SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

THE GOODYEAR TIRE & RUBBER COMPANY

(Exact Name of Registrant as Specified in its Charter)

Ohio		34-0253240
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)
1144 East Market Street, Akron, Ohio		44316-0001
(Address of Principal Executive Offices)		(Zip Code)

(330) 796-2121
(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ       No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ       Accelerated filer o Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o       No þ

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Number of Shares of Common Stock,
Without Par Value, Outstanding at September 30, 2007:  211,139,077

 

 

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions, except per share amounts)		2007				2006				2007				2006
NET SALES		$	5,064			$	4,913			$	14,484			$	14,113
Cost of Goods Sold			4,051				4,060				11,759				11,620
Selling, Administrative and General Expense			670				611				2,025				1,856
Rationalizations (Note 2)			2				137				24				210
Interest Expense			106				105				351				310
Other Income, Net (Note 3)			(33	)			(2	)			(14	)			(36	)
Minority Interest in Net Income of Subsidiaries			14				19				52				42
Income (Loss) from Continuing Operations before Income Taxes			254				(17	)			287				111
United States and Foreign Taxes			95				59				209				174
Income (Loss) from Continuing Operations			159				(76	)			78				(63	)
Discontinued Operations (Note 11)			509				28				472				91
NET INCOME (LOSS)		$	668			$	(48	)		$	550			$	28
Income (Loss) Per Share — Basic
Income (Loss) from Continuing Operations		$	0.76			$	(0.43	)		$	0.40			$	(0.36	)
Discontinued Operations			2.41				0.16				2.41				0.52
Net Income (Loss) Per Share — Basic		$	3.17			$	(0.27	)		$	2.81			$	0.16
Weighted Average Shares Outstanding (Note 4)			211				177				196				177
Income (Loss) Per Share — Diluted
Income (Loss) from Continuing Operations		$	0.67			$	(0.43	)		$	0.39			$	(0.36	)
Discontinued Operations			2.08				0.16				2.05				0.52
Net Income (Loss) Per Share — Diluted		$	2.75			$	(0.27	)		$	2.44			$	0.16
Weighted Average Shares Outstanding (Note 4)			244				177				229				177

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

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)

		September 30,				December 31,
(In millions)		2007				2006
Assets:
Current Assets:
Cash and Cash Equivalents		$	2,933			$	3,862
Restricted Cash			183				214
Accounts and Notes Receivable, less Allowance — $91 ($98 in 2006)			3,804				2,800
Inventories:
Raw Materials			597				663
Work in Process			149				135
Finished Products			2,350				1,803
			3,096				2,601
Prepaid Expenses and Other Current Assets			297				289
Current Assets of Discontinued Operations (Note 11)			—				413
Total Current Assets			10,313				10,179
Goodwill			697				662
Intangible Assets			166				166
Deferred Income Tax			112				150
Other Assets and Deferred Pension Costs			468				453
Long Term Assets of Discontinued Operations (Note 11)			—				352
Properties and Plants, less Accumulated Depreciation — $8,264 ($7,673 in 2006)			5,286				5,067
Total Assets		$	17,042			$	17,029
Liabilities:
Current Liabilities:
Accounts Payable-Trade		$	2,252			$	1,945
Compensation and Benefits			968				883
Other Current Liabilities			738				811
Current Liabilities of Discontinued Operations (Note 11)			—				157
United States and Foreign Taxes			248				222
Notes Payable and Overdrafts (Note 5)			219				243
Long Term Debt and Capital Leases due within one year (Note 5)			163				405
Total Current Liabilities			4,588				4,666
Long Term Debt and Capital Leases (Note 5)			4,675				6,562
Compensation and Benefits (Note 7)			4,105				4,935
Long Term Liabilities of Discontinued Operations (Note 11)			—				47
Deferred and Other Noncurrent Income Taxes			285				320
Other Long Term Liabilities			675				380
Minority Equity in Subsidiaries			915				877
Total Liabilities			15,243				17,787
Commitments and Contingent Liabilities (Note 8)
Shareholders’ Equity (Deficit):
Preferred Stock, no par value:
Authorized, 50 shares, unissued			—				—
Common Stock, no par value:
Authorized, 450 shares, Outstanding shares – 211 (178 in 2006) after deducting 11 treasury shares (18 in 2006)			211				178
Capital Surplus (Note 12)			2,349				1,427
Retained Earnings			1,550				968
Accumulated Other Comprehensive Loss (Note 7)			(2,311	)			(3,331	)
Total Shareholders’ Equity (Deficit)			1,799				(758	)
Total Liabilities and Shareholders’ Equity (Deficit)		$	17,042			$	17,029

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

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions)		2007				2006				2007				2006
Net Income (Loss)		$	668			$	(48	)		$	550			$	28
Other Comprehensive Income (Loss):
Minimum pension liability			—				—				—				(5	)
Defined benefit plans:
Prior service credit from plan amendment during period			—				—				533				—
Amortization of prior service cost and unrecognized gains and losses included in net periodic benefit cost			39				—				136				—
Less: Taxes			(6	)			—				(19	)			—
Minority interest			(3	)			—				(13	)			—
Increase in net actuarial losses			(27	)			—				(39	)			—
Less: Taxes			(2	)			—				(2	)			—
Minority interest			(1	)			—				2				—
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailment and divestitures			(3	)			—				130				—
Less: Taxes			(10	)			—				(10	)			—
			(13	)			—				718				—
Foreign currency translation gain			157				(3	)			303				75
Tax on derivative reclassification adjustment			—				—				—				(3	)
Unrealized investment gain (loss)			2				1				(1	)			(10	)
Comprehensive Income (Loss)		$	814			$	(50	)		$	1,570			$	85

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

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

		Nine Months Ended
		September 30,
(In millions)		2007				2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income		$	550			$	28
Less: Discontinued operations			472				91
Income (Loss) from Continuing Operations			78				(63	)
Adjustments to reconcile income (loss) from continuing operations to cash flows from operating activities:
Depreciation and amortization			453				471
Amortization and write-off of debt issuance costs			39				14
Deferred tax provision			26				(22	)
Net rationalization charges (Note 2)			24				210
Net gains on asset sales (Note 3)			(29	)			(2	)
Fire loss expense			11				—
Minority interest and equity earnings			51				41
Pension contributions			(509	)			(435	)
Rationalization payments			(62	)			(68	)
Insurance recoveries			7				43
Changes in operating assets and liabilities, net of asset acquisitions and dispositions:
Accounts and notes receivable			(827	)			(623	)
Inventories			(360	)			(376	)
Accounts payable – trade			235				155
Compensation and benefits			290				310
Other current liabilities			(60	)			(78	)
Other long term liabilities			(25	)			(3	)
Other assets and liabilities			(35	)			(64	)
TOTAL OPERATING CASH FLOWS FROM CONTINUING OPERATIONS			(693	)			(490	)
Discontinued operations			13				77
TOTAL CASH FLOWS FROM OPERATING ACTIVITIES			(680	)			(413	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures			(450	)			(415	)
Asset dispositions			55				5
Asset acquisitions			—				(41	)
Decrease in restricted cash			31				34
Insurance proceeds			3				—
TOTAL INVESTING CASH FLOWS FROM CONTINUING OPERATIONS			(361	)			(417	)
Discontinued operations			1,435				(21	)
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES			1,074				(438	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Short term debt and overdrafts incurred			48				60
Short term debt and overdrafts paid			(115	)			(76	)
Long term debt incurred			138				170
Long term debt paid			(2,312	)			(186	)
Debt issuance costs			(18	)			—
Common stock issued			955				5
Dividends paid to minority shareholders			(95	)			(12	)
TOTAL FINANCING CASH FLOWS FROM CONTINUING OPERATIONS			(1,399	)			(39	)
Discontinued operations			(9	)			3
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES			(1,408	)			(36	)
Net Change in Cash of Discontinued Operations			27				(3	)
Effect of exchange rate changes on cash and cash equivalents			58				38
Net Change in Cash and Cash Equivalents			(929	)			(852	)
Cash and Cash Equivalents at Beginning of the Period			3,862				2,138
Cash and Cash Equivalents at End of the Period		$	2,933			$	1,286

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

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1. ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by The Goodyear Tire & Rubber Company (“Goodyear”, “we”, “us” or “our”) in accordance with Securities and Exchange Commission rules and regulations and in the opinion of management contain all adjustments (including normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2006, as retrospectively adjusted to reflect the treatment of the Engineered Products business as a discontinued operation by our Current Report on Form 8-K filed May 3, 2007 and as retrospectively adjusted to reflect the release of the guarantor subsidiaries that were sold as part of the Engineered Products business from their obligations under their guarantees by our Current Report on Form 8-K filed August 24, 2007 (collectively, the “2006 Form 10-K”).

     Operating results for the three and nine month periods ended September 30, 2007 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2007.

     As discussed in Note 11, the results of operations, financial position and cash flows of our Engineered Products business, previously a reportable operating segment, have been reported as discontinued operations for all periods presented. Unless otherwise indicated, all disclosures in the notes to the unaudited interim consolidated financial statements relate to our continuing operations.

Recently Issued Accounting Standards

The Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 155, “Accounting for Certain Hybrid Financial Instruments” (“SFAS No. 155”), in February 2006. SFAS No. 155 amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” and addresses the application of SFAS No. 133 to beneficial interests in securitized financial assets. SFAS No. 155 establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation. Additionally, SFAS No. 155 permits fair value measurement for any hybrid financial instrument that contains an embedded derivative that would otherwise require bifurcation. SFAS No. 155 is effective for fiscal years beginning after September 15, 2006. We adopted SFAS No. 155 on January 1, 2007. The adoption of SFAS No. 155 did not have a significant impact on our results of operations or financial position.

     The FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets an amendment of FASB Statement No. 140” (“SFAS No. 156”), in March 2006. SFAS No. 156 requires a company to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset. The servicing asset or servicing liability is initially recognized at fair value. A company will then be permitted to choose to subsequently recognize servicing assets and liabilities using the amortization method or fair value measurement method. SFAS No. 156 is effective for fiscal years beginning after September 15, 2006. We adopted SFAS No. 156 on January 1, 2007. The adoption of SFAS No. 156 did not have a significant impact on our results of operations or financial position.

     In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109” (“FIN No. 48”). FIN No. 48 clarifies the criteria that must be met prior to recognizing the financial statement benefit of an uncertain position taken in a tax return and requires companies to include additional qualitative and quantitative disclosures related to such positions within their financial statements. The disclosures include potential tax benefits from positions taken for tax return purposes that have not been recognized for financial reporting purposes and a tabular presentation of significant changes during each annual period. The disclosures also include a discussion of the nature of uncertainties, factors which could cause a change, and an estimated range of reasonably possible

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

changes in tax uncertainties. FIN No. 48 requires a company to recognize a financial statement benefit for a position taken for tax return purposes when it is more-likely-than-not that the position will be sustained. We adopted FIN No. 48 on January 1, 2007. The adoption resulted in an increase in the opening balance of retained earnings and a decrease in goodwill as of January 1, 2007 of $32 million and $5 million, respectively, for tax benefits not previously recognized under historical practice.

     In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 addresses how a company should measure fair value when it is required to use a fair value measure for recognition and disclosure purposes under generally accepted accounting principles. SFAS No. 157 will require the fair value of an asset or liability to be based on a market based measure which will reflect the credit risk of the company. SFAS No. 157 will also require expanded disclosure requirements which will include the methods and assumptions used to measure fair value and the effect of fair value measures on earnings. SFAS No. 157 will be applied prospectively and will be effective for fiscal years beginning after November 15, 2007. We are currently assessing the impact SFAS No. 157 will have on our consolidated financial statements.

     The FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment of FASB Statement No. 115” (“SFAS No. 159”) in February 2007. SFAS No. 159 permits a company to choose to measure many financial instruments and other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing a company with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. A company shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. SFAS No. 159 will be effective for fiscal years that begin after November 15, 2007. We are currently assessing the impact SFAS No. 159 will have on our consolidated financial statements.

Reclassification

Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation.

NOTE 2. COSTS ASSOCIATED WITH RATIONALIZATION PROGRAMS

To maintain global competitiveness, we have implemented rationalization actions over the past several years for the purpose of reducing excess and high-cost manufacturing capacity and to reduce associate headcount.

     The following table shows the reconciliation of our liability between periods:

		Associate-				Other Than
(In millions)		Costs related				Associate-related Costs				Total
Balance at December 31, 2006		$	77			$	20			$	97
First half charges			12				16				28
Incurred			(29	)			(21	)			(50	)
Reversed to the statement of operations			(5	)			(1	)			(6	)
Balance at June 30, 2007		$	55			$	14			$	69
Third quarter charges			3				4				7
Incurred			(10	)			(12	)			(22	)
Reversed to the statement of operations			(4	)			(1	)			(5	)
Balance at September 30, 2007		$	44			$	5			$	49

During the third quarter of 2007, $2 million of net charges were recorded. New charges of $7 million were comprised of $2 million of associate severance costs for plans initiated in 2007 and $5 million for plans initiated in 2006. Of the $5 million for plans initiated in 2006, $1 million was related to associate severance costs and the remaining $4 million was primarily for other exit costs and non-cancelable lease costs. The third quarter of 2007 includes the reversal of $5 million of reserves for rationalization actions no longer needed for their originally-intended purposes.

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     For the first nine months of 2007, $24 million ($21 million after-tax or $0.09 per share) of net charges were recorded. New charges of $35 million were comprised of $7 million for plans initiated in 2007 and $28 million for plans initiated in 2006. New charges of $7 million for the 2007 plans related to associate severance costs. The $28 million of new charges for 2006 plans consist of $8 million of associate-related costs and $20 million primarily for other exit costs and non-cancelable lease costs. The first nine months of 2007 includes the reversal of $11 million of reserves for actions no longer needed for their originally-intended purposes. Approximately 200 associates will be released under programs initiated in 2007, of which 65 were released by September 30, 2007.

     The accrual balance of $49 million at September 30, 2007 includes approximately $7 million related to long-term non-cancelable lease costs and approximately $42 million of associate and other costs that are expected to be substantially utilized within the next 12 months.

     In addition to the liabilities discussed above, we retained restructuring liabilities related to our Engineered Products business, which was sold on July 31, 2007. At September 30, 2007, $4 million of restructuring liabilities are recorded in Other current liabilities.

     Accelerated depreciation charges of $6 million and $31 million were recorded as Cost of goods sold in the three and nine months ended September 30, 2007, respectively, primarily for fixed assets to be taken out of service in connection with the elimination of tire production at our Tyler, Texas and Valleyfield, Quebec facilities.

     During the third quarter of 2006, $137 million ($125 million after-tax or $0.70 per share) of net charges were recorded and were comprised of $132 million of associate-related costs and $5 million primarily for non-cancelable lease costs for plans initiated in 2006. The $132 million of associate-related costs consisted of approximately $52 million of cash charges primarily for severance related costs and approximately $80 million related to non-cash pension and postretirement benefit curtailment charges and termination benefits. Additionally, in the third quarter, $1 million of associate-related costs were recorded for a plan initiated in 2005 and $1 million of reversals were recorded for actions no longer needed for their originally-intended purpose.

     For the first nine months of 2006, $210 million ($183 million after-tax or $1.03 per share) of net charges were recorded. New charges of $213 million were comprised of $209 million for plans initiated in 2006 and $4 million for plans initiated in 2005 for associate-related costs. The $209 million of new charges for 2006 plans consisted of $198 million of associate-related costs and $11 million primarily for non-cancelable lease costs. The $198 million of associate-related costs consisted of approximately $118 million related primarily to associate-related severance costs and approximately $80 million related to non-cash pension and postretirement benefit curtailment charges and termination benefits. The first nine months of 2006 includes the reversal of $3 million of reserves for actions no longer needed for their originally-intended purposes. Approximately 4,835 associates will be released under programs initiated in 2006, of which 3,740 were released by September 30, 2007.

     During the three and nine months ended September 30, 2006, $7 million and $52 million, respectively, of accelerated depreciation charges were recorded in Cost of goods sold for fixed assets taken out of service in connection with the closure of the Washington, United Kingdom facility and the Upper Hutt, New Zealand plant closure. Charges of $2 million of accelerated depreciation in Selling, administrative and general expense were recorded during the nine months ended September 30, 2006.

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 3. OTHER INCOME, NET

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions)		2007				2006				2007				2006
Asset sales		$	(10	)		$	—			$	(29	)		$	(2	)
Interest income			(36	)			(15	)			(92	)			(50	)
Financing fees			11				10				78				30
Fire loss (recovery) expense			(1	)			—				11				—
Foreign currency exchange			4				4				18				1
General & product liability – discontinued products (Note 8)			6				1				14				10
Royalty Income			(3	)			(3	)			(8	)			(7	)
Equity in earnings of affiliates			(1	)			1				(4	)			(6	)
Latin American legal matter			—				—				—				(15	)
Miscellaneous			(3	)			—				(2	)			3
		$	(33	)		$	(2	)		$	(14	)		$	(36	)

Other income, net was $33 million of income in the 2007 third quarter, an increase of $31 million, compared to $2 million of income in the 2006 third quarter. The increase was driven primarily by higher interest income in 2007 of $21 million on higher cash deposits. Also included in the third quarter were gains on asset sales of $10 million, which included a $9 million gain on the sale of property in North American Tire.

     Other income, net was $14 million of income for the first nine months of 2007, a decrease of $22 million, compared to $36 million of income for the first nine months of 2006. Higher 2007 financing fees included $33 million related to the redemption of $315 million of long term debt, of which $28 million was a cash premium paid on the redemption and $5 million was deferred financing fee write-offs. Also included in the higher financing fees were $14 million of debt issuance costs written-off in connection with our refinancing activities in April 2007. In March 2007, we incurred a fire in our Thailand facility, which has resulted in a loss of $11 million, net of insurance proceeds, for the first nine months of 2007. Also, we incurred higher losses of $17 million on foreign currency exchange for the first nine months of 2007 primarily as a result of the weakening of the U.S. dollar versus the Chilean peso, Colombian peso, and the Brazilian real. The 2006 period includes a $15 million gain resulting from a favorable settlement of a legal matter in Latin American Tire. The increase in expense was partially offset by higher gains on asset sales of $27 million in 2007 related to sales of property primarily in North American Tire and Asia Pacific Tire and higher interest income of $42 million on higher cash deposits.

NOTE 4. PER SHARE OF COMMON STOCK

Basic earnings per share are computed based on the average number of common shares outstanding.

     There are contingent conversion features included in our $350 million 4% Convertible Senior Notes due 2034 (“the Notes”), issued on July 2, 2004. Since the applicable stock price condition was met, the Notes were convertible in the first, second and third quarters of 2007, except for the first 11 trading days of each fiscal quarter. In addition, if the applicable conditions are met, the Notes may be convertible in future fiscal quarters. If all of the Notes outstanding are surrendered for conversion, the aggregate number of additional shares of common stock issued would be approximately 29 million.

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     The following table presents the number of incremental weighted average shares used in computing diluted per share amounts:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions)		2007				2006				2007				2006
Average shares outstanding – basic			211				177				196				177
4% Convertible Senior Notes due 2034			29				—				29				—
Stock Options and other dilutive securities			4				—				4				—
Average shares outstanding – diluted			244				177				229				177

Our average shares outstanding increased primarily due to our public equity offering of 26,136,363 common shares on May 22, 2007. Refer to Note 12 for further information on the equity offering.

     Weighted average shares outstanding – diluted for the three and nine months ended September 30, 2006, excluded approximately 29 million contingently issuable shares as their inclusion would have been anti-dilutive due to insufficient earnings. Also, approximately 8 million equivalent shares for the three and nine months ended September 30, 2006 related to options with exercise prices less than the average market price of our common shares (i.e., “in-the-money” options) were excluded as their inclusion would have been anti-dilutive due to our loss from continuing operations.

     Additionally, weighted average shares outstanding – diluted excluded approximately 7 million equivalent shares for the three and nine months ended September 30, 2007, and excluded approximately 19 million equivalent shares for the three and nine months ended September 30, 2006, related to options with exercise prices greater than the average market price of our common shares (i.e. “underwater” options).

     The following table presents the computation of adjusted income (loss) from continuing operations and adjusted net income (loss) used in computing income (loss) from continuing operations – per share diluted and Net income (loss) per share – diluted, respectively. The computation of adjusted income (loss) from continuing operations assumes that after-tax interest costs incurred on the Notes would have been avoided had the Notes been converted as of July 1 for the three months ended September 30, 2007 and January 1 for the nine months ended September 30, 2007. Adjusted net income (loss) for the three and nine months ended September 30, 2006 do not include the after-tax interest costs as the Notes were anti-dilutive.

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions)		2007				2006				2007				2006
Income (Loss) from continuing operations		$	159			$	(76	)		$	78			$	(63	)
After-tax impact of 4% Convertible Senior Notes due 2034			4				—				12				—
Adjusted Income (Loss) from continuing operations			163				(76	)			90				(63	)
Discontinued Operations			509				28				472				91
Adjusted Net Income (Loss)		$	672			$	(48	)		$	562			$	28

NOTE 5. FINANCING ARRANGEMENTS

At September 30, 2007, we had total credit arrangements totaling $7,655 million, of which $2,141 million were unused, compared to $8,196 million and $533 million, respectively, at December 31, 2006.

Notes Payable and Overdrafts, Long Term Debt and Capital Leases due Within One Year and Short Term Financing Arrangements

At September 30, 2007, we had short term committed and uncommitted credit arrangements totaling $524 million, of which $305 million was unused, compared to $479 million and $236 million, respectively, at December 31, 2006. These arrangements are available primarily to certain of our international subsidiaries through various banks at quoted market interest rates.

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     The following table presents amounts due within one year:

		September 30,				December 31,
(In millions)		2007				2006
Notes payable and overdrafts		$	219			$	243
Weighted average interest rate			6.69	%			5.60	%
Long term debt and capital leases due within one year:
8 1/2% due 2007		$	—			$	300
6 3/8% due 2008			100				—
U.S. Revolving credit facility			—				37
Other (including capital leases)			63				68
		$	163			$	405
Weighted average interest rate			6.65	%			8.34	%
Total obligations due within one year		$	382			$	648

Long Term Debt and Capital Leases and Financing Arrangements

At September 30, 2007, we had long term credit arrangements totaling $7,131 million, of which $1,836 million were unused, compared to $7,717 million and $297 million, respectively, at December 31, 2006.

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     The following table presents long term debt and capital leases, net of unamortized discounts, and interest rates:

		September 30,								December 31,
						Interest								Interest
(In millions)		2007				Rate				2006				Rate
Notes:
8 1/2% due 2007		$	—				—			$	300				8 1/2	%
6 3/8% due 2008			100				6 3/8	%			100				6 3/8	%
Floating rate notes due 2009			496				9.13	%			495				9.14	%
7 6/7% due 2011			650				7 6/7	%			650				7 6/7	%
8.625% due 2011			325				8.625	%			500				8.625	%
Floating rate notes due 2011			200				13.71	%			200				13.70	%
11% due 2011			449				11	%			448				11	%
9% due 2015			260				9	%			400				9	%
7% due 2028			149				7	%			149				7	%
4% Convertible Senior Notes due 2034			350				4	%			350				4	%
Bank term loans:
€155 million senior secured European term loan due 2010			—				—				202				5.91	%
$300 million third lien secured term loan due 2011			—				—				300				8.89	%
$1.2 billion second lien term loan facility due 2014			1,200				6.85	%			1,200				8.14	%
Pan-European accounts receivable facility due 2009			391				5.93	%			362				5.05	%
German revolving credit facility due 2012			—				—				204				6.42	%
U.S. Revolving credit facility			—				—				873				7.60	%
Other domestic and international debt			216				8.22	%			177				7.48	%
			4,786								6,910
Capital lease obligations			52								57
			4,838								6,967
Less portion due within one year			(163	)							(405	)
		$	4,675							$	6,562

The following table presents information about long term fixed rate debt, including capital leases, at September 30, 2007 and December 31, 2006:

		September 30,				December 31,
(In millions)		2007				2006
Carrying amount – liability		$	2,423			$	2,998
Fair value – liability			2,986				3,353

The fair value was estimated using quoted market prices or discounted future cash flows. The fair value exceeded the carrying amount at September 30, 2007 and December 31, 2006 due primarily to the impact of our stock price on the Convertible Senior Notes. The fair value of our variable rate debt approximated its carrying amount at September 30, 2007 and December 31, 2006.

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

April 20, 2007 Refinancing

On April 20, 2007, we refinanced three of our credit facilities. Significant changes to the amended and restated agreements include:

	•		With respect to our $1.5 billion first lien revolving credit facility, an extension of its maturity until 2013, a reduction of the applicable interest rate by between 50 and 75 basis points (depending on availability of undrawn amounts) and a more flexible covenant package.
	•		With respect to our $1.2 billion second lien term loan facility, an extension of its maturity until 2014, a reduction of the applicable interest rate by 100 basis points (further reduced by 25 basis points as of May 31, 2007 when our credit ratings were upgraded to BB- and Ba3) and a more flexible covenant package.
	•		With respect to our €505 million senior secured European credit facilities, the conversion of the existing €155 million term loan to a revolving facility, an extension of the facilities’ maturity until 2012, a reduction of the applicable interest rate by 75 basis points (as compared to the existing European revolving facility) and 37.5 basis points (as compared to the existing European term loan) and a more flexible covenant package.

     The aggregate amount of fees we paid in connection with the refinancing was approximately $19 million.

June 29, 2007 Debt Redemption

On June 29, 2007, we exercised our right to redeem $175 million of our $500 million 8.625% senior notes due 2011 and $140 million of our $400 million 9.00% senior notes due in 2015. A prepayment premium of $28 million was paid in connection with the redemption.

August 16, 2007 Debt Repayment

On August 16, 2007 we prepaid all outstanding borrowings under the $300 million third lien term loan at par.

$1.5 Billion Amended and Restated First Lien Revolving Credit Facility due 2013

The amended and restated first lien revolving credit facility is available in the form of loans or letters of credit, with letter of credit availability limited to $800 million. Subject to the consent of the lenders whose commitments are to be increased, we may request that the facility be increased by up to $250 million. Our obligations under the facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries. Our obligations under the facility and our subsidiaries’ obligations under the related guarantees are secured by first priority security interests in collateral that includes, subject to certain exceptions:

	•		U.S. and Canadian accounts receivable and inventory;
	•		certain of our U.S. manufacturing facilities;
	•		equity interests in our U.S. subsidiaries and up to 65% of the equity interests in our foreign subsidiaries, excluding Goodyear Dunlop Tires Europe B.V. (“GDTE”) and its subsidiaries; and
	•		substantially all other tangible and intangible assets, including equipment, contract rights and intellectual property.

     Availability under the facility is subject to a borrowing base, which is based on eligible accounts receivable and inventory, with reserves that are subject to adjustment from time to time by the administrative agent and the majority lenders at their discretion (not to be exercised unreasonably). Adjustments are based on the results of periodic collateral and borrowing base evaluations and appraisals. If at any time the amount of outstanding borrowings and letters of credit under the facility exceeds the borrowing base, we are required to prepay borrowings and/or cash collateralize letters of credit sufficient to eliminate the excess.

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     The facility, which matures on April 30, 2013, contains certain covenants that, among other things, limit our ability to incur additional debt or issue redeemable preferred stock, make certain restricted payments or investments, incur liens, sell assets (excluding the sale of our Engineered Products business and properties located in Akron, Ohio), incur restrictions on the ability of our subsidiaries to pay dividends to us, enter into affiliate transactions, engage in sale and leaseback transactions, and consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. These covenants are subject to significant exceptions and qualifications. In addition, in the event that the availability under the facility plus the aggregate amount of our Available Cash is less than $150 million, we will not be permitted to allow our ratio of EBITDA to Consolidated Interest Expense to be less than 2.0 to 1.0 for any period of four consecutive fiscal quarters. “Available Cash”, “EBITDA” and “Consolidated Interest Expense” have the meanings given them in the facility.

     The facility has customary representations and warranties including, as a condition to borrowing, material adverse change representations in our financial condition since December 31, 2006.

     For the 270-day period following the refinancing date and, thereafter, if the availability under the facility is greater than or equal to $400 million, amounts drawn under the facility will bear interest either (i) at a rate of 125 basis points over LIBOR or (ii) 25 basis points over an alternative base rate (the higher of the prime rate or the federal funds rate plus 50 basis points), and undrawn amounts under the facility will be subject to an annual commitment fee of 37.5 basis points. After the 270-day period following the refinancing date, if the availability under the facility is less than $400 million, then amounts drawn under the facility will bear interest either (i) at a rate of 150 basis points over LIBOR or (ii) 50 basis points over an alternative base rate, and undrawn amounts under the facility will be subject to an annual commitment fee of 25 basis points.

     At September 30, 2007, there were no borrowings under the revolving credit facility and $505 million of letters of credit were issued under the revolving credit facility. At December 31, 2006, we had $873 million outstanding under the revolving credit facility and $6 million of letters of credit issued under the revolving credit facility. At December 31, 2006, there were no borrowings and $500 million of letters of credit issued under the deposit-funded facility. The $500 million of letters of credit that were outstanding prior to the refinancing were transferred to the revolving credit facility in April 2007.

€505 Million Amended and Restated Senior Secured European and German Revolving Credit Facilities due 2012

These amended and restated facilities consist of a €350 million European revolving credit facility, with a €50 million letter of credit sublimit, and a €155 million German revolving credit facility. Goodyear and its domestic subsidiaries that secure our U.S. facilities provide unsecured guarantees to support these revolving credit facilities. GDTE and certain of its subsidiaries in the United Kingdom, Luxembourg, France and Germany also provide guarantees. GDTE’s obligations under the facilities and the obligations of its subsidiaries under the related guarantees are secured by first priority security interests in collateral that includes, subject to certain exceptions:

	•		the capital stock of the principal subsidiaries of GDTE; and
	•		substantially all of the tangible and intangible assets of GDTE and its subsidiaries in the United Kingdom, Luxembourg, France and Germany, including certain accounts receivable, inventory, real property, equipment, contract rights and cash and cash accounts, but excluding certain accounts receivable and cash accounts in subsidiaries that are or may become parties to securitization programs.

     The facilities, which mature on April 30, 2012, contain covenants similar to those in our first lien credit facility, with additional limitations applicable to GDTE and its subsidiaries. In addition, 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” and “Consolidated European J.V. EBITDA” have the meanings given them in the facilities.

     The facilities have customary representations and warranties including, as a condition to borrowing, material adverse change representations in our financial condition since December 31, 2006.

     Under the revolving credit facilities, we pay an annual commitment fee of 62.5 basis points on the undrawn portion of the commitments and loans bear interest at LIBOR plus 200 basis points for loans denominated in U.S. dollars or pounds

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

sterling and EURIBOR plus 200 basis points for loans denominated in euros.

     As of September 30, 2007 and December 31, 2006, there were $4 million of letters of credit issued and no borrowings under the European revolving credit facility. There were no borrowings as of September 30, 2007 and $204 million at December 31, 2006 under the German revolving credit facility. The $202 million in term loans that were outstanding at December 31, 2006 were transferred to the German revolving credit facility in April 2007 and subsequently repaid.

$1.2 Billion Amended and Restated Second Lien Term Loan Facility due 2014

The $1.2 billion in aggregate amount of term loans that were outstanding under this facility prior to the refinancing continue to be outstanding under the facility as amended and restated. Subject to the consent of the lenders making additional term loans, we may borrow incremental term loans under the facility in an amount up to $300 million. Our obligations under this facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries and are secured by second priority security interests in the same collateral securing our first lien credit facility. The second lien term loan facility, which matures on April 30, 2014, contains covenants similar to those in our first lien credit facility but is not subject to the financial covenant contained in that facility. However, if our ratio of Secured Indebtedness to EBITDA for any period of four consecutive fiscal quarters is greater than 3.0 to 1.0, before we may use cash proceeds from certain asset sales to repay any junior lien, senior unsecured or subordinated indebtedness, we must first offer to prepay borrowings under the second lien term loan facility. “Secured Indebtedness” and “EBITDA” have the meanings given them in the facility.

     Loans under this facility bear interest, at our option, at LIBOR plus 150 basis points or an alternative base rate plus 50 basis points. If our corporate ratings by Moody’s and Standard & Poor’s were to decline to B1 or less and B+ or less, respectively (or our outlook at our current rating level was negative), then loans under this facility will bear interest, at our option, at LIBOR plus 175 basis points or an alternative base rate plus 75 basis points. As of September 30, 2007 and December 31, 2006, this facility was fully drawn.

Debt Maturities

Significant updates to our debt maturities as disclosed in our 2006 Form 10-K are provided below and reflect the new maturity dates on our credit facilities as of December 31, 2006, discussed above.

		Twelve Months Ending December 31,
(In millions)		2007				2008				2009				2010				2011
Domestic		$	349			$	106			$	501			$	6			$	2,105
International			56				27				415				7				2
		$	405			$	133			$	916			$	13			$	2,107

NOTE 6. STOCK COMPENSATION PLANS

Our Board of Directors granted 1.7 million stock options and 1.2 million performance share units during the first quarter of 2007 under our 2005 Performance Plan. Additionally, we also granted 0.8 million reload options during the first nine months of 2007. The weighted average exercise price per share and weighted average fair value per share of these stock options was $25.57 and $11.87, respectively. We estimated the fair value of stock options using the following assumptions in our Black-Scholes model:

Expected term: 6.25 years
Interest rate: 4.61%
Volatility: 39.2%
Dividend yield: Nil

     We recognized stock-based compensation expense of $18 million ($18 million after-tax) and $54 million ($52 million after-tax) during the three and nine months ended September 30, 2007, respectively. As of September 30, 2007,

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

unearned compensation cost related to the unvested portion of all stock-based awards was approximately $84 million and is expected to be recognized over the remaining vesting period of the respective grants, through September 30, 2011. During the three and nine months ended September 30, 2006 we recognized stock-based compensation expense of $8 million ($8 million after-tax) and $18 million ($16 million after-tax), respectively.

NOTE 7. PENSION, SAVINGS AND OTHER POSTRETIREMENT BENEFIT PLANS

We provide substantially all employees with pension or savings benefits and substantially all domestic employees and employees at certain non-U.S. subsidiaries with health care and life insurance benefits upon retirement.

     On March 23, 2007, we announced an agreement to sell our Engineered Products business, which resulted in the recognition of curtailment and termination charges for both pensions and other postretirement benefit plans during the first quarter of 2007 of $72 million and a curtailment gain of $43 million for the salaried other postretirement benefit plan during the third quarter of 2007 upon completion of sale. Upon closing of the sale on July 31, 2007, we were required to remeasure the benefit obligations of our U.S. salaried other postretirement benefit plan using a discount rate of 6.0% compared to 5.5% at February 28, 2007. Under the terms of the Purchase and Sale Agreement for Engineered Products, we retained our obligations for pension and other postretirement benefits under our U.S. plans for Engineered Products’ existing retirees and employees eligible to retire as of July 31, 2007. Obligations for benefits under certain non-U.S. plans were not retained. A portion of U.S. net periodic cost for active employees of Engineered Products, and net periodic cost for certain non-U.S. plans have been included in Discontinued Operations.

     On February 28, 2007, we announced that we will freeze our U.S. salaried pension plans effective December 31, 2008 and will implement improvements to our defined contribution savings plan effective January 1, 2009. As a result of these actions, we recognized a curtailment charge of $64 million during the first quarter of 2007. On February 28, 2007, we also announced changes to our U.S. salaried other postretirement benefit plans effective January 1, 2008, including increasing the amounts that salaried retirees contribute toward the cost of their medical benefits, redesigning retiree medical benefit plans to minimize cost impact on premiums, and discontinuing company-paid life insurance for retirees. As a result of these actions, we were required to remeasure the benefit obligations of the affected plans, which resulted in the reduction of our U.S. pension obligation by $87 million and our obligation for other postretirement benefits by $529 million. The discount rate used to measure the benefit obligations of our U.S. salaried pension plans at February 28, 2007 and December 31, 2006 was 5.75%. The discount rate used to measure the benefit obligations of our U.S. salaried other postretirement benefit plans at February 28, 2007 was 5.50% compared to 5.75% at December 31, 2006.

     Significant changes from our December 31, 2006 disclosures as a result of the changes described above include:

	•		Decrease in Accumulated Other Comprehensive Loss of $131 million related to our U.S. pension plans.
	•		Decrease in Accumulated Other Comprehensive Loss of $535 million related to our other postretirement benefits.
	•		Increase in Accumulated Other Comprehensive Loss of $43 million during the third quarter of 2007 related to the U.S. salaried postretirement plan.
	•		Estimated prior service cost and net actuarial loss that will be amortized from Accumulated Other Comprehensive Loss into benefit cost in 2007 are $40 million and $56 million, respectively, for our U.S. pension plans and $2 million and $75 million, respectively, for our non-U.S. plans, compared to our previous estimate of $56 million and $59 million, respectively, for our U.S. pension plans and $4 million and $75 million, respectively, for our non-U.S. plans at December 31, 2006.
	•		Estimated prior service cost and net actuarial loss for other postretirement benefit plans that will be amortized from Accumulated Other Comprehensive Loss into other postretirement benefit cost in 2007 are a benefit of $5 million and expense of $10 million, respectively, compared to our previous estimate of $37 million and $10 million of expense, respectively, at December 31, 2006.
	•		The weighted average amortization period as disclosed for employees covered by our U.S. plans is approximately 20 years compared to our previous estimate of 13 years at December 31, 2006, as the U.S. salaried workforce is now considered inactive for pension amortization purposes.
	•		Estimated future benefit payments, net of retiree contributions, for other postretirement plans are revised as shown below:

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

		Other Benefits
		Without Medicare				Medicare Part D
(In millions)		Part D Subsidy				Subsidy Receipts
2007		$	245			$	(20	)
2008			211				(19	)
2009			205				(21	)
2010			200				(23	)
2011			194				(24	)
2012-2016			861				(136	)

Effective March 1, 2006, all active participants in the Brazil pension plan were converted to a defined contribution savings plan, resulting in the recognition of a curtailment gain. Further, the announcements of the elimination of tire production at our Tyler, Texas and Valleyfield, Quebec facilities resulted in the recognition of curtailment and termination charges for both pensions and other postretirement benefit plans during the third and fourth quarters of 2006, respectively.

     Pension cost follows:

						U.S.								U.S.
						Three Months Ended								Nine Months Ended
						September 30,								September 30,
(In millions)						2007				2006				2007				2006
Service cost – benefits earned during the period						$	18			$	21			$	62			$	68
Interest cost on projected benefit obligation							75				71				230				221
Expected return on plan assets							(90	)			(72	)			(262	)			(219	)
Amortization of:		- prior service cost					9				15				31				45
		- net losses					13				20				42				69
Net periodic pension cost							25				55				103				184
Curtailments/settlements							—				21				64				21
Termination benefits							—				11				—				11
Total pension cost						$	25			$	87			$	167			$	216

						Non-U.S.								Non-U.S.
						Three Months Ended								Nine Months Ended
						September 30,								September 30,
(In millions)						2007				2006				2007				2006
Service cost – benefits earned during the period						$	9			$	12			$	30			$	40
Interest cost on projected benefit obligation							38				34				112				99
Expected return on plan assets							(32	)			(29	)			(96	)			(85	)
Amortization of:		- prior service cost					1				1				2				3
		- net losses					18				19				56				53
Net periodic pension cost							34				37				104				110
Curtailments/settlements							—				—				—				(17	)
Total pension cost						$	34			$	37			$	104			$	93

We expect to contribute approximately $675 million to $700 million to our funded U.S. and non-U.S. pension plans in 2007. Our previous estimate, as reported in the Consolidated Financial Statements for the year ended December 31, 2006 was $700 million to $750 million. For the three and nine months ended September 30, 2007, we contributed $223 million and $381 million, respectively, to our domestic plans, and we contributed $41 million and $128 million, respectively, to our non-U.S. plans.

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     Substantially all employees in the U.S. and employees of certain non-U.S. locations are eligible to participate in a defined contribution savings plan. The expenses recognized for our contributions to these plans for the three months ended September 30, 2007 and 2006 were $8 million and $6 million, respectively, and $23 million and $19 million for the nine months ended September 30, 2007 and 2006, respectively.

     The Medicare Prescription Drug Improvement and Modernization Act provides plan sponsors a federal subsidy for certain qualifying prescription drug benefits covered under the sponsor’s postretirement health care plans. Our postretirement benefit costs are presented net of this subsidy.

     Postretirement benefit cost follows:

						Three Months Ended								Nine Months Ended
						September 30,								September 30,
(In millions)						2007				2006				2007				2006
Service cost – benefits earned during the period						$	2			$	6			$	11			$	16
Interest cost on projected benefit obligation							26				29				83				100
Amortization of:		- prior service cost					(3	)			10				(2	)			32
		- net losses					1				—				7				6
Net periodic postretirement benefit cost						$	26			$	45			$	99			$	154
Curtailments							—				34				—				34
Termination benefits							—				14				—				14
Total postretirement benefit cost						$	26			$	93			$	99			$	202

NOTE 8. COMMITMENTS AND CONTINGENT LIABILITIES

At September 30, 2007, we had binding commitments for raw materials and investments in land, buildings and equipment of approximately $1,368 million, and off-balance-sheet financial guarantees written and other commitments totaling $35 million.

Environmental Matters

We have recorded liabilities totaling $46 million and $43 million for anticipated costs related to various environmental matters, primarily the remediation of numerous waste disposal sites and certain properties sold by us, at September 30, 2007 and December 31, 2006, respectively. Of these amounts, $11 million and $9 million was included in Other current liabilities at September 30, 2007 and December 31, 2006, respectively. The costs include legal and consulting fees, site studies, the design and implementation of remediation plans, post-remediation monitoring and related activities and will be paid over several years. The amount of our ultimate liability in respect of these matters may be affected by several uncertainties, primarily the ultimate cost of required remediation and the extent to which other responsible parties contribute.

Workers’ Compensation

We have recorded liabilities, on a discounted basis, totaling $278 million and $269 million for anticipated costs related to workers’ compensation at September 30, 2007 and December 31, 2006, respectively. Of these amounts, $88 million and $106 million were included in Current Liabilities as part of Compensation and benefits at September 30, 2007 and December 31, 2006, respectively. The costs include an estimate of expected settlements on pending claims, defense costs and a provision for claims incurred but not reported. These estimates are based on our assessment of potential liability using an analysis of available information with respect to pending claims, historical experience, and current cost trends. The amount of our ultimate liability in respect of these matters may differ from these estimates.

General and Product Liability and Other Litigation

We have recorded liabilities totaling $464 million and $476 million for potential product liability and other tort claims, including related legal fees expected to be incurred, presently asserted against us, at September 30, 2007 and December 31, 2006, respectively. Of these amounts, $254 million and $260 million were included in Other current liabilities at September

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

30, 2007 and December 31, 2006, respectively. The amounts recorded were estimated on the basis of 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. We have recorded insurance receivables for potential product liability and other tort claims of $67 million and $66 million at September 30, 2007 and December 31, 2006, respectively. Of these amounts, $7 million and $9 million was included in Current Assets as part of Accounts and notes receivable at September 30, 2007 and December 31, 2006, respectively. We have restricted cash of $164 million and $193 million at September 30, 2007 and December 31, 2006, respectively, to fund certain of these liabilities. During the first quarter of 2007, $20 million of restricted cash became unrestricted.

Asbestos. We are a defendant in numerous lawsuits alleging various asbestos-related personal injuries purported to result from alleged exposure to certain asbestos products manufactured by us or present in certain of our facilities. Typically, these lawsuits have been brought against multiple defendants in state and Federal courts. To date, we have disposed of approximately 48,700 claims by defending and obtaining the dismissal thereof or by entering into a settlement. The sum of our accrued asbestos-related liability and gross payments to date, including legal costs, totaled approximately $288 million through September 30, 2007 and $272 million through December 31, 2006.

     A summary of approximate asbestos claims activity in recent years follows. Because claims are often filed and disposed of by dismissal or settlement in large numbers, the amount and timing of settlements and the number of open claims during a particular period can fluctuate significantly from period to period.

		Nine Months Ended				Year Ended December 31,
(Dollars in millions)		September 30, 2007				2006				2005
Pending claims, beginning of period			124,000				125,500				127,300
New claims filed			1,800				3,900				6,200
Claims settled/dismissed			(8,600	)			(5,400	)			(8,000	)
Pending claims, end of period			117,200				124,000				125,500
Payments (1)		$	15			$	19			$	22

We engaged an independent asbestos valuation firm, Bates White, LLC (“Bates”), to review our existing reserves for pending claims, provide a reasonable estimate of the liability associated with unasserted asbestos claims, and determine our receivables from probable insurance recoveries.

     We had recorded liabilities for both asserted and unasserted claims, inclusive of defense costs, totaling $125 million at September 30, 2007 and at December 31, 2006, respectively. The portion of the liability associated with unasserted asbestos claims was $73 million and $63 million at September 30, 2007 and December 31, 2006, respectively. Our liability with respect to asserted claims and related defense costs was $52 million at September 30, 2007 and $62 million at December 31, 2006. At September 30, 2007 and December 31, 2006, we estimate that it is reasonably possible that our gross liabilities could exceed our recorded reserve by $20 million to $30 million, approximately 50% of which would be recoverable by our accessible policy limits.

     Based upon a model employed by Bates, as of September 30, 2007 and as of December 31, 2006, (i) we had recorded a receivable related to asbestos claims of $67 million and $66 million, respectively, and (ii) we expect that approximately 50% of asbestos claim related losses would be recoverable up to our accessible policy limits through the period covered by the estimated liability. The receivable recorded consists of an amount we expect to collect under coverage-in-place agreements with certain primary carriers as well as an amount we believe is probable of recovery from certain of our excess coverage insurance carriers. Of this amount, $7 million and $9 million was included in Current Assets as part of Accounts and notes receivable at September 30, 2007 and December 31, 2006, respectively.

     We believe that at September 30, 2007, we had at least $180 million in aggregate limits of excess level policies potentially applicable to indemnity payments for asbestos products claims, in addition to limits of available primary insurance policies. Some of these excess policies provide for payment of defense costs in addition to indemnity limits. A portion of the availability of the excess level policies is included in the $67 million insurance receivable recorded at September 30, 2007. We also had approximately $19 million in aggregate limits for products claims, as well as coverage

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

for premise claims on a per occurrence basis and defense costs available with our primary insurance carriers through coverage-in-place agreements at September 30, 2007.

Heatway (Entran II). We have entered into a court approved amended settlement agreement that addresses claims against us involving a rubber hose product, Entran II. We had recorded liabilities related to Entran II claims totaling $204 million at September 30, 2007 and $217 million at December 31, 2006. As of September 30, 2007 and December 31, 2006, we had approximately $164 million and $173 million, respectively, in restricted cash to fund these liabilities, which includes the cash contributions we made to the settlement fund totaling $115 million through 2006. We will make additional cash contributions to the settlement fund of $15 million and $20 million in 2007 and 2008, respectively. In addition, we previously contributed approximately $174 million received from insurance contributions to the settlement fund. We expect that except for liabilities associated with actions in which we have received adverse judgments and sites that have opted-out of the amended settlement, our liability with respect to Entran II matters has been addressed by the amended settlement.

Other Actions. We are currently a party to various claims and legal proceedings in addition to those noted above. If management believes that a loss arising from these matters is probable and can reasonably be 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 these matters is assessed and the estimates are revised, if necessary. Based on currently available information, 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. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. An unfavorable ruling could include monetary damages or an injunction prohibiting us from selling one or more products. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the financial position and results of operations of the period in which the ruling occurs, or future periods.

Tax Matters

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize tax benefits to the extent that it is more likely than not that our positions will be sustained when challenged by the taxing authorities. We derecognize tax benefits when based on new information we determine that it is no longer more likely than not that our position will be sustained. To the extent we prevail in matters for which liabilities have been established, or determine we need to derecognize tax benefits recorded in prior periods, or that we are required to pay amounts in excess of our liabilities, our effective tax rate in a given period could be materially affected. An unfavorable tax settlement would require use of our cash and result in an increase in our effective tax rate in the year of resolution. A favorable tax settlement would be recognized as a reduction in our effective tax rate in the year of resolution.

Union Matters

On December 28, 2006, members of the United Steelworkers (“USW”) ratified the terms of a new master labor agreement ending a strike by the USW that began on October 5, 2006. The new agreement covers approximately 12,200 workers at 12 tire and Engineered Products plants in the United States. In connection with the master labor agreement, we also entered into a memorandum of understanding with the USW regarding the establishment of an independent Voluntary Employees’ Beneficiary Association (“VEBA”) intended to provide healthcare benefits for current and future USW retirees. The establishment of the VEBA is conditioned upon 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, and, on October 29, 2007, the parties filed the signed settlement agreement with the District Court. We have committed to contribute $1 billion to the VEBA. We plan to make our contributions to the VEBA entirely in cash following the District Court’s approval of the settlement. In the event that the VEBA is not approved by the District Court (or if the approval of the District Court is subsequently reversed), the master labor agreement may be terminated by either us or the USW, and negotiations may be reopened on the entirety of the master labor agreement.

Guarantees

We are a party to various agreements under which we have undertaken obligations resulting from the issuance of certain guarantees. Guarantees have been issued on behalf of certain of our affiliates and customers. Normally there is no separate premium received by us as consideration for the issuance of guarantees. Our performance under these guarantees would

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

normally be triggered by the occurrence of one or more events as provided in the specific agreements. Collateral and recourse provisions available to us under these agreements were not significant. Refer to Note 18, Commitments and Contingent Liabilities – Guarantees in our 2006 Form 10-K for further discussions.

NOTE 9. BUSINESS SEGMENTS

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions)		2007				2006				2007				2006
Sales:
North American Tire		$	2,285			$	2,432			$	6,578			$	7,011
European Union Tire			1,380				1,263				3,977				3,647
Eastern Europe, Middle East and Africa Tire			484				430				1,334				1,153
Latin American Tire			491				408				1,359				1,192
Asia Pacific Tire			424				380				1,236				1,110
Net Sales		$	5,064			$	4,913			$	14,484			$	14,113
Segment Operating Income:
North American Tire		$	66			$	19			$	99			$	68
European Union Tire			90				81				227				211
Eastern Europe, Middle East and Africa Tire			86				77				213				179
Latin American Tire			99				77				267				262
Asia Pacific Tire			41				28				111				78
Total Segment Operating Income			382				282				917				798
Rationalizations			(2	)			(137	)			(24	)			(210	)
Accelerated depreciation			(6	)			(7	)			(31	)			(54	)
Interest expense			(106	)			(105	)			(351	)			(310	)
Minority interest in net income of subsidiaries			(14	)			(19	)			(52	)			(42	)
Corporate incentive compensation plans			(22	)			(12	)			(64	)			(40	)
Intercompany profit elimination			—				(1	)			(12	)			(23	)
Curtailment			—				—				(64	)			—
Retained expenses of discontinued operations			(1	)			(13	)			(17	)			(37	)
Other Income, net less equity in earnings of affiliates			32				3				10				30
Other			(9	)			(8	)			(25	)			(1	)
Income (Loss) from Continuing Operations before Income Taxes		$	254			$	(17	)		$	287			$	111

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     Rationalizations and Asset Sales, reported as Other Income, net on the Consolidated Statement of Operations, were not charged to the strategic business units (“SBUs”) for performance evaluation purposes, but were attributable to the SBUs as follows:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions)		2007				2006				2007				2006
Rationalizations:
North American Tire		$	(3	)		$	110			$	7			$	112
European Union Tire			1				20				4				59
Eastern Europe, Middle East and Africa Tire			3				3				7				12
Latin American Tire			1				1				3				1
Asia Pacific Tire			—				2				—				26
Total Segment Rationalizations			2				136				21				210
Corporate			—				1				3				—
		$	2			$	137			$	24			$	210
Asset Sales (gain) / loss:
North American Tire		$	(9	)		$	—			$	(17	)		$	—
European Union Tire			(1	)			—				(3	)			(2	)
Latin American Tire			1				—				(1	)			—
Asia Pacific Tire			—				—				(7	)			—
Total Segment Asset Sales (gain) / loss			(9	)			—				(28	)			(2	)
Corporate			(1	)			—				(1	)			—
		$	(10	)		$	—			$	(29	)		$	(2	)