrying value of $1,637 million less the carrying value of the non-controlling interest of $522 million.

(b)
Amount reflects the carrying value of our investment of $9 million and AOCL of $5 million prior to recognizing the 75% acquired interest. A loss of $5 million was recognized representing the net result of
the fair value remeasurement of our previously held equity interest and the recognition of foreign exchange losses previously included in AOCL.

(c)
Amount represents the carrying value of $32 million, AOCL of $184 million, and the promissory note from the Company of $56 million, less non-controlling interest of
$67 million.

(d)
Amount represents the carrying value of our investment of $15 million and AOCL of $10 million.

(e)
Amount represents the carrying value.

 - 3 -

 The explicit consideration was a total net cash payment by the Company of $271 million,
which was agreed to by the Company and SRI as a result of arm’s length negotiations which were completed on June 4, 2015. This negotiation process also included the allocation of the explicit consideration to some of the components of the
dissolution transaction as set forth above. The starting point for these negotiations was primarily net book value consistent with certain provisions of the original joint venture agreement. Accordingly, the allocation of the explicit consideration
did not involve the type of fair value analysis required by the applicable accounting standards referenced above. Also, explicit consideration was not allocated to some components of the dissolution transaction such as the rights to the Dunlop brand
in North America and in certain countries in Europe, the Middle East and Africa (“EMEA”). Following the closing of the dissolution transaction on October 1, 2015, we, with the assistance of a third party valuation specialist,
estimated the fair value of each component of the dissolution transaction as of October 1, 2015 in order to determine the implied consideration for our accounting of the transaction in our consolidated financial statements.

As of closing of the dissolution transaction, the Company owed GDTNA $224 million related to an intercompany loan that had previously
been eliminated upon consolidation of GDTNA in the Company’s consolidated financial statements. Upon the closing of the dissolution transaction, 75% of the loan, which represented the Company’s ownership interest was forgiven. In
conjunction with the closing of the dissolution transaction, the Company delivered a promissory note for $56 million, which approximated fair value, representing SRI’s 25% interest in the GDTNA loan receivable from the Company.

•

The carrying value/net assets, carrying value of the non-controlling interest, and AOCI/(AOCL) balance for each component of the dissolution transaction, before recognizing the
impacts of the dissolution transaction on October 1, 2015, are summarized below:

 (in millions USD)

 Component

Net Assets

Carrying value of
non-controlling
interest

AOCI/(AOCL)

 GDTE

$
1,637

$
522

$
(107
)(a)

 NGY

$
9

—

$
(5
)

 GDTNA

$
32
(b)

$
67

$
(184
)

 DGT

$
15

—

$
(10
)

 Test Track

$
3

—

—

 North America Rights

—

—

—

 EMEA Rights

—

—

—

(a)
Amount represents the AOCL of the non-controlling interest which is also included in the $522 million above.

(b)
Amount excludes the promissory note of $56 million.

 - 4 -

•

In order to determine the estimated fair value of each component of the dissolution transaction, the Company engaged a third party valuation specialist to assist the Company in completing its fair value measurements.
Below is a summary of the fair value methodologies used for each component of the dissolution transaction:

•

Acquisition of 25% interest in GDTE – We applied the Income and Market approaches, specifically a discounted cash flow method and the Guideline Public Company Method (“GPCM”). The discounted cash flow
method used forecasted financial information. The GPCM used comparable publicly traded guideline companies.

•

Acquisition of 75% interest in NGY - We applied the Income and Cost approaches, specifically a discounted cash flow method and the Adjusted Net Asset Value (“NAV”) method.

•

Sale of 75% interest in GDTNA - We applied the Income and Market approaches, specifically a discounted cash flow method and the GPCM. The discounted cash flow method used forecasted financial information. The GPCM used
comparable publicly traded guideline companies.

•

Sale of 25% interest in DGT - We applied the Income and Market approaches, specifically a dividend discount model and the GPCM. The dividend discount model used expected dividend payments. The GPCM used comparable
publicly traded guideline companies.

•

Sale of Huntsville, Alabama test track - We applied the Cost and Market approaches, specifically the Cost approach to value certain personal property and a Market approach to value certain assets with a large amount of
readily available comparable sales.

•

Sale and acquisition of rights – We applied the Income approach, specifically the Relief from Royalty Method to value the acquired rights in North America and the With and Without Method to value the sale of non-exclusive rights in EMEA.

 SRI participated in the arm’s length negotiations of
the Framework Agreement and agreed with the explicit consideration noted above, including its allocation to the individual components. SRI did not participate in the Company’s estimation process used to determine fair value of the components of
the dissolution transaction (i.e., the implied consideration), nor were they asked to agree with the estimated fair values we developed for accounting purposes.

•

 Pursuant to the Framework Agreement, the Company agreed to pay SRI $271 million upon closing of the
dissolution transaction and deliver a promissory note for $56 million. The amount of the total net payment was fixed pursuant to the terms of the Framework Agreement, and the Framework Agreement did not provide for any post-closing purchase
price adjustments for changes in carrying values or fair value estimates subsequent to the dissolution of the global alliance on October 1, 2015. Therefore, the changes in our

 - 5 -

preliminary estimates of the fair value of GDTNA, DGT and the exclusive license reflected in the November 2, 2015 pro forma financial statements did not impact the total net cash we paid as
part of the dissolution transaction.

•

The Company will expand its disclosures for the dissolution transaction in its Form 10-K for the fiscal year ended December 31, 2016 and, to the extent applicable, in other
future filings to provide a discussion of the implied and explicit consideration that we paid to SRI. We understand ASC
810-10-50-1B.d. and e. to be applicable to measuring the fair value of a retained interest of a deconsolidated subsidiary. We do
not have a retained interest in GDTNA, which we deconsolidated on October 1, 2015. We considered the requirements of ASC 820-10-50 and we have not included
additional disclosures for the 75% acquired interest of NGY based on the insignificance of the acquired interests, which had an estimated fair value of $31 million. We also considered the requirements of ASC 820-10-50 for the 25% acquired interest of GDTE, which was accounted for as an equity transaction, and have concluded that the referenced guidance was not applicable to this part of the dissolution
transaction. Our proposed additional disclosures are set forth below and indicated by underline:

 “Note 5.
Dissolution of Global Alliance with Sumitomo Rubber Industries

 On October 1, 2015, the Company completed the
previously announced dissolution of its global alliance with SRI in accordance with the terms and conditions set forth in the Framework Agreement, dated as of June 4, 2015, by and between the Company and SRI.

Prior to the dissolution, the Company owned 75% and SRI owned 25% of two companies, Goodyear Dunlop Tires Europe B.V.
(“GDTE”) and Goodyear Dunlop Tires North America, Ltd. (“GDTNA”). GDTE owns and operates substantially all of the Company’s tire businesses in Western Europe. GDTNA had rights to the Dunlop brand and operated certain related
businesses in North America. In Japan, the Company owned 25% and SRI owned 75% of two companies, one, Nippon Goodyear Ltd. (“NGY”), for the sale of Goodyear-brand passenger and truck tires for replacement in Japan and the other, Dunlop
Goodyear Tires Ltd. (“DGT”), for the sale of Goodyear-brand and Dunlop-brand tires to vehicle manufacturers in Japan.

Pursuant to the Framework Agreement, the Company sold to SRI its 75% interest in GDTNA for
$125 million, 25% interest in DGT for $14 million and Huntsville, Alabama test track used by GDTNA for $6 million. Accordingly, the Company no longer has any remaining
ownership interests in GDTNA, DGT or the Huntsville, Alabama test track. With the sale of GDTNA, SRI obtained full ownership of the Dunlop motorcycle tire business in North America and the rights to sell Dunlop-brand tires to Japanese vehicle
manufacturers in the United States, Canada and Mexico. The Company retained exclusive rights to sell Dunlop-brand tires in both the consumer and commercial replacement markets of the United States, Canada and Mexico as well as to non-Japanese vehicle manufacturers in those countries.

 - 6 -

 The Company also acquired SRI’s 75% interest in NGY for
$29 million and 25% interest in GDTE for $387 million. Accordingly, the Company now has full ownership interests in NGY and GDTE. In addition, SRI obtained exclusive rights to sell Dunlop-brand tires
in those countries that were previously non-exclusive under the global alliance, including Russia, Turkey and certain countries in Africa.

We paid SRI a net amount of $271 million upon closing of the transactions described above. In addition, we delivered a
promissory note to GDTNA in an initial principal amount of $56 million, with a maturity date three years following the date of dissolution and at an interest rate of LIBOR plus 0.1%, that represented SRI’s 25% interest in a GDTNA loan
receivable from the Company.

 The contractual net consideration paid of $271 million, discussed
above, represented an amount agreed to by the Company and SRI as a result of arm’s length negotiations for the dissolution of the global alliance. In order to appropriately account for the various components of the dissolution
transaction within its consolidated financial statements, the Company independently estimated the fair value of each component of the dissolution transaction as of the October 1, 2015 closing date using commonly used fair
value measurement techniques, such as discounted cash flow methods and mark

Mail Stop 4631
February 3, 2017

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

Re: Goodyear Tire & Rubber Co
 Form 10 -K for Fiscal Year Ended December 31, 2015
Filed February 9 , 201 6
Form 10 -Q for Fiscal Quarter Ended September 30, 2016
Filed October 28, 2016
 Response Dated January 9, 2017
File No. 1 -01927

Dear Ms. Thompson :

We have reviewed  your January 9, 2017  response to our comment  letter  and have the
following comment s.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.   Please respond to these comments  within ten
busine ss days by providing the requested information or advis e us as soon as possible when you
will respond.  If you  do not believe our comments apply to your facts and circumstances, please
tell us why in your response.  After reviewing your response to these  comments,  we may have
additional comments.  Unless we note otherwise, our references to prior comments are to
comments in our December 22, 2016  letter .

Form 10 -K for Fiscal Year Ended December 31, 2015
Note 5.  Dissolution of Global Alliance with Sumitomo Rubber Industries, page 71

1. We note your responses to comments 1 and 2.
 Please provide us with a comparison of the implied consideration from SRI with the
implied and explicit consideration from you for each component of the dissolution
transaction and how the consideration impacted your accounting for each component.  As
part of your response, please help us understand why you gave GDTNA a $56 million
promissory note, considering SRI acquired your 75% ownersh ip interest.
 Please tell us (a) your carrying value, (b) non -controlling interest, and (c) AOCI of each
component as of October 1, 2015.
 Please tell us how the fair value of each component of the transaction was estimated,
including whether SRI participate d in the estimation process and/or was in agreement
with the estimated fair values.

Ms. Thompson
The Goodyear Tire & Rubber Company
February 3, 2017
Page 2

  Please tell us how the change in fair value of GDTNA, DGT, and the exclusive license
from the preparation of the pro formas as of November 2, 2015, did not impact the cash
portion you were required to pay as part of the dissolution transaction.
 Please expand your disclosures for the dissolution transaction to provide a discussion of
the implied and explicit consideration you gave to SRI and the implied consideration SRI
gave to you for the components of the transaction and to provide the fair value
information required by ASC 810 -10-50-1B.d. and e. and ASC 820 -10-50.

Form 10 -Q for Fiscal Quarter Ended September 30, 2016
Note 4. Income Taxes, page 10

2. We note your response to  comment 4.  Considering the significance of the $163 million tax
benefit you received due to the US tax election for years 2009, 2010 and 2012, please expand
your disclosures to provide investors with a better understanding of the facts and
circumstances that led to the decision.  Please also expand your critical accounting policy
disclosures you provide in MD&A in your Form 10 -K that discusses the positive and
negative evidence you considered in determining that your foreign tax credits deferred tax
asset  is realizable prior to expiration.  This discussion should include an explanation of the
transactions that generate the foreign tax credits and how you generated foreign source
income without repatriation of foreign subsidiary earnings along with the risk s associated
with being able to generate sufficient amount to realize the deferred tax assets.

3. We note your response to comment 5 .  Please provide us with a more comprehensive
explanation of how the change from payables to equity in the Venezuelan subsidi ary’s
statutory financial statements led to the recognition of a valuation allowance.  Please also tell
us what specifically the deferred tax asset was created for, when you recognized the related
deferred tax asset and how you recognized the deferred tax asset in your consolidated
financial statements.  If the deferred tax asset was recognized at the same time as the
valuation allowance, why is there not an offset for the recognition of the deferred tax asset.

You may contact Tracey Houser, Staff Account ant, at (202) 551 -3736, or in her absence,
me at (202) 551 -3854 with any questions.

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant Chief Accountant

Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

CORRESP

 THE GOODYEAR TIRE & RUBBER COMPANY

Akron, Ohio 44316-0001

January 9, 2017

 VIA
EDGAR

 Ms. Melissa N. Rocha

 Senior
Assistant Chief Accountant

 Office of Manufacturing and Construction

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 Fiscal Year Ended December 31, 2015

Filed February 9, 2016

Form 10-Q for Fiscal Quarter Ended September 30, 2016

Filed October 28, 2016

File No. 1-01927

 Dear Ms. Rocha:

This letter is in response to the letter, dated December 22, 2016 (the “Comment Letter”), from you, on behalf of the Division of
Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”), to Ms. Laura K. Thompson, 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 filings.

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 Fiscal Year Ended December 31, 2015

Note 5. Dissolution of Global Alliance with Sumitomo Rubber Industries, page 71

1.
We note that you recognized a pre-tax gain of $76 million, or 12.5% of income before income taxes, on the sale and acquisition transactions, as compared to the estimated net loss of $14 million included in the pro
forma financial information included as an exhibit to the Form 8-K filed on November 2, 2015. Please provide us with a comprehensive explanation of the specific facts and circumstances that resulted in the recognition of the $76 million gain,
including quantified information of the material components and how the negotiated terms in the Framework Agreement dated June 4, 2015, impacted the accounting for the dissolution transactions.

 On October 1, 2015, the Company completed the dissolution of its global alliance with
Sumitomo Rubber Industries, Ltd. (“SRI”) in accordance with the Framework Agreement dated as of June 4, 2015 by and between the Company and SRI. The Company paid SRI a net amount of $271 million upon closing of the dissolution
transaction and delivered a promissory note for $56 million. The Company recognized a net pre-tax gain of $48 million (after-tax gain of $38 million) on the dissolution transaction, which included $28 million of net product liability claims.

The net pre-tax gain on the dissolution transaction of $48 million is comprised of the following components:

Pre-tax gain on sale of a controlling interest in GDTNA

$23 million

Pre-tax gain on sale of a non-controlling investment in DGT

$42 million

Pre-tax gain on sale of non-exclusive rights

$19 million

Transaction costs and other

($8) million

Net product liability claims

($28) million

 Prior to the dissolution, the Company owned 75% and SRI owned 25% of two companies, Goodyear Dunlop Tires
Europe B.V. (“GDTE”) and Goodyear Dunlop Tires North America, Ltd. (“GDTNA”). In Japan, the Company owned 25% and SRI owned 75% of two companies, Nippon Goodyear Ltd. (“NGY”) and Dunlop Goodyear Tires Ltd.
(“DGT”).

 Pursuant to the Framework Agreement, the Company sold its 75% interest in GDTNA, 25% interest in DGT and Huntsville,
Alabama test track to SRI. The Company acquired SRI’s 75% interest in NGY and 25% interest in GDTE. SRI also obtained exclusive rights to sell Dunlop brand tires in countries that were previously non-exclusive under the global alliance,
including Russia, Turkey and certain countries in the Middle East and Africa.

 As part of the transaction, the Company will defend product
liability claims related to GDTNA’s operations during the joint venture alliance period from September 1, 1999 to October 1, 2015. In general, as described in Section 4.6 of the Framework Agreement, SRI has agreed to indemnify
the Company for the first $6 million of aggregate product liability claim costs in each calendar year and the Company will bear 75% and SRI will bear 25% of the aggregate product liability claim costs in excess of $6 million in any calendar year,
subject to certain caps and restrictions.

 In order to appropriately account for the various components of the Framework Agreement, we
determined the fair value of those components in order to determine the implied consideration for each.

 - 2 -

 The Company sold its 75% controlling interest in GDTNA to SRI. Historically, the Company
consolidated GDTNA using the voting interest model. In accordance with ASC 810-10-40-5, on October 1, 2015 the Company deconsolidated GDTNA and recognized a pre-tax gain of $23 million. The pre-tax gain was determined by subtracting the net
book value of the net assets of the business of $32 million (inclusive of GDTNA’s product liabilities of $60 million) from the sum of the fair value of consideration received and the carrying value of the non-controlling interest, which totaled
$240 million. This gain was then reduced by amounts previously recognized in other comprehensive loss of $185 million, primarily related to GDTNA’s defined benefit plans.

The Company sold its entire 25% non-controlling investment in DGT to SRI. Historically, the Company accounted for its 25% investment in DGT
using the equity method. In accordance with ASC 323-10-35-35, sales of stock of an investee by an investor shall be accounted for as gains or losses equal to the difference between the selling price and carrying amount of the stock sold. As a result
of the sale of the Company’s investment, the Company recognized a pre-tax gain of $42 million which represented the difference between the fair value of DGT of $67 million and the carrying amount of the investment, after adjusting for foreign
currency translation previously recognized in other comprehensive loss of $25 million.

 Under the global alliance, the Company held
non-exclusive rights to the Dunlop brand in certain countries, including Russia, Turkey and in the Middle East and Africa. Pursuant to the Framework Agreement, the Company sold these rights to SRI resulting in a pre-tax gain on sale of $19 million
based on our fair value valuation of those rights.

 The net pre-tax gain on the dissolution transaction described above, was reduced by
$28 million to reflect the estimated cost of the Company’s product liability defense obligations, net of the estimated value of the Company’s indemnification receivable from SRI.

The Company acquired SRI’s 25% interest in GDTE. Historically, the Company consolidated GDTE using the voting interest model. In
accordance with ASC 810-10-45-23, changes in a parent’s ownership interest while the parent retains a controlling financial interest in a subsidiary shall be accounted for as an equity transaction. Therefore, no gain or loss was recognized and
the difference between the fair value and the carrying amount of the non-controlling interest, as well as the carrying amount itself, was adjusted within equity to reflect the change in ownership.

The Company acquired SRI’s 75% interest in NGY. Historically, the Company accounted for its 25% non-controlling investment in NGY using
the equity method. In accordance with ASC 805-10-25-1, we concluded NGY was a business and therefore on October 1, 2015 we accounted for the acquisition as a business combination and recognized the acquired

 - 3 -

assets and assumed liabilities at fair value on the Company’s balance sheet and subsequently included NGY’s results of operations in our consolidated statements of operations. As a
result of the acquisition of NGY, the Company recognized net assets of $34 million and goodwill of $6 million. The remeasurement of the previously held equity interest and recognition of amounts previously included in other comprehensive loss was
not significant.

 The impact of the sale of the Huntsville, Alabama test track was not significant.

On November 2, 2015, the Company filed a Form 8-K which included an exhibit containing pro forma financial information that reflected
adjustments for the dissolution of the Company’s global alliance with SRI. The pro forma financial information and adjustments were based on preliminary estimates and were subject to completion of detailed valuations of the deconsolidated
interests, the acquired interests, and the other transactions set forth in the Framework Agreement. The pro forma financial information included an estimated after-tax net loss of $14 million. The final after-tax net gain recognized for the year
ended December 31, 2015 was $38 million. The difference of $52 million was due to the finalization of detailed fair value valuations which increased the after-tax gain by $54 million, finalization of the tax impacts of the transaction which
increased the after-tax gain by $12 million, and completion of the valuation of the Company’s and SRI’s mutual obligations with respect to product liability claims which decreased the after-tax gain by $14 million.

The $54 million increase in the after-tax gain related to the finalization of fair value valuations, which increased the implied consideration
related to GDTNA and DGT as a result of 1) updating our estimates for our 2016 annual financial plan which was not finalized at the time of the November 2, 2015 Form 8-K filing and 2) developing longer-term financial forecasts that were used in
the completion of the fair value valuations.

2.
We note that you recognized a pre-tax loss of $28 million related to the liabilities that you retained from GDTNA as part of the sale of your 75% interest to SRI. Since the $60 million liability was already
recognized in your historical financial statements, please help us understand how SRI’s agreement to indemnify you for these liabilities in certain circumstances resulted in the recognition of the loss.

As discussed above, the Company will defend product liability claims related to GDTNA’s operations during the joint venture alliance
period from September 1, 1999 to October 1, 2015. In general, SRI has agreed to indemnify the Company for the first $6 million of aggregate product liability claim costs in each calendar year and the Company will bear 75% and SRI will bear
25% of the aggregate product liability claim costs in excess of $6 million in any calendar year, subject to certain caps and restrictions.

 - 4 -

 In accordance with ASC 810-10-40-5, the Company deconsolidated the GDTNA business on
October 1, 2015, including its product liabilities of $60 million. The $60 million liability was included in the net assets of GDTNA when calculating the net pre-tax gain of $23 million on the sale of the Company’s controlling interest in
GDTNA. Also included in the calculation of the overall net gain on the dissolution transaction was a pre-tax loss of $28 million which represented the $60 million estimated cost of the Company’s obligation to defend GDTNA’s product
liability claims incurred during the joint venture alliance period, less the estimated value of the Company’s indemnification receivable from SRI of $32 million. The estimated value of the indemnification receivable was determined to be less
than the full liability as a result of the mutual obligations with respect to product liability claims and the caps and restrictions on SRI’s obligation to indemnify the Company that are set forth in the Framework Agreement. We chose to
separately call out the $28 million net liability in our disclosures in order to highlight the Company’s ongoing obligations with respect to GDTNA’s product liability claims.

Form 10-Q for Fiscal Quarter Ended September 30, 2016

Note 2. Costs Associated with Rationalization Programs, page 8

3.
We note that you recognized $116 million in charges during the September 30, 2016 quarter for a plan [that] was approved on October 20, 2016, for the closure of a plant in Germany that includes reducing
jobs by 890. Please provide us with your analysis of the recognition guidance in ASC 420-10-25 that demonstrates you incurred a liability for the plan as of September 30, 2016.

The $116 million portion of the plant closure liability that was recognized as of September 30, 2016 related to involuntary termination
benefits (i.e., severance payments) provided under an ongoing benefit arrangement, as opposed to a one-time termination benefit. As such, the Company accounted for this liability in accordance with ASC 712-10-25, which specifies that a liability for
contractual termination benefits shall be recognized when it is probable that employees will be entitled to benefits and the amount can be reasonably estimated.

The severance benefits to be provided to employees impacted by the plant closure were either required under German law and/or based on the
Company’s consistent past practice of paying similar benefits in similar circumstances in Germany. We concluded that a substantive plan for an ongoing benefit arrangement existed. We further concluded, given the facts and circumstances
available at the time of our third quarter Form 10-Q filing, that it was probable as of September 30, 2016 that the employees would be entitled to receive benefits under this substantive plan and that such benefits were estimable. The approval
of the plan on October 20, 2016 confirmed our probability and estimability assertions as of September 30, 2016.

 - 5 -

 Note 4. Income Taxes, page 10

4.
We note that you recognized a $163 million tax benefit for the three-months ended September 30, 2016, due to a US tax election for years 2009, 2010 and 2012 to change the manner in which foreign taxes are
reflected. We further note your disclosure in Note 6 in your 2015 Form 10-K that you have $686 million of foreign tax credits deferred tax assets that expire between 2016 and 2025. Considering the significance of the foreign tax credits deferred tax
assets to your consolidated financial statements and that you have US federal NOLs, please provide us with a more comprehensive explanation of the improvements in your US income that would allow you to utilize all of the foreign tax credits deferred
tax assets prior to expiration. As part of your response, please provide us with a description of the transactions that generated the foreign tax credits to be used in the US and the foreign source income that will be recognized in your US tax
returns to utilize the foreign tax credits.

 For many years prior to 2015, the Company incurred losses in the U.S. for
tax purposes that offset our income from foreign sources and, as a result, created a build-up of foreign tax credits (“FTCs”), including U.S. losses in 2013 and 2014 primarily created as a consequence of deducting approximately $2 billion
of pension contributions related to the funding of our salaried and hourly U.S. pension plans. During 2015 and 2016, we generated domestic source taxable income of approximately $700 million and our forecasts have domestic profitability continuing
for the foreseeable future. Due to this improvement in domestic income since 2014, we have substantially utilized all of our U.S. federal NOLs as of December 31, 2016.

We have three significant sources of foreign source income. The first source is our improved domestic profitability of which 50% is required
to be re-characterized as foreign source income under current U.S. tax legislation. Secondly, we have annual net foreign source income, exclusive of dividends, in excess of $200 million, primarily from royalties. Lastly, if necessary, we have the
ability to capitalize our research and development costs of approximately $400 million annually. This election would increase our taxable income and the amount allocated to foreign source income. We are projecting that these sources of foreign
taxable income wil

Mail Stop 4631
December 22, 2016

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

Re: Goodyear Tire & Rubber Co
 Form 10 -K for Fiscal Year Ended December 31, 2015
Filed February 9 , 201 6
Form 10 -Q for Fiscal Quarter Ended September 30, 2016
Filed October 28, 2016
File No. 1 -01927

Dear Ms. Thompson :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 these comments  within ten busine ss days b y providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments , we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2015

Note 5. Dissolution of Global Alliance with Sumitomo Rubber Industries, page 71

1. We note that you recognized a pre -tax gain of $76 million, or 12.5% of inco me before
income taxes, on the sale and acquisition transactions, as compared to the estimated net loss
of $14 million included in the pro forma financial information included as an exhibit to the
Form 8 -K filed on November 2, 2015.  Please provide us with  a comprehensive explanation
of the specific facts and circumstances that resulted in the recognition of the $76 million
gain, including quantified information of the material components and how the negotiated
terms in the Framework Agreement dated June 4,  2015, impacted the accounting for  the
dissolution transactions.

Ms. Thompson
The Goodyear Tire & Rubber Company
December 22, 2016
Page 2

 2. We note that you recognized a pre -tax loss of $28 million related to the liabilities that you
retained from GDTNA as part of the sale of your 75% interest to SRI.  Since the $60 million
liability was already recognized in your historical financial statements, please help us
understand how SRI’s agreement to indemnify you for these liabilities in certain
circumstances resulted i n the recognition of the loss.

Form 10 -Q for Fiscal Quarter Ende d September 30, 2016

Note 2. Costs Associated with Rationalization Programs, page 8

3. We note that you recognized $116 million in charges during the September 30, 2016 quarter
for a plan was approved on October 20, 2016, for the closure of a plant in Germany that
includes reducing jobs by 890.  Please provide us with your analysis of the re cognition
guidance in ASC 420 -10-25 that demonstrates you incurred a liability for the plan as of
September 30, 2016.

Note 4. Income Taxes, page 10

4. We note that you recognized a $163 million tax benefit for the three -months ended
September 30, 2016, due to a US tax election for years 2009, 2010 and 2012 to change the
manner in which foreign taxes are reflected.  We further note your disclosure in Note 6 in
your 2015 Form 10 -K that you have $686 million of foreign tax credits deferred tax assets
that expir e between 2016 and 2025.  Considering the significance of the foreign tax credits
deferred tax assets to your consolidated financial statements and that you have US federal
NOLs, please provide us with a more comprehensive explanation of the improvements i n
your US income that would allow you to utilize all of the foreign tax credits deferred tax
assets prior to expiration.  As part of your response, please provide us with a description of
the transactions that generated the foreign tax credits to be used i n the US and the foreign
source income that will be recognized in your US tax returns to u tilize the foreign tax credits.

5. We note that you recognized a $7 million tax benefit from the release of a valuation
allowance in Americas during the nine -months end ing September 30, 2016 and a $41 million
tax charge relating to establishing a valuation allowance in the America’s during the three -
months ended September 30, 2016.  Please expand these disclosures to discuss the specific
jurisdictions and to provide addi tional insight into the specific positive and negative evidence
considered in releasing and/or recognizing valuation allowances for your deferred tax assets.

We remind you that the company and its management are responsible for the accuracy
and adequacy o f their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Ms. Thompson
The Goodyear Tire & Rubber Company
December 22, 2016
Page 3

 You may contact Tracey Houser, Staff Accountant, at (202) 551 -3736, or in her absence,
me at (202) 551 -3854 with any questions.

Sincerely,

 /s/ Terence O ’Brien for

Melissa N. Rocha
Senior Assistant Chief Accountant

Office of Manufacturing and
Construction

Mailstop 4628
March 23, 2016

Via E -mail
Richard J. Kramer
Chairman of the Board,
 Chief Executive Officer and President
The Goodyear Tire & Rubber Company
200 Innovation Way
Akron, Ohio 44316 -0001

Re: The Goodyear Tire & Rubber Company
 Form 10 -K for the Fiscal Year December 31, 2015
Filed February 9, 2015
File No. 1 -01927

Dear Mr. Kramer:

We refer you to our comment letter dated March 9, 2016, regarding business contacts
with Sudan and Syria.  We have completed our review of this subject matter.  We remind you
that our comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the fili ng 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.  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 rules
require.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Pamela Long
  Assistant Directo r
 Division of Corporation Finance

CORRESP
1
filename1.htm

CORRESP

 THE GOODYEAR TIRE & RUBBER COMPANY

Akron, Ohio 44316-0001

March 21, 2016

 VIA
EDGAR

 Ms. Cecilia Blye

 Chief, Office of
Global Security Risk

 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, 2015

 Filed February 9, 2016

File No. 1-01927

 Dear Ms. Blye:

This letter is in response to the letter, dated March 9, 2016 (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. Richard J. Kramer, Chairman, Chief Executive Officer and President 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.

General

1.
We note a press release dated November 6, 2015 on the website of Titan International, Inc., announcing that the company entered into a licensing agreement with you to distribute and sell Goodyear-brand farm
tires in countries including Sudan and Syria. As you are aware, Sudan and Syria are designated by the State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Your Form 10-K does not include
disclosure about contacts with Sudan or Syria. Please provide us with information regarding contacts with Sudan and Syria since your letter to us dated May 3, 2013. You should describe any products, technology or services you have provided into
Sudan and Syria, directly or indirectly, and any agreements, commercial arrangements or other contacts you have had with the governments of Sudan and Syria or entities they control.

 The Company’s policy is to comply in all respects with all applicable U.S. export and foreign trade
controls. To support this policy, the Company’s computer systems in North America prevent a user from entering any sales to Sudan or Syria on the Company’s order-to-cash system. Moreover, the Company’s compliance efforts in the area
of U.S. export and foreign trade controls are designed to help ensure that sales and other personnel worldwide understand applicable U.S. export and foreign trade controls and new developments in those controls.

The Company and its subsidiaries have no operations or offices in Sudan or Syria and have no agreements, commercial arrangements or other similar contacts
with the governments of Sudan or Syria or entities controlled by the governments of Sudan or Syria, and have had no sales of products, technology or services, directly or indirectly, to parties in Sudan or Syria in 2013, 2014, 2015 or to date in
2016. In addition, we are not aware of any sales to unaffiliated third parties that we believe were destined for Sudan or Syria during 2013, 2014, 2015 or to date in 2016.

Like other global companies, the Company has trademark registrations and applications in Sudan and Syria which we maintain to protect our intellectual
property rights in accordance with the regulations issued by the Treasury Department’s Office of Foreign Assets Control that authorize such activity.

You mention that Titan International, Inc. (“Titan”) announced on November 6, 2015 that it entered into a License Agreement with us for the
manufacture, distribution and sale of Goodyear-brand farm tires in over 100 countries in Europe, the Middle East, Africa and Central Asia, including Sudan and Syria. The License Agreement contains a provision regarding export controls that prohibits
the sale of Goodyear-brand farm tires into countries, such as Sudan and Syria, which are subject to comprehensive economic sanctions by the United States government that are applicable to the Company or its employees. Pursuant to the License
Agreement, we receive quarterly reports from Titan that, among other things, provide a breakdown of sales under the License Agreement by country. Based on our review of these reports, we are not aware of any sales by Titan into Sudan or Syria
through December 31, 2015 (the most recently concluded quarterly period).

2.
Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether the contacts constitute a material investment risk for your security holders. You should
address materiality in quantitative terms, including the approximate dollar amounts of any revenues, assets and liabilities associated with Sudan and Syria for the last three fiscal years and the subsequent interim period. Also, address materiality
in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. As you know, various state and
municipal governments, universities and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential
impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

 - 2 -

 Neither the Company nor any of its subsidiaries had any direct or indirect sales to parties in Sudan or Syria in
2013, 2014, 2015 or to date in 2016. In addition, we do not believe that the actions we take to protect our intellectual property rights in Sudan and Syria could reasonably be expected to be considered material by, or to constitute a material
investment risk for, our investors.

*        *        *
 *

 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 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.

Please direct any questions, comments and advice of the Commission staff to the undersigned at 330-796-4141.

Respectfully submitted,

THE GOODYEAR TIRE & RUBBER COMPANY

By:

 /s/ Daniel T. Young

Daniel T. Young

Assistant Secretary

cc:
Pradip Bhaumik, U.S. Securities and Exchange Commission

 Pamela Long, U.S. Securities and
Exchange Commission

 Richard J. Kramer, The Goodyear Tire & Rubber Company

 - 3 -

Mailstop 4628
March 9 , 2016

Via E -mail
Richard J. Kramer
Chairman of the Board,
Chief Executive Officer and President
The Goodyear Tire & Rubber Company
200 Innovation Way
Akron, Ohio  44316 -0001

Re: The Goodyear Tire & Rubber Company
 Form 10 -K for the Fiscal Year Ended December 31, 2015
Filed February 9, 2016
File No. 1 -01927

Dear Mr. Kramer:

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments, we ask you to p rovide us with information so we may better
understand your disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

General

1. We note a press release dated November 6, 2015 on the website of Titan Int ernational, Inc.,
announcing that the company entered into a licensing agreement with you to distribute and
sell Goodyear -brand farm tires in countries including Sudan and Syria.  As you are aware,
Sudan and Syria are designated by the State Department as state sponsors of terrorism, and
are subject to U.S. economic sanctions and export controls.  Your Form 10 -K does not
include disclosure about contacts with Sudan or Syria.  Please provide us with information
regarding contacts with Sudan and Syria since y our letter to us dated May 3, 2013.   You
should describe any products, technology or services you have provided into Sudan and
Syria, directly or indirectly, and any agreements, commercial arrangements or other
contacts you have had with the governments of  Sudan and Syria or entities they control.

Richard J. Kramer
The Goodyear Tire & Rubber Company
March 9 , 2016
Page 2

 2. Please discuss the materiality of any contacts with Sudan and Syria you describe in
response to the comment above, and whether the contacts constitute a material
investment risk for your security holders.   You sh ould address materiality in quantitative
terms, including the approximate dollar amounts of any revenues, assets and liabilities
associated with Sudan and Syria for the last three fiscal years and the subsequent interim
period.   Also, address materiality i n terms of qualitative factors that a reasonable investor
would deem important in making an investment decision, including the potential impact
of corporate activities upon a company’s reputation and share value.   As you know,
various state and municipal g overnments, universities and other investors have proposed
or adopted divestment or similar initiatives regarding investment in companies that do
business with U.S. -designated state sponsors of terrorism.   You should address the
potential impact of the inv estor sentiment evidenced by such actions directed toward
companies that have operations associated with Sudan and Syria.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that t he filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accu racy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
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 Commissi on or any person under the federal securities laws of the United States.

You may contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202)
551-3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Bly e, Chief
Office of Global Security Risk

cc:  Pamela Long
  Assistant Director
 Division of Corporation Finance

December 30 , 2015
Mail Stop 4631

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

Re: Goodyear Tire & Rubber Co
 Form 10 -K for Fiscal Year Ended December 31, 2014
Filed February 17 , 201 5
File No. 1 -1927

Dear Ms. Thompson :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do  not foreclose the Commission from taking
any action with respect to the company or 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 U nited States.  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 rules require.

Sincerely,

/s/ W. John Cash, for

Melissa N. Rocha
Senior Assistant Chief Accountant
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

CORRESP

 THE GOODYEAR TIRE & RUBBER COMPANY

Akron, Ohio 44316-0001

December 15, 2015

VIA EDGAR

 Ms. Melissa N. Rocha

Senior Assistant Chief Accountant

 Office of Manufacturing and
Construction

 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 Fiscal Year Ended December 31,
2014

 Filed February 17, 2015

Form 8-K Filed February 17, 2015

Definitive Proxy Statement on Schedule 14A

Filed March 13, 2015

 File
No. 1-01927

 Dear Ms. Rocha:

This letter is in response to the letter, dated December 7, 2015 (the “Comment Letter”), from you, on behalf of the Division of
Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”), to Ms. Laura K. Thompson, 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 filings.

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 Fiscal Year Ended December 31, 2014

Note 7. Business Segments, page 75

1.
We note from your website that you have specific websites for government tire sales and other national accounts. However, we did not note any disclosures regarding major customers in accordance with ASC 280-10-50-42.
Please confirm to us that no one customer (e.g., the United States federal government or a national account customer) did not account for 10% or more of your net sales for any period presented.

We confirm that no one customer accounted for 10% or more of our net sales for any period presented.

 Form 8-K Filed February 17, 2015

2.
Please expand your presentation of total segment operating income and free cash flow from operations to present the most directly comparable US GAAP financial measure(s) with equal or greater prominence. Please
refer to Instruction 2 to Item 2.02 of Form 8-K, Item 10(e)(1)(i)(a) of Regulation S-K, and Question 102.06 of our Compliance and Disclosure Interpretations for Non-GAAP Financial Measures for guidance.

We agree with the staff’s comment and will ensure our disclosures of the most directly comparable US GAAP financial measures are
routinely presented with equal or greater prominence in our future filings.

3.
We note your presentation of free cash flow from operations, which adjusts the US GAAP measure, total cash flows from operating activities, by removing pension contributions and direct payments and
rationalization payments. Please tell us how you determined the appropriateness of removing transactions that require cash settlement and how this presentation complies with Item 10(e)(1)(ii)(a) of Regulation S-K.

In determining the appropriateness of the inclusion of our non-GAAP financial measure, free cash flow from operations, in our earnings news
release, we referred to Instruction 2 to Item 2.02 of Form 8-K which provides that “[t]he requirements of paragraph
 (e)(1)(i) of Item 10 of Regulation S-K shall apply to disclosures under this Item 2.02.” In addition, we
referred to Release No. 34-47226, adopted January 22, 2003, which provides further clarification that only the requirements of paragraph (e)(1)(i), and not paragraph (e)(1)(ii), of Item 10 apply
to disclosures furnished pursuant to Item 2.02 of Form 8-K. In that Release, the Commission stated that in order “to provide certain of the protections provided by the amendments to Item 10 of Regulation S-K and Item 10 of
Regulation S-B to earnings releases, even if they are not filed, we have included in Item 12 [now Item 2.02] of Form 8-K the requirements of paragraph (e)(1)(i) of Item 10 of Regulation S-K
… The other amendments to Item 10 of Regulation S-K and Item 10 of Regulation S-B would not apply.” As a result, we believe that the
requirements of Item 10(e)(1)(ii) of Regulation S-K do not apply to disclosures furnished pursuant to Item 2.02 of Form 8-K, and that pension contributions and direct payments and rationalization
payments can be appropriately excluded from our calculation of free cash flow from operations as shown in the accompanying reconciliation included in the earnings news release.

 - 2 -

 Definitive Proxy Statement on Schedule 14A

Summary Compensation Table, page 52

4.
We note that you report the company’s contributions to qualified defined contribution plans under “All Other Compensation.” In future filings please disclose these contributions in accordance with
Items 402(c)(2)(viii)(A) and (h) of Regulation S-K. Please refer to Instruction 2 to Item 402(c)(2)(ix) of Regulation S-K.

We believe that we have appropriately included the Company’s contributions to our qualified defined contribution plans under “All
Other Compensation” in the Summary Compensation Table based upon Regulation S-K, Item 402(c)(2)(ix)(E), which provides that “[all other] compensation must include … Registrant contributions or other allocations to vested and
unvested defined contribution plans.” We do not believe that Instruction 2 to Item 402(c)(2)(ix) of Regulation S-K is applicable since, by its terms, it refers only to “benefits paid pursuant to defined benefit and actuarial
plans,” and not to defined contribution plans. Furthermore, Instruction 1 to Item 402(c)(2)(viii) of Regulation S-K provides: “The disclosure required pursuant to paragraph (c)(2)(viii)(A) of this Item applies to each plan that
provides for the payment of retirement benefits, or benefits that will be paid primarily following retirement, including but not limited to tax-qualified defined benefit plans and supplemental executive retirement plans, but excluding tax-qualified
defined contribution plans and nonqualified defined contribution plans.” We do not pay any above-market or preferential earnings on compensation that is deferred on a basis that is not tax-qualified.

*        *        *
 *

 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 the filings;

•

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

 - 3 -

 Please direct any questions, comments and advice of the Commission staff to the undersigned at
330-796-2775 (fax: 330-796-2338).

Respectfully submitted,

THE GOODYEAR TIRE & RUBBER COMPANY

By:

 /s/ Richard J. Noechel

Richard J. Noechel

Vice President and Controller

cc:
Tracey Houser, U.S. Securities and Exchange Commission

 Leland Benton, U.S. Securities and
Exchange Commission

 Craig E. Slivka, U.S. Securities and Exchange Commission

Laura K. Thompson, The Goodyear Tire & Rubber Company

 - 4 -

Mail Stop 4631
December 7, 2015

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

Re: Goodyear Tire & Rubber Co
 Form 10 -K for Fiscal Year Ended December 31, 2014
Filed February 17 , 201 5
Form 8 -K Filed February 17, 2015
Definitive Proxy Statement on Schedule 14A
Filed March 13, 2015
File No. 1 -01927

Dear Ms. Thompson :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2014

Note 7. Business Segments, page 75

1. We note from your website that you have specific websites for government tire sales and
other national accounts.  However, we did not note any disclosures regarding maj or
customers in accordance with ASC 280 -10-50-42.  Please confirm to us that no one customer
(e.g., the United States federal government or a national account customer) did not account
for 10% or more of your net sales for any period presented.

Ms. Thompson
Goodyear Tire & Rubber Co
December 7, 2015
Page 2

 Form 8-K Filed February 17, 2015

2. Please expand your presentation of total segment operating income and free cash flow from
operations to present the most directly comparable US GAAP financial measure(s) with
equal or greater prominence. Please refer to Instruc tion 2 to Item 2.02 of Form 8 -K, Item
10(e)(1)(i)(a) of Regulation S -K, and Question 102.06 of our Compliance  and Disclosure
Interpretations for Non -GAAP Financial Measures for guidance.

3. We note your presentation of free cash flow from operations, which adjusts the US GAAP
measure, total cash flows from operating activities, by removing pension contributions and
direct payments and rationalization payments.  Please tell us how you determined the
appropriateness of removing transactions that require cash settlement and how this
presentation complies with Item 10(e)(1)(ii)(a) of Regulation S -K.

Definitive Proxy Statement on Schedule 14A

Summary Compensation Table, page 52

4. We note that you report the company’s contributions to qualified defined contribution plans
under “All Other Compensation.”   In future filings please disclose these contributions in
accordance with Items 402(c)(2)(viii)(A) and (h) of Regulation S -K.  Please refer to
Instruction 2 to Item 402(c)(2)(ix) of Regulation S -K.

We urg e 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 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 provide  a written statement from the company
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.

Ms. Thompson
Goodyear Tire & Rubber Co
December 7, 2015
Page 3

 You may contact Tracey Houser, Staff Accountant, at (202) 551 -3736,  or in her absence,
me at (202) 551 -3854,  if you have questions regarding comments on the financial statements and
related matters.  Please contact Leland Benton, Staff Attorney, at (202) 551 -3791, or Craig E.
Slivka, Special Counsel, at (202) 551 -3729 with any other questions.

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant Chief Accountant
Office of Manufacturing and
Construction

December 9 , 2014

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

Re: Goodyear Tire & Rubber Co
 Form 10 -K for Fiscal Year Ended December 31, 2013
Filed February 13, 2014
File No. 1 -01927

Dear Ms. Thompson :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We u rge 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 rules require.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

 THE GOODYEAR TIRE & RUBBER COMPANY

Akron, Ohio 44316-0001

December 4, 2014

 VIA EDGAR

Mr. Terence O’Brien

 Accounting 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 fiscal year ended December 31,
2013

 Filed February 13, 2014

Form 10-Q for fiscal quarter ended September 30, 2014

Filed October 29, 2014

 File
No. 1-01927

 Dear Mr. O’Brien:

This letter is in response to the letter, dated November 25, 2014 (the “Comment Letter”), from you, on behalf of the Division
of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”), to Ms. Laura K. Thompson, 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 filings.

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-Q for Fiscal Quarter Ended September 30, 2014

Note 11. Commitments and Contingent Liabilities, page 19

1.
 We note your response to comment 2 in our letter dated November 7, 2014. While we appreciate that you began including the nature of the Greek
Labor Cases in your footnote disclosures, there is a concern regarding compliance with ASC 450-20-50-3 and ASC 450-20-50-4. Please expand your conclusion that you do not expect the outcome of this matter to materially impact your results of
operations to your financial position and cash flows. If it is reasonably possible that the amount of loss in excess of accrual could materially impact your results of operations, financial

position, and/or cash flows; please disclose the range of reasonably possible loss in excess of accrual or disclose that you are unable to make such an estimate. Please provide us with the
footnote disclosure you intend to include in your fiscal year 2014 Form 10-K in response to this comment.

 We do not
believe that it is reasonably possible that the amount of loss in excess of the accrual for the Greek Labor Cases could materially impact our results of operations, financial position and/or cash flows. As a result, we would expect our
Commitments and Contingent Liabilities footnote in our Form 10-K for the year ended December 31, 2014 to include the following disclosure:

“We do not expect the outcome of this matter to materially affect our future results of operations, financial position or cash
flows.”

 Of course, we will also update our disclosure in our 2014 Form 10-K for any other material developments in these cases that
occur during the fourth quarter of 2014.

*        *        *
 *

 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 the filings;

•

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

Please direct any questions, comments and advice of the Commission staff to the undersigned at 330-796-2775 (fax: 330-796-2338).

Respectfully submitted,

THE GOODYEAR TIRE & RUBBER COMPANY

By:

 /s/ Richard J. Noechel

Richard J. Noechel

Vice President and Controller

cc:
Tracey Houser, U.S. Securities and Exchange Commission

 Melissa N. Rocha, U.S. Securities and
Exchange Commission

 Laura K. Thompson, The Goodyear Tire & Rubber Company

 - 2 -

November 25 , 2014

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

Re: Goodyear Tire & Rubber Co
 Form 10 -K for Fiscal Year Ended December 31, 2013
Filed February 13, 2014
Form 10 -Q for Fiscal Quarter Ended September 30, 2014
Filed October 29, 2014
Response dated November 21, 2014
File No. 1-01927

Dear Ms. Thompson :

We have reviewed your response letter dated November 21, 2014, and have the following
additional 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 w ithin ten 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 circumstances, please tell us why in your response.

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

Form 10 -Q for Fiscal Quarter Ended September 30, 2014
Note 11. Commitments and Contingent Liabilities, page 19

1. We note your response to comment 2 i n our letter dated November 7, 2014.  While we
appreciate that you began including the nature of the Greek Labor Cases in your footnote
disclosures, there is a concern regarding compliance with ASC 450 -20-50-3 and ASC 450 -
20-50-4.  Please expand your concl usion that you do not expect the outcome of this matter to
material ly impact your results of operations to your financial position and cash flows.  If it is
reasonably possible that the amount of loss in excess of accrual could materially impact your
results  of operations, financial position, and/or cash flows; please disclose the range of
reasonably possible loss in excess of accrual or disclose that you are unable to make such an
estimate.  Please provide us with the footnote disclosure you intend to includ e in your fiscal
year 2014 Form 10 -K in response to this comment.

Ms. Thompson
Goodyear Tire & Rubber Co
November 25 , 2014
Page 2

 You may contact Tracey Houser , Staff Accountant, at (202) 551 -3736, or in her absence,
Melissa N. Rocha, Senior Assistant Chief Accountant , at (202) 551 -3854 , 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
Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

 THE GOODYEAR TIRE & RUBBER COMPANY

Akron, Ohio 44316-0001

November 21, 2014

VIA EDGAR

 Mr. Terence O’Brien

Accounting 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 fiscal year ended December 31, 2013

Filed February 13, 2014

Form 10-Q for fiscal quarter ended September 30, 2014

Filed October 29, 2014

File No. 1-1927

 Dear Mr. O’Brien:

This letter is in response to the letter, dated November 7, 2014 (the “Comment Letter”), from you, on behalf of the Division of
Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”), to Ms. Laura K. Thompson, 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 filings.

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 Fiscal Year Ended December 31, 2013

Note 1. Accounting Policies, page 64

 Stock-Based
Compensation, page 68

1.
 We note that you have continued to use the simplified method for purposes of estimating the expected term assumption included in the Black-Scholes
valuation model to estimate the fair value of stock options granted. Please provide us with a comprehensive explanation as to how you determined your accounting policy

complies with ASC 718-10-55-29 through ASC 718-10-55-34. Please refer to SAB Topic 14.D.2, Questions 5 and 6 for additional guidance. In this regard, you have been a publicly-traded company for
significant period of time and your employees have exercised over five million stock options in comparison to the 11.3 million stock options granted during the last five years. Please also refer to comment 4 in your letter dated
November 27, 2013.

 On an annual basis we assess the expected term assumption used within the Black-Scholes
valuation model for our stock option awards. During the assessment, we review our historical exercise activity for our stock option awards and historically concluded that there had not been sufficient, consistent historical exercise activity to
provide a reasonable basis upon which to forecast or estimate our expected exercise term, as indicated in our comment letter response dated November 27, 2013. During our next annual assessment in the first quarter of 2014, we concluded that we
had sufficient historical exercise activity to forecast and estimate our expected exercise term as our exercise activity increased and became more consistent during 2013. As a result, beginning in the first quarter of 2014, the first grant
subsequent to making this determination, we began to utilize an expected term based upon our historical exercise activity (i.e. 7.4 years) consistent with guidance in ASC 718-10-55-29 through ASC 718-10-55-34 as well as SAB Topic 14.D.2, Question 5.

 We disclosed the updated expected term assumption in Note 10. Stock Compensation Plans in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014. During the first quarter of 2014, we assessed the need to disclose the change in our accounting assumption and concluded disclosure was not
necessary as the change in the expected term had less than a $0.5 million impact on annual expense, which we do not consider to be material. The change in assumption will be disclosed in Note 1. Accounting Policies of our Annual Report
on Form 10-K for the fiscal year ending December 31, 2014. We will continue to annually assess our historical experience when assessing the expected term assumption used within the Black-Scholes valuation model.

Form 10-Q for Fiscal Quarter Ended September 30, 2014

Note 11. Commitments and Contingent Liabilities, page 19

2.
We note that you began to include the Greek Labor Cases in your Form 10-Q footnote disclosures for loss contingencies with the June 30, 2014 Form 10-Q. Please help us understand why these cases were not included
in your footnote disclosures prior to the June 30, 2014 Form 10-Q. As part of your response, please tell us the amounts, if any, you have recognized and the timing of the recognition for these cases. We also note that you recognized $20 million
for the France labor claims and $16 million for the US FCPA investigation during the 9-months ended September 30, 2014. Please tell us your consideration of providing the disclosures required by ASC 450-20-50 for these loss contingencies.

 2

 During each reporting period we meet with internal and/or external legal counsel to discuss all
significant legal matters. During this process the amounts to be recognized in the Statement of Operations and the claims to be disclosed in our periodic filings are discussed. In accordance with ASC 450-20, if management believes that a loss
arising from a claim is probable and can be reasonably 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 such claims is assessed and the estimate is revised, if necessary. Disclosure is made when the claim is considered to be probable, or at least reasonably possible, and
material in nature.

 As a result of these procedures, we first disclosed the Greek Labor Cases in the Legal Proceedings section of
our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012 following developments in those cases since the face amount of the claims could be deemed material. As we were vigorously defending these cases in court and were
active in settlement discussions, we had estimated a range of reasonably possible losses and we recognized in the financial statements our best estimate of such potential losses taking all information into account, first recording a charge in the
second quarter of 2012, and adjusting the estimated liability in subsequent reporting periods as new information became available. We disclosed the charges as they were recorded in Note 3. Other Expense in our quarterly and annual
financial reports as relating to “a previously closed facility in EMEA.” Also, as the range of reasonably possible losses was not considered to be material until the second quarter ended June 30, 2014, we did not provide disclosure of
the claims within the Notes to the Consolidated Financial Statements in our quarterly or annual financial reports until this point. Below is a summary of the timing and amounts recognized during each reporting period:

 3

(In millions)

Amount Recognized

Cumulative Balance

 Reporting Period

    $

    €

    $

    €

 Q1 2012

0

0

0

0

 Q2 2012

20

16

20

16

 Q3 2012

0

0

20

16

 Q4 2012

5

3

25

19

 Q1 2013

0

0

25

19

 Q2 2013

5

5

30

24

 Q3 2013

0

0

30

24

 Q4 2013

0

0

30

24

 Q1 2014

7

4

37

28

 Q2 2014

10

7

47

35

 Q3 2014

3

3

    50 *

38

 * Settlement of the liability in Euros, thus cumulative balance in USD is impacted by changes in exchange
rates.

 As indicated in the table above, the $20 million of expense recognized during the nine months ended September 30, 2014 for a
previously closed facility in EMEA was related to the Greek Labor Cases, not the France labor claims that are referred to in Note 2. Costs Associated With Rationalization Programs in our Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2014. No amounts have been recognized for the France labor claims as of September 30, 2014 since those claims have only recently been asserted and we do not yet have sufficient information to assess them.

We also recognized $16 million of expense during the three months ended September 30, 2014 related to a government investigation
involving our compliance with the U.S. Foreign Corrupt Practices Act in certain countries in Africa. We met with internal and/or external legal counsel each reporting period since the commencement of the investigation and estimated the low end of
the range of potential loss to be less than $1 million. We also assessed the high end of the potential range of loss and did not consider that amount to be material. As a result, we did not disclose the matter within the Notes to the Consolidated
Financial Statements. Nonetheless, we first disclosed the African Investigations in the Legal Proceedings section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. Based upon settlement discussions with the
staff of the Commission during the third quarter of 2014, we recognized a charge of $16 million, which was disclosed in Note 3. Other Expense and in Legal Proceedings

 4

in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014. However, as no amount within the reasonably possible range of loss, including the amount recognized,
was considered by us to be material, we did not disclose the investigation in Note 11. Commitments and Contingent Liabilities in that Quarterly Report on Form 10-Q.

*    *    *    *

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 the filings;

•

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

Please direct any questions, comments and advice of the Commission staff to the undersigned at 330-796-2775 (fax: 330-796-2338).

Respectfully submitted,

 THE GOODYEAR TIRE & RUBBER

COMPANY

By:

/s/ Richard J. Noechel

Richard J. Noechel

Vice President and Controller

 cc: Tracey Houser, U.S. Securities and Exchange Commission

      Melissa N. Rocha, U.S. Securities and Exchange Commission

      Laura K. Thompson, The Goodyear Tire & Rubber Company

 5

November 7, 2014

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

Re: Goodyear Tire & Rubber Co
 Form 10 -K for Fiscal Year Ended December 31, 2013
Filed February 13, 2014
Form 10 -Q for Fiscal Quarter Ended September 30, 2014
Filed October 29, 2014
File No. 1-01927

Dear Ms. Thompson :

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 understand your
disclosure.

Please respond to this letter within ten b usiness 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 circumstances, please tell us why in your response.

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

Form 10 -K for Fiscal Year Ended December 31, 2013

Note 1. Accounting Policies, page 64
Stock -Based Compensation, page 68

1. We note that you have continued to u se the simplified method for purposes of estimating the
expected term assumption included in the Black -Scholes valuation model to estimate the fair
value of stock options granted.  Please provide us with a comprehensive explanation as to
how you determined  your accounting policy complies with ASC 718 -10-55-29 through ASC
718-10-55-34.  Please refer to SAB Topic 14.D.2, Questions 5 and 6 for additional guidance.
In this regard, you have been a publicly -traded company for significant period of time and
your employees have exercised over five million stock options in comparison to the 11.3
million stock options granted during the last five years.  Please also refer to comment 4 in
your letter dated November 27, 2013.

Ms. Thompson
Goodyear Tire & Rubber Co
November 7, 2014
Page 2

Form 10 -Q for Fiscal Quarter Ended Septem ber 30, 2014

Note 11. Commitments and Contingent Liabilities, page 19

2. We note that you began to include the Greek Labor Cases in your Form 10 -Q footnote
disclosures for loss contingencies with the June 30, 2014 Form 10 -Q.  Please help us
understand why t hese cases were not included in your footnote disclosures prior to the June
30, 2014 Form 10 -Q.  As part of your response, please tell us the amounts, if any, you have
recognized and the timing of the recognition for these cases.  We also note that you
recognized $20 million for the France labor claims and $16 million for the US FCPA
investigation during the 9 -months ended September 30, 2014.  Please tell us your
consideration of providing the disclosures required by ASC 450 -20-50 for these loss
contingenci es.

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 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 provide  a written statement from the company
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 Tracey Houser , Staff Accountant, at (202) 551 -3736, or in her absence,
Melissa N. Rocha, Senior Assistant Chief Accountant , at (202) 551 -3854 , 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
Accounting Branch Chief

January 1 6, 2014

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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 la ws of the United States.  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 rules require.

Sincerely,

        /s/ Melissa N. Rocha

        Melissa N. Rocha
        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

CORRESP

 THE GOODYEAR TIRE & RUBBER COMPANY

Akron, Ohio 44316-0001

January 16, 2014

VIA EDGAR

 Ms. Melissa N. Rocha

Senior Assistant Chief Accountant

 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 fiscal year ended December 31,
2012

 Filed February 12, 2013

File No. 1-1927

 Dear Ms. Rocha:

This letter is in response to the letter, dated January 15, 2014 (the “Comment Letter”), from you, on behalf of the Division of
Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”), to Ms. Laura K. Thompson, 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 your comment in italics before our response. The Company respectfully submits
the following information in response to the Comment Letter.

 Form 10-K for fiscal year ended December 31, 2012

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

1.
We note your proposed revised disclosure to our prior comment that includes an allocation of pension costs between cost of goods sold and selling, administrative and general expense on a consolidated basis. In future
filings, please ensure your results of operations section of MD&A discusses the impact of your pensions on the above line items on a consolidated basis as well as operating income on a segment basis, including discussion of the factors
contributing to any material year over year changes in pension costs.

 In future filings, we will include the disclosure requested by your comment in the results of
operations section of MD&A, including discussion of the factors contributing to any material year over year changes in pension costs.

*        *        *
 *

 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 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.

Please direct any questions, comments and advice of the Commission staff to the undersigned at 330-796-2775 (fax: 330-796-2338).

Respectfully submitted,

THE GOODYEAR TIRE & RUBBER COMPANY

By:

 /s/ Richard J. Noechel

Richard J. Noechel

Vice President and Controller

cc:
Thomas D’Orazio, U.S. Securities and Exchange Commission

 Laura K. Thompson, The Goodyear
Tire & Rubber Company

 - 2 -

January 1 5, 2014
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 response letter and have the following additional comment .  If
you disagree, we will consider your ex planation as to why our comment  is inapplicable. Please
respond to this letter within ten business days by providing the requested information or by
advising us when you will provide the requested response.   If yo u do not believe our comment
applies to your facts and circumstances, please tell us why in your response.  After reviewing the
information you provi de in response to this  comment , we may have additional comments.

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

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

 We note your proposed revised disclosure to our prior comment that includes an
allocation of pension costs between cost of goods sold and s elling, administrative and general
expense on a consolidated basis.  In future filings, please ensure your results of operations
section of MD&A discusses the impact of your pensions on the above line items on a
consolidated basis as well as operating inco me on a segment basis, including discussion of the
factors contributing to any material year over year changes in pension costs.

  You may contact Thomas D’Orazio at  (202) 551 -3825 or the undersigned 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

CORRESP
1
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CORRESP

 THE GOODYEAR TIRE & RUBBER COMPANY

Akron, Ohio 44316-0001

January 2, 2014

 VIA
EDGAR

 Ms. Melissa N. Rocha

 Senior
Assistant Chief Accountant

 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 fiscal year ended December 31, 2012

Filed February 12, 2013

File No. 1-1927

 Dear Ms. Rocha:

This letter is in response to the letter, dated December 18, 2013 (the “Comment Letter”), from you, on behalf
of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”), to Ms. Laura K. Thompson, 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 your comment in italics before our response. The Company respectfully submits
the following information in response to the Comment Letter.

 Form 10-K for fiscal year ended December 31, 2012

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

1.
We note your response to prior comment 1. Given that a portion of pension costs is allocated to cost of goods sold, quantify how much of your pension costs are capitalized as part of inventory at each balance sheet
date. We note your proposed revised disclosure included in your response. Please revise your draft disclosure to include historical information so we may assess the effect of pension costs on cost of goods sold (CGS), selling, administrative and
general expense (SAG) and operating income.

 Net periodic pension costs capitalized in inventory at December 31, 2012 are approximately $37 million
compared to approximately $35 million at December 31, 2011.

 In our Form 10-K for the year ended December 31, 2013 and in future filings, we
will include the following additional disclosure under the heading “Critical Accounting Policies – Pensions and Other Postretirement Benefits”:

“Net periodic pension costs are recorded in CGS [Cost of Goods Sold], as part of the cost of inventory sold during the period, or SAG [Selling,
Administrative and General expense] in our Consolidated Statements of Operations, based on the specific roles (i.e., manufacturing vs. non-manufacturing) of employee groups covered by each of our pension plans. In 2013, approximately XX% and XX% of
net periodic pension costs are included in CGS and SAG, respectively, compared to 80% and 20%, respectively, in 2012 and 2011.” [If there are significant percentage changes between periods, we will explain the reasons.]

*            *
 *            *

 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 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.

Please direct any questions, comments and advice of the Commission staff to the undersigned at 330-796-2775 (fax: 330-796-2338).

Respectfully submitted,

THE GOODYEAR TIRE & RUBBER COMPANY

By:

 /s/ Richard J. Noechel

Richard J. Noechel

Vice President and Controller

cc:
Thomas D’Orazio, U.S. Securities and Exchange Commission

 Laura K. Thompson, The Goodyear
Tire & Rubber Company

 - 2 -

December  18, 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 response letter and have the following additional comments.  If
you disagree, we will consider your explanation as to why our comments are inapplicable. Please
respond to this letter within ten business days by providing the requested information or by
advising us when you will provide the requested response.   If yo u 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 Condition and Results of Operations,
page 27

We note your response to prior comment 1.  Given that a portion of pension costs is
allocated to cost of goods sold, quantify how much of yo ur pension costs are capitalized as part
of inventory at each balance sheet date.  We note your proposed revised disclosure included in
your response.  Please revise your draft disclosure to include historical information so we may
assess the effect of pen sion costs on cost of goods sold (CGS), selling, administrative and
general expense (SAG) and operating income.

  You may contact Thomas D’Orazio at  (202) 551 -3825 or the undersigned 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

CORRESP
1
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Correspondence

 THE GOODYEAR TIRE & RUBBER COMPANY

Akron, Ohio 44316-0001

November 27, 2013

VIA EDGAR

 Ms. Melissa N. Rocha

Senior Assistant Chief Accountant

 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 fiscal year ended December 31,
2012

 Filed February 12, 2013

File No. 1-1927

 Dear Ms. Rocha:

This letter is in response to the letter, dated November 14, 2013 (the “Comment Letter”), from you, on behalf of the Division
of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”), to Ms. Laura K. Thompson, 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 fiscal year ended December 31, 2012

Management’s Discussion and Analysis of Financial Condition 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 future
filings that expands MD&A to include discussion and analysis of the financial statement geography of your net periodic pension costs.

 In our Form 10-K for the year ended December 31, 2013 and in future filings, we will include the following
additional disclosure under the heading “Critical Accounting Policies – Pensions and Other Postretirement Benefits”:

 “Net periodic
pension costs are recorded in CGS [Cost of Goods Sold], as part of the cost of inventory sold during the period, or SAG [Selling, Administrative and General expense] in our Consolidated Statements of Operations, based on the specific roles (i.e.,
manufacturing vs. non-manufacturing) of employee groups covered by each of our pension plans. In 201X, approximately XX% and XX% of net periodic pension costs are included in CGS and SAG, respectively, compared to XX% and XX%, respectively, in 201X
and XX% and XX%, respectively, in 201X.” [If there are significant percentage changes between periods, we will explain the reasons.]

 Critical
Accounting Policies, page 38

 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 us 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.

 - 2 -

 Below is a rollforward for the insurance receivable for the years ended December 31, 2012 and 2011 (in
thousands):

2012

2011

 Balance at January 1

$
67,300

$
66,900

 Recoveries from insurers

(4,736
)

(8,449
)

 Newly-recorded future insurance recoveries

10,336

8,849

 Balance at December 31

$
72,900

$
67,300

 At December 31, 2012, approximately $2 million of receivables had been billed to insurers and was pending receipt. All
other amounts included in the receivable balance had not been billed to our insurers. There were no amounts past due at December 31, 2012. During the first nine months of 2013, approximately $5 million was billed. At September 30, 2013,
approximately $3 million of the billed amounts remains outstanding.

 Goodyear purchased policies for primary general liability insurance from
January 1, 1950 through January 1, 1977 that do not exclude coverage for asbestos claims. In addition, Goodyear purchased policies for umbrella/excess general liability insurance from August 20, 1955 through July 1, 1986 that do
not exclude coverage for asbestos claims. Although these general liability insurance policies contain varying terms, conditions and exclusions, they generally were written to provide coverage for claims seeking damages for bodily injury that takes
place during the policy period. Goodyear also purchased certain aviation insurance policies that provide coverage for asbestos claims involving aviation products. Coverage under the insurance policies is subject to applicable limits in the policies,
the policy periods, the points at which excess insurance applies, and other terms, conditions and exclusions. The policies are not subject to renewal options as they relate to losses incurred in past periods.

Goodyear is a party to coverage-in-place agreements with two primary and one excess general liability insurer. Goodyear can reasonably estimate probable
recoveries under these agreements for asbestos products claims and for certain asbestos premises claims based on the terms of the agreements, the estimated liability for claims and related defense costs, and the financial viability of the insurance
companies. In addition, Goodyear can reasonably estimate probable recoveries under certain primary and excess general liability insurance policies and aviation insurance policies based on the terms of these policies, the estimated liability for
claims and related defense costs, the financial viability of the insurance companies, payment history and relevant law.

 Our asbestos liability is
calculated with the assistance of a third party consultant based on several factors including the number of claims filed and pending, the litigation environment in which the claims are filed, Federal and State laws governing compensation for
asbestos claims, and our approach to defending and resolving claims. Our current and long-term portion of the insurance receivable is calculated with the assistance of a third party consultant based on our claim profile, the expected timing of the
settlement of related asbestos liabilities and the terms of the relevant insurance policies and coverage-in-place agreements. In accordance with ASC 410-30, a receivable is recorded only when collection is deemed probable based on various factors
including the financial viability of our insurers, payment history and the legal obligation of the insurers to make payment. Any amounts in litigation with an insurer are not included in the

 - 3 -

calculation of our insurance receivable and no receivable is recorded by Goodyear for such amounts. We do not expect to incur transaction costs, other than immaterial incidental costs, related to
the recovery of recorded receivables and thus have not reduced the expected recoveries for such costs. In the last five years, we have collected approximately $30 million of insurance recoveries from our insurers.

Due to the uncertainty of the timing and amounts of cash flows associated with our asbestos liability, the time value of money is not included in the
measurement of our asbestos liability. Accordingly, the time value of money is not considered in the calculation of Goodyear’s insurance receivable.

Recoverability of Goodwill, page 39

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 determine the fair value of your reporting unit.

 In our Form 10-K for the year ended
December 31, 2013 and in future filings, we will include the following revised disclosure under the heading “Critical Accounting Policies — Recoverability of Goodwill” (underlined to show additions):

“Given the current economic conditions in Europe and the segment operating results of our EMEA reporting unit, we concluded that it was necessary to
perform a quantitative analysis in connection with our 2013 annual goodwill impairment assessment for that reporting unit. We determined the estimated fair value of our EMEA reporting unit using a discounted cash flow approach consistent with the
methodology used in our most recent quantitative annual testing. The key assumptions incorporated in the discounted cash flow approach include a growth rate, projected segment operating income, cost savings from announced rationalizations plans
and our performance improvement plan, planned capital expenditures, anticipated funding for pensions, and a discount rate equal to our assumed long-term cost of capital. This impairment test involves the use of accounting estimates and
assumptions, changes in which could materially impact our financial condition or operating performance if actual results differ from such estimates and assumptions. To address this uncertainty we prepared sensitivity analyses on key estimates and
assumptions. Based on the testing performed in accordance with ASC 350, the annual impairment test indicated there was no impairment of goodwill in our EMEA reporting unit since the fair value exceeded the carrying value. Fair value would
have to decline over 60% for fair value to fall below carrying value, and a 500 basis point increase in the discount rate would not indicate impairment. However, a further significant decline in the growth rate in Europe or a reduced growth rate in
emerging markets and failure to achieve projected savings from our profit improvement plan and/or anticipated savings related to the closure of our Amiens, France manufacturing facility may have a negative effect on the fair value of our EMEA
reporting unit.”

 - 4 -

 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 vesting 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 approximately 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, the types of share option grants for which the method 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.

On an annual basis Goodyear assesses the expected term assumption used within the Black-Scholes valuation model for our stock option awards. Annually, we
review our historical exercise activity for our stock option awards and have concluded that there has not been sufficient, consistent historical exercise activity to provide a reasonable basis upon which to forecast or estimate our expected exercise
term. At the end of 2012, stock options granted in seven of the past ten years were “underwater”, which has resulted in limited exercise activity. Over the past five years there were 3.2 million options exercised, approximately 15% of
the total vested options. Thus, we do not believe our historical exercise activity provides a reasonable basis on which to set our expected term. Had we utilized our actual historical exercise experience for this five year period to determine our
expected term, we would have assumed an estimated expected term of approximately 6.8 years in our Black-Scholes valuation model, which would amount to an increase in annual expense of less than $0.5 million, which we do not consider to be material.
In addition, we do not believe any other published data within the industry would provide a reasonable basis on which to estimate our expected term. As such, we had concluded the simplified method was a reasonable method to use to set our expected
term.

 Goodyear only has one type of stock option award. This type of award qualifies as a plain vanilla share option under SAB 110, and thus we have
utilized the simplified method for all awards granted in the periods disclosed in the 2012 Form 10-K and the disclosure in Note 1 and Note 17 covers all outstanding stock option awards for all periods.

Given the increase in Goodyear’s stock price during 2013, we anticipate increased exercise activity, providing a better basis for us to reasonably
estimate our expected term, and expect to cease the use of the simplified method.

*        *        *
 *

 - 5 -

 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 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.

Please direct any questions, comments and advice of the Commission staff to the undersigned at 330-796-2775 (fax: 330-796-2338).

Respectfully submitted,

THE GOODYEAR TIRE & RUBBER COMPANY

By:

 /s/ Richard J. Noechel

Richard J. Noechel

Vice President and Controller

cc:
Thomas D’Orazio, U.S. Securities and Exchange Commission

 Laura K. Thompson, The Goodyear
Tire & Rubber Company

 - 6 -

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

May 15, 2013

Via E -mail
Richard J. Kramer
Chairman of the Board, Chief Executive Officer, and President
The Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio 44316 -0001

 Re: The Goodyear Tire & Rubber Company
  Form 10 -K for the Fiscal Year Ended December 31, 2012
  Filed February 12, 2013
  File No. 1 -01927

Dear Mr. Kramer:

We refer you to our comment letter dated April 16, 2013, regarding business contacts
with Sudan and Syria.  We have completed our review of this subject matter.  We remind you
that our comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or  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.  We urge all persons who are
responsible for the accuracy and adequac y of the disclosure in the filing to be certain that the
filing includes the information the Securities Exchange Act of 1934 and all applicable rules
require.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Pamela Long
  Assistant Director
 Division of Corporation Finance

CORRESP
1
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CORRESP

 THE GOODYEAR TIRE & RUBBER COMPANY

Akron, Ohio 44316-0001

 May 3, 2013

 VIA EDGAR

Ms. Cecilia Blye

 Chief, Office of Global
Security Risk

 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, 2012

 Filed
February 12, 2013

 File No. 1-1927

 Dear Ms. Blye:

 This letter is in response to the comments set forth in the
letter, dated April 16, 2013 (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. Richard J. Kramer,
Chairman of the Board, Chief Executive Officer and President 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 followed by our
responses. 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.

 General

1.
 Your letter to us dated May 18, 2010 included information about direct and/or indirect sales into Sudan and Syria by your foreign subsidiaries.
As you know, Sudan and Syria are designated by the State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Your 10-K does not include disclosure regarding operations associated with those
countries. Please describe to us the nature and extent of any past, current, and anticipated contacts with Sudan and Syria, whether through direct or indirect arrangements, since your May 18, 2010 letter. Your response should describe the
products, components,

equipment, technology, software, or services you have provided or intend to provide into Sudan and Syria, directly or indirectly, and any agreements, arrangements, or other contacts you have had
with the governments of those countries or entities they control.

 It is the policy of the Company to comply in all respects
with all applicable U.S. export and foreign trade controls. To support this policy, the Company’s computer systems in North America prevent a user from entering any sales to Sudan or Syria on the Company’s order-to-cash system. Moreover,
the Company’s compliance efforts in the area of U.S. export and foreign trade controls are designed to help ensure that sales and other personnel worldwide understand applicable U.S. export and foreign trade controls and new developments in
those controls.

 The Company and its subsidiaries have no operations or offices in Sudan or Syria and have no agreements, commercial
arrangements or other similar contacts with the governments of Sudan or Syria or entities controlled by the governments of Sudan or Syria, nor are we aware of any sales of products or services, directly or indirectly, to parties in Sudan or Syria by
the Company or its subsidiaries in 2010, 2011, 2012 or the first quarter of 2013. In addition, we are not aware of any sales to unaffiliated third parties that we believe were destined for Sudan or Syria during 2010, 2011, 2012 or the first quarter
of 2013.

 Like other global companies, the Company has trademark registrations and applications in Sudan and Syria which we maintain to
protect our intellectual property rights in accordance with the regulations and general licenses issued by the Treasury Department’s Office of Foreign Assets Control that authorize such activity.

2.
Please discuss for us the materiality of any contacts with Sudan and Syria you describe in response to the foregoing comment, and whether those contacts constitute a
material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the past three fiscal years and the subsequent
interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and
share value. As you know, various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of
terrorism. Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan or Syria.

Neither the Company nor any of its subsidiaries had any direct or indirect sales to parties in Sudan or Syria in 2010, 2011, 2012 or the first quarter of
2013. In addition, we do not believe that the actions we take to protect our intellectual property rights in Sudan and Syria could reasonably be expected to be considered material by, or to constitute a material investment risk for, our investors.

*        *        *
  *

 - 2 -

 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;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to its
filings; 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 330-796-2775.

 Respectfully submitted,

THE GOODYEAR TIRE & RUBBER COMPANY

 By:

 /s/ Richard J. Noechel

Richard J. Noechel

Vice President and Controller

cc:
Pradip Bhaumik, Special Counsel, U.S. Securities and Exchange Commission

 Pamela Long, Assistant Director, U.S. Securities and Exchange Commission

 - 3 -

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE
 April 16, 2013
Via E -mail
Richard J. Kramer
Chairman of the Board, Chief Executive Officer , and President
The Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio 44316 -0001

 Re: The Goodyear Tire & Rubber Company
  Form 10 -K for the Fiscal Year Ended December 31, 2012
  Filed February 12 , 2013
  File No. 1 -01927

Dear Mr. Kramer :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better understand your disclosure.

Please respond to this letter within ten 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 circumstances, please tell us why in your response.

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

General

1. Your letter to us dated May 18, 2010 included information about direct and/or indirect
sales into Sudan and Syria by your foreign subsidiaries.  As you know, Sudan and Syria
are designated by the State Department as state sponsors of terrorism, and are subject to
U.S. economic sanctions and e xport controls.   Your 10 -K does not include disclosure
regarding operations associated with those countries.  Please describe to us the nature and
extent of any past, current, and anticipated contacts with Sudan and Syria, whether
through direct or indirec t arrangements, since your May 18, 2010 letter.   Your response
should describe the products, components, equipment, technology, software, or services
you have provided or intend to provide into Sudan and Syria, directly or indirectly, and
any agreements, a rrangements, or other contacts you have had with the governments of
those countries or entities they control.

Richard J. Kramer
The Goodye ar Tire & Rubber Company
April 16 , 2013
Page 2

 2. Please discuss for us the materiality of any contacts with Sudan and Syria you describe in
response to the foregoing comment, and whether those co ntacts constitute a material
investment risk for your security holders.   You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the past three fiscal years and the subsequent interim period.   Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation a nd share value.   As you know, various state and
municipal governments, universities, and other investors have proposed or adopted
divestment or similar initiatives regarding investment in companies that do business with
U.S.-designated state sponsors of te rrorism.   Your materiality analysis should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Sudan or Syria.

We urge all persons who are responsible  for the accu racy 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 company and its management are
in possession of all facts  relating to the 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 company
acknowledging that:

 the company is responsi ble 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.

Please contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Pamela Long
  Assistant Director
 Division of Corporation Finance

January 25, 2013

Via E -mail
Mr. Richard J. Kramer
Chief Executive  Officer
The Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio  44316 -0001

 RE: The Goodyear Tire & Rubber Company
  Form 10-K for the Fis cal Year Ended December 31 , 201 1
  Filed February 14 , 2012
  File No . 1-1927

Dear Mr. Kramer :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to  our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securit ies laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s includes  the
information the Securities Exchange Act of 1934 and all applicable rules requ ire.

Sincerely,

/s/ John Cash, for

        Terence O’Brien
        Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

 [Letterhead of The Goodyear Tire & Rubber Company]

January 11, 2013

 VIA
EDGAR and FACSIMILE (703) 813-6968

 Mr. Terence O’Brien

 Accounting 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 year ended December 31, 2011

Filed
February 14, 2012

Form
10-Q for the quarterly period ended September 30, 2012

Filed
October 26, 2012

File
No. 1-1927

 Dear Mr. O’Brien:

 This letter is in response to the letter, dated December 28, 2012 (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 filings.

 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 year ended December 31, 2011

 Note 4 – Sale of Farm Tire and Wire Business, page 73

1.
 You disclose that Titan is no longer obligated to purchase your European farm tire business and due to the uncertainty surrounding the timing of the
completion of the Amiens social plan, the European farm tire business was classified as held-and-used at December 31, 2010, and through the expiration of the put option on November 30, 2011. Please tell us how you are accounting for the
European farm tire business as

of December 31, 2011, and each fiscal quarter of 2012. Please also quantify the assets and liabilities of the tire business and whether you have assessed those assets for impairment.

 We have continued to classify the assets of the European farm tire business as held-and-used at December 31, 2011 and
in each fiscal quarter of 2012. After the expiration of the put option with Titan, we were not actively marketing the business to other third parties and it was not probable that we would sell the business within one year. Therefore, we did not meet
the criteria in ASC 360-10-45 for long-lived assets to be classified as held-for-sale and have concluded that these assets continue to be properly classified as held-and-used. We continue to explore all alternatives with respect to the European farm
tire business and the related factory in Amiens, France.

 At December 31, 2010, the net book values of the European farm tire business
assets that we sought to sell were approximately $90 million (comprised of inventories of approximately $60 million and fixed assets of approximately $30 million) and the liabilities were approximately $20 million. These amounts were based on
unaudited carve-out financial statements specially prepared upon entering into the put option in 2010. No separate internal financial statements have since been prepared. On an ongoing basis, those assets are part of a larger group of assets and do
not have separately identifiable cash flows that are largely independent of other assets and liabilities, as disclosed in Note 8 in our Form 10-K for the year ended December 31, 2010. Accordingly, those assets were tested for impairment at the
reporting unit level. No such impairment was identified during any of the above-mentioned fiscal periods.

 Note 6 – Income Taxes, page
74

2.
You disclose that you had a tax benefit of $64 million related to the release of a valuation allowance on your Canadian Operations. We note that had you not released
the valuation your tax expense of $201 million would have been 32% higher and net income would have decreased by 15%. In future filings please provide a discussion of material changes in your tax valuation and the underlying reasons. Refer to
Section 501.04 of the Financial Reporting Codification for guidance.

 In future filings, we will provide a discussion
of material changes in our tax valuation and the underlying reasons therefor. For example, with respect to the release of the valuation allowance on our Canadian operations in 2011, we will include the following statement in our Management’s
Discussion and Analysis section in our Form 10-K for the year ended December 31, 2012:

 “The 2011 net tax benefit included a $64
million benefit from the release of a valuation allowance on our Canadian operations, which was released as a result of cumulatively profitable operations in the prior three years and projected future income sufficient to fully realize the deferred
tax assets, and a $24 million charge related to the settlement of prior tax years and to increased tax reserves as a result of negative tax court rulings in a foreign jurisdiction.”

 - 2 -

 Note 19 – Commitments and Contingent Liabilities, page 103

3.
For your potential product liability and other tort claims, environmental matters, workers’ compensation and other contingencies, please disclose the amount or
range of reasonably possible losses or a statement that such amount cannot be estimated. If the reasonably possible range of loss is immaterial to the financial statements, please provide a statement to that effect. Refer to ASC 450-20-50 and SAB
Topic 5:Y for guidance.

 In Note 19 of our Form 10-K for the year ended December 31, 2011, we discuss contingent
liabilities related to environmental matters, workers’ compensation, general and product liability and other tort claims, and other contingencies. These categories of contingent liabilities do not share common characteristics, including with
respect to the nature of the claims, applicable law or the resolution process, therefore we will address each category separately below.

Environmental Matters

 We review
environmental matters quarterly for proper accounting treatment and disclosure under ASC 450-20. Our recorded liabilities for environmental matters were $46 million at December 31, 2011 for all known claims that are considered probable and can
reasonably be estimated. Remediation activities with respect 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 and the
regulatory agencies and other responsible parties involved. For those matters which we are able to quantify that are reasonably possible, our exposure in excess of the amounts accrued is estimated to be approximately $20 million. Based on our 2011
financial results this represents 3% of income before income taxes, less than 1% of total consolidated assets and liabilities, 2% of consolidated total shareholders’ equity, and 2% of our consolidated operating cash flows. Management does not
believe that these potential additional losses are material to our financial position, cash flows or results of operations.

 In consideration
of the Staff’s comment, we will add the following additional disclosure to our future filings under the heading “Environmental Matters” in our contingent liabilities footnote:

 “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

 For our
workers’ compensation liabilities, we perform a quarterly analysis of all of our pending claims, extensive historical experience and current cost trends to determine the appropriate estimate for the liability, including those claims that have
been incurred but not yet reported. At

 - 3 -

December 31, 2011, the discounted liability for workers’ compensation was $302 million. We estimate that it is reasonably possible that the liability could exceed our recorded amount by
approximately $40 million. Based on our 2011 financial results this represents 6% of income before income taxes, less than 1% of total consolidated assets and liabilities, 4% of consolidated shareholders’ equity, and 5% of our consolidated
operating cash flows. Although management does not believe that the potential additional losses are material to our financial position, cash flows or results of operations, in consideration of the Staff’s comment, we will expand our disclosure
to include the high end of the estimated range by adding the following additional disclosure to our future filings under the heading “Workers’ Compensation” in our contingent liabilities footnote:

“At December 31, 2011, 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 Tort Claims

 For our general and product liability and other tort claims, we perform a quarterly analysis on all of our pending claims, historical experience and, where available, recent and current trends to
determine the appropriate estimate for the liability, including those claims that have been incurred but not yet reported. At December 31, 2011, the recorded liabilities for general and product liability and other tort claims, excluding
asbestos claims, were $155 million. We estimate that it is reasonably possible that the liability could exceed our recorded amount by approximately $15 million. Based on our 2011 financial results this represents 2% of income before income taxes,
less than 1% of total consolidated assets and liabilities, 1% of total consolidated shareholders’ equity, and 2% of our consolidated operating cash flows. Management does not believe that the potential additional losses are material to our
financial position, cash flows or results of operations. However, should these claims, individually or in the aggregate, be determined to pose a reasonably possible loss that could be material, we will disclose the related financial exposure.

 In consideration of the Staff’s comment, we will modify the disclosure in our future filings under the heading “General and Product
Liability and Other Litigation” in our contingent liabilities footnote as follows (additional text is underlined):

 “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
December 31, 2011, 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.”

Other Actions

 For our other
contingencies, we perform a quarterly analysis of asserted and known unasserted matters for proper accounting and disclosure under ASC 450-20. For matters that are considered

 - 4 -

reasonably possible, we are unable to accurately estimate our aggregate financial exposure as a result of the diversity of these other matters, both with respect to the nature of the claims and
the jurisdictions in which such claims are brought, and the inherent uncertainties of the litigation process. Given the disparate nature of these other contingencies, it is highly unlikely that we would have adverse outcomes on a sufficient number
of claims in the same period to result in a material adverse effect on our financial position, cash flows or results of operations. However, if an individual matter is determined to pose a reasonably possible loss that could be material, we have
disclosed, and we will continue to disclose, relevant information, including, if known or estimable, the potential financial exposure with respect to that matter. As noted on page 105 of our Form 10-K for the year ended December 31, 2011,
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.

Form 10-Q for the quarterly period ended September 30, 2012

 Note 14 – Consolidating Financial Information, page 26

4.
We note that you have provided condensed consolidating financial information in accordance with Rule 3-10 of Regulation S-X for the 7% senior notes due 2022, the
8.25% senior notes due 2020 and the 8.75% notes due 2020. We note that the Indenture for each of these notes contains certain subsidiary guarantor release provisions, including a provision permitting the company to release a subsidiary guarantor
during a “Suspension Period.” Please explain why you believe the guarantors are full and unconditional as required by Rule 3-10 of Regulation S-X in light of the provision that allows for a release of the guarantor during a
“Suspension Period.”

 Section 10.06 of the indentures for the 7% senior notes due 2022 (the “7%
notes”) and the 8.25% senior notes due 2020 (the “8.25% notes”) and Section 4.06 of the indenture for the 8.75% notes due 2020 (the “8.75% notes”; collectively, the “guaranteed notes”) provides for the release
of the subsidiary guarantees in limited circumstances only upon the occurrence of certain customary conditions, including during a “Suspension Period.” A “Suspension Period” is defined in Section 4.12 of the indentures for
the 7% notes and 8.25% notes (and Section 3.02 of the indenture for the 8.75% notes) as the period of time beginning after the related guaranteed notes have an investment grade rating from Moody’s Investors Service (Baa3 or higher) and
Standard & Poor’s (BBB- or higher) and ending after the related guaranteed notes no longer have such investment grade ratings. In order to effectuate a release of a subsidiary guarantee during a “Suspension Period,” we must
provide the Trustee with an Officers’ Certificate to that effect.

 The guaranteed notes currently do not have investment grade ratings.
As a result, the subsidiary guarantees for a particular note issue are unable to be released unless and until those guaranteed notes have investment grade ratings. Furthermore, we believe that the release conditions and related mechanics in our
indentures are customary for non-investment grade issuers of debt securities with a credit profile similar to Goodyear. We believe, therefore, that the guarantees provided by the subsidiary guarantors are full and unconditional for purposes of Rule
3-10 of Regulation S-X, consistent with the definition of “full and unconditional” in Rule 3-10(h)(2) of

 - 5 -

 Regulation S-X and the general guidance contained in Section 2510.5 of the Financial Reporting Manual
of the Division of Corporation Finance.

*        *        *
  *

 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 the filings;

•

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

 Please direct any questions, comments and advice of the Commission staff to the
undersigned at

December 28 , 2012

Via U.S. 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 14, 2012
Form 10 -Q for Fiscal Quarter Ended
September 30, 2012
File No. 001 -01927

Dear Mr. Wells :

We have reviewed your filing an d 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 ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the request ed
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please  tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Note 4 – Sale of Farm Tire and Wire Business, page 73

1. You disclose that Titan is no longer obligated to purchase your European farm tire
business and due to the uncertainty surrounding  the timing of the completion of the
Amiens social plan, the European farm tire business was classified as held -and-used at
December 31, 2010 , and through the expiration of the put option on November 30, 2011.
Please tell us how you are accounting for the  European farm tire business as of December
31, 2011, and each fiscal quarter of 2012.  Please also quantify the assets and liabilities of
the tire business and whether you have assessed those assets for impairment.

Note 6 – Income Taxes, page 74

2. You di sclose that you had a tax benefit of $64 million related to the release of a valuation
allowance on your Canadian Operations.  We note that had you not released the valuation

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company
December 2 8, 2012
Page 2

 your tax expense of  $201 million would have been 32 % higher and net income would
have decreased by 15%.  In future filings please provide a discussion of material changes
in your tax valuation and the underlying reasons.  Refer to Section 501.04 of the
Financial Reporting Codification for guidance.

Note 19 – Commitments and Contingent Liabilities, page 103

3. For your potential product liability and other tort claims, environmental matters, worker s’
compensation and other contingencies, please disclose the amount or range of reasonably
possible losses or a  statement that such amount can not be estimated.   If the reasonably
possible range of loss is immateria l to the financial stateme nts, please provide a s tatement
to that effect.  Refer to ASC 450 -20-50 and SAB Topic 5:Y for guidance.

Form 10 -Q for the Quarterly Period Ended September 30, 2012

Note   14. Consolidating Financial Information, page 26

4. We note that you have provided condensed consolidating financial information in
accordance with Rule 3 -10 of Regulation S -X for the 7% senior notes due 2022, the
8.25% senior  notes due 2020 and the 8.75% notes due 2020.   We note that the Indenture
for each of these notes contains certain subsidiary guarantor release provisions, including
a provision permitting the company to release a subsidiary guarantor during a
“Suspension Period.”   Please explain why you believe the guarantors are full and
unconditional as required by Rule 3 -10 of Regulation S -X in light of the provision that
allows for a release of the guarantor during a “Suspension Period.”

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 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 provide  a written statement from the company
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 com pany 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.

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company
December 2 8, 2012
Page 3

 You may contact Tracey McKoy at (202) 551 -3772 or me at (202) 551 -3355  if you have
question s regarding comments on the financial statements and related matters.  Please contact
Erin Jaskot at (202) 551 -3442 with any other questions.

Sincerely,

 /s/ Terence O’Brien

Terence O’Brien
Accounting Branch Chief

January 6, 2012
 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 File No. 1-1927

Dear Mr. Wells:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Terence O’Brien

Terence O’Brien Branch Chief

CORRESP
1
filename1.htm

Correspondence Letter

 [Letterhead of The Goodyear Tire & Rubber Company]

January 4, 2012

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 year ended December 31, 2010

 Filed February 10, 2011

 File No. 1-1927

Dear Mr. O’Brien:

This letter is in response to the letter, dated December 21, 2011 (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 year ended December 31, 2010

 19. Commitments and Contingent Liabilities, page 112

1.
 We have read your response to comment 1 in our letter dated December 1, 2011. You have told us that you have concluded that the amounts
related to your warranty experience as of and for the years ended December 31, 2010 and 2009 were not material to your consolidated financial statements and therefore you did not include the full disclosure referred to in ASC 460-10-50-8c. We
note that your warranty expense for 2010 has a 163% impact to your pre-tax income. Please either provide to us your materiality assessment or disclose in future filings the amount of the

warranty expense and payments for the year so that readers may understand the gross activity related to your warranties.

In future filings, we will disclose gross warranty expense and payment detail in footnotes to the financial statements. We note that in
periods of near breakeven income (as was the case with Goodyear’s pre-tax income in 2010), we do not solely rely on a single quantitative measure such as a percentage of current period pre-tax income in conducting our materiality assessment.
Additionally, we review other quantitative measures (e.g., relationships to current period net sales, segment operating income, net income, relevant financial statement line items, total assets, shareholders’ equity and to historical earnings)
and relevant qualitative factors when conducting our materiality assessment.

*            *
  *            *

 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 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.

 Please direct any questions, comments and advice of the Commission staff to the
undersigned at 330-796-2775 (fax: 330-796-2338).

 Respectfully submitted,

THE GOODYEAR TIRE & RUBBER COMPANY

By:

/s/ Richard J. Noechel

 Richard J. Noechel

 Vice
President and Controller

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

 Al Pavot, U.S. Securities and Exchange Commission

 - 2 -

December 21, 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 File No. 1-1927

Dear Mr. Wells:
 We have reviewed your response and have the following comment.    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 comment applies to your facts a nd circumstances, please tell us why in your
response.
 After reviewing the information you provide in  response to this comment, we may have
additional comments.
Form 10-K for the year ended December 31, 2010

 19. Commitments and Contingent Liabilities, page 112

1. We have read your response to comment 1 in our letter dated December 1, 2011.  You
have told us that you have concluded th at the amounts related to your warranty
experience as of and for the years ende d December 31, 2010 and 2009 were not material
to your consolidated financial statements  and therefore you did not include the full
disclosure referred to in AS C 460-10-50-8c.  We note that  your warranty expense for
2010 has a 163% impact to your pre-tax inco me.  Please either provide to us your
materiality assessment or disclose in future  filings the amount of the warranty expense
and payments for the year so that reader s may understand the gro ss activity related to
your warranties.

Mr. Darren R. Wells The Goodyear Tire & Rubber Company  December 21, 2011 Page 2

 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

CORRESP
1
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CORRESP

 [Letterhead of The Goodyear Tire & Rubber Company]

December 9,
2011

 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 year ended December 31, 2010

 Filed
February 10, 2011

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

Filed October 28, 2011

 File No. 1-1927

 Dear Mr. O’Brien:

This letter is in response to the letter, dated December 1, 2011 (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 year ended December 31, 2010

 Note 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.

 We have included a discussion of warranties within our Commitments and Contingent Liabilities footnote and
Accounting Policies footnote in our Form 10-K for the year ended December 31, 2010. We considered the significance of our warranty experience (i.e., payments and expense), balance sheet liability and the requirements set forth in ASC
460-10-50-8c, and concluded that such amounts as of and for the years ended December 31, 2010 and 2009 were not material to the consolidated financial statements and therefore did not include the full disclosure referred to in ASC 460-10-50-8c.
The warranty liability was $17 million and $18 million at December 31, 2010 and 2009, respectively. During 2010, warranty expense was $13 million and warranty payments were $14 million.

 Note 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 activities. In this regard we note the
guidance in ASC 230-10-45 and ASC 830-230-55-2.

 In the Condensed Consolidating Statements of Cash Flows on pages 121-123 of
our Form 10-K for the year ended December 31, 2010, we have classified changes in Accounts Payable to Affiliates and Accounts Receivable from Affiliates transactions as Operating Activities in accordance with ASC 230-10-45 and ASC 830-230-55-2.
The transactions are primarily related to the purchase and sale of raw materials and finished goods and for services managed and expenses incurred on behalf of affiliates, such as for employee benefits, insurance, real and personal property taxes,
and research and development expenses. The cash flow classification of changes in Accounts Payable to Affiliates is consistent with our responses on August 7, 2007 (Response No. 3) and August 21, 2007 to comments from the staff of the
Commission. In addition, cash flows associated with capital investments or equity transactions between affiliates have been classified as Investing or Financing Activities, respectively, according to ASC 230-10-45 and ASC 830-230-55-2. In future
filings, we will revise our disclosure to better clarify the nature of these transactions.

 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 expense of $86 million in the 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 why 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 there was a material decrease in corresponding interest rates. In future filings, please explain your interest expense variances within the context of your weighted average debt outstanding and your
applicable weighted average interest rates. See Section 501.04 of the Financial Reporting Codification.

 In future
filings, beginning with our Form 10-K for the year ending December 31, 2011, we will explain our interest expense variances within the context of our weighted average debt outstanding and weighted average interest rates.

 - 2 -

 Liquidity and Capital Resources, page 43

4.
We note your disclosure on page 44 that there are factors which may adversely impact your ability to transfer funds between subsidiaries. You have disclosed that
approximately 12% of your consolidated cash balance is subject to Venezuelan restrictions. In future filings, please quantify 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.

 In
“Liquidity and Capital Resources – Overview” on page 47 of our Form 10-K for the year ended December 31, 2010, we quantified our total net assets that are subject to certain restrictions. In future filings, we will quantify our
net assets and cash subject to such restrictions in the aggregate and, if material, in a particular jurisdiction.

 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, whereas the
increase in third quarter cost of goods sold was 21%. It would appear that the 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 sales or cost of goods sold account variances so that investors can better understand the factors that materially impact your operating cash flows. For example, if the inventory increase 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.

 In future filings, we will explain any material changes in our working capital accounts (e.g., Inventories, Accounts Receivable and Accounts Payable – Trade) so investors can better understand the
factors affecting operating cash flow. As noted on page 52 of our Form 10-Q for the quarterly period ended September 30, 2011 under the heading “Commodity Price Risk,” we currently do not hedge commodity prices.

*            *
  *            *

 - 3 -

 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 the filings;

•

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

 Please direct any questions, comments and advice of the Commission staff to the
undersigned at 330-796-2775 (fax: 330-796-2338).

Respectfully submitted,

THE GOODYEAR TIRE & RUBBER COMPANY

By:

/s/ Richard J. Noechel

 Richard J. Noechel

 Vice
President and Controller

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

 Al Pavot, U.S. Securities and Exchange Commission

 - 4 -

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

June 17, 2010

By U.S. mail and facsimile to (330) 796-7506

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 for the fiscal year ended December 31, 2009
Filed February 19, 2010
  File No. 1-1927

Dear Mr. Wells:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

Sincerely,

Terence O’Brien Branch Chief

CORRESP
1
filename1.htm

corresp

June 9, 2010

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. 20549-4631

    Re:

    The Goodyear Tire & Rubber Company

Form 10-K for the fiscal year ended December 31, 2009

Filed February 19, 2010

File No. 1-1927

Dear Mr. O’Brien:

     This letter is in response to the letter, dated May 21, 2010 (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 year ended December 31, 2009

Management’s Discussion and Analysis, page 28

Liquidity and Capital Resources, page 45

    1.

    In your response to comment 4, you discuss how you have disclosed specific
items relating to your Venezuelan subsidiary when they are material to a broader
discussion of your Latin American Tire segment or to overall liquidity. Please expand
MD&A in future filings to provide a more comprehensive discussion of your Venezuelan
operations that provides a greater level of information about the monetary assets and
liabilities that are exposed to exchange rate changes and the

    sensitivity of your sales and cost of sales to future currency changes. Disclose the
specific amount of bolivar-denominated monetary assets and liabilities as of each
balance sheet date and provide a break-out of the amounts being remeasured at each
exchange rate. Provide this disclosure at a reasonably detailed level; for example,
disclose amounts for cash and accounts receivable. Disclose the amount of sales and
costs of sales for Goodyear Venezuela and separately disclose the amounts denominated in
bolivar fuerte and the U.S. dollar. Please provide us an example of future disclosure.

In future filings, the following additional underlined disclosure related to our Venezuelan
operations will appear in our Management’s Discussion and Analysis — Liquidity and Capital
Resources section:

“Effective January 1, 2010, Venezuela’s economy was considered to be highly inflationary under U.S.
generally accepted accounting principles. Accordingly, the U.S. dollar was determined to be the
functional currency of our Venezuelan subsidiary. All gains and losses resulting from the
remeasurement of its financial statements are determined using official exchange rates. On January
8, 2010, the Venezuelan government announced the devaluation of the bolivar fuerte against the U.S.
dollar and the establishment of a two-tier exchange structure for essential and non-essential
goods. For essential goods the exchange rate is 2.6 bolivares fuertes to the U.S. dollar and
for non-essential goods the exchange rate is 4.3 bolivares fuertes to the U.S. dollar. As a
result, we recorded a loss of $110 million in the first quarter of 2010 in connection with the
remeasurement of our balance sheet to reflect the devaluation.

If in the future we convert bolivares fuertes at a rate other than the official exchange rates, we
may realize additional gains or losses that would be recorded in the statement of operations.
At June 30, 2010, we had bolivar fuerte denominated monetary assets of $___
 million which consisted primarily of $___ million of cash and $___
 million of accounts receivable, and bolivar fuerte denominated monetary liabilities of $___ million which consisted primarily of $___ million
of accounts payable — trade, $___ million of income taxes payable and $___ million of
compensation and benefits. At December 31, 2009, we had bolivar fuerte denominated monetary assets
of $___ million which consisted primarily of $___ million of cash and $___ million of accounts
receivable and bolivar fuerte denominated monetary liabilities of $___ million which consisted
primarily of $___ million of accounts payable — trade, $___ million of income taxes payable and
$___ million of compensation and benefits. All monetary assets and liabilities were remeasured at
4.3 bolivares fuertes to the U.S. dollar at June 30, 2010, and were translated at 2.15 bolivares
fuertes to the U.S. dollar at December 31, 2009.

Goodyear Venezuela’s sales were X% and X% of our net sales for the three months ended June 30,
2010 and 2009, respectively, and were X% and X% of our net sales for the six months ended June 30,
2010 and 2009, respectively. Goodyear Venezuela’s operating income was X% and X% of our segment
operating income for the three and six months ended June 30, 2010. For the three and six months
ended June 30, 2009, we had a segment operating loss and, therefore, the percentage is not
applicable. Goodyear Venezuela’s sales are bolivar fuerte denominated and cost of goods sold are
approximately X% bolivar fuerte denominated and approximately X% U.S. dollar denominated. A 10%
increase/(decrease) in each of the official exchange rates would

-2-

decrease/(increase) Goodyear Venezuela’s sales and cost of goods sold on an annual basis by
approximately $___ million and $___ million, respectively.

Goodyear Venezuela contributed a significant portion of Latin American Tire’s sales and operating
income in 2009. The devaluation of the bolivar fuerte and weak economic conditions are expected to
adversely impact Latin American Tire’s current year segment operating income by $50 million to $75
million as compared to 2009. In response to the devaluation of the bolivar fuerte and weak
economic conditions, we continue to evaluate the need to adjust prices for our products while
remaining competitive. Our pricing policies take into account factors such as fluctuations in raw
material cost, production cost, market demand and adherence to government price controls. For
discussion of the risks related to our international operations, including Venezuela, see “Item 1A.
Risk Factors” in our 2009 Form 10-K.”

    2.

    In a response to us, you state you have not used the parallel market to settle
U.S. dollar-denominated accounts payable, intercompany amounts or other balances. In
future filings please provide a discussion of amounts you have settled at the official
rate during the periods presented or, if no amounts have been settled during this time,
discuss the most recent settlements. Disclose the amount of bolivar fuerte pending
government approval for settlement at the official rate (and which official rate) and
the length of time the request(s) have been pending. Discuss the implications of the
current exchange rate system for your operations and cash flows. Please provide us an
example of future disclosure.

In future filings, the following additional underlined disclosure related to our Venezuelan
operations will appear in our Management’s Discussion and Analysis — Liquidity and Capital
Resources section:

“During the six month period ended June 30, 2010 and 2009, Goodyear Venezuela settled $___
million and $___ million, respectively, of U.S. dollar denominated intercompany payables and
accounts payable — trade, approximately X% and X% of which were settled at the essential goods
rate of 2.6 bolivares fuertes to the U.S. dollar and at the official rate of 2.15 bolivares fuertes
to the U.S. dollar, respectively. At June 30, 2010, pending settlements of U.S. dollar denominated
liabilities were approximately $___ million of which approximately $___ million are expected to be
settled at 2.6 bolivares fuertes to the U.S. dollar and approximately $___ million are expected to
be settled at 4.3 bolivares fuertes to the U.S. dollar. At June 30, 2010, approximately $___
million of the requested settlements were pending up to 180 days, $___ million were pending from
180 to 360 days and $___ million were pending over one year of which approximately $___ million
represented dividends. Currency exchange controls in Venezuela continue to limit our ability to
remit funds from Venezuela.”

In addition, in future filings, the following additional underlined disclosure related to our
Venezuelan operations will appear in our Management’s Discussion and Analysis — Liquidity and
Capital Resources section:

“Our ability to service debt and operational requirements are 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

-3-

where we operate, such as Venezuela, 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 various restrictions, 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 restrict 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 overcoming these restrictions, we do not
consider the net assets of our subsidiaries, including Goodyear Venezuela, that are subject
to such restrictions to be integral to our liquidity or readily available to service our debt and
operational requirements.”

    3.

    In future filings, please discuss your plans to manage the challenges presented
by the current exchange rate system. For example, disclose changes in business
practices or policies that have occurred or are anticipated to occur in response to the
devaluation and the hyperinflationary environment.

Please see the additional underlined disclosure in the last paragraph of our response to comment 1
that will be included in future filings.

    4.

    In a separate letter dated April 30, 2010, you provided us with summarized
financial information for Goodyear Venezuela. Since it does not appear you have
requested confidential treatment pursuant to Rule 83 for the information, please upload
this information to EDGAR as correspondence.

In response to your request, we are providing below the summarized financial information for
Goodyear Venezuela that was previously provided to you supplementally. We included the quarter
ended March 31, 2010 for comparative purposes.

    At

    At

    ($ in millions)

    December 31, 2009

    March 31, 2010

    Total Assets

    $
    452

    $
    286

    Total Liabilities

    $
    221

    $
    157

    Net Assets

    $
    231

    $
    129

    For the

    For the

    For the quarter

    year ended

    year ended

    ended

    ($ in millions)

    December 31, 2008

    December 31, 2009

    March 31, 2010

    Net Sales

    $
    297

    $
    384

    $
    43

    Operating Income

    $
    78

    $
    143

    $
    6

Note 3. Other Expense, page 75

    5.

    We have read your response to comment 5 in our letter dated April 23, 2010.
Please provide the clarifying language contained in your response in future filings as
applicable.

-4-

In future filings, we will include the clarifying language contained in our response dated April
30, 2010, as applicable.

* * * *

In addition, our response to comment 1 set forth in our letter to you, dated May 18, 2010, is
restated in full below in order to correct arithmetic errors made in calculating the percentages
included in our original response.

    1.

    We note from your disclosure on pages 2, 3, 5-6, 20, 22, and elsewhere that you
continue to operate in Latin America, the Middle East, and Africa, regions generally
understood to include Cuba, Iran, Syria, and Sudan. As you know, those countries are
identified by the State Department as state sponsors of terrorism, and are subject to
U.S. economic sanctions and export controls. Please provide us with information
regarding your contacts with Cuba, Iran, Syria, and Sudan since your letter to the
staff dated August 24, 2006. Your response should describe any products, components,
equipment, technology, software or services you have provided into any of those
countries, directly or indirectly, since your letter dated August 24, 2006, and any
agreements, commercial arrangements, or other contacts you have had with the
governments of those countries or entities controlled by those governments since that
time.

It is the policy of the Company to comply in all respects with all applicable U.S. export and
foreign trade controls. To support this policy, the Company’s computer systems in North America
prevent a user from entering any sales to Cuba, Iran, Syria or Sudan on the Company’s order-to-cash
system. Moreover, the Company’s compliance efforts in the area of U.S. export and foreign trade
controls are designed to help ensure that sales and other personnel worldwide understand applicable
U.S. export and foreign trade controls and new developments in those controls.

The Company and its subsidiaries have no operations or offices in Cuba and have no agreements,
commercial arrangements or other contacts with the government of Cuba or entities controlled by the
government of Cuba, nor are we aware of any sales of products or services, directly or indirectly,
into Cuba by the Company or its subsidiaries. From 1946 to 1960, the Company had a subsidiary in
Cuba, Goodyear de Cuba, S.A. Productos de Goma, that operated a factory in that country. In 1960,
the government of Cuba seized and confiscated all of the assets of that subsidiary.

The Company and its subsidiaries also have no operations or offices in Iran, Syria or Sudan. While
the foreign subsidiaries of U.S.-based companies are not prohibited from doing business with
parties in Iran, Syria or Sudan, we are not aware of any sales by the Company or its subsidiaries
of products or services to parties in Syria, Iran or Sudan since 2008 and, in the case of Syria,
since 2006.

Certain of the Company’s foreign subsidiaries made a small amount of direct sales to parties in
Iran and Sudan in 2007 and 2008. With respect to Iran, certain of the Company’s foreign
subsidiaries had sales of commercial aircraft tires and tubes and retreading services in 2007 and

-5-

2008 of $902,000 and $711,000 (substantially less than 0.01% of the Company’s consolidated net
sales in each of those years), respectively, including sales to a government-owned commercial
airline company. With respect to Sudan, a foreign subsidiary of the Company had sales of consumer,
commercial truck, earthmover and farm tires, tubes and flaps in 2007 and 2008 of $141,200 and $600
(substantially less than 0.001% of the Company’s consolidated net sales in each of those years),
respectively, including sales to a government-owned sugar company.

In addition to the sales by certain foreign subsidiaries described above, certain products of
foreign subsidiaries may reach Iran, Syria or Sudan through sales to unaffiliated third parties.
For example, we are aware that:

    •

    A foreign subsidiary of the Company made sales to unaffiliated third parties based
in Dubai, United Arab Emirates, a portion of which that foreign subsidiary believes
were destined for Iran. In 2007, 2008 and 2009, these sales totaled $21,330,000,
$15,871,000 and $11,700,000 (0.1%, 0.08% and 0.07% of the Company’s consolidated net
sales), respectively, and consisted of consumer, commercial truck, earthmover and farm
tires, tubes and flaps. In May

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

                May 21, 2010

By U.S. mail and facsimile to (330) 796-7506

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 for the fiscal year ended December 31, 2009
Filed February 19, 2010
  File No. 1-1927

Dear Mr. Wells:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your disclosures in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comme nts, we may ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing
this information, we may or may not raise additional comments.  Form 10-K for the year ended December 31, 2009

 Management’s Discussion and Analysis, page 28

 Liquidity and Capital Resources, page 45

1. In your response to comment 4, you discuss how you have disclosed specific items relating to your Venezuelan subsidia ry when they are material to a broader
discussion of your Latin American Tire se gment or to overall liquidity.  Please
expand MD&A in future filings to provi de a more comprehensive discussion of
your Venezuelan operations that provides a greater level of information about the
monetary assets and liabilities that are e xposed to exchange rate changes and the
sensitivity of your sales and cost of sales to  future currency changes.  Disclose the
specific amount of bolivar-denominated mone tary assets and liabilities as of each
balance sheet date and provi de a break-out of the amounts being remeasured at
each exchange rate.  Provide this disclosu re at a reasonably detailed level; for
example, disclose amounts for cash and acc ounts receivable.  Disclose the amount
of sales and costs of sales for Goodyear Venezuela and separately disclose the

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company
May 21, 2010 Page 2
amounts denominated in bolivar fuerte and the U.S. dollar.  Please provide us an
example of future disclosure.

2. In a response to us, you state you have not used the parallel mark et to settle U.S.
dollar-denominated accounts payable, intercompany amounts or other balances.  In future filings please provide a disc ussion of amounts you have settled at the
official rate during the pe riods presented or, if no amounts have been settled
during this time, discuss the most recent  settlements.  Disclose the amount of
bolivar fuerte pending government approval fo r settlement at the official rate (and
which official rate) and the length of tim e the request(s) have been pending.
Discuss the implications of the current exchange rate system for your operations and cash flows.  Please provide us an example of future disclosure.

3.   In future filings, please discuss your plans to manage the challenges presented by
the current exchange rate system.  For example, disclose changes in business
practices or policies that ha ve occurred or are anticipate d to occur in response to
the devaluation and the hyperi nflationary environment.

4. In a separate letter dated April 30, 2010, you provided us with summarized
financial information for Goodyear Venezu ela. Since it does not appear you have
requested confidential treatment pursuant to Rule 83 for the information, please
upload this information to EDGAR as correspondence.

Note 3. Other Expense, page 75

5.   We have read your response to co mment 5 in our letter dated April 23, 2010.
Please provide the clarifying language contai ned in your response in future filings
as applicable.

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company May 21, 2010 Page 3
*    *    *    *
 Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested supplem ental information.  Detailed response
letters greatly facilitate our review.  Pleas e file your response letter on EDGAR.  Please
understand that we may have additional comments after reviewing your  responses to our comments.
 You may contact Jenn Do, St aff Accountant, at (202) 551-3743, or me at (202)
551-3355 if you have questions regarding comm ents on the financial statements and
related matters.

         S i n c e r e l y ,              T e r e n c e  O ’ B r i e n          B r a n c h  C h i e f

CORRESP
1
filename1.htm

corresp

     May 18, 2010

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, 2009

    Filed February 19, 2010

    File No. 1-1927

Dear Mr. O’Brien:

     This letter is in response to comments 1 and 2 set forth in the letter, dated April 23, 2010
(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 to which
we are now responding 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 year ended December 31, 2009

General

    1.

    We note from your disclosure on pages 2, 3, 5-6, 20, 22, and elsewhere that you
continue to operate in Latin America, the Middle East, and Africa, regions generally
understood to include Cuba, Iran, Syria, and Sudan. As you know, those countries are
identified by the State Department as state sponsors of terrorism, and are subject to
U.S. economic sanctions and export controls. Please provide us with information
regarding your contacts with Cuba, Iran, Syria, and Sudan since your letter to the
staff dated August 24, 2006. Your response should describe any products,

    components, equipment, technology, software or services you have provided into any of
those countries, directly or indirectly, since your letter dated August 24, 2006, and
any agreements, commercial arrangements, or other contacts you have had with the
governments of those countries or entities controlled by those governments since that
time.

It is the policy of the Company to comply in all respects with all applicable U.S. export and
foreign trade controls. To support this policy, the Company’s computer systems in North America
prevent a user from entering any sales to Cuba, Iran, Syria or Sudan on the Company’s order-to-cash
system. Moreover, the Company’s compliance efforts in the area of U.S. export and foreign trade
controls are designed to help ensure that sales and other personnel worldwide understand applicable
U.S. export and foreign trade controls and new developments in those controls.

The Company and its subsidiaries have no operations or offices in Cuba and have no agreements,
commercial arrangements or other contacts with the government of Cuba or entities controlled by the
government of Cuba, nor are we aware of any sales of products or services, directly or indirectly,
into Cuba by the Company or its subsidiaries. From 1946 to 1960, the Company had a subsidiary in
Cuba, Goodyear de Cuba, S.A. Productos de Goma, that operated a factory in that country. In 1960,
the government of Cuba seized and confiscated all of the assets of that subsidiary.

The Company and its subsidiaries also have no operations or offices in Iran, Syria or Sudan. While the foreign
subsidiaries of U.S.-based companies are not prohibited from doing business with parties in Iran,
Syria or Sudan, we
are not aware of any sales by the Company or its subsidiaries of products or services to parties in
Syria, Iran or Sudan since 2008 and, in the case of Syria, since 2006.

Certain of the Company’s foreign subsidiaries made a small amount of direct sales to parties in
Iran and Sudan in 2007 and 2008. With respect to Iran, certain of the Company’s foreign
subsidiaries had sales of commercial aircraft tires and tubes and retreading services in 2007 and
2008 of $902,000 and $711,000 (substantially less than 0.0001% of the Company’s consolidated net
sales in each of those years), respectively, including sales to a government-owned commercial
airline company. With respect to Sudan, a foreign subsidiary of the Company had sales of consumer,
commercial truck, earthmover and farm tires, tubes and flaps in 2007 and 2008 of $141,200 and $600
(substantially less than 0.00001% of the Company’s consolidated net sales in each of those years),
respectively, including sales to a government-owned sugar company.

In addition to the sales by certain foreign subsidiaries described above, certain products of
foreign subsidiaries may reach Iran, Syria or Sudan through sales to unaffiliated third parties.
For example, we are aware that:

    •

    A foreign subsidiary of the Company made sales to unaffiliated third parties based
in Dubai, United Arab Emirates, a portion of which that foreign subsidiary believes
were destined for Iran. In 2007, 2008 and 2009, these sales totaled $21,330,000,
$15,871,000 and $11,700,000 (0.001%, 0.0008% and 0.0007% of the Company’s

- 2 -

    consolidated net sales), respectively, and consisted of consumer, commercial truck,
earthmover and farm tires, tubes and flaps. In May 2009, the foreign subsidiary
terminated its relationship with the unaffiliated third party that accounted for all of
the indirect sales to Iran in 2009.

    •

    A foreign subsidiary of the Company made sales to an unaffiliated third party based
in Lebanon, a portion of which that foreign subsidiary believes were destined for
Syria. In 2007, 2008 and 2009, these sales totaled $646,000, $439,000 and $1,000
(substantially less than 0.0001% of the Company’s consolidated net sales in each of
those years), respectively, and consisted of consumer and earthmover tires.

    •

    A foreign subsidiary of the Company made sales to unaffiliated third parties based
in Dubai, United Arab Emirates and the United Kingdom, a portion of which that foreign
subsidiary believes were destined for Sudan. In 2007 and 2008, these sales totaled
$55,100 and $84,600 (substantially less than 0.00001% of the Company’s consolidated net
sales in each of those years), respectively, and consisted of consumer, commercial
truck and farm tires, tubes and flaps. We are not aware of any such sales to Sudan in
2009.

We are not aware of any sales to unaffiliated third parties that our foreign subsidiaries believe
were destined for Iran, Syria or Sudan during the first three months of 2010.

With respect to indirect sales into these countries, our compliance efforts are designed to help
ensure compliance with U.S. law if the Company becomes aware of unaffiliated third party sales to
certain countries, including Iran, Syria and Sudan, that it has reason to believe may not comply
with U.S. law.

    2.

    Please discuss the materiality of any contacts with Cuba, Iran, Syria and Sudan
that you describe in response to the foregoing comment, and whether those contacts
constitute a material investment risk for your security holders. You should address
materiality in quantitative terms, including the approximate dollar amounts of
revenues, assets, and liabilities associated with Cuba, Iran, Syria, and Sudan for the
last three fiscal years and any subsequent period. Also, address materiality in terms
of qualitative factors that a reasonable investor would deem important in making an
investment decision, including the potential impact of corporate activities upon a
company’s reputation and share value. As you know, various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with
U.S.-designated state sponsors of terrorism. Your materiality analysis should address
the potential impact of the investor sentiment evidenced by such actions directed
toward companies that have operations associated with Cuba, Iran, Syria, and Sudan.

From both a quantitative and a qualitative perspective, we are confident that the de minimis sales
by foreign subsidiaries of the Company described in response to comment 1 do not constitute
material information for, or a material investment risk to, our security holders. Neither the
Company nor its U.S. subsidiaries had any direct or indirect sales to parties in Iran, Syria or
Sudan in 2007, 2008, 2009 or the first three months of 2010. Furthermore, the Company’s

- 3 -

foreign subsidiaries had no direct sales to parties in Iran, Syria or Sudan in 2009 or the first
three months of 2010 due to an affirmative effort by the Company’s foreign subsidiaries to minimize
even legally permissible contacts with those countries. We do not have any physical presence or
other assets in Cuba, Iran, Syria or Sudan.

The Company is mindful of the investor sentiment underlying the initiatives described in the
Comment Letter. However, the Company believes that the lack of a physical presence in any of the
referenced countries, the extremely limited amount of direct and indirect sales by foreign
subsidiaries to Iran, Syria and Sudan, the declining trend in those sales, and the nature of the
products and services involved are unlikely to result in a significant adverse investor reaction.
The Company will continue to monitor the various investment initiatives and any adverse customer or
investor reaction, and will make any necessary adjustments to its materiality assessment.

* * * *

     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;

    •

    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
330-796-4141 (fax: 330-796-7861).

    Respectfully submitted,

THE GOODYEAR TIRE & RUBBER COMPANY

    By:
    /s/ Daniel T. Young

    Daniel T. Young

    Attorney

- 4 -

    cc:

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

    Chambre Malone, Staff Attorney, U.S. Securities and Exchange Commission

    Pamela Long, Assistant Director, U.S. Securities and Exchange Commission

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April 30, 2010

 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, 2009

    Filed February 19, 2010

    File No. 1-1927

Dear Mr. O’Brien:

     This letter is in response to the letter, dated April 23, 2010 (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.

     With respect to comments 1 and 2, we are in the process of conducting the due diligence
necessary to respond to those comments, and will provide our response once that due diligence
process has been completed.

     For the convenience of the Commission staff, we have repeated each of your comments to which
we are now responding 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 year ended December 31, 2009

Management’s Discussion and Analysis, page 28

Liquidity and Capital Resources, page 45

    3.

    We have read your response to comment 3 in our letter dated April 1, 2010.
Please revise future filings to address the following:

    •

    Disclose whether you believe your goods will constitute mostly
essential or non-essential goods. Alternatively, disclose the percentage you
believe represents essential goods and the percentage that represents
non-essential goods. Disclose the exchange rate for both classifications.

    •

    Disclose the gross foreign currency exchange loss attributed to
the Venezuelan operations, i.e., state the charge to be recognized in Other
Expense as well as the tax-effected amount.

In future filings, the following additional italicized disclosure related to our Venezuelan
operations will appear in our Management’s Discussion and Analysis — Liquidity and Capital
Resources:

“Effective January 1, 2010, Venezuela’s economy was considered to be highly inflationary under U.S.
generally accepted accounting principles. Accordingly, the U.S. dollar was determined to be the
functional currency of our Venezuelan subsidiary. All gains and losses resulting from the
remeasurement of its financial statements are determined using official exchange rates. On January
8, 2010, the Venezuelan government announced the devaluation of the bolivar fuerte against the U.S.
dollar and the establishment of a two-tier exchange structure for essential goods at 2.6 bolivar
fuerte to the U.S. dollar and for non-essential goods at 4.3 bolivar fuerte to the U.S. dollar. As
a result, we recorded a loss of $110 million ($99 million after-tax or $0.41 per share) in the
first quarter of 2010 in connection with the remeasurement of our balance sheet to reflect the
devaluation. If in the future we convert bolivares fuertes at a rate other than the official
exchange rates, we may realize additional gains or losses that would be recorded in the statement
of operations. Currently, most of our imported raw materials, finished goods and supplies are
settled at the official exchange rate applicable to essential goods as determined by the Venezuelan
government.

Goodyear Venezuela contributed a significant portion of Latin American Tire’s sales and operating
income in 2009. The devaluation of the bolivar fuerte and weak economic conditions are expected to
adversely impact Latin American Tire’s current year segment operating income by $50 million to $75
million as compared to 2009. For a discussion of the risks related to our international
operations, including Venezuela, see “Item 1A. Risk Factors” in our 2009 Form 10-K.”

    4.

    On page 20, you disclose that the Venezuelan currency restrictions may limit
your ability to repatriate funds from Venezuela and could materially adversely affect
your financial condition and liquidity. It is not clear from your response to prior
comment 6 why you believe the disclosure of summarized financial information for your
Venezuelan operations would not provide material and useful information to investors on
your exposure to these risks. Please explain. Also, please tell us the amount of
sales and operating income contributed by Goodyear Venezuela in 2009 and 2008 and the
amount of their total assets, liabilities and net assets as of December 31, 2009.

For each of our strategic business units, we describe any unusual or infrequent events or
transactions or any significant economic changes that have had or we reasonably expect will have a
material impact on the strategic business unit’s net sales and operating income, including

 - 2 -

the impact of translation, volume, price and product mix, and raw material costs, regardless of the
relative size of a particular country included within the segment.

For example, in our first quarter 2010 Form 10-Q, we disclosed that our Latin American Tire segment
sales increased $27 million for foreign currency translation, which was primarily in Brazil.
Included in this increase was the devaluation effect of the Venezuelan bolivar fuerte, which
reduced net sales by $50 million compared to the first quarter of 2009. Not disclosed due to its
immateriality was the fact that all other changes due to volume and price and product mix only
reduced net sales in Venezuela by $8 million in the first quarter of 2010 and were included in the
explanation of the change in the segment’s net sales for the first quarter of 2010 compared to the
first quarter of 2009.

Correspondingly, for operating income we disclosed Goodyear Venezuela contributed a significant
portion of Latin American Tire’s sales and operating income in 2009. The devaluation of the
Venezuelan bolivar fuerte against the U.S. dollar in January 2010 and weak economic conditions are
expected to adversely impact Latin American Tire’s current year segment operating income by $50
million to $75 million as compared to 2009. In the first quarter of 2010, the impact was a
reduction in operating income of $28 million.

With regard to our liquidity, in our 2009 Form 10-K, we disclosed that Goodyear Venezuela had $370
million in cash at December 31, 2009 before the 100% devaluation of the Venezuelan bolivar fuerte.
In our first quarter 2010 Form 10-Q, we disclosed at March 31, 2010 we had $1,774 million of cash
and cash equivalents compared to $1,922 million at December 31, 2009, and that the decrease was due
primarily to the remeasurement loss of $185 million on our cash in Venezuela.

Accordingly, we continue to believe we have provided all the material and useful information to
investors necessary to understand and analyze the financial exposure to our Latin American Tire’s
segment operating results and to the Company’s financial condition and liquidity as a result of the
Venezuelan currency restrictions.

However, to be responsive to the staff’s request, we are providing summarized financial information
for Goodyear Venezuela under separate cover.

Note 3. Other Expense, page 75

    5.

    We have read your response to comment 8 in our letter dated April 1, 2010.
Please tell us your consideration for why an impairment of the current headquarters
properties was not warranted prior to its sale in the second quarter of 2009. Refer to
ASC 360-10-35-21.

Historically, our corporate facilities did not have identifiable cash flows that were largely
independent of the cash flows of other assets and liabilities and of other asset groups.
Therefore, impairment for these facilities was at the corporate level and, at this level of
impairment testing, there were no indications that the facilities’ carrying amounts were not
recoverable.

Prior to the second quarter of 2009, due to the extraordinary conditions present in the credit
markets at the time, the significant uncertainties surrounding the ability of the prospective buyer

 - 3 -

to obtain financing, and the numerous delays encountered during the process of arriving at an
agreement with the buyer as a result of the financing environment, we could not conclude that a
sale of the facilities was probable which would require us to reclassify the facilities as held for
sale. Accordingly, the facilities were considered to be held and used, and we evaluated the
carrying amount of the facilities for recoverability consistent with our historical practice noted
above. Therefore, since there was not an indication that the carrying amount of the asset group
containing the corporate headquarters was not recoverable as discussed in ASC 360-10-35-21, we
concluded that an impairment charge could not be recognized prior to the corporate facilities
meeting the requirements to be classified as held for sale, which did not occur until the sale in
the second quarter of 2009.

We reviewed the depreciation estimates of the facilities concurrently with the impairment review.
Due to the above-mentioned uncertainties surrounding our ability to sell the facilities, it was not
possible to conclude on a revised remaining depreciable life for the facilities. Accordingly, the
remaining depreciable life of the facilities was not revised.

Exhibits 10(a), 10(b) and 10(h)

    6.

    We reissue prior comment nine. As previously requested, please file a complete
execution copy of each agreement, including all schedules and exhibits, with your next
Exchange Act report. To the extent that any schedule or exhibit contains confidential
information, you may request confidential treatment of such information in accordance
with Rule 24b-2 of the Exchange Act.

We will file a complete execution copy of each of the referenced agreements, including all
schedules and exhibits, with our Form 10-Q for the quarter ending June 30, 2010. To the extent
that any schedule or exhibit contains confidential information, we will redact that confidential
information and request confidential treatment therefor in accordance with Rule 24b-2 of the
Securities Exchange Act of 1934.

*            *            *            *

     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;

    •

    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.

 - 4 -

     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

    Chambre Malone, Staff Attorney, U.S. Securities and Exchange Commission

    Pamela Long, Assistant Director, U.S. Securities and Exchange Commission

 - 5 -

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

                April 23, 2010

By U.S. mail and facsimile to (330) 796-7506

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 for the fiscal year ended December 31, 2009
Filed February 19, 2010
  File No. 1-1927

Dear Mr. Wells:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your disclosures in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing
this information, we may or may not raise additional comments.  Form 10-K for the year ended December 31, 2009

 General

1. We note from your disclosure on page s 2, 3, 5-6, 20, 22, and elsewhere that you
continue to operate in Latin America,  the Middle East, and Africa, regions
generally understood to include Cuba , Iran, Syria, and Sudan.  As you know,
those countries are identi fied by the State Department as state sponsors of
terrorism, and are subject to U.S. economic sanctions and export controls.  Please
provide us with information regarding your contacts with Cuba, Iran, Syria, and
Sudan since your letter to the staff da ted August 24, 2006.  Your response should
describe any products, components, equipment, technology, software or services you have provided into any of those countri es, directly or indirectly, since your
letter dated August 24, 2006, and any agreem ents, commercial arrangements, or
other contacts you have had with the gove rnments of those co untries or entities
controlled by those governments since that time.
2. Please discuss the materiality of any cont acts with Cuba, Iran, Syria and Sudan
that you describe in response to th e foregoing comment, and whether those

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company
April 23, 2010 Page 2
contacts constitute a material investment  risk for your security holders.  You
should address materiality in qua ntitative terms,  including the
 approximate dollar
amounts of revenues, assets, and liabilities associated with Cuba, Iran, Syria, and
Sudan for the last three fiscal years a nd any subsequent period.  Also, address
materiality in terms of qualitative factor s that a reasonable in vestor would deem
important in making an investment deci sion, including the potential impact of
corporate activities upon a company’s re putation and share value.  As you know,
various state and municipal governments, universities, and other investors have
proposed or adopted divestment or simila r initiatives regarding investment in
companies that do business with U.S.-des ignated state sponsor s of terrorism.
Your materiality analysis should addre ss the potential impact of the investor
sentiment evidenced by such actions directed toward companies that have operations associated with Cuba, Iran, Syria, and Sudan.
 Management’s Discussion and Analysis, page 28

 Liquidity and Capital Resources, page 45

3.  We have read your response to comme nt 3 in our letter dated April 1, 2010.
Please revise future filings to address the following:
• Disclose whether you believe your goods will constitute mostly essential
or non-essential goods.  A lternatively, disclose the percentage you believe
represents essential goods and the per centage that represents non-essential
goods.  Disclose the exchange rate for both classifications.
• Disclose the gross foreign currency exchange loss attributed to the
Venezuelan operations, i.e., state the charge to be recognized in Other
Expense as well as the tax-effected amount.

4.   On page 20, you disclose that the Venezu elan currency restrictions may limit your
ability to repatriate funds from Venezuela and could materially adversely affect
your financial condition and liquidity.  It is  not clear from your response to prior
comment 6 why you believe the disclosure  of summarized financial information
for your Venezuelan operations woul d not provide material and useful
information to investors on your exposure to  these risks.  Please explain.  Also,
please tell us the amount of sales and operating income contributed by Goodyear Venezuela in 2009 and 2008 and the amount of  their total assets , liabilities and
net assets as of December 31, 2009.

Note 3. Other Expense, page 75

5.   We have read your response to co mment 8 in our letter dated April 1, 2010.
Please tell us your consideration for why an impairment of the current

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company April 23, 2010 Page 3
headquarters properties was not warranted prior to its sale  in the second quarter of
2009.  Refer to ASC 360-10-35-21.
Exhibits 10(a), 10(b) and 10(h)

6.   We reissue prior comment nine.  As pr eviously requested, please file a complete
execution copy of each agreement, including all schedules and exhibits, with your next Exchange Act report.  To the extent  that any schedule or  exhibit contains
confidential information, you may request  confidential trea tment of such
information in accordance with Rule 24b-2 of the Exchange Act.

*    *    *    *
 Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested supplem ental information.  Detailed response
letters greatly facilitate our review.  Pleas e file your response letter on EDGAR.  Please
understand that we may have additional comments after reviewing your  responses to our comments.
You may contact Jenn Do, St aff Accountant, at (202) 551-3743, or me at (202)
551-3355 if you have questions regarding comm ents on the financial statements and
related matters.  Please c ontact Chambre Malone, Staff A ttorney, at (202) 551-3262 or, in
her absence, Pamela Long, Assistant Director, at ( 202) 551-3765, with any other
questions.

         S i n c e r e l y ,              T e r e n c e  O ’ B r i e n          B r a n c h  C h i e f

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April
15, 2010

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 year ended December 31, 2009

Filed February 19, 2010

Definitive Proxy Statement on Schedule 14A filed March 8, 2010

File No. 1-1927

Dear Mr. O’Brien:

     This letter is in response to the letter, dated April 1, 2010 (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 year ended December 31, 2009

Item 1A. Risk Factors, page 13

    1.

    We note your reference in the third paragraph of the first risk factor to a
four-year master labor contract with the USW. In future filings, please file this
agreement as an exhibit to your Form 10-K. See Item 601(b)(10)(ii)(B) of Regulation
S-K.

Our collective bargaining agreements with the United Steelworkers (“USW”) and other labor unions
throughout the world are made in the ordinary course of our business. Our business is not
substantially dependent on any single collective bargaining agreement, including our master

collective bargaining agreement with the USW that is referred to in our first risk factor. As a
result, Item 601(b)(10) of Regulation S-K does not require the filing of our master collective
bargaining agreement with the USW.

Item 3. Legal Proceedings, page 22

    2.

    We note your disclosure in Note 20 to your consolidated financial statements
with respect to the asbestos litigation claims. In future filings, please provide
similar disclosure in this section with respect to the pending claims (beginning of
year), new claims filed, claims settled/dismissed, pending claims (end of year) and
payments. Alternatively, please insert a cross-reference to your disclosure in Note
20.

In future filings, we will include a cross-reference from “Item 3. Legal Proceedings — Asbestos
Litigation” to the asbestos disclosure in the footnotes to the related consolidated financial
statements.

Management’s Discussion and Analysis, page 28

Liquidity and Capital Resources, page 45

    3.

    In future filings please provide an expanded discussion of your accounting
policies and procedures related to your Venezuelan operations and price level adjusted
reporting. Identify the functional currency of your Venezuelan operations and expand
your discussion of the accounting treatment, including monetary assets, deferred tax
benefits and nonmonetary assets. Provide us with an example of intended future
disclosure.

In future filings, the following disclosure related to our Venezuelan operations will appear in our
Management’s Discussion and Analysis and our Other Expense footnote:

“Foreign currency exchange losses in the first quarter of 2010 were $       million, compared to $24
million in the same period in 2009. Losses in 2010 included a net loss of $       million resulting
from the January 8, 2010 devaluation of the Venezuelan bolivar fuerte against the U.S. dollar and
the establishment of a two-tier exchange structure for essential and non-essential goods. Foreign
currency exchange also reflected net losses resulting from the effect of exchange rate changes on
various foreign currency transactions worldwide.

Effective January 1, 2010, Venezuela’s economy was considered to be highly inflationary under U.S.
generally accepted accounting principles since it experienced a rate of general inflation in excess
of 100% over the latest three year period, based upon the blended Consumer Price Index and National
Consumer Price Index. Accordingly, the U.S. dollar was determined to be the functional currency
of our Venezuelan subsidiary. All gains and losses resulting from the remeasurement of its
financial statements are determined using official exchange rates and are reported in Other
Expense.

The $       million net loss primarily consisted of a $       million remeasurement loss on
bolivar-denominated net monetary assets and liabilities including deferred taxes at the time of the
devaluation. The loss was primarily related to cash deposits in Venezuela that were remeasured

-2-

at the official exchange rate applicable to non-essential goods, and was partially offset by $
million related to U.S. dollar-denominated payables that will be settled at the official exchange
rate applicable to essential goods. Nonmonetary assets and liabilities which consisted primarily
of inventory and property, plant and equipment were translated at historical rates.”

    4.

    Please tell us whether the parallel market is used to settle U.S.
dollar-denominated accounts payable, intercompany amounts or other balances. If so,
please consider expanded disclosure, including the potential impact of settling these
amounts at the parallel rate. Also, please tell us what consideration you have given
to using the parallel market rate for the measurement of foreign currency denominated
transactions into the functional currency.

We have not used the parallel market to settle U.S. dollar-denominated accounts payables,
intercompany amounts or other balances. Accordingly, based on our facts and circumstances, we use
official exchange rates, and not the parallel market rate, for measurement of foreign currency
denominated transactions.

    5.

    On page 43 you state, “The devaluation of the Venezuelan bolivar fuerte against
the U.S. dollar in January 2010 and weak economic conditions are expected to adversely
impact Latin American Tire’s operating results by $50 million to $75 million as
compared to 2009.” Please clarify exactly what the $50 million to $75 million
represents and discuss the underlying assumptions. Clarify whether you are referring
to the expected impact on operating income or some other measure of operating results.
Describe more fully the underlying reasons for the expected changes and their relative
importance, address the impact on sales, and clarify that this estimate is in addition
to the expected $150 million charge, net of tax, to reflect the devaluation in the
first quarter.

The $50 million to $75 million represents the expected negative impact on Latin American Tire’s
segment operating income in 2010 compared to 2009. We estimated the potential range of the impact
under various scenarios using different assumptions for foreign exchange rates, volume, price and
product mix, and raw material cost. This estimate is in addition to the expected $150 million
charge, net of tax, to be reflected in the first quarter related to the devaluation of the bolivar
fuerte.

    6.

    Given the risks presented by currency restrictions discussed on page 47, as
well as concern over whether the official rate is reflective of economic reality, it
would appear useful to an investor to provide summarized financial information for your
Venezuelan operations. Tell us your consideration of providing this disclosure in
future filings.

We manage our businesses by strategic business units that are segmented on a regional basis and not
by country. For each of our strategic business units, we describe any unusual or infrequent events
or transactions or any significant economic changes that have had or we reasonably expect will have
a material impact on the strategic business unit’s net sales and operating income, including the
impact of translation, volume, price and product mix, and raw material cost. Accordingly, to the
extent Venezuela does have a significant impact on our Latin

-3-

American Tire strategic business unit’s operating results we will identify the impact on sales and
segment operating income in Management’s Discussion and Analysis — Results of Operations —
Segment Information.

    7.

    You state on pages 49 and 85 that to the extent your eligible accounts
receivable and inventory decline, your borrowing base will decrease and the
availability under your $1.5 Billion Amended and Restated First Lien Revolving Credit
Facility may decline below $1.5 billion, and that as of December 31, 2009, your
borrowing base under this facility was $114 million below the stated amount of $1.5
billion. We note your inventory has decreased 32% from December 31, 2008, and your
accounts receivable has increased less than 1%. We also note your response dated
April 14, 2009, to our comment 6 in our letter dated March 31, 2009, that as long as
your borrowing base is greater than or equal to $1.5 billion, there would be no impact
on your borrowing capacity. Since it appears that your borrowing base is no longer
greater than or equal to $1.5 billion, please clarify for us and revise future filings
to disclose how this scenario has impacted both your borrowing capacity and your
ability to issue letters of credit, as it is not clear how much remains available for
borrowings and letters of credit under this facility.

A reduction in our borrowing base under our first lien revolving credit facility to an amount less
than $1.5 billion also reduces our availability under that facility by the same amount. Similarly,
a reduction in our borrowing base under our first lien revolving credit facility to an amount less
than $800 million would reduce our availability under our $800 million letter of credit sublimit.

In future filings, we will revise our disclosure as follows: “As of December 31, 2009, our
borrowing base, and therefore our availability, under this facility was $114 million below the
facility’s stated amount of $1.5 billion.”

Note 3. Other Expense, page 75

    8.

    Please provide us with a discussion of the sale of properties in Akron that
resulted in a net after-tax loss of $40 million. Tell us the nature, purpose and
carrying value of the properties, discuss your decision to sell the properties and
describe the materiality of the individual losses included in this amount. Since the
amount is approximately 11% of your 2009 net loss, please expand the disclosure in
future filings.

On May 29, 2009, we sold certain of our properties in Akron, Ohio that comprise our current
headquarters to Industrial Realty Group in connection with the development of a proposed new
headquarters in Akron, Ohio. The carrying value of the properties sold was $59 million and
resulted in an after-tax, non-cash charge of $43 million.

In future filings, we will expand the disclosure in our Other Expense footnote as follows:

“In the second quarter of 2009, we sold certain of our properties in Akron, Ohio that comprise our
current headquarters to Industrial Realty Group in connection with the development of a proposed
new headquarters in Akron, Ohio.”

-4-

Exhibits 10(a), 10(b), and 10(h)

    9.

    We note that you incorporate by reference to Exhibits 4.1, 4.2 and 4.3 to your
Form 10-Q for the quarter ended March 31, 2007 with regard to your filing of the
Amended and Restated First Lien Credit Agreement, Amended and Restated Second Lien
Credit Agreement and the Amended and Restated Revolving Credit Agreement, respectively.
The filed agreements do not contain the corresponding schedules and exhibits. Please
file a complete execution copy of each agreement, including all schedules and exhibits,
with your next Exchange Act report.

In our next Form 10-Q filing, we will re-file our Amended and Restated First Lien Credit
Agreement, Amended and Restated Second Lien Credit Agreement and Amended and Restated Revolving
Credit Agreement with the corresponding schedules and exhibits, except those schedules and exhibits
that are immaterial in significance. For example, our Amended and Restated First Lien Credit
Agreement contains the following schedules, among others, that are immaterial to an investor’s
understanding of the Agreement:

    •

    Schedule 2.03 — Existing Letters of Credit. The letters of credit listed on this
schedule represent those outstanding at the time of the signing of the Agreement. The
amount of letters of credit outstanding under the Agreement is updated, in the
aggregate, in the consolidated financial statements and in Management’s Discussion and
Analysis in each Form 10-Q and Form 10-K.

    •

    Schedule 3.10 — Material Intellectual Property. This schedule is a detailed
listing (approximately 25 pages) of the intellectual property pledged pursuant to the
Agreement that was provided in order to enable the lenders to properly perfect their
security interests in those assets.

    •

    Schedule 6.06 — Existing Liens. This schedule is a detailed summary (approximately
110 pages) of Uniform Commercial Code financing statements and other miscellaneous
liens on our assets, all of which are of public record in their respective jurisdiction
of filing.

    •

    Exhibit E — Forms of Opinions of Counsel. These forms were addressed solely to the
lenders under the Agreement and cannot be relied upon by our security holders or other
users of our financial statements.

We believe the approach outlined above is consistent with the requirements of Item 601(b)(10) of
Regulation S-K, long-standing practice among public companies and the protection of investors. We
will furnish supplementally a copy of any schedule or exhibit that we deem to be immaterial in
significance to the Commission upon request. To the extent that any schedule or exhibit contains
confidential information, we reserve the right to redact that confidential information and request
confidential treatment therefor.

-5-

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 16

Other Bonus Awards, page 25

    10.

    In future filings, please disclose the terms of Mr. Bialosky’s offer letter
that govern the bonus amount payable to him.

Mr. Bialosky’s offer letter provided that, for the 2009 plan year, he would receive a bonus payment
of $375,000 on March 31, 2010. Mr. Bialosky’s offer letter did not include any additional terms
with respect to the 2009 bonus payment. For 2010, Mr. Bialosky is a participant in the Company’s
Management Incentive Plan and his annual incentive award will be determined in the same manner and
using the same criteria as all other executive officers. Since the Proxy Statement has already
disclosed the terms of Mr. Bialosky’s offer letter that governed the bonus amount payable to him,
further disclosure regarding the terms of the offer letter is not necessary.

Risks Related to Compensation Policies and Practices, page 57

    11.

    We note your disclosure in response to Item 402(s) of Regulation S-K. Please
describe the process you undertook to reach the conclusion that your compensation
policies and practices are not reasonably likely to have a material adverse effect on
your business.

We reviewed our compensation policies and practices to determine if their structure or
implementation could create inappropriate risk-taking incentives or be in conflict with our risk
management practices in a manner that is reasonably likely to have a material adverse effect on our
business. In conducting that review, we considered, among other things, several of the factors set
forth in Item 402(s) of Regulation S-K and our use of multiple pay components in our compensation
program that complement one another and utilize diverse performance measures. In addition,
Frederic W. Cook & Co., Inc., our Compensation Committee’s independent com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

                April 1, 2010

By U.S. mail and facsimile to (330) 796-7506

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 for the year ended December 31, 2009
Filed February 19, 2010
  Definitive Proxy Statement on  Schedule 14A filed March 8, 2010
  File No. 1-1927

Dear Mr. Wells:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise your disclosures in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing
this information, we may or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the year ended December 31, 2009

Item 1A.  Risk Factors, page 13

1. We note your reference in the third paragraph of the first risk factor to a four-year
master labor contract with the USW.  In future filings, please file this agreement
as an exhibit to your Form 10-K.  See It em 601(b)(10)(ii)(B) of  Regulation S-K.

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company
April 1, 2010 Page 2  Item 3.  Legal Proceedings, page 22

2. We note your disclosure in Note 20 to your consolidated financial statements with
respect to the asbestos litigation claims.  In future f ilings, please provide similar
disclosure in this section with respect to  the pending claims (beginning of year),
new claims filed, claims settled/dismi ssed, pending claims (end of year) and
payments.  Alternatively, please insert a cross-reference to your disclosure in
Note 20.
 Management’s Discussion and Analysis, page 28

 Liquidity and Capital Resources, page 45

3. In future filings please provide an  expanded discussion of your accounting
policies and procedures related to your  Venezuelan operations and price level
adjusted reporting.  Identify the func tional currency of your Venezuelan
operations and expand your discussion of the accounting treatment, including monetary assets, deferred tax benefits and nonmonetary assets.  Provide us with
an example of intended future disclosure.

4. Please tell us whether the parallel market is  used to settle U.S. dollar-denominated
accounts payable, intercompany amounts or ot her balances.  If so, please consider
expanded disclosure, including the potential impact of settling these amounts at the parallel rate.  Also, please tell us wh at consideration you have given to using
the parallel market rate for the measur ement of foreign currency denominated
transactions into the functional currency.

5. On page 43 you state, “The devaluation of the Venezuelan bolivar fuerte against the U.S. dollar in January 2010 and weak economic conditions are expected to
adversely impact Latin American Tire’s  operating results by $50 million to $75
million as compared to 2009.”  Please cl arify exactly what the $50 million to $75
million represents and discuss the unde rlying assumptions.  Clarify whether you
are referring to the expected impact on operating income or some other measure
of operating results.  Describe more fully  the underlying reasons for the expected
changes and their relative importance, addre ss the impact on sales, and clarify that
this estimate is in addition to the ex pected $150 million charge, net of tax, to
reflect the devaluation in the first quarter.

6. Given the risks presented by currency restri ctions discussed on page 47, as well as
concern over whether the official rate is  reflective of econo mic reality, it would
appear useful to an investor to provide  summarized financial information for your
Venezuelan operations.  Tell us your consid eration of providing this disclosure in
future filings.

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company
April 1, 2010 Page 3
7. You state on pages 49 and 85 that to the ex tent your eligible accounts receivable
and inventory decline, your borrowing base  will decrease and the availability
under your $1.5 Billion Amended and Restated First Lien Revolving Credit Facility may decline below $1.5 billion, and that as of December 31, 2009, your
borrowing base under this facility was $114 million below the stated amount of
$1.5 billion.  We note your inventory ha s decreased 32% from December 31,
2008, and your accounts receivable has incr eased less than 1%.  We also note
your response dated April 14, 2009, to our comment 6 in our letter dated March
31, 2009, that as long as your borrowing base  is greater than  or equal to $1.5
billion, there would be no impact on your borrowing capacity.  Since it appears that your borrowing base is no longer grea ter than or equal to  $1.5 billion, please
clarify for us and revise future filings to disclose how this scenario has impacted both your borrowing capacity and your ability to  issue letters of credit, as it is not
clear how much remains available for bo rrowings and letters of credit under this
facility.
 Note 3. Other Expense, page 75

8. Please provide us with a discussion of the sa le of properties in Akron that resulted
in a net after-tax loss of $40 million.  Tell us the nature, purpose and carrying value of the properties, di scuss your decision to sell th e properties and describe
the materiality of the individual losses in cluded in this amount.  Since the amount
is approximately 11% of your 2009 net lo ss, please expand the disclosure in
future filings.
 Exhibits 10(a), 10(b), and 10(h)

9. We note that you incorporate by referen ce to Exhibits 4.1, 4.2 and 4.3 to your
Form 10-Q for the quarter ended March 31, 2007 with regard to your filing of the
Amended and Restated First Lien Credit Agreement, Amended and Restated Second Lien Credit Agreement and the Am ended and Restated Revolving Credit
Agreement, respectively.  The filed ag reements do not contain the corresponding
schedules and exhibits.  Please file a co mplete execution copy of each agreement,
including all schedules and exhibits, with your next Exchange Act report.
 Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 16
Other Bonus Awards, page 25

10. In future filings, please disclose the te rms of Mr. Bialosky’s offer letter that
govern the bonus amount payable to him.

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company
April 1, 2010 Page 4  Risks Related to Compensation Po licies and Practices, page 57

11. We note your disclosure in response to Item 402(s) of Regulation S-K.  Please
describe the process you undertook to  reach the conclusion that your
compensation policies and practices are not reasonably likely to have a material
adverse effect on your business.

*    *    *    *

Please respond to these comments by providing the supplemental information
requested within ten business days or tell us when you will provide us with a response.  Please provide us with a supplemental res ponse that addresses each of our comments.
Please file your supplemental response on EDGAR as a correspondence file.  We may
raise additional comments after we review your responses.
 To expedite our review, you may wish to provide complete packages to each of
the persons named below.  Each package s hould include a copy of your response letter
and any supplemental information.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they provided all
information investors require.  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 connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in their filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company April 1, 2010 Page 5
You may contact Jenn Do, St aff Accountant, at (202) 551-3743, or me at (202)
551-3355 if you have questions regarding comm ents on the financial statements and
related matters.  Please c ontact Chambre Malone, Staff A ttorney, at (202) 551-3262 or, in
her absence, Pamela Long, Assistant Director, at ( 202) 551-3765, with any other
questions.

        S i n c e r e l y ,             T e r e n c e  O ’ B r i e n          B r a n c h  C h i e f

CORRESP
1
filename1.htm

corresp

[Letterhead of The Goodyear Tire & Rubber Company]

March 1, 2010

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 4631

Washington, D.C. 20549

Attention: Pamela A. Long

    Re:

    The Goodyear Tire & Rubber
Company

Registration Statement on Form S-4

File No. 333-164632

Dear Ms. Long:

     We hereby request that the above-referenced Registration Statement be declared effective by
the Commission on March 2, 2010 at 5:00 p.m. (local time) or as soon as practical thereafter.

     Through this letter, we hereby acknowledge that:

    •

    should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •

    the company may not assert the declaration of effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

     Should you have any questions regarding the foregoing, please call the undersigned at (330)
796-2408 or Daniel Young at (330) 796-4141.

    Very truly yours,

    By:

    /s/ David L. Bialosky

    David L. Bialosky

    Senior Vice President, General Counsel and Secretary

CORRESP
1
filename1.htm

corresp

February
19, 2010

VIA EDGAR AND FEDERAL EXPRESS

Pamela A. Long, Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E., Mail Stop 4631

Washington, D.C. 20549

    Re:

    The Goodyear Tire & Rubber Company

Registration Statement on Form S-4

Filed February 2, 2010

File Number 333-164632

Dear Ms. Long:

     On behalf of The Goodyear Tire & Rubber Company (the “Company”), we are responding to the
letter, dated February 12, 2010 (the “Comment Letter”), from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”), to Mr. David L. Bialosky, Esq., Senior Vice
President, General Counsel and Secretary of the Company with respect to the above-referenced
registration statement filing.

     For the convenience of the Commission staff, we have repeated each of your questions in
italics before our response. Each numbered paragraph corresponds to the same numbered paragraph in
the Comment Letter. References to the “Registration Statement” refer to the Company’s
pre-effective Amendment No. 1 to its Registration Statement on Form S-4 (File No. 333-164632),
which is being filed with the Commission today. We are delivering
three (3) courtesy copies of Amendment No. 1 to Chambre
Malone of your office.

Exhibit 5.1

    1.

    We note the assumptions provided in the second paragraph that relate to the due organization,
valid existence and good standing of the company and certain
guarantors. Please have counsel revise its legality opinion to delete these assumptions are they
are readily ascertainable facts.

U.S. Securities and Exchange Commission

February 19, 2010

Page 2

    In response to the Staff’s comment, we have expanded our legal opinion filed as Exhibit 5.1
to the Registration Statement to cover California law and to remove the assumptions
described above to the extent they relate to the guarantor incorporated in the State of
California. Our legal opinion does not make the assumptions described above with respect
to the guarantors incorporated in the State of Delaware. We have retained the assumptions
with respect to the Company, which is an Ohio corporation, and the guarantors incorporated
or formed in the State of Ohio, the State of Arizona or the province of Ontario, Canada.
The Company has separately filed opinions that address the assumed matters under the laws
of those jurisdictions. In particular, with respect to the Company and the guarantor
incorporated or formed in Ohio, the Company has filed an opinion of David L. Bialosky,
Esq., Senior Vice President, General Counsel and Secretary of the Company, as Exhibit 5.2
to the Registration Statement. With respect to the guarantors formed in Arizona, the
Company has filed an opinion of Squire, Sanders & Dempsey L.L.P. as Exhibit 5.4 to the
Registration Statement. With respect to the guarantor incorporated in Ontario, Canada, the
Company has filed an opinion of Fasken Martineau DuMoulin LLP as Exhibit 5.3 to the
Registration Statement.

    2.

    Please delete the assumptions that the Company and the Guarantors each have all requisite
power and authority to execute, deliver and perform the Supplemental Indenture, the Exchange
Notes and the Guarantees, as applicable. Please also remove the assumptions that the Company
has duly authorized, executed and delivered the Base Indenture, and that each of the Company
and the Guarantors other than the Delaware Companies has duly authorized the Supplemental
Indenture and the Exchange Notes or Guarantees, as applicable. The assumptions are
inappropriate because they directly underlie counsel’s opinion regarding the exchange notes
and guarantees constituting valid and binding obligations of the company and guarantors.
Please also note all securities, including those issued by non-Delaware entities, must be
covered by a clean opinion. Please advise us if you plan to file additional opinions from
local counsel covering the non-Delaware entities.

    In response to the Staff’s comment, as noted above, we have expanded the legal opinion
filed as Exhibit 5.1 to the Registration Statement to cover California law. The
assumptions described above have been removed to the extent they relate to the guarantor
incorporated in the State of California. Our legal opinion does not make the assumptions
described above with respect to the guarantors incorporated
in the State of Delaware. We have retained the assumptions with respect to the Company,
which is an Ohio corporation, and the guarantors incorporated or formed in the State of
Ohio, the State of Arizona or the province of Ontario, Canada. The opinions filed as
Exhibits 5.2, 5.3 and 5.4 to the Registration

U.S. Securities and Exchange Commission

February 19, 2010

Page 3

    Statement, which are described in
response to comment 1, address the assumed matters under the laws of those jurisdictions.

    3.

    Please have counsel delete the second paragraph on page 2 of the legality opinion. The
subject paragraph introduces a limitation that impacts counsel’s opinion with respect to the
ability of the guarantees and exchange notes to constitute valid and binding obligations of
the company and the guarantors. In addition, we note that you have already included a
limitation for the application of fraudulent transfer laws, so this carve-out from the opinion
appears to be unnecessary.

    In response to the Staff’s comment, we have revised our legal opinion to remove the
referenced paragraph.

    4.

    Please tell us supplementally whether counsel believes the specific provisions of the
Indenture as to which it expresses no opinion are already covered by the limitations as to
bankruptcy, public policy and equitable principles. Note that we do not object to those
limitations. If the enforceability of those provisions is already covered by these
limitations, please tell us why counsel has specifically carved out those provisions, or
revise the opinion to remove the carve-outs. If the enforceability of the provisions is not
covered by these standard limitations, please explain why the carve-out is necessary and note
that we may have additional comments.

    In response to the Staff’s comment, we have revised our legal opinion to remove the referenced qualifications, other than the qualification with respect
to waivers of defenses. We have made it clear that the qualification only relates to waivers of defenses to the extent that
such defenses cannot, as a matter of law, be effectively waived and
so is not intended to be duplicative of the limitations relating to
bankruptcy, public policy and equitable principles. This qualification, which we think is common in New York law opinion practice, is appropriate because the supplemental indenture pursuant to which the notes
and guarantees will be issued contains broad waivers of defenses by the guarantors. It’s customary to include such broad waivers of defenses
in guarantees but there is a question as to whether they are, in all cases, enforceable under New York law. We have included the qualification for that reason.

U.S. Securities and Exchange Commission

February 19, 2010

Page 4

* * * *

     If you have any further questions or comments, or if you require additional information,
please do not hesitate to contact the undersigned by telephone at (212) 841-1034 or by facsimile at
(212) 841-1010. Thank you for your assistance.

     Sincerely,

/s/Carey S. Roberts

Carey S. Roberts

    cc:

    Chambre Malone, Staff Attorney

David L. Bialosky, Esq., The Goodyear Tire & Rubber Company

Stephen L. Burns, Esq., Cravath, Swaine & Moore LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
          February 12, 2010
Via U.S. Mail

David L. Bialosky, Esq. Senior Vice President, Gene ral Counsel and Secretary
The Goodyear Tire & Rubber Company  1144 East Market Street  Akron, Ohio 44316-0001
Re: The Goodyear Tire & Rubber Company
  Registration Statement on Form S-4
Filed February 2, 2010
  File No.  333-164632
Dear Mr. Bialosky:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unn ecessary.  Please be as detailed as necessary
in your explanation.  In some of our comm ents, we may ask you to provide us with
information so we may better understand your disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our revi ew process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We
welcome any questions you may have about ou r comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Exhibit 5.1

1. We note the assumptions provided in the s econd paragraph that relate to the due
organization, valid existence and good standing of the company and certain

David L. Bialosky, Esq.
The Goodyear Tire & Rubber Company
February 12, 2010  Page 2

guarantors.  Please have c ounsel revise its legality  opinion to delete these
assumptions as they are read ily ascertainable facts.

2. Please delete the assumptions that the Co mpany and the Guarantors each have all
requisite power and authority to execut e, deliver and perform the Supplemental
Indenture, the Exchange Notes and the Guarantees, as applicable
.  Please also
remove the assumptions that the Comp any has duly authorized, executed and
delivered the Base Indenture, and that each of the Company and the Guarantors
other than the Delaware Companies has duly authorized the Supplemental
Indenture and the Exchange Notes or Guarantees, as applicable .  The assumptions
are inappropriate because they directly underlie counsel’s opinion regarding the
exchange notes and guarantees constituti ng valid and binding obligations of the
company and guarantors.  Please also note all securities, incl uding those issued by
non-Delaware entities, must be covered by a clean opinion.  Please advise us if
you plan to file additional opinions from  local counsel covering the non-Delaware
entities.
 3. Please have counsel delete the second para graph on page 2 of the legality opinion.
The subject paragraph introduces a limitation that impacts counsel’s opinion with respect to the ability of the guarantees a nd exchange notes to constitute valid and
binding obligations of the company and the guarantors.  In addition, we note that
you have already included a limitation for the application of fraudulent transfer
laws, so this carve-out from the opinion appears to be unnecessary.
 4. Please tell us supplementally whether counsel  believes the specific provisions of
the Indenture as to which it expresse s no opinion are already covered by the
limitations as to bankruptcy, public policy a nd equitable principles.  Note that we
do not object to those limitations.  If the enforceability of those provisions is
already covered by these limita tions, please tell us why counsel has specifically
carved out those provisions, or revise the opinion to remove the carve-outs.  If the enforceability of the provisions is not covered by these standard limitations,
please explain why the carve-out is n ecessary and note that we may have
additional comments.

*    *    *    *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

David L. Bialosky, Esq.
The Goodyear Tire & Rubber Company
February 12, 2010  Page 3

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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
 ‚ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

‚ the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and
 ‚ the company may not assert the declarati on of effectiveness as a defense in any
proceeding initiated by the Commission or  any person under the federal securities
laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

David L. Bialosky, Esq.
The Goodyear Tire & Rubber Company  February 12, 2010  Page 4

 If you have any questions, please call Ch ambre Malone, Staff Attorney at (202)
551-3262 or, in her absence, myself at (202) 551-3760.

Sincerely,
          Pamela Long        A s s i s t a n t  D i r e c t o r    cc: Carey S. Roberts, Esq. (via facsim ile at (646) 441-9034 and (212) 841-1010)
 Covington & Burling LLP  The New York Times Building   620 Eighth Avenue   New York, NY 10018

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

May 5, 2009

By U.S. mail and facsimile to (330) 796-7506

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 for the fiscal year ended December 31, 2008
  Filed February 18, 2009
  Form 10-Q for the peri od ended March 31, 2009
   File No. 1-01927

Dear Mr. Wells:  We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
Sincerely,

Terence O’Brien Branch Chief

CORRESP
1
filename1.htm

CORRESPONDENCE

           May 4, 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

Form 10-Q for the period ended March 31, 2009

File No. 1-01927

Dear Mr. O’Brien:

     This letter is in response to the letter, dated May 1, 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-Q for the period ended March 31, 2009

Management’s Discussion and Analysis, page 25

    1.

    We have read your response to prior comment 4 and the disclosure in your
March 31, 2009, Form 10-Q. Please clarify how you considered the guidance in paragraph
28 of SFAS 142 in deciding not to perform an interim impairment test of goodwill for
EMEA and Asia Pacific Tire as of December 31, 2008, and March 31, 2009. Please clarify
how your analysis of the significance of the difference between fair value over
carrying value as of July 31, 2008, resulted in your conclusion for both reporting
units at December 31, 2008. As of March 31, 2009, clarify how you determined the

    significant adverse change in the business climate and changes in segment performance
for EMEA and Asia Pacific Tire did not meet the criteria in paragraph 28.

Our July 31, 2008 goodwill impairment analysis indicated that the fair value would have had to
decline in excess of 30% for EMEA and in excess of 50% for Asia Pacific Tire to reduce the fair
value of the reporting unit below its carrying amount. Considering this, we then evaluated the
decreases in segment operating income for EMEA and Asia Pacific Tire and reached the following
conclusions:

For EMEA
at December 31, 2008, we considered the impact of the actual
segment operating income
in the fourth quarter on the fair value assumptions utilized in the July 31, 2008 impairment
analysis. While segment operating income declined in the fourth quarter, the impact was substantially
less than what would be necessary to reduce the fair value below the carrying amount of EMEA
considering the 30% threshold identified above. At March 31, 2009, we considered the actual
results of 2008 and the first quarter of 2009 as well as our forecast of segment operating income
for the remainder of 2009 and determined the impact remained less than the 30% threshold identified
above.

For Asia Pacific Tire, we performed the same analysis as that described for EMEA at December 31,
2008 and March 31, 2009 and concluded that the impact was substantially less than the 50% threshold
identified above for both periods.

Based on our considerations as noted above, we concluded that we did not have a triggering event to
test goodwill for impairment as outlined in paragraph 28 of SFAS 142. Furthermore, while there has
been a change in the business climate for EMEA and Asia Pacific Tire, we included our view of the
business climate in our full year 2009 forecast and have concluded that the change would not have a
significant adverse impact on the fair value of these strategic
business units and that it is not
more likely than not that their fair values would be less than their carrying amounts at March 31,
2009.

*      *      *      *

     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;

    •

    staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; 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
filings or in response to the staff’s comments on the Company’s filings.

     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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

May 1, 2009

By U.S. mail and facsimile to (330) 796-7506

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 for the fiscal year ended December 31, 2008
  Filed February 18, 2009
  Form 10-Q for the peri od ended March 31, 2009
   File No. 1-01927
Dear Mr. Wells:

We have reviewed your response letter dated April 24, 2009 and have the
following additional comment.  If you disagree , we will consider your explanation as to
why our comment is inapplicable.  We ma y ask you to provide us with supplemental
information so we may better understand your  disclosure.  After reviewing this
information, we may or may not raise additional comments.    Form 10-Q for the period ended March 31, 2009

 Management’s Discussion and Analysis, page 25

1.   We have read your response to prior comment 4 and the disclosure in your March
31, 2009, Form 10-Q.  Please clarify how  you considered the guidance in
paragraph 28 of SFAS 142 in deciding not to perform an interim impairment test
of goodwill for EMEA and Asia Pacific Tire as of December 31, 2008, and March 31, 2009.  Please clarify how your analysis of the significance of the difference
between fair value over ca rrying value as of July  31, 2008, resulted in your
conclusion for both reporting units at  December 31, 2008.  As of March 31, 2009,
clarify how you determined the significant adverse change in the business climate
and changes in segment performance for EMEA and Asia Pacific Tire did not
meet the criteria in paragraph 28.

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company May 1, 2009 Page 2
*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters  greatly facilitate our  review.  Please file your response letter on
EDGAR.  Please understand that we may have additional comments after reviewing your
responses to our comments.
You may contact Jenn Do at  (202) 551-3743, or me at  (202) 551-3355 if you have
questions regarding these comments.

         S i n c e r e l y ,             T e r e n c e  O ’ B r i e n          B r a n c h  C h i e f

CORRESP
1
filename1.htm

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

1

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

2

    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):

3

“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;

4

    •

    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

5

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.

1-1

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

April 21, 2009

By U.S. mail and facsimile to (330) 796-7506

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 for the fiscal year ended December 31, 2008
  Filed February 18, 2009
  File No. 1-01927

Dear Mr. Wells:
We have reviewed your response lett er dated April 14, 2009, and have the
following additional comments.  If you disagree , we will consider your explanation as to
why our comment is inapplicable.  In some of our comments, we may ask you to provide
us with supplemental information so we ma y better understand your disclosure.  After
reviewing this information, we may or may not raise additional comments.
 Form 10-K for the 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 refl ecting 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.

2.   Please tell us how you are going to repor t the reclassification in your consolidated
statements of shareholders’ equity as di scussed 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.

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company April 21, 2009 Page 2   Critical Accounting Policies, page 38

3.   We have read your response to co mment 2 in our letter dated March 31, 2009.
You state that in future filings you w ill provide additional disclosure if the
carrying value of a strate gic business unit does not si gnificantly differ from its
estimated fair value.  In such situatio ns, please disclose such headroom for the
affected business unit(s), and indicate wh ether this difference has been declining
for the periods presented.

4.   We have read your response to co mment 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 expe rience a triggering event to test their goodwill for
impairment.  We assume said approa ch 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 para graph 28 of SFAS 142, and revise your
proposed disclosure accordingly.  If the firs t step of the impairment test was not
performed, please describe to us in detail the approach you used to determine that
the other units did not ex perience a triggering event.  We may have further
comment.
 Liquidity and Capital Resources, page 47

5.   We have read your response to co mment 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 inventor y turnover ratios to mana ge your inventory.  Please
tell us how then you have managed y our inventory in each of the periods
presented.

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 th e Covenant EBITDA to Conso lidated Interest Expense
ratio, as mentioned on page 50 of your filing, including your calculation of this
ratio for each of the last quarters, as previ ously requested, if this  ratio continues to
constitute a critical financial covenant.

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company April 21, 2009 Page 3
*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters  greatly facilitate our  review.  Please file your response letter on
EDGAR.  Please understand that we may have additional comments after reviewing your
responses to our comments.
You may contact Jenn Do at  (202) 551-3743, or me at  (202) 551-3355 if you have
questions regarding these comments.

         S i n c e r e l y ,             T e r e n c e  O ’ B r i e n          B r a n c h  C h i e f

CORRESP
1
filename1.htm

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

2

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.

3

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

4

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

March 31, 2009

By U.S. mail and facsimile to (330) 796-7506

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 for the fiscal year ended December 31, 2008
  Filed February 18, 2009
  File No. 1-01927

Dear Mr. Wells:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your disc losures in future filings in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing
this information, we may or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the year ended December 31, 2008

Management’s Discussion and Analysis, page 27
 Critical Accounting Policies, page 38

1. We note your discussion of the recovera bility 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:

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company March 31, 2009 Page 2
• the nature of the historic al 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 adjustment s 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.

2. In future filings, please expand the disc ussion 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 signifi cant 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 valu e, state the carry ing value of the
reporting unit and the fair va lue of the reporting unit.
• Provide information as to known tre nds, 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 a nd variability of your fina ncial position and operating
results.  Refer to Release No. 33- 8350, “Interpretation: Commission Guidance
Regarding Management's Discussion a nd Analysis of Financial Condition and
Results of Operations.”

3.   You state there were no ev ents or circumstances that i ndicated the impairment test
should be re-performed for goodwill for segm ents 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 th e largest declines occurring
in the last quarter of 2008.  EMEA and As ia 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

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company March 31, 2009 Page 3
Tire has, if at all, impacted your goo dwill impairment analysis for this now-
consolidated EMEA segment.
 Liquidity and Capital Resources, page 47

4.   We note your statement on page 47 th at you believe your liquidity position is
adequate to fund your operating and invest ing needs and debt maturities in 2009
and to provide you with flex ibility to respond to furthe r changes in the business
environment.  In future filings, please si gnificantly expand this section to include
a discussion of all of the underlying factor s on which such statement is based.  For
example, at a minimum, you should descri be, quantify and comp are all sources of
liquidity and cash requirements expected  during 2009, so that readers can better
understand the adequacy of your liquidity.  Provide an outlook for each operating segment and the company as a whole that  details what customer orders, demand,
production, industry trends, etc ., are expected to be over the next twelve months,
when considering the curren t activity of the markets a nd industries you serve.  We
note the various risk factors related to th e global market decline.  However, these
risk factors and your liquidity sectio n in general do not provide specific
information as to how the recent decline has impacted your business, nor does it provide insight as to management’s actio ns in response to the current adverse
environment.

5.   We note your statement on page 8 that your backlog of orders  is not considered
material to, or a signific ant factor in, evaluating and understanding any of your
business segments or your businesses consid ered as a whole.  Given the current
environment, and the overall challengi ng results of the fourth quarter of 2008,
please tell us why you believe this is so.

6.   You disclose on page 49 and elsewhere that availability under the $1.5 billion
amended and restated first lien revolving credit facility is subject to a borrowing
base, which is based on eligib le accounts receivable and inventory.  To the extent
that eligible accounts receivable and i nventory decline, the borrowing base will
decrease and the availabili ty under the facility may decrease below $1.5 billion. In
addition, if at any time the amount of out standing borrowings and letters of credit
under the facility exceeds the borrowi ng base, you are required to prepay
borrowings and/or cash collateralize letters of credit sufficient to eliminate the excess.  We note accounts receivab le has gone down $556 million during 2008,
and that you plan on reducing inventory levels by over $500 million in 2009 as disclosed on page 27.  Given the foregoing, pl ease tell us and disclose in future
filings the calculation of your borrowi ng base based on the eligible accounts
receivable and inventory, and disclose th e thresholds at whic h availability would
be decreased or prepayment/cas h collateralization would occur.

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company March 31, 2009 Page 4
7.   We note inventories, which accounts fo r 24% of your total assets at December 31,
2008, has increased 14% during 2008, and ther e does not appear to be a reserve
thereon.  As mentioned in the above comment, you plan on reducing inventory
levels by over $500 million in 2009.  Given the significant impact that inventory
has on your liquidity, please revise your MD&A and liquidity section to disclose
your inventory turnover ratios and explain any variances, and to discuss how and
when the inventory reduction plan is to be executed.

8.   We note your statement on page 50 that you are in compliance with the material
covenants imposed by your principal cr edit facilities as of December 31, 2008.
You go on to describe two ratios, Covenant EBITDA to Consolidated Interest Expense and GDTE consolidated net i ndebtedness to GDTE consolidated
EBITDA.  Given the substa ntial amount of debt you have, please address the
following comments in future filings:
• Clarify whether these two ratios are th e only critical covenants related to
all of your credit facilities.  If not, please disclose those additional
covenants and the requirements for each.
• Disclose your actual current compliance with each critical covenant.  For
example, you state that Covenant EBITDA to Consolidated Interest
Expense may not be less than 2.0 to 1.0 for any period of four consecutive
fiscal quarters.  However, you should al so disclose your calculation of this
ratio for each of the last four quarters.
• Disclose any known future changes to  each critical covenant, and state
whether you expect to be in compliance when such changes come into effect.
Provide us with an example of the disclo sure you expect to include in future
filings.

*    *    *    *

Please respond to these comments by providing the supplemental information
requested within ten business days or tell us when you will provide us with a response.  Please provide us with a supplemental res ponse that addresses each of our comments.
Please file your supplemental response on EDGAR as a correspondence file.  We may
raise additional comments after we review your responses.
 To expedite our review, you may wish to provide complete packages to each of
the persons named below.  Each package s hould include a copy of your response letter
and any supplemental information.

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company March 31, 2009 Page 5
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the st aff to be certain that they provided all
information investors require.  Since the co mpany 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 connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
their filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Jenn Do, St aff Accountant, at (202) 551-3743, or me at (202)
551-3355 if you have questions regarding comm ents on the financial statements and
related matters.
        S i n c e r e l y ,
          T e r e n c e  O ’ B r i e n          B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 7010              December 29, 2008

By U.S. Mail and Facsimile

C. Thomas Harvie Senior Vice President, Gene ral Counsel and Secretary
The Goodyear Tire & Rubber Company 1144 East Market Street Akron, Ohio 44316-0001

Re: The Goodyear Tire & Rubber Company
 Form 10-K for Fiscal Year Ended
December 31, 2007
 Proxy Statement on Schedule 14A  Filed on March 7, 2008   File No. 1-01927

Dear Mr. Harvie:   We have completed our review of your  Form 10-K for the fiscal year ended
December 31, 2007 and Proxy Statement on Schedule 14A filed March 7, 2008 and have no further comments at this time.           S i n c e r e l y ,            Pamela Long
Assistant Director
 cc:  D.T. Young, Esq. ( via facsimile 330/ 796-8836)
      Law Department       The Goodyear Tire & Rubber Company

CORRESP
1
filename1.htm

FORM CORRESP

[GOODYEAR LETTERHEAD]

December 22, 2008

VIA EDGAR and FACSIMILE (202) 772-9368

Ms. Pamela Long

Assistant Director

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549-0510

    Re:

    The Goodyear Tire & Rubber Company

    Form 10-K for Fiscal Year Ended December 31, 2007

    Proxy Statement on Schedule 14A, filed on March 7, 2008

    File No. 1-01927

Dear Ms. Long:

          This letter is in response to the letter, dated November 26, 2008 (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. C. Thomas Harvie, Senior Vice President, General Counsel and
Secretary of The Goodyear Tire & Rubber Company (“Goodyear,” the “Company” and “we,” “us” or
“our”), with respect to the above-referenced filings. Reference is also made to your letter, dated
September 29, 2008, and our response letter, dated November 10, 2008.

          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.

Proxy Statement on Schedule 14A, filed on March 7, 2008

    1.

    We note your responses to prior comments 2 and 3 of our September 29, 2008 letter.
However, the causal connection between the disclosure of your performance targets and any
competitive harm is not clear. Please describe with greater specificity how the disclosure
of performance targets would allow your competitors to reach reasonable estimates regarding
the underlying components of your financial performance targets in future periods and harm
you competitively. Refer to Instruction 4 of Item 402(b) of Regulation S-K. Please refer
to prior comments 2 and 3 for additional guidance, as appropriate.

          As noted in our prior response, new tires are sold under highly competitive conditions
throughout the world. We operate in a very competitive market which is driven by a number of
large, sophisticated multinational tire companies, including Goodyear and our two primary
competitors, Bridgestone (based in Japan) and Michelin (based in France). Our foreign-based
competitors are not required to disclose publicly forward-looking financial targets or performance
criteria. As a result of the highly competitive nature of the global tire industry, we do not
provide quarterly or annual earnings or cash flow guidance, nor do we disclose publicly our annual
or multi-year operating plans. We consider our strategic plans, such as our three-year operating
plan, as well as the business model that drives those plans, to be highly confidential. The
three-year performance targets for awards of cash-based units under our Executive Performance Plan
(“EPP”) and performance shares under our equity compensation plans are linked to our proprietary
three-year operating plan, which is reviewed and approved by our Board of Directors. These
performance targets represent the Board of Directors’ and the Compensation Committee’s expectations
regarding our financial performance over the respective three-year business cycle if our strategic
plans are executed successfully.

          The disclosure of our three-year cumulative net income and cumulative cash flow, net of debt,
performance targets would provide our competitors with an unwarranted opportunity to gain insight
into our proprietary business strategies. The following example depicts, in just a few respects,
how a competitor could use the disclosure of our performance targets to cause us substantial
competitive harm.

          Assume that we disclose a cumulative net income target of $930 million for the 2009-2011
performance period under our long-term incentive compensation plans in our proxy statement and
report 2008 net income of $275 million and cumulative net income for the 2006-2008 period of $780
million in our annual report (which is typically filed just a few weeks before our proxy
statement). Our competitors would be able to estimate from this target our expectations of a
projected constant annual growth rate of 6%. Obtaining this information along with their in-depth
knowledge of the markets we serve and our disclosures of forward-looking industry sales volume
expectations for the next twelve months, our competitors could discern changes to our pricing and
product mix strategy as well as form views of our non-organic growth plans. This directional
information on implied non-organic growth from earnings information coupled with the disclosure of
our cumulative cash flow, net of debt, target for the same three-year period, as well as existing
forward-looking disclosures of our capital investment plans by market, would allow our competitors
to readily determine whether we have planned any significant new capital investments (such as
greenfield manufacturing projects or competitive acquisitions) and put us at a significant
competitive disadvantage. To illustrate, assume that we disclose a cumulative cash flow, net of
debt, target of negative $500 million for the 2009-2011
performance period. The disclosure of this target, along with the disclosure of a positive
cumulative net income target (i.e., $930 million), as mentioned above, announced annual capital
investments of $1.0 billion for 2009 and $1.0 to $1.3 billion per year over the 2010-2011 period,
and simple estimation of future depreciation and amortization expense from publicly reported
historical results, would allow our competitors to readily determine the existence of other
strategic investments plans beyond those already disclosed. Similarly, since there are several
global markets, primarily outside North America and Western Europe, that we and our primary
competitors have identified as having potential for growth, the disclosure of this information
would permit our competitors to determine our plans for certain of those markets.

2

     Our competitors’ estimates could be refined over time as our actual results of operations are
made public in our quarterly and annual filings with the Commission and as subsequent three-year
performance targets are disclosed. Having developed a deeper understanding of our business model
and strategic plans, our competitors could then take targeted actions to counter our initiatives.

     These targeted actions could take several forms, including the following:

    •

    Our competitors could make targeted capital expenditures, or reduce their own
capital expenditures, in regions where they anticipate that we will or will not make
such expenditures. The disclosure of our specific performance criteria could indicate
whether or not we expect to make any investments and could prompt our competitors to
take countervailing actions.

    •

    Our competitors may be able to determine implied price and product mix effects in
earnings and cash flows, and take pricing actions and/or make increased marketing
expenditures to counteract our pricing strategies and harm our competitive position.

    •

    Our competitors could determine our need to access the global capital markets, and
may adjust their capital markets plans accordingly.

    •

    Our competitors could adopt strategic plans similar to our proprietary strategic
plans, such as our cost savings or financing plans, which would eliminate the
competitive advantage that we would achieve by implementing such plans well in advance
of our competitors.

    •

    Companies who compete with us for executive talent, including our competitors, would
be able to monitor our actual performance against our publicly disclosed performance
criteria and the related impact on future executive compensation. Accordingly, they
may be able to develop more attractive compensation packages in the event they seek to
hire any of our executive officers or key employees. Specifically, in years when
financial performance was falling short of target, they could determine that executive
performance-based compensation would be significantly reduced, or even zero, in those
years. As described in our proxy statements, for the last few years at Goodyear
performance-based compensation is especially critical since base salaries are set below
median under the provisions of
our collective bargaining agreement. Furthermore, our competitors would be able to
identify and specifically target key employees who are responsible for developing
and driving important strategic initiatives.

     Finally, specific disclosure of projected earnings and cash flows may put us at a competitive
disadvantage in negotiating agreements with customers and vendors as they evaluate our projected
financial performance in relation to their own projected performance and selectively use this
information to our detriment. As you know, the automotive industry is under severe pressure and
certain of our customers and vendors are currently facing possible failure.

3

          As discussed in our response letter, dated November 10, 2008, and in our response to comment 2
below, the nondisclosure of specific performance targets for the related three-year performance
period will not result in Goodyear failing to provide material information to investors regarding
its executive compensation practices. We strongly believe that we have included all material
information regarding our compensation practices in our proxy statement, and do not believe that
the disclosure of our specific performance targets will provide any additional material information
to our investors. In fact, the disclosure of those specific performance targets would be
detrimental to our investors since that disclosure would result in significant competitive harm to
Goodyear as described above. We will continue our current practice of disclosing, in connection
with pay-outs of awards for completed performance periods, the performance targets, the level of
achievement with respect to the performance targets and the resulting pay-outs. We believe that
our current approach provides our shareholders with all the material information necessary to
understand how executive compensation related to actual performance while avoiding the competitive
harm that would result to Goodyear and our shareholders from the disclosure of our specific
prospective performance criteria.

          We should not be required to disclose our prospective performance criteria since those
criteria are not material to the establishment of the target awards of EPP units and performance
shares and furthermore, as permitted by Instruction 4 to Item 402(b) of Regulation S-K, the
disclosure of those criteria would reveal confidential commercial and financial information, the
disclosure of which would result in competitive harm to Goodyear.

    2.

    We note your statement that the performance targets are not material in determining the
target awards granted to a named executive officer. However, please reconcile this with
the disclosure in the compensation discussion and analysis on page 19 which indicates that
your long term compensation in the form of performance shares and cash awards are tied to
the achievement of specific financial objectives during a three year performance period.

          In considering the materiality of the specific performance targets to the grant of cash-based
awards under the EPP and performance shares under our equity compensation plans, it’s important to
distinguish between the initial grant of an award and the ultimate pay-out of that award.

          The Compensation Committee makes grants under the EPP and our equity compensation plans with
the objective of providing a target primary compensation opportunity equal to median market rates,
with long-term performance-based compensation generally designed to represent
approximately 60% of the primary compensation of named executive officers, assuming target
performance levels. As noted in our proxy statement on page 26, the amount and terms of grants to
named executive officers under the EPP and our equity compensation plans are based on criteria
established by the Compensation Committee and typically include responsibility level, base salary
level, current common stock market price, officer performance, the officer’s contribution to recent
Goodyear performance, and, with respect to our equity compensation plans, the number of shares
available under the plan. The Compensation Committee also considers the CEO’s recommendations in
making awards. The specific performance criteria are not considered at all in determining the
amount of the target awards granted to a named executive officer.

4

          The specific performance criteria only affect the ultimate pay-out of the award, which
may range from zero to 200% of the target award. In connection with pay-outs of awards for
completed performance periods, we do disclose the specific performance targets, the level of
achievement with respect to the performance targets and the resulting pay-outs. In that regard,
and in that regard only, the value of awards of EPP units and performance shares is tied to the
achievement of specific financial objectives.

          Our disclosure on page 19 is consistent with the totality of the other disclosures in our
proxy statement and our response provided above, however, in future filings, we will revise our
disclosures to more clearly describe the nature of the connection between the target awards, the
pay-out of those awards and the specific performance criteria.

    3.

    You state that the number of target EPP units and performance shares granted annually
to each named executive officer is based on a number of considerations. Supplementally,
explain how each of these subjective factors is weighted in the Committee’s determination
of the amount of target awards granted to each of the named executive officers.

          The Compensation Committee targets the level of performance-based and equity compensation,
including grants of EPP units and performance shares, at the median market rate or somewhat above
that rate. Long-term performance-based compensation is generally designed to represent
approximately 60% of primary compensation for our named executive officers, assuming target
performance levels. In order to guide its decision-making process, the Compensation Committee
establishes criteria concerning the amount and terms of grants of target EPP units and performance
shares to our named executive officers, which typically includes responsibility level, base salary
level, current common stock market price, officer performance, the officer’s contribution to recent
Goodyear performance, and, with respect to our equity compensation plans, the number of shares
available under the plan. The Compensation Committee also considers the CEO’s recommendations in
making awards to the other named executive officers. When making his recommendations as to target
awards, the CEO takes into consideration certain subjective factors, including the CEO’s evaluation
of the performance of each other named executive officer, retention considerations and general
economic and competitive conditions, and, with respect to performance shares, share availability
under our equity compensation plans. The CEO and the Compensation Committee do not assign any
specific weight or establish any formula or other quantitative link in assessing how these
subjective factors impact the compensation for a named executive officer since these subjective
factors cannot be quantified, and no single factor is considered more important than any other
factor. These subjective factors are used as a reference point by the CEO in recommending, and by
the Compensation Committee in determining, target awards of EPP units and perform

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
    November 26, 2008

By U.S. Mail and facsimile to (330) 796-7861

C. Thomas Harvie Senior Vice President, Gene ral Counsel and Secretary
The Goodyear Tire & Rubber Company 1144 East Market Street Akron, Ohio 44316-0001
Re: The Goodyear Tire & Rubber Company
 Form 10-K for Fiscal Year Ended
December 31, 2007
 Proxy Statement on Schedule 14A  Filed on March 7, 2008   File No. 1-01927

Dear Mr. Harvie:
 We have reviewed your response letter  dated November 10, 2008 and have the
following additional comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.  We welcome any questions you may have about our comments or on any other aspect of our review.
1. We note your responses to prior comments 2 and 3 of our September 29, 2008
letter. However, the causal connectio n between the disclosure of your
performance targets and any competitive harm is not clear.  Please describe with greater specificity how the disclosure of performance targets would allow your
competitors to reach reasonable estimates regarding the underlying components of your financial performance targets in futu re periods and harm you competitively.
Refer to Instruction 4 of Item 402(b) of  Regulation S-K.  Please refer to prior
comments 2 and 3 for additional guidance, as appropriate.

Robert J. Keegan
The Goodyear Tire & Rubber Company November 26, 2008 Page 2

2. We note your statement that the perfor mance targets are not material in
determining the target awards granted to a named executive officer.  However,
please reconcile this with the disclosu re in the compensation discussion and
analysis on page 19 which indicates that your long term compensation in the form of performance shares and cash awards are tied to the achievement of specific financial objectives during a th ree year performance period.
3. You state that the number of target E PP units and performance shares granted
annually to each named executive officer is  based on a number of considerations.
Supplementally, explain how each of these subjective factors is weighted in the
Committee’s determination of the amount of target awards granted to each of the
named executive officers.

*  *  *  *  *  *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter on EDGAR that keys
your responses to our comments and provides any requested supplemental information.
Detailed response letters great ly facilitate our review.  Please understand that we may
have additional comments after review ing your responses to our comments.

Please direct questions to  Sherry Haywood, Staff Atto rney at (202) 551-3345, or
me at (202) 551-3760.

Sincerely,

Pamela Long Assistant Director

cc:  D.T. Young, Esq. ( via facsimile 330/ 796-8836)
      Law Department
      The Goodyear Tire & Rubber Company

CORRESP
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filename1.htm

CORRESP

[GOODYEAR LETTERHEAD]

November 10, 2008

 VIA EDGAR and FACSIMILE (202) 772-9368

Ms. Pamela Long

Assistant Director

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549-0510

    Re:

    The Goodyear Tire & Rubber Company

    Form 10-K for Fiscal Year Ended December 31, 2007

    Proxy Statement on Schedule 14A, filed on March 7, 2008

    File No. 1-01927

Dear Ms. Long:

     This letter is in response to the letter, dated September 29, 2008 (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. Robert J. Keegan, Chairman of the Board, Chief Executive
Officer and President of The Goodyear Tire & Rubber Company (“Goodyear,” the “Company” and “we,”
“us” or “our”), with respect to the above-referenced filings.

     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, 2007

Exhibits

    1.

    Pursuant to Item 10(d) of Regulation S-K, no document on file with the Commission for
more than five years may be incorporated by reference. In future filings, please file the
following documents that are incorporated by reference for more than five years:

    (a)

    Exhibit 10(bb): 1989 Goodyear Performance and Equity Incentive Plan

    (b)

    Exhibit 10(jj): 1994 Restricted Stock Award Plan for Non-Employee Directors of
the Company, effective June 1, 1994.

     Beginning with our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, we
will refile any documents that have been on file with the Commission for more than five years,
unless those documents are accessible through the Commission’s EDGAR Database

1

(or any successor electronic data retrieval system). The 1989 Goodyear Performance and Equity
Incentive Plan will no longer be required to be filed since there will be no outstanding awards
under that plan as of December 31, 2008.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion & Analysis, page 27

    2.

    In future filings, under “Cash-Based Awards Under the Executive Performance Plan,”
please disclose and quantify all specific financial targets in the fourth paragraph, as
these targets appear to have been material in your determination of the amount of the
awards.

Compensation Discussion & Analysis, page 29

    3.

    In future filings, under “2007 Performance Share Grants,” please disclose and quantify
all specific financial targets, as these targets appear to have been material in your
determination of the amount of the awards.

     We have consolidated our response to questions 2 and 3 since the financial targets for
cash-based awards under the Executive Performance Plan (“EPP”) and performance shares under our
equity compensation plans are identical.

     The performance criteria for EPP unit and performance share awards made for the 2005-2007,
2006-2008 and 2007-2009 performance periods were cumulative net income and cumulative cash flow,
net of debt. The performance criteria are used to determine the pay-outs with respect to EPP unit
and performance share awards, are based on our three-year operating plan and generally will be
achieved, at the target performance level, if we successfully execute against that plan.

     However, the specific performance criteria are not material in determining the amount of the
target awards granted to a named executive officer. As noted in our Proxy Statement, the number of
target EPP units and performance shares granted annually to each named executive officer is based
on a number of other considerations, including market data about comparable long-term incentive
compensation included as part of an officer’s total compensation package and the CEO’s
recommendations. In determining target awards, the CEO takes into consideration certain subjective
factors, including the CEO’s evaluation of the performance of each named executive officer,
retention considerations and general economic and competitive conditions, and, with respect to
performance shares, share availability under our equity compensation plans. See paragraph 1 on
page 27 and paragraph 3 on page 29 of the Proxy Statement. Once the target award is established as
described above in this paragraph, the specific performance criteria affect the ultimate pay-out of
the award, which may range from zero to 200% of the target award. In connection with the pay-outs
of the awards, we do disclose the performance criteria, the level of achievement with respect to
the performance criteria and the resulting pay-outs for completed performance periods.

     In addition to the lack of materiality of the specific performance criteria, we should not be
required to disclose our performance criteria since, as permitted by Instruction 4 to Item 402

2

of Regulation S-K, the disclosure of those criteria would reveal confidential commercial and
financial information, the disclosure of which would result in competitive harm to Goodyear. In
connection with the preparation of our 2007 and 2008 Proxy Statements, we considered the
materiality of the performance criteria to the amount of the target awards, as described above, and
the competitive harm that would result from the disclosure of specific performance criteria for EPP
unit and performance share awards. We concluded that the performance criteria were not material to
the determination of the amount of the target awards and that, in any event, we satisfied the
standard set forth in Exemption 4 of the Freedom of Information Act.

     The United States Court of Appeals for the District of Columbia Circuit has held that
“commercial or financial matter is ‘confidential’ for purposes of the exemption if disclosure of
the information is likely to have either of the following effects: (1) to impair the Government’s
ability to obtain necessary information in the future; or (2) to cause substantial harm to the
competitive position of the person from whom the information was obtained.” National Parks and
Conservation Association v. Morton et al., 498 F.2d 765, 770 (D.C. Cir. 1974). The specific
performance criteria are financial information that “would customarily not be released to the
public” by Goodyear. See S. Rep. No. 813, 89th Cong., 1st Sess. 9 (1965). In
addition, as described below, we face significant global competition and would suffer substantial
competitive injury from the disclosure of our three-year performance criteria. See National
Parks and Conservation Association v. Kleppe et al., 547 F.2d 673, 679 (D.C. Cir. 1976).

     New tires are sold under highly competitive conditions throughout the world. On a worldwide
basis, we have two major competitors: Bridgestone (based in Japan) and Michelin (based in France).
Other significant competitors include Continental (Germany), Cooper (U.S.), Hankook (South Korea),
Kumho (South Korea), Pirelli (Italy), Toyo (Japan), Yokohama (Japan) and various regional tire
manufacturers. All of these competitors, except for Cooper, are based in Europe and Asia and,
therefore, are not required to disclose publicly similar forward-looking financial targets or
performance criteria.

     Due to the highly competitive nature of the global tire industry, we do not provide quarterly
or annual earnings or cash flow guidance, nor do we disclose publicly our annual or multi-year
operating plans. We consider our strategic plans, such as our three-year operating plan, as well
as the business model that drives those plans, to be highly confidential.

     We believe that the disclosure of our three-year cumulative net income and cumulative cash
flow, net of debt, performance criteria would permit our competitors to develop reasonable
estimates of significant competitive information, such as our:

    •

    economic and industry forecasts;

    •

    investment plans, including capital expenditures and plant openings and closings;

    •

    gross margin assumptions;

    •

    pricing strategies; and

    •

    plans for business acquisitions and divestitures.

     The ability to reach reasonable estimates regarding the underlying components of our financial
targets is exacerbated since our operating results are dependent on the development, manufacturing,
marketing and sale of tires, and not a collection of disparate businesses. In addition, our major
competitors have been involved in the development and evolution of the tire

3

industry for decades and clearly understand the operational and financial nuances of a company
actively and exclusively engaged in the tire industry. Our competitors’ estimates could then be
refined over time as our actual results of operations are made public in our quarterly and annual
filings with the Commission. Having developed a deeper understanding of our business model and
strategic plans, our competitors would then take targeted actions to counter our initiatives; for
example, pricing, marketing, investment, executive recruitment and other actions.

     We may also be placed at a significant disadvantage in the event we are competing to acquire a
business or are an acquisition target. Additionally, companies who compete with us for executive
talent may be able to use the information from the disclosure of our performance criteria to craft
more attractive compensation packages in the event they seek to hire any of our executive officers
or the approximately 800 other Goodyear associates who receive performance share grants.

     As
a result, we believe that we satisfy the criteria for non-disclosure set forth in
Exemption 4 of the Freedom of Information Act, Rule 80(b)(4) thereunder and Instruction 4 to Item
402(b) of Regulation S-K.

Severance and Change-in-Control Benefits, page 31

    4.

    In future filings, please provide a more clear and comprehensive explanation of the
particular events that would trigger payments under the Continuity Plan and any other plan
or agreement that provides the named executive officers with severance and change in
control benefits. Elaborate upon the basis for selecting these events. We note your
disclosure regarding definitions under your equity compensation plans and Ohio law,
however, this disclosure does not describe the substantive reasons why you chose these
events as triggers for the payment of benefits.

     In future filings, we will expand our disclosure concerning the Continuity Plan and any other
plan or agreement that provides the named executive officers with severance and change in control
benefits to provide a clearer and more comprehensive explanation of the events that would trigger
payments under those plans. We will also elaborate further upon our basis for selecting these
events as triggers for the payment of benefits.

Compensation Discussion & Analysis, page 33

    5.

    In future filings, please disclose whether executive officers are in compliance with
your Stockholding Guidelines. Please also disclose whether directors are in compliance
with these guidelines under your discussion of director compensation.

     Our Board of Directors adopted stockholding guidelines for our executive officers effective on
January 1, 2006 and for our directors on February 27, 2007. Compliance with these guidelines is
required within five years of the later of the effective date of the program or the date of
appointment or election as an executive officer or director. As a result, the earliest compliance
date for our executive officers is January 1, 2011 and for our directors is February 27, 2012.

4

     However, all of our named executive officers and directors (other than those who have joined
Goodyear since the adoption of the guidelines) have met the required stockholding guidelines well
in advance of the required compliance date. In future filings, we will disclose the names of the
named executive officers and directors that have complied, in advance of the compliance deadline,
with our stockholding guidelines.

     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;

    •

    staff comments or changes to the disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; 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
filings or in response to the staff’s comments on the Company’s filings.

     Please direct any questions, comments and advice of the Commission staff to the undersigned at
330-796-2408 (fax: 330-796-7861).

    Respectfully submitted,

THE GOODYEAR TIRE & RUBBER COMPANY

    By:
    /s/ C. Thomas Harvie

    C. Thomas Harvie

    Senior Vice President,

General Counsel and

Secretary

cc: Robert J. Keegan

5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

September 29, 2008

By U.S. Mail and Facsimile to (330) 796-2108
 Robert J. Keegan Chairman of the Board, Chief Executive Officer and President The Goodyear Tire & Rubber Company 1144 East Market Street Akron, Ohio 44316-0001
Re: The Goodyear Tire & Rubber Company
 Form 10-K for Fiscal Year Ended
December 31, 2007
 Proxy Statement on Schedule 14A  Filed on March 7, 2008   File No. 1-01927

Dear Mr. Keegan:
We have reviewed your filing and have the following comments.   Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2007

Exhibits

1. Pursuant to Item 10(d) of Regulation S-K, no document on file with the Commission for
more than five years may be incorporated by reference.  In future filings, please file the following documents that are incorporated by reference for more than five years:

Robert J. Keegan
The Goodyear Tire & Rubber Company
September 29, 2008 Page 2

(a) Exhibit 10(bb): 1989 Goodyear Performance and Equity Incentive Plan
(b) Exhibit 10(jj): 1994 Restricted Stock Award Plan for Non-Employee Directors of the Company, effective June 1, 1994
  Definitive Proxy Statement on Schedule 14A

Compensation Discussion & Analysis, page 27
2. In future filings, under “Cash-Based Awards Under the Executive Performance Plan,” please disclose and quantify all specific financial targets in the fourth paragraph, as these targets appear to have been material in your determination of the amount of the awards.

Compensation Discussion & Analysis, page 29

3. In future filings, under “2007 Performance Share Grants,” please disclose and quantify
all specific financial targets, as these targets appear to have been material in your determination of the amount of the awards.

Severance and Change-in-Control Benefits, page 31

4. In future filings, please provide a more clear and comprehensive explanation of the
particular events that would trigger payments under the Continuity Plan and any other plan or agreement that provides the named executive officers with severance and change in control benefits.  Elaborate upon the basis for selecting these events.  We note your disclosure regarding definitions under your equity compensation plans and Ohio law, however, this disclosure does not describe the substantive reasons why you chose these events as triggers for the payment of benefits.

Compensation Discussion & Analysis, page 33

5. In future filings, please disclose whether executive officers are in compliance with your
Stockholding Guidelines.  Please also disclose whether directors are in compliance with these guidelines under your discussion of director compensation.

Closing Comments

Please respond to these comments by filing an amendment to your filing and providing
the supplemental information requested within 10 business days or tell us when you will
respond.  Please provide us with a supplemental response that addresses each of our comments and notes the location of any corresponding revisions made in your filing.  Please also note the location of any material changes made for reasons other than responding to our comments.  Please file your supplemental response on EDGAR as a correspondence file.  We may raise additional comments after we review your responses and amendment.

Robert J. Keegan
The Goodyear Tire & Rubber Company September 29, 2008 Page 3    To expedite our review, you may wish to provide complete packages to each of the persons named below.  Each package should include a copy of your response letter and any supplemental information, as well as the amended filing, marked to indicate any changes.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain that they have provided all information investors
require.  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 connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in their filings;
• 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
Please direct questions to Sherry Haywood, Staff Attorney at (202) 551-3345, or me at
(202) 551-3771.
Sincerely,    Pamela Long  Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

        August 22, 2007

Room 7010

Richard J. Kramer
Executive Vice President & Chief Financial Officer
The Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio 44316

Re: The Goodyear Tire & Rubber Company
 Form 10-K for Fiscal Year Ended December 31, 2006
Form 10-Q for the Fiscal Quarter Ended March 31, 2007
Form 10-Q for the Fiscal Quarter Ended June 30, 2007
 File No. 001-01927

Dear Mr. Kramer:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

Sincerely,

Terence O’Brien
Branch Chief

CORRESP
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filename1.htm

Goodyear Tire & Rubber Company   Corresp

[Goodyear Letterhead]

August 21, 2007

VIA EDGAR and FACSIMILE (202) 772-9368

Mr. Terence O’Brien

Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549-7010

    Re:

    The Goodyear Tire & Rubber Company

Form 10-K for Fiscal Year Ended December 31, 2006 (“2006 Form 10-K”)

Form 10-Q for the Fiscal Quarter Ended March 31, 2007 (“March 2007 Form 10-Q”)

Form 10-Q for the Fiscal Quarter Ended June 30, 2007 (“June 2007 Form 10-Q”)

File No. 001-01927

Dear Mr. O’Brien:

     This letter is in response to oral comments made by Ms. Melissa Rocha, on behalf of the
Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”),
to Mr. Thomas Connell, our Vice President and Controller, on August 17, 2007, with respect to the
above-referenced filings of The Goodyear Tire & Rubber Company (“Goodyear,” the “Company” and “we,”
“us” or “our”).

     For the convenience of the Commission staff, we have summarized your oral comments in italics
before our response. The Company respectfully submits the following information in response to the
staff’s comments.

     Provide a detailed analysis of what is included in Accounts Payable to Affiliates on the
Consolidating Balance Sheet at June 30, 2007 and December 31, 2006 and explain how the change is
reflected in the Condensed Consolidating Statement of Cash Flows for the six months ended June 30,
2007.

     Parent Company Accounts Payable to Affiliates totaled $866 million at June 30, 2007 compared
to $1,100 million at December 31, 2006 as presented on the Consolidating Balance Sheet on page 25
and 26, respectively, of the Company’s Form 10-Q for the quarter ended June 30, 2007.

     The balances which represent the net payable position on behalf of the Parent Company, are
primarily attributable to the following items:

1

    (a)

    Approximately $525 million at June 30, 2007, and $575 million at December 31, 2006, represent
the net proceeds transferred to the Parent Company from sales of businesses owned by its
guarantor and non-guarantor subsidiaries, less funds transferred to those subsidiaries from
the Parent Company for the acquisition of businesses. These transactions date back to 2001
and prior, and as a result did not involve any cash transfers between the Parent Company and
its subsidiaries during the periods presented by the corresponding Condensed Consolidating
Statements of Cash Flows. Some of the funds are denominated in Euros and Canadian dollars,
and accordingly, the net payable amount fluctuates from period to period as a result of
fluctuations in currency exchange rates. These fluctuations, which do not impact the
Condensed Consolidating Statement of Cash Flows, explain the decrease in this component of the
net payable from December 31, 2006 to June 30, 2007.

    (b)

    Approximately $340 million at June 30, 2007, and $525 million at December 31, 2006,
represent the net amount due from the Parent Company to its guarantor and non-guarantor subsidiaries for the purchase and sale of raw materials and finished goods, and
for services managed and expenses incurred by the Parent Company on behalf of
those subsidiaries, such as for employee benefits, insurance, real and personal
property taxes, and research and development expenses. The decrease in the net
amount owed by the Parent Company from December 31, 2006 to June 30, 2007,
can be attributed in part to a labor strike in our North American operations. The
strike, which began on October 5, 2006 and ended on December 28, 2006, resulted
in more importing of tires to meet North American market demand, and required
increased liquidity to fund our North American operations. The net change in this
component, exclusive of changes attributable to fluctuations in currency exchange
rates, is reflected in the Condensed Consolidating Statement of Cash Flows as
operating activities according to SFAS No. 95.

In connection with this response, the Company hereby acknowledges that:

    •

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

    •

    staff comments or changes to the disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; 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
filings or in response to the staff’s comments on the Company’s filings.

2

     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:

    Melissa N. Rocha, Securities and Exchange Commission

Al Pavot, Securities and Exchange Commission

3

CORRESP
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The Goodyear Tire & Rubber Company    Corresp

[Goodyear Letterhead]

August 7, 2007

VIA EDGAR and FACSIMILE (202) 772-9368

Mr. Terence O’Brien

Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549-7010

    Re:

    The Goodyear Tire & Rubber Company

    Form 10-K for Fiscal Year Ended December 31, 2006 (“2006 Form 10-K”)

    Form 10-Q for the Fiscal Quarter Ended March 31, 2007 (“March 2007 Form 10-Q”)

    Form 10-Q for the Fiscal Quarter Ended June 30, 2007 (“June 2007 Form 10-Q”)

    File No. 001-01927

Dear Mr. O’Brien:

     This letter is in response to oral comments made by Ms. Melissa Rocha, on behalf of the
Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”),
to Covington & Burling LLP, on our behalf, on July 31, 2007, with respect to the above-referenced
filings of The Goodyear Tire & Rubber Company (“Goodyear,” the “Company” and “we,” “us” or “our”).

     For the convenience of the Commission staff, we have summarized each of your oral comments in
italics before our response. The Company respectfully submits the following information in
response to the staff’s comments.

    1.

    Part I, Item 4 (Controls and Procedures) of the March 2007 Form 10-Q and the June 2007 Form
10-Q does not include the definition of “disclosure controls and procedures” from Rule
13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Please
confirm that the statements in Item 4 are true using that definition and include that
definition in future filings.

     With respect to Part I, Item 4 of our March 2007 Form 10-Q and our June 2007 Form 10-Q, we
confirm that our management, with the participation of our principal executive and financial
officers, evaluated the effectiveness of our “disclosure controls and procedures,” as that term is
defined in Rule 13a-15(e) under the Exchange Act, and concluded that our disclosure controls and
procedures were effective as of the end of the periods covered by the respective Forms 10-Q. We
confirm that the statements set forth in Part I, Item 4 of our March 2007 Form 10-Q and our June
2007 Form 10-Q are true using the definition of “disclosure controls and procedures” set forth in
Rule 13a-15(e) under the Exchange Act.

1

     In future filings, commencing with our Form 10-Q for the Fiscal Quarter Ended September 30,
2007, we will revise our disclosure under Part I, Item 4 relating to disclosure controls and
procedures as follows:

"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, 2007 (the end of the period covered by this Quarterly
Report on Form 10-Q).”

    2.

    Explain why Accounts Payable to Affiliates in the 2006 balance sheet data included on page 26
of the June 2007 Form 10-Q, as well as certain eliminating entries, are different from the
figures included in the 2006 balance sheet data on page 126 of the 2006 Form 10-K.

     Accounts Payable to Affiliates in the 2006 balance sheet included on page 126 of the 2006 Form
10-K includes amounts related to our Engineered Products business. On March 23, 2007, the Company
entered into an agreement to sell substantially all of its Engineered Products business.
Therefore, the assets and liabilities of Engineered Products were classified as held for sale as of
that date. Accordingly, assets and liabilities related to our Engineered Products business were
reported as discontinued operations for all periods presented in the June 2007 Form 10-Q. The
discontinued operations presentation was also extended to our balance sheets presented pursuant to
Rule 3-10 of Regulation S-X. In addition, on May 3, 2007, the Company filed a Current Report on
Form 8-K to retrospectively adjust portions of the Company’s 2006 Form 10-K to reflect the
treatment of the Engineered Products business as a discontinued operation. The 2006 balance sheet
included on page 57 of adjusted Item 8 of the 2006 Form 10-K, filed as Exhibit 99.2 to the May 3,
2007 Form 8-K, is consistent with the 2006 balance sheet included on page 26 of the June 2007 Form
10-Q.

    3.

    Tell us if Accounts Payable to Affiliates is classified as Operating Activities or Financing
Activities in the cash flow statement included on page 29 of the June 2007 Form 10-Q. Please
explain the basis for that classification.

     In the cash flow statement presentation on page 29 of the June 2007 Form 10-Q, we primarily
have classified Accounts Payable to Affiliates transactions as Operating Activities. In addition,
cash flows associated with capital investments or equity transactions between affiliates
have been classified as Investing or Financing Activities, respectively, according to SFAS No. 95.

2

     In connection with this response, the Company hereby acknowledges that:

    •

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

    •

    staff comments or changes to the disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; 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
filings or in response to the staff’s comments on the Company’s filings.

     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:

    Melissa N. Rocha, Securities and Exchange Commission

    Al Pavot, Securities and Exchange Commission

3

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[Goodyear Letterhead]

July 26, 2007

VIA EDGAR and FACSIMILE (202) 772-9368

Mr. Terence O’Brien

Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549-7010

    Re:

    The Goodyear Tire & Rubber Company

Form 10-K for Fiscal Year Ended December 31, 2006

Form 10-Q for the Fiscal Quarter Ended March 31, 2007

File No. 001-01927

Dear Mr. O’Brien:

     This letter is in response to the letter, dated July 17, 2007 (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. Richard J. Kramer, President, North American Tire and Chief
Financial Officer, of The Goodyear Tire & Rubber Company
(“Goodyear,” the “Company” and “we,” “us”
or “our”) with respect to the above-referenced filings.

     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 year ended December 31, 2006

Quantitative and Qualitative Disclosures about Market Risk, page 34

    1.

    Considering your existing disclosures regarding the increased raw material costs in 2006 and
the significant impact the raw materials costs had on your operations, a discussion of
commodity price risk management strategies appears appropriate. Please revise your MD&A, in
future filings, pursuant to Item 305(b) of Regulation S-K, to discuss your commodity price
exposure, your risk management strategies, or if you don’t manage this risk, a statement
disclosing that fact.

We note the staff’s comment regarding the impact raw materials costs have had on our
operations. In future filings on Form 10-Q and Form 10-K, commencing with our Quarterly
Report on Form 10-Q for the Quarterly Period Ended June 30, 2007, we intend to include the
following statement in Part I, Item 3. “Quantitative and
Qualitative Disclosures About Market Risk”:

“The raw materials 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, whose costs may be affected by fluctuations in the price of oil. We
currently do not hedge commodity

1

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 and expanding our capabilities to
substitute lower-cost raw materials.”

Liquidity and Capital Resources, page 53

    2.

    As part of your new master labor agreement with USW you have entered into an understanding to
establish a VEBA and contribute $1 billion, of which $700 million will be funded in cash and
the remaining in cash or shares of common stock at your option. We recognize the
establishment of the VEBA is conditioned upon US District Court approval and any contributions
to the VEBA will follow that approval. However, this commitment should be contemplated in
your liquidity discussions. Please revise, in future filings, to address the following:

    •

    The impact this funding commitment will have on your liquidity and cash position, as
well as the inability for you to immediately remove your liability for USW retiree
healthcare benefits from your balance sheet.

    •

    The impact any decision of the Company to contribute cash instead of shares would
have on operations and liquidity, and

    •

    Your consideration of including any future commitments that have received
approval in your contractual obligations table.

In future filings on Form 10-Q and Form 10-K, commencing with our Quarterly Report on Form
10-Q for the Quarterly Period Ended June 30, 2007, we will expand our disclosure within
Liquidity and Capital Resources to include the following statement:

“On December 28, 2006, the USW ratified the terms of a new master labor agreement ending a
strike by the USW. In connection with the master labor agreement, we entered into a
memorandum of understanding with the USW regarding the establishment of a VEBA intended to
provide healthcare benefits for current and future USW retirees. The establishment of the
VEBA is conditioned upon receiving U.S. District Court approval of a settlement of a
declaratory judgment action. On July 3, 2007, the USW and several retirees filed a required
class action lawsuit regarding the establishment of the VEBA in the U.S. District Court for
the Northern District of Ohio. We have committed to contribute to the VEBA $1 billion, which
will consist of at least $700 million in cash and an additional $300 million in cash or
shares of our common stock at our option. We plan to make our contributions to the VEBA in
cash following the U.S. District Court’s approval of the settlement. In addition, we expect
to remove our liability for USW retiree healthcare benefits from our balance sheet when this
settlement has received final judicial approval (including exhaustion of all appeals, if
any) and we have made our contribution to the VEBA. We expect to use cash on hand and generated from
operating activities, unused availability under our various credit agreements and/or
proceeds from the pending sale of our Engineered Products business to fund the VEBA. We do
not expect our VEBA funding commitment or our inability to immediately remove our liability
for USW retiree healthcare benefits from our balance sheet to have a significant impact on
our liquidity or cash

2

position. Furthermore, we do not expect our plan to fund the VEBA entirely in cash to have
a significant impact on our operations or liquidity.”

At December 31, 2006, we disclosed within our Commitments and Contractual Obligations Table
in our 2006 Form 10-K (at page 58) the expected payments for the next 10 years for estimated
benefit payments related to other post-retirement benefits. As we have also disclosed in
our 2006 Form 10-K and our Quarterly Report on Form 10-Q for the Quarterly Period Ended
March 31, 2007, the amount of these payments “will be reduced significantly provided the
proposed settlement with the USW regarding retiree healthcare becomes effective.” We are
required by the terms of our agreement with the USW to fund the VEBA promptly upon approval
of the settlement by the U.S. District Court. Therefore, we do not anticipate the existence
of a non-contingent obligation to fund the VEBA at the end of a reporting period. In the
unlikely event that we have a non-contingent obligation to fund the VEBA at the end of a
reporting period, we will disclose the existence of that obligation but we will not report
it on the Commitments and Contractual Obligations Table so that we do not overstate the
amount of our contractual obligations for other post-retirement benefits.

    3.

    Your liquidity section states that your ability to service debt is dependent on the results
of operations of your subsidiaries and their ability to provide cash. You further discuss
that dividends, loans or other distributions from your subsidiaries may be subject to
contractual and other restrictive governmental regulations. We note the $284 million of net
assets restricted at December 31, 2006; however, please expand your disclosure in future
filings to discuss the presence and nature of any current restrictions, and how you plan to
overcome these restrictions in order to service your debt.

On page 53, our liquidity section currently states: “In certain countries where we operate,
transfers of funds into or out of such countries by way of dividends, loans or advances are
generally or periodically subject to various restrictive governmental regulations. In
addition, certain of our credit agreements and other debt instruments restrict the ability
of foreign subsidiaries to make distributions of cash.”

In future filings on Form 10-K, we will expand our disclosure to state: “In certain
countries where we operate, transfers of funds into or out of such countries by way of
dividends, loans or advances are generally or periodically subject to various restrictions.
The primary restriction is that, in certain countries, we must obtain 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
restrict 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
overcoming these restrictions, we do not consider the net assets of our subsidiaries that
are subject to such restrictions to be integral to our liquidity or readily available to
service our debt.”

    4.

    Your disclosure includes a brief description of certain covenants of your credit facilities.
However, you do not make an affirmative statement regarding the compliance with the terms of
the covenants. In future filings, please note that material covenants related to all
outstanding debt should be discussed and analyzed. Refer to FRR No. 72 — 501.13.
Considering your strategy of “divesting non-core businesses,” your discussion should also
address the impact your sales of assets and businesses have had on covenant compliance.

3

We note the staff’s comment regarding compliance with the terms of certain covenants imposed
by our outstanding credit facilities. In our future filings on Form 10-Q and Form 10-K, we
will include an affirmative statement regarding compliance with the terms of those
covenants. In particular, in our Quarterly Report on Form 10-Q for the Quarterly Period
Ended June 30, 2007, we intend to include the following statement:

“As of June 30, 2007, we were in compliance with the material covenants imposed by our
principal credit facilities.”

We also note the staff’s comment regarding our obligation to discuss and analyze the
material covenants related to our outstanding debt, as well as our strategy of “divesting
non-core businesses.” As we have in the past, we will continue to discuss and analyze the
material covenants of our outstanding debt. In the past, we have structured sales of
non-core businesses to comply with the restrictions imposed by, and those sales have not
affected our ability to remain in compliance with, those covenants. As described in our
Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2007, in April 2007
we refinanced several of our principal credit facilities and, among other things, amended
them to contain more flexible covenants, which included amendments that further enhanced our
ability to divest non-core businesses. In future filings on Form 10-Q and Form 10-K, we
will include a statement regarding the effect of our covenants on this strategy, to the
extent that strategy remains relevant to our business. In particular, in our Quarterly
Report on Form 10-Q for the Quarterly Period Ended June 30, 2007, we intend to include the
following statement:

“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.”

    5.

    We note your contingent contractual obligation with regards to your alliance with Sumitomo.
However, your document does not discuss this alliance anywhere else. Please tell us and
revise future filings to discuss the nature of this agreement, the terms and conditions and
the amount of the potential payment you would have to make in order to acquire Sumitomo’s
interest in the alliance pursuant to the exit rights.

We currently refer to our global alliance with Sumitomo on page 4 (under the caption
“Description of Goodyear’s Business — North American Tire”) and on page 6 (under the
caption “Description of Goodyear’s Business — European Union Tire”) in our 2006 Form 10-K.

In future filings on Form 10-K, we will expand our disclosure by adding the following under
the caption “Description of Goodyear’s Business”:

“Global Alliance. In 1999, we entered into a global alliance with Sumitomo Rubber
Industries, Ltd. (“Sumitomo”). Under the global alliance agreements, we acquired 75%, and
Sumitomo acquired 25%, of Goodyear Dunlop Tires Europe B.V., a Netherlands holding company.
Concurrently, the holding company acquired substantially all of Sumitomo’s tire businesses
in Europe and most of our tire businesses in Europe.

We also acquired 75%, and Sumitomo acquired 25%, of Goodyear Dunlop Tires North America,
Ltd., a holding company that purchased Sumitomo’s tire manufacturing operations in North
America and certain of its related tire sales and distribution operations. The global
alliance involved other transactions, including our acquisition of 100% of the balance of
Sumitomo’s Dunlop Tire replacement distribution and sales operations in North America.

4

In Japan, we own 25%, and Sumitomo owns 75%, of two companies, one for the sale of
Goodyear-brand passenger and truck tires in the Japanese replacement market and the other
for the sale of Goodyear-brand and Dunlop-brand tires to vehicle manufacturers in Japan. We
also own 51%, and Sumitomo owns 49%, of a company that coordinates and disseminates both
commercialized tire technology and non-commercialized technology among Goodyear and
Sumitomo, the joint ventures and their respective affiliates, and we own 80%, and Sumitomo
owns 20%, of a global purchasing company. The global alliance agreements also provided for
the investment by Goodyear and Sumitomo in the common stock of the other.”

In future filings on Form 10-Q and Form 10-K, commencing with our Quarterly Report on Form
10-Q for the Quarterly Period Ended June 30, 2007, we will revise and expand our disclosure
on page 59 as follows:

    •

    The terms and conditions of our global alliance with Sumitomo, as set forth in
the Umbrella Agreement between Sumitomo and us, provide for certain minority exit
rights available to Sumitomo commencing in 2009. In addition, the occurrence of
certain other events enumerated in the Umbrella Agreement, including certain
bankruptcy events or changes in our control, could trigger a right of Sumitomo to
require us to purchase their interests in the global alliance immediately.
Sumitomo’s exit rights, in the unlikely event of the occurrence of a triggering
event and the subsequent exercise of Sumitomo’s exit rights, could require us to
make a substantial payment to acquire Sumitomo’s interests in the global alliance.
The Umbrella Agreement provides that the payment amount would be based on the fair
value of Sumitomo’s 25% minority shareholder’s interest in each of Goodyear Dunlop
Tires Europe B.V. and Goodyear Dunlop Tires North America, Ltd. and the book value
of net assets of the Japanese joint ventures. The payment amount would be
determined through a negotiation process where, if no mutually agreed amount was
determined, a binding arbitration process would determine that amount. [To be
added for quarterly periods subsequent to the filing of our 2007 Form 10-K: For
further information regarding our global alliance with Sumitomo, see “Item 1.
Business. Description of Goodyear’s Business — Global Alliance” in our 2007 Form
10-K.]

Note 5. Accounts and Notes Receivables, page 85

    6.

    We note your discussion that indicates your accounts receivable continuous sales program was
terminated in 2004. However on page 56, you disclose information regarding an accounts
receivable securitization p

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

        July 17, 2007

Room 7010

Richard J. Kramer
Executive Vice President & Chief Financial Officer
The Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio 44316

Re: The Goodyear Tire & Rubber Company
 Form 10-K for Fiscal Year Ended December 31, 2006
Form 10-Q for the Fiscal Quarter Ended March 31, 2007
 File No. 001-01927

Dear Mr. Kramer:

We have reviewed the above referenced filing and have the following comments.
Please note that we have limited our review to only your financial statements and related
disclosures and do not intend to expand our re view to other portions of your document. We
may ask you to provide us with supplemental information so we may better understand your disclosure.  Please be as detailed as n ecessary in your explanation.  After reviewing
this information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the year ended December 31, 2006

Quantitative and Qualitative Disclosures about Market Risk, page 34

1. Considering your existing disc losures regarding the incr eased raw material costs
in 2006 and the significant impact the raw materials costs had on your operations,
a discussion of commodity pr ice risk management strate gies appears appropriate.
Please revise your MD&A, in future f ilings, pursuant to Item 305(b) of
Regulation S-K, to discuss your co mmodity price exposure, your risk

Richard J. Kramer
The Goodyear Tire & Rubber Company
July 17, 2007 Page 2
management strategies, or if you don’t ma nage this risk, a statement disclosing
that fact.

Liquidity and Capital Resources, page 53

2. As part of your new master labor agreem ent with USW you have entered into an
understanding to establish a VEBA a nd contribute $1 billion, of which $700
million will be funded in cash and the re maining in cash or shares of common
stock at your option.  We recognize the establishment of the VEBA is conditioned upon US District Court approval and any contributions to the VEBA will follow that approval.  However, this commitment should be contemplated in your liquidity discussions.  Please revise, in fu ture filings, to address the following:
ƒ The impact this funding commitment will have on your liquidity and cash position, as well as the inability for you to immediately remove your liability
for USW retiree healthcare benefits from your balance sheet.
ƒ The impact any decision of the Compa ny to contribute cash instead of shares
would have on operations and liquidity, and
ƒ  Your consideration of including any futu re commitments that have received
approval in your contractua l obligations table.

3. Your liquidity section states that your ab ility to service debt is dependent on the
results of operations of your subsidiaries and their ability to provide cash.  You
further discuss that dividends, loans or ot her distributions from your subsidiaries
may be subject to contractual and other restrictive governmental  regulations.  We
note the $284 million of net assets re stricted at December 31, 2006; however,
please expand your disclosure in  future filings to discuss the presence and nature
of any current restrictions, and how you pl an to overcome these restrictions in
order to service your debt.

4. Your disclosure includes a brief description of certain covenants of your credit facilities.  However you do not make an affirmative statement regarding the compliance with the terms of the covenants.   In future filings, please note that
material covenants related to all out standing debt should be discussed and
analyzed. Refer to FRR No. 72 – 501.13.   Considering your strategy of “divesting
non-core businesses,” your discussion should also address the impact your sales of assets and businesses have had on covenant compliance.

5. We note your contingent cont ractual obligation with rega rds to your alliance with
Sumitomo. However, your document does not di scuss this alliance anywhere else.
Please tell us and revise future filings to discuss the nature of this agreement, the terms and conditions and the amount of the potential payment you would have to

Richard J. Kramer
The Goodyear Tire & Rubber Company
July 17, 2007 Page 3
make in order to acquire Sumitomo’s inte rest in the alliance pursuant to the exit
rights.

Note 5. Accounts and Notes Receivables, page 85

6. We note your discussion that indicates your accounts receivable continuous sales program was terminated in 2004.  However on page 56, you disclose information regarding an accounts receivable securitiza tion program that is currently being
utilized.  Please tell us and clarify, in future filings, the nature of these programs, including which programs are currently  open and which ones are currently
terminated and how you have complied with paragraphs 9-16 of SFAS No. 140
and other applicable aut horitative GAAP literature.

Form 10-Q for the Quarter Ended March 31, 2007

7. You disclose on page 16 of the 3/31/07 Fo rm 10-Q that an independent asbestos
valuation firm was used in accounting for the asbestos liability. While you are not
required to make reference to this i ndependent valuation, when you do you must
also disclose the name of the independent valuation firm.  If you include or incorporate by reference this disclosure  into a 1933 Securi ties Act filing, you will
also need to include the consent of the independent valuation firm.  Refer to
Section 436(b) of Regulation C.

 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T.  Detailed
cover letters greatly facilitate  our review.  Please understand that we may have additional
comments after reviewing your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

Richard J. Kramer
The Goodyear Tire & Rubber Company
July 17, 2007 Page 4

‚ 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Melissa Rocha at ( 202) 551-3854, Al Pavot at (202) 551-3738
or me at (202) 551-3355 if you have ques tions regarding comments on the financial
statements and related matters.

Sincerely,

Terence O’Brien
Branch Chief

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<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

         DIVISION OF
CORPORATION FINANCE

Mail Stop 5546
								August 1, 2006

Via Facsimile (330) 796-7861 and US Mail

Robert J. Keegan
Chief Executive Officer
Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio  44316

	Re:	Goodyear Tire & Rubber Company
		Form 10-K for the Fiscal Year Ended December 31, 2005
      Filed February 17, 2006
      Response Letter Dated July 17, 2006
 		File No. 1-1927

Dear Mr. Keegan:

      We have reviewed your response letter dated July 17, 2006
and
have the following comment.  After reviewing this information, we
may
raise additional comments.

General

1. We note your response to prior comments one and two.  Please
expand your description of contacts and your materiality analysis
to
describe and address:

* The nature of the products sold to customers in Iran, Syria and
Sudan in 2005;

* Whether or not the governments of these countries, or entities
controlled by them, purchased your products and, if applicable,
any
military uses made of your products by these governments;

* Information responsive to prior comments one and two for the
years
2003 and 2004, if you or your subsidiaries sold to customers in
Iran,
Syria or Sudan during those years;

* The principal reasons underlying your assessment that the sales
are
immaterial from a qualitative standpoint.  With respect to the
underlying reasons, we note your statement that none of the sales
were in violation of the laws of the U.S.  Please discuss the
possibility that, notwithstanding the legality of your foreign
subsidiaries` contacts with Iran, Sudan and Syria, your reputation
and share value may be negatively impacted by the fact that your
subsidiaries do business in these countries that have been
identified
as terrorist-sponsoring states.  In this regard, we call to your
attention the investor sentiment underlying the legislative and
other
initiatives described in our prior comment two.

Please also describe any other factors you considered in your
assessment.

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please understand
that
we may have additional comments after reviewing your response to
our
comment.  Please file your response letter on EDGAR.

      Please contact James Lopez at (202) 551-3536 if you have any
questions about the comments or our review.  You may also contact
me
at (202) 551-3470.

								Sincerely,

								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	Pam Long
		Assistant Director
		Division of Corporation Finance

Robert J. Keegan
Goodyear Tire & Rubber Company
August 1, 2006
Page 1

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February 9, 2007

VIA EDGAR

Ms. Cecilia D. Blye

Chief, Office of Global Security Risk

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, NE

Washington, DC 20549

    RE:

    The Goodyear Tire & Rubber Company — File Number 1-1927:

    Form 10-K for the year ended December 31, 2005 Filed February 17, 2006

Dear Ms. Blye:

     In response to your letters dated June 14, 2006 and August 1, 2006 (the “comment letters”), to
Mr. Robert J. Keegan, Chief Executive Officer of The Goodyear Tire & Rubber Company (the
“Company”), the Company provided responses dated July 17, 2006 and August 24, 2006, respectively.
This letter supplements the information provided in the Company’s prior responses.

     The Company’s prior responses provided information on the level of aggregate consolidated net
sales by the Company’s foreign subsidiaries to customers in Iran, Syria and Sudan in 2003, 2004 and
2005 as well as specific sales figures to Sudan for those periods. The Company collected and
reported these amounts based on an export summary report of the sales of the Company’s foreign
subsidiaries. The Company has since determined that this report, which is not used for financial
reporting purposes, did not fully reflect the amount of sales by foreign subsidiaries to customers
in these countries. As a result, the Company has now determined that sales made by its foreign
subsidiaries to customers in Iran, Syria and Sudan aggregated to approximately .006%, .009% and
        .01% of the Company’s consolidated sales in 2003, 2004 and 2005, respectively. These sales
aggregated to approximately $4.5 million over the three-year period, which included sales by the
Company’s foreign subsidiaries to customers in Sudan of approximately $634,000, $757,000 and
$1,137,000 in 2003, 2004 and 2005, respectively (approximately .004%, .004% and .006% of the
Company’s consolidated sales).

     During
this period, the products and services sold by foreign subsidiaries to customers in Iran, Syria and Sudan
included the following:

    Iran — commercial aircraft tires, tubes and retreading services, earthmover and farm tires,
and truck tires and tubes.

    Syria — commercial and consumer tires, air springs for transportation applications,
automotive and industrial belts, and earthmover and farm tires.

    Sudan — earthmover and farm tires, commercial and consumer tires and commercial aircraft
tires and tubes.

     To our knowledge, none of the products described above were sold to the governments of Iran,
Syria or Sudan and we are not aware of any military use of the products. We are aware that there
were sales of commercial aircraft tires and commercial aircraft tire retreading services by foreign
subsidiaries of the Company to state-owned commercial airlines in Iran and sales by a foreign
subsidiary of the Company of commercial, earthmover and farm tires to a state-owned sugar company
in Sudan.

     In addition to the sales described above, certain products of foreign subsidiaries may reach
customers in these countries through unaffiliated third parties. For example, we are aware that
sales made by a foreign subsidiary of the Company to an unaffiliated company in Dubai were sold
into Iran. These sales, which consisted mainly of consumer tires, were approximately $9.6 million,
$18.0 million and $28.5 million (.145%, .098% and .064% of the Company’s consolidated sales) in
2003, 2004, and 2005, respectively.

     The Company is mindful of the investor sentiment underlying the initiatives
described in your letter of June 14, 2006. However, the Company continues to believe that the
limited amount of sales by foreign subsidiaries, the nature of the products and services involved,
and the nature of the customers all are highly unlikely to give rise to significant adverse
investor reaction. The Company also expects in this regard that it is unlikely that there would be
any meaningful adverse investor reaction given the level of sales to customers in Sudan, the lack
of physical presence in that market, and the fact that a large portion of the sales to customers in
Sudan were for farming or agricultural purposes, including sugar production. The Company will,
however, continue to monitor the various initiatives and make any necessary adjustments to its
materiality assessment.

     The Company hereby reaffirms that (i) it is responsible for the adequacy and accuracy of the
disclosure in the filing, (ii) comments from the Commission Staff or changes to disclosure in
response to such comments do not foreclose the Commission from taking any action with respect to
the filing, and (iii) the Company may not assert comments of the Commission Staff as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

     Please direct further any questions, comments and advice of the Commission Staff to me at
330-796-4141 (fax: 330-796-8836).

    Respectfully submitted,

THE GOODYEAR TIRE & RUBBER COMPANY

    By:

    Michael R. Peterson

    Attorney

CORRESP
1
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Goodyear Tire & Rubber    CORRESP

The Goodyear Tire & Rubber Company

Akron, Ohio 44316-0001

August 24, 2006

VIA EDGAR

Ms. Cecilia D. Blye

Chief, Office of Global Security Risk

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, NE

Washington, DC 20549

    RE:

    The Goodyear Tire & Rubber Company — File Number 1-1927:

Form 10-K for the year ended December 31, 2005 Filed February 17, 2006

Dear Ms. Blye:

     This letter is in response to the letter, dated August 1, 2006 (the “comment letter”), from
you to Mr. Robert J. Keegan, Chief Executive Officer of The Goodyear Tire & Rubber
Company (the “Company”), requesting additional information with respect to the Company’s July 17,
2006 response to your letter dated June 14, 2006.

     The Company respectfully submits the following in response to your letter:

     In 2005, the Company’s foreign subsidiaries sold the following types of non-U.S. products and
services to customers in Iran, Syria and Sudan:

     Iran — commercial aircraft tires, tubes and retreading services and earthmover tires;

     Syria —  air springs for transportation applications; and

     Sudan  — commercial aircraft tires and tubes;

     Foreign subsidiaries of the Company also made a small amount of sales to customers in Iran and
Syria during the 2003 to 2004 time period. Products and services sold during this period included:
farm tires; commercial aircraft tires and tubes; commercial aircraft tire retreading services;
truck tires and tubes; air springs for transportation applications; automotive positive drive
belts; and industrial V-belts. The amount of these sales, all of which involved
foreign-manufactured items, aggregated to substantially less than .01% of the Company’s
consolidated net sales in 2003 and 2004.

     To our knowledge, none of the above products were sold to the governments of Iran, Syria or
Sudan and we do not believe that any of the products were used for military purposes.

In 2004 and 2005 there were sales of commercial aircraft tires and commercial aircraft tire
retreading services by foreign subsidiaries of the Company to state-owned commercial airlines in
Iran.

     The Company is mindful of the investor sentiment underlying the initiatives described in your
letter of June 14, 2006, a number of which are directed at companies “operating” or “doing
business” in Sudan. However, the Company believes that the limited amount of sales, the nature of
the non-U.S. products and services involved, and the nature of the customer all are highly unlikely
to give rise to significant adverse investor reaction. The Company expects in this regard that it
is highly unlikely that there would be any meaningful adverse investor sentiment given the minimal
sales to Sudan ($10,000 in 2005 and $0 in 2003 and 2004) and lack of a physical presence in that
market. The Company will, however, continue to monitor the potential impact on investor sentiment
of the various initiatives and make any necessary adjustments to its materiality assessment.

     The Company hereby reaffirms that (i) it is responsible for the adequacy and accuracy of the
disclosure in the filing, (ii) comments from the Commission Staff or changes to disclosure in
response to such comments do not foreclose the Commission from taking any action with respect to
the filing, and (iii) the Company may not assert comments of the Commission Staff as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

     Please direct further any questions, comments and advice of the Commission Staff to me at
330-796-4141 (fax: 330-796-8836).

    Respectfully submitted,

    THE GOODYEAR TIRE & RUBBER COMPANY

    By:

    /s/ Michael R. Peterson

    Michael R. Peterson

    Attorney

CORRESP
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The Goodyear Tire & Rubber Company Corresp

The Goodyear Tire & Rubber Company

Akron, Ohio 44316-0001

Law Department

July 17, 2006

VIA EDGAR

Ms. Cecilia D. Blye

Chief, Office of Global Security Risk

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, NE

Washington, DC 20549

    RE:

    The Goodyear Tire & Rubber Company — File Number 1-1927:

    Form 10-K for the year ended December 31, 2005 Filed February 17, 2006

Dear Ms. Blye:

     This letter is in response to comments in your letter, dated June 14, 2006 (the “comment
letter”), to Mr. Robert J. Keegan, Chief Executive Officer of The Goodyear Tire & Rubber Company
(the “Company”), which are based on your office’s limited review of the above referenced filing.

     The Company respectfully submits the following in response to your letter:

     The Company and its subsidiaries have no operations in, or ties to, Cuba. At one time, the
Company had a subsidiary in Cuba, Goodyear de Cuba, S.A. Productos de Goma. However, in 1960 the
government of Cuba seized and confiscated all of the assets of this subsidiary. Today, in addition
to having no operations in, or ties to, Cuba, we are aware of no sales to that country.

     The Company and its subsidiaries also have no operations or offices in Iran, Syria or Sudan,
although certain of the Company’s foreign subsidiaries made a small amount of sales to customers in
these countries in 2005. The amount of these sales aggregated to substantially less than .01% of
the Company’s 2005 consolidated net sales. From a quantitative standpoint, the Company is
confident that these limited sales activities do not constitute material information for or a
material investment risk to its security holders.

     From a qualitative standpoint, the Company is equally confident in its assessment of the
immaterial nature of these activities. The nature of these sales is de minimis from any
perspective. The Company does not believe that there is any potential for material adverse
investor reaction to these limited activities.

     The Company notes that, in view of the fact that foreign subsidiaries of United States based
companies are not prohibited from doing business with Iran, Sudan and Syria, none of these sales
were in violation of the laws of the United States. It is the policy of the Company to comply in
all respects with all applicable U.S. export and foreign trade controls. To support this policy,
the Company’s computer systems in North America prevent the user from entering any sales to the
four referenced countries on the Company’s order-to-cash system. Moreover, the Company’s broader
compliance efforts in the area of foreign trade controls are designed to help ensure that sales and
other personnel in the United States and at foreign subsidiaries understand applicable United
States export and foreign trade controls and new developments in such controls.

     The comment letter references a May 2005 article that attributes statements to a Goodyear spokesman to the effect that Goodyear is unable to control third party sales into Sudan. Please note that our compliance efforts are designed to help ensure compliance with U.S. law if Goodyear becomes aware of third party sales to certain countries, including Sudan, that it has reason to believe may not comply with
U.S. law.

     As requested in the comment letter, the Company hereby acknowledges that (i) it is responsible
for the adequacy and accuracy of the disclosure in the filing, (ii) comments from the Commission
Staff or changes to disclosure in response to such comments do not foreclose the Commission from
taking any action with respect to the filing, and (iii) the Company may not assert comments of the
Commission Staff as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

     Please direct any questions, comments and advice of the Commission Staff to me at 330-796-4141
(fax: 330-796-8836).

    Respectfully submitted,

THE GOODYEAR TIRE & RUBBER COMPANY

    By:
    /s/ Michael R. Peterson

    Michael R. Peterson

    Attorney

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0510

      April 25, 2005

via U.S. mail and facsimile

Richard J. Kramer
Executive Vice President
The Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio  44316-0001

	RE:	Form 10-K for the fiscal year ended December 31, 2004
		File No. 1-01927

Dear Mr. Kramer:

      We have completed our review of your Form 10-K and related
filings and have no further comments at this time.

      If you have any further questions regarding our review of
your
filings, please direct them to Tracey Houser, Staff Accountant, at
(202) 942-1989 or, in her absence, to the undersigned at (202)
942-
1798.

							Sincerely,

							John Hartz
							Senior Assistant Chief
Accountant
??

??

??

??

Mr. J. Gordon Beittenmiller
March 25, 2005
Page 1 of 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
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corresp

April 21, 2005

VIA EDGAR

Mr. John Hartz

Senior Assistant Chief Accountant

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, NW

Washington, DC 20549-0404

    RE:

    The Goodyear Tire & Rubber Company — File Number 1-1927:

    Form 10-K for the year ended December 31, 2004

Dear Mr. Hartz:

This letter is in response to your letter, dated April 8, 2005 (the “comment letter”), from Mr.
John Hartz, Senior Assistant Chief Accountant of the Division of Corporation Finance, Securities
and Exchange Commission, to Mr. Richard J. Kramer, Executive Vice President and Chief Financial
Officer of The Goodyear Tire & Rubber Company (the “Company”), regarding the comments of the
Commission Staff of the Securities and Exchange Commission with respect to the Company’s Annual
Report on Form 10-K for the year ended December 31, 2004.

The Company respectfully
submits the following information and responses with respect to each
comment contained in your comment letter.

Note 2. Restatement " -->

Note 2. Restatement

1. We note your restatement adjustment related to SPT’s supply agreement and to your net
deferred tax valuation allowance. Tell us whether and how these issues were addressed in your
management report on internal control over financial reporting, or tell us how you determined that
these errors did not constitute material weaknesses. It would not appear that you would have
remediated the SPT supply agreement error as of December 31, 2004 based on the announcement you
made on December 30, 2004.

Response: The restatement adjustments referenced in your comment letter (i.e. those related
to the SPT supply agreement and the net deferred tax valuation allowances) were evaluated in

conjunction with our management report on internal control over financial reporting; however,
neither matter was determined by management to be the result of a material weakness.

Supply agreement

Management determined that the restatement adjustment related to the SPT supply agreement did not
result from a material weakness in internal control over financial reporting at December 31, 2004.
In making its determination management considered the likelihood of a potential recurrence, the
materiality of the adjustment and the compensating controls put into place before December 31,
2004, as discussed below.

The supply agreement was entered into in 2000, that is, five years ago. In November 2004, during
the US GAAP audit of the separate financial statements of SPT pursuant to Rule 3-09 of Regulation
S-X, additional viewpoints by SPT’s independent registered public accounting firm were presented to
Goodyear as to the substance of the supply agreement transaction. Although Goodyear believed that
the accounting for the supply agreement was appropriate based on its understanding of the substance
of the transaction in 2000 and forward, Goodyear reconsidered its accounting for the supply
agreement in light of the views presented in November 2004, and concluded that there was a
misapplication of US GAAP to this transaction back in 2000.

The restatement adjustment
related to the supply agreement increased income before taxes by less than $1
million in 2004 and 2003, had no effect in 2002 and 2001 and reduced
income before taxes by $6.9 million in
2000. The impact of this restatement adjustment was not considered to be material, from either a
quantitative or qualitative perspective, to the Company’s consolidated financial statements for any
period affected.

The Company implemented a new compensating control in 2004 that requires SPT accounting matters
relating to US GAAP to be communicated, on a monthly basis, to the Company’s corporate accounting
staff in Akron, Ohio. In addition, monthly meetings are now held by Goodyear’s Asia/Pacific
management team as well as the corporate staff to discuss SPT’s operating results versus its annual
operating plan and prior year results. Together, these new controls provide additional assurance
that a similar situation is not likely to recur.

Deferred tax valuation allowance

Management determined that the restatement adjustment related to the deferred tax valuation
allowance did not result from a material weakness in internal control over financial reporting at
December 31, 2004. In making its determination management considered the likelihood of the
potential recurrence and the materiality of the adjustment, as discussed below.

Commencing in 2002, the Company incorrectly netted certain deferred tax liabilities related to tax
deductible intangible assets against deferred tax assets when initially recording its $1.2 billion
valuation allowance. As the deferred tax liabilities related to these intangible assets can only be
realized when the intangible assets are sold or impaired (which cannot be anticipated unless a

2

definite plan of sale exists), the deferred tax liabilities should not have been netted against
deferred tax assets. In 2004, Goodyear identified this matter and, accordingly, a restatement
adjustment of $11.5 million was made to its net deferred tax valuation allowance, of which $7.2
million should have been included in the original charge of $1.2 billion.

This restatement adjustment reduced net income in 2004 by only $1.8 million and did not have a
material impact on the Company’s consolidated financial statements for any period affected.

In evaluating this matter, management viewed the adjustment as an isolated event. It is unlikely
that a similar situation will recur because the Company has identified all such deferred tax
liabilities and has determined their impact on future provisions.

Item 9A. Controls and Procedures (Comments 2, 3 and 4)

2. In future filings,
please revise your disclosure to state the changes to your internal
control over financial reporting you are undertaking in fiscal year
2005 to remediate your “account reconciliation” material
weakness.

3. We note that your
Chief Executive Officer and Chief Financial Officer concluded your
“...disclosure controls were ineffective, as of
December 31, 2004 to provide reasonable assurance that
information the Company must disclose in reports with the SEC is
properly recorded, processed and summarized and then reported as
required.” In future filings, revise your disclosure to clarify,
if true, that your officers concluded that your disclosure controls
and procedures are ineffective within reasonable assurance to ensure
that information required to be disclosed by you in the reports that
you file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the
Commission’s rules and forms and to ensure that information
required to be disclosed by an issuer in the reports that it files or
submits under the Exchange Act is accumulated and communicated to
your management, including its principal executive and principal
financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.
Otherwise, please simply conclude that your disclosure controls and
procedures are ineffective. Refer to exchange Act Rules 13a-15(e) and
15d-15(e) for the full definition of disclosure controls and
procedures.

4. We note your
disclosure that “Other than as described above, there have been
no changes in the Company’s internal control over financial
reporting during the period covered by this report that have
materially affected, or are reasonably likely to materially affect,
the Company’s internal control over financial reporting.” In
future filings, revise your disclosure to state clearly, if correct,
that there were changes in your internal control over financial
reporting that occurred during this period covered by your report
that have materially affected, or are reasonably likely to materially
affect, your internal control over financial reporting. You may then
cross-reference to your discussion of the changes made.

Response to 2, 3 and 4: In future filings, the Company will revise its disclosures in order to address the matters set
forth in comments 2, 3 and 4 of the comment letter.

As requested in the comment letter, the Company hereby acknowledges that (i) it is responsible for
the adequacy and accuracy of the disclosure in the filing, (ii) comments from the Commission Staff
or changes to disclosure in response to such comments do not foreclose the Commission from taking
any action with respect to the filing, and (iii) the Company may not assert comments of the
Commission Staff as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Please direct any questions, comments and advice of the Commission Staff to me at 330-796-0061
(fax: 330-796-2338) or Mike Peterson, Goodyear Attorney at 330-796-4141 (fax: 330-796-8836).

    Respectfully submitted,

    THE GOODYEAR TIRE & RUBBER
COMPANY

    By:
    /s/ Thomas A. Connell

    Thomas A. Connell

    Vice President and Controller

3

<DOCUMENT>
<TYPE>LETTER
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<TEXT>

Mail Stop 0510

April 8, 2005

via U.S. mail and facsimile

Richard J. Kramer
Executive Vice President
1144 East Market Street
Akron, Ohio  44316-0001

	RE:	The Goodyear Tire & Rubber Company
		Form 10-K for the fiscal year ended December 31, 2004
		Filed March 16, 2005

		File No. 1-01927

Dear Mr. Kramer:

      We have limited our review of the above referenced filing to
your Section 404 of the Sarbanes-Oxley Act of 2002 reports; Item
307
of Regulation S-K disclosures; restatements of your financial
statements disclosures; and compliance with Rule 3-09 of
Regulation
S-X.  Our review of your filing was solely to determine compliance
with comments issued during the course of this review.  Other than
as
discussed above, no further review of your periodic reports has
been
or will be made.

      Where indicated, we think you should revise your disclosures
in
future filings in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2004

Note 2.  Restatement

1. We note your restatement adjustment related to SPT`s supply
agreement and to your net deferred tax valuation allowance.  Tell
us
whether and how these issues were addressed in your management
report
on internal control over financial reporting, or tell us how you
determined that these errors did not constitute material
weaknesses.
It would not appear that you would have remediated the SPT supply
agreement error as of December 31, 2004 based on the announcement
you
made on December 30, 2004.

Item 9A.  Controls and Procedures.

2. In future filings, please revise your disclosure to state the
changes to your internal control over financial reporting you are
undertaking in fiscal year 2005 to remediate your "account
reconciliations" material weakness.

3. We note that your Chief Executive Officer and Chief Financial
Officer concluded your "...disclosure controls were ineffective,
as
of December 31, 2004 to provide reasonable assurance that
information
the Company must disclosed in reports with the SEC is properly
recorded, processed and summarized and then reported as required."
In future filings, revise your disclosure to clarify, if true,
that
your officers concluded that your disclosure controls and
procedures
are ineffective within reasonable assurance to ensure that
information required to be disclosed by you in the reports that
you
file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the
Commission`s rules and forms and to ensure that information
required
to be disclosed by an issuer in the reports that it files or
submits
under the Exchange Act is accumulated and communicated to your
management, including its principal executive and principal
financial
officers, or persons performing similar functions, as appropriate
to
allow timely decisions regarding required disclosure.  Otherwise,
please simply conclude that your disclosure controls and
procedures
are ineffective.  Refer to Exchange Act Rules 13a-15(e) and 15d-
15(e)
for the full definition of disclosure controls and procedures.

4. We note your disclosure that "Other than as described above,
there
have been no changes in the Company`s internal control over
financial
reporting during the period covered by this report that have
materially affected, or are reasonably likely to materially
affect,
the Company`s internal control over financial reporting."  In
future
filings, revise your disclosure to state clearly, if correct, that
there were changes in your internal control over financial
reporting
that occurred during this period covered by your report that have
materially affected, or are reasonably likely to materially
affect,
your internal control over financial reporting.  You may then
cross-
reference to your discussion of the changes made.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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 connection with responding to our comments, please
provide,
in writing, a statement from the company 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Tracey Houser, Staff Accountant, at (202)
942-
1989, or me at (202) 942-1798 if you have questions regarding
comments on the financial statements and related matters.

							Sincerely,

							John Hartz
							Senior Assistant Chief
Accountant

??

??

??

??

Mr. Kramer
The Goodyear Tire & Rubber Company
April 8, 2005
Page 1 of 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
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CORRESPONDENCE

THE GOODYEAR TIRE & RUBBER COMPANY

Akron, Ohio 44316-0001

March 23, 2005
LAW DEPARTMENT

VIA EDGAR

Ms. Jennifer Hardy

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, NW

Washington, DC 20549-0404

    RE:

    The Goodyear Tire & Rubber Company — File Number 1-1927:

    Preliminary Proxy Statement on Schedule 14A Filed on March 9, 2005

     This letter is in response to the letter, dated March 18, 2005 (the “comment letter”), from
Ms. Jennifer Hardy, Branch Chief of the Division of Corporation Finance, Securities and Exchange
Commission, to Mr. Michael R. Peterson, attorney for The Goodyear Tire & Rubber Company (the
“Company”), regarding the comments of the Commission Staff of the Securities and Exchange
Commission with respect to the Company’s Preliminary Proxy Statement on Schedule 14A filed on March
9, 2005 (the “Proxy Statement”). The comments are limited to Item 2 of the Proxy, which proposes
an amendment to the Company’s Code of Regulations to permit the Company to notify shareholders of
meetings by electronic or other means of communication.

     For the convenience of the Commission Staff, each numbered paragraph response herein
corresponds to the same numbered paragraph in the comment letter.

     The Company respectfully submits the following information and comments with respect to each
comment contained in the comment letter.

1.    Please disclose that when a document is provided through electronic media, the recipient
will have comparable access to the information as if it were delivered in paper.

The Company will include the following language in its description of Item 2 of the
Proxy Statement: “When a document is provided through electronic means, the
shareholder will have comparable access to the information as if it were delivered
on paper.”

2.    Please disclose how you will confirm that the investor has appropriate notice and access
to the information.

The Company will include the following language in its description of Item 2 of the
Proxy Statement: “Shareholders will be sent an email around the same time as the
paper mailing containing a link to the documents, and the documents will remain
posted until all shareholders have cast their votes and the meeting has been
adjourned. Shareholders will also be able to download and print all of the
delivered documents.”

3.    We note Exhibit B, which states that notice of annual meetings may be waived by
shareholders. Supplementally, please clarify how this procedure complies with Rule 14a-3.

The Company notes that the waiver of notice provision in Exhibit B is expressly
permitted by Section 1701.42 of the Ohio Revised Code. A similar provision is
contained in Delaware law at Section 229 of the Delaware General Corporation Law and
a number of public companies have such a provision in their By-Laws. Rule 14a-3(a),
while addressing proxy statement delivery requirements, does not address the manner
in which notice of meetings must be given to shareholders, which is a matter
governed by state law. There may be instances, though rare, in which a shareholder
who receives a proxy statement pursuant to Rule 14a-3 may validly waive notice of
the meeting under state law. For example, under Ohio law, and as set forth in
Exhibit B, notice of a meeting must be given not less than seven or more than sixty
days before the date fixed for a meeting of shareholders. There may be instances in
which the notice provided by the Company does not comply with this requirement. In
such cases, the failure to meet this requirement may be waived by the shareholder.
The Company acknowledges, however, that any solicitation of proxies would have to
comply with the information delivery requirements of Rule 14a-3.

     As requested in the comment letter, the Company hereby acknowledges that (i) it is responsible
for the adequacy and accuracy of the disclosure in its filings, (ii) comments from the Commission
Staff or changes to disclosure in response to such comments do not foreclose the Commission from
taking any action with respect to the filing, and (iii) the Company may not assert comments of the
Commission Staff as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

     Please direct any questions, comments and advice of the Commission Staff to me at 330-796-4141
(fax: 330-796-8836).

    Respectfully submitted,

THE GOODYEAR TIRE & RUBBER COMPANY

    By:
    /s/ Michael R. Peterson

    Michael R. Peterson

    Attorney

2

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
      Mail Stop 0510

      March 18, 2005

By U.S. Mail and Facsimile to (330) 796-8836

Michael R. Peterson, Esq.
The Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio 44316-0001

Re:	The Goodyear Tire & Rubber Company
	Preliminary Proxy Statement on Schedule 14A
	Filed on March 9, 2005
 	File No. 1-01927

Dear Mr. Peterson:

      This is to advise you that we reviewed only those portions
of
the above filings that relate to Proxy Item 2, amendment to the
code
of regulations to permit the company to notify shareholders of
shareholder meetings by electronic or other means of
communication.
We have the following comments in that regard.  No further review
of
the filing has been or will be made.

      Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

1. Please disclose that when a document is provided through
electronic media, the recipient will have comparable access to the
information as if it were delivered in paper.

2. Please disclose how you will confirm that the investor has
appropriate notice and access to the information.

3. We note Exhibit B, which states that notice of annual meetings
may
be waived by shareholders. Supplementally, please clarify how this
procedure complies with Rule 14a-3.

Closing Comments

      Please respond to these comments by filing an amendment to
your
filing and providing the supplemental information requested.
Please
provide us with a supplemental response that addresses each of our
comments and notes the location of any corresponding revisions
made
in your filing.  Please also note the location of any material
changes made for reasons other than responding to our comments.
Please file your supplemental response on EDGAR as a
correspondence
file.  We may raise additional comments after we review your
responses and amendment.

	To expedite our review, you may wish to provide complete
packages to each of the persons named below.  Each package should
include a copy of your response letter and any supplemental
information, as well as the amended filing, marked to indicate any
changes.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
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 connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct questions to Brigitte Lippmann, at (202) 942-
0755, or me at (202) 942-2864.

Sincerely,

Jennifer Hardy
Branch Chief

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Michael R. Peterson, Esq.
The Goodyear Tire & Rubber Company
March 18, 2005
Page 1 of 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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