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 (State or Other Jurisdiction of Incorporation or Organization)		34-0253240 (I.R.S. Employer Identification No.)
1144 East Market Street, Akron, Ohio (Address of Principal Executive Offices)		44316-0001 (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, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

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, 2008:			241,289,329

 

 

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

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

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions, except per share amounts)		2008				2007				2008				2007
NET SALES		$	5,172			$	5,064			$	15,353			$	14,484
Cost of Goods Sold			4,316				4,051				12,473				11,759
Selling, Administrative and General Expense			627				670				1,997				2,025
Rationalizations (Note 2)			34				2				134				24
Interest Expense			73				106				238				351
Other (Income) and Expense (Note 3)			4				(33	)			(24	)			(14	)
Income from Continuing Operations before Income Taxes and Minority Interest			118				268				535				339
United States and Foreign Taxes			66				95				217				209
Minority Interest			21				14				65				52
Income from Continuing Operations			31				159				253				78
Discontinued Operations (Note 13)			—				509				—				472
NET INCOME		$	31			$	668			$	253			$	550
Income Per Share — Basic
Income from Continuing Operations		$	0.13			$	0.76			$	1.05			$	0.40
Discontinued Operations			—				2.41				—				2.41
Net Income Per Share — Basic		$	0.13			$	3.17			$	1.05			$	2.81
Weighted Average Shares Outstanding (Note 4)			241				211				241				196
Income Per Share — Diluted
Income from Continuing Operations		$	0.13			$	0.67			$	1.04			$	0.39
Discontinued Operations			—				2.08				—				2.05
Net Income Per Share — Diluted		$	0.13			$	2.75			$	1.04			$	2.44
Weighted Average Shares Outstanding (Note 4)			243				244				243				229

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)		2008				2007
Assets:
Current Assets:
Cash and Cash Equivalents		$	1,606			$	3,463
Restricted Cash			178				191
Accounts Receivable, less Allowance — $90 ($88 in 2007)			3,681				3,103
Inventories:
Raw Materials			715				591
Work in Process			147				147
Finished Products			2,998				2,426
			3,860				3,164
Prepaid Expenses and Other Current Assets			632				251
Total Current Assets			9,957				10,172
Goodwill			715				713
Intangible Assets			162				167
Deferred Income Tax			68				83
Other Assets			421				458
Property, Plant and Equipment less Accumulated Depreciation — $8,506 ($8,329 in 2007)			5,720				5,598
Total Assets		$	17,043			$	17,191
Liabilities:
Current Liabilities:
Accounts Payable-Trade		$	2,602			$	2,422
Compensation and Benefits			770				897
Other Current Liabilities			816				753
United States and Foreign Taxes			259				196
Notes Payable and Overdrafts (Note 7)			276				225
Long Term Debt and Capital Leases due within one year (Note 7)			80				171
Total Current Liabilities			4,803				4,664
Long Term Debt and Capital Leases (Note 7)			5,035				4,329
Compensation and Benefits (Note 9)			2,026				3,404
Deferred and Other Noncurrent Income Taxes			266				274
Other Long Term Liabilities			713				667
Minority Equity in Subsidiaries			986				1,003
Total Liabilities			13,829				14,341
Commitments and Contingent Liabilities (Note 10)
Shareholders’ Equity:
Preferred Stock, no par value:
Authorized, 50 shares, unissued			—				—
Common Stock, no par value:
Authorized, 450 shares, Outstanding shares — 241 (240 in 2007) after deducting 10 treasury shares (10 in 2007)			241				240
Capital Surplus			2,699				2,660
Retained Earnings			1,855				1,602
Accumulated Other Comprehensive Loss			(1,581	)			(1,652	)
Total Shareholders’ Equity			3,214				2,850
Total Liabilities and Shareholders’ Equity		$	17,043			$	17,191

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)		2008				2007				2008				2007
Net Income		$	31			$	668			$	253			$	550
Other Comprehensive Income (Loss):
Defined benefit plans:
Prior service credit from plan amendment during period			—				—				—				501
Less: Minority interest			—				—				—				(3	)
Amortization of prior service cost and unrecognized gains and losses included in net periodic benefit cost			26				39				91				136
Less: Taxes			(4	)			(6	)			(7	)			(19	)
Minority interest			(1	)			(3	)			(5	)			(9	)
(Increase) decrease in net actuarial losses			69				(27	)			66				(7	)
Less: Taxes			(5	)			(2	)			(5	)			(2	)
Minority interest			(12	)			(1	)			(12	)			1
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailment, settlement and divestitures			52				(3	)			53				130
Less: Taxes			—				(10	)			—				(10	)
Minority interest			11				—				11				—
			136				(13	)			192				718
Foreign currency translation gain (loss)			(315	)			157				(118	)			303
Unrealized investment gain (loss)			4				2				(3	)			(1	)
Comprehensive Income (Loss)		$	(144	)		$	814			$	324			$	1,570

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)		2008				2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income		$	253			$	550
Less: Discontinued operations			—				472
Income from Continuing Operations			253				78
Adjustments to reconcile income from continuing operations to cash flows from operating activities:
Depreciation and amortization			494				453
Amortization and write-off of debt issuance costs			23				39
Deferred tax provision			3				26
Net rationalization charges (Note 2)			134				24
Net gains on asset sales			(41	)			(29	)
Casualty loss			10				11
Minority interest and equity earnings			64				51
VEBA funding			(980	)			—
Pension contributions and direct payments			(297	)			(538	)
Rationalization payments			(57	)			(62	)
Insurance recoveries			16				7
Changes in operating assets and liabilities, net of asset acquisitions and dispositions:
Accounts receivable			(687	)			(827	)
Inventories			(818	)			(360	)
Accounts payable — trade			334				235
Compensation and benefits			83				319
Other current liabilities			(65	)			(60	)
US and foreign taxes			55				23
Other long term liabilities			47				(25	)
Other assets and liabilities			28				(58	)
TOTAL OPERATING CASH FLOWS FROM CONTINUING OPERATIONS			(1,401	)			(693	)
Discontinued operations			—				13
TOTAL CASH FLOWS FROM OPERATING ACTIVITIES			(1,401	)			(680	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures			(771	)			(450	)
Asset dispositions			42				55
Asset acquisitions (Note 5)			(46	)			—
Decrease in restricted cash			13				31
Claim on The Reserve Primary Fund			(360	)			—
Insurance proceeds			—				3
TOTAL INVESTING CASH FLOWS FROM CONTINUING OPERATIONS			(1,122	)			(361	)
Discontinued operations			—				1,435
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES			(1,122	)			1,074
CASH FLOWS FROM FINANCING ACTIVITIES:
Short term debt and overdrafts incurred			72				48
Short term debt and overdrafts paid			(41	)			(115	)
Long term debt incurred			1,501				138
Long term debt paid			(813	)			(2,312	)
Debt issuance costs			(2	)			—
Debt retirement costs			—				(18	)
Common stock issued			4				955
Dividends paid to minority shareholders			(53	)			(95	)
Other transactions			6				—
TOTAL FINANCING CASH FLOWS FROM CONTINUING OPERATIONS			674				(1,399	)
Discontinued operations			—				(9	)
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES			674				(1,408	)
Net Change in Cash of Discontinued Operations			—				27
Effect of exchange rate changes on cash and cash equivalents			(8	)			58
Net Change in Cash and Cash Equivalents			(1,857	)			(929	)
Cash and Cash Equivalents at Beginning of the Period			3,463				3,862
Cash and Cash Equivalents at End of the Period		$	1,606			$	2,933

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, 2007 (the “2007 Form 10-K”).

          Operating results for the three and nine month periods ended September 30, 2008 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2008.

          During the first quarter of 2008, we formed a new strategic business unit, Europe, Middle East and Africa Tire (“EMEA”), by combining our former European Union Tire and Eastern Europe, Middle East and Africa Tire business units and have aligned the external presentation of results with the current management and operating structure. Prior periods have been restated for this change.

          The results of operations, financial position and cash flows of our former Engineered Products business, which was previously a reportable operating segment and was sold July 31, 2007, 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.

Fair Value Measurements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 addresses how companies should measure fair value when they are required to use a fair value measure for recognition and disclosure purposes under generally accepted accounting principles. SFAS No. 157 requires the fair value of an asset or liability to be based on market-based measures which will reflect the credit risk of the company. SFAS No. 157 also expanded disclosure requirements to include the methods and assumptions used to measure fair value and the effect of fair value measures on earnings. The adoption of SFAS No. 157 effective January 1, 2008 did not have a material impact on our consolidated financial statements.

Valuation Hierarchy

SFAS No. 157 establishes a three-level hierarchy for fair value measurements. The hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.

	•		Level 1 – Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets.
	•		Level 2 – Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
	•		Level 3 – Valuation is based upon other unobservable inputs that are significant to the fair value measurement.

The classification of fair value measurements within the hierarchy is based upon the lowest level of input that is significant to the measurement. Valuation methodologies used for assets and liabilities measured at fair value are as follows.

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

Investments

Where quoted prices are available in an active market, investments are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly liquid government bonds, certain mortgage products and exchange-traded equities. If quoted market prices are not available, fair values are estimated using quoted prices of securities with similar characteristics or inputs other than quoted prices that are observable for the security, and would be classified within Level 2 of the valuation hierarchy. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities would be classified within Level 3 of the valuation hierarchy.

Derivative Financial Instruments

Exchange-traded derivative financial instruments that are valued using quoted prices would be classified within Level 1 of the valuation hierarchy. Derivative financial instruments valued using internally-developed models that use as their basis readily observable market parameters are classified within Level 2 of the valuation hierarchy. Derivative financial instruments that are valued based upon models with significant unobservable market parameters, and that are normally traded less actively, would be classified within Level 3 of the valuation hierarchy.

          Refer to Note 6 for the presentation of assets and liabilities recorded at fair value in the Consolidated Balance Sheets.

          In February 2008, the FASB issued FSP FAS 157-2, “Effective Date of FASB Statement No. 157.” The FSP defers the provisions of SFAS No. 157 with respect to nonfinancial assets and nonfinancial liabilities that are measured at fair value on a nonrecurring basis subsequent to initial recognition until fiscal years beginning after November 15, 2008. Items in this classification include goodwill, asset retirement obligations, rationalization accruals, intangible assets with indefinite lives, guarantees and certain other items. We are evaluating our methods used in making those measurements and assessing the impact that these provisions may have on our consolidated financial statements.

          On October 10, 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active.” The FSP was effective upon issuance. The FSP clarifies the application of FASB Statement No. 157, “Fair Value Measurements,” in a market that is not active. Our fair value measurements classified as Level 3 were determined in accordance with the provisions of the FSP.

          In February 2007, 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”). 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 reports unrealized gains and losses in earnings at each subsequent reporting date on items for which the fair value option has been elected. We did not elect the fair value measurement option for any of our existing financial instruments other than those that are already being measured at fair value. As such, the adoption of SFAS No. 159 effective January 1, 2008 did not have a material impact on our consolidated financial statements.

Reclassifications

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

Recently Issued Accounting Standards

In December 2007, the FASB issued SFAS No. 141 (Revised), “Business Combinations” (“SFAS No. 141 (R)”), replacing SFAS No. 141, “Business Combinations” (“SFAS No. 141”), and SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an Amendment of ARB No. 51” (“SFAS No. 160”). SFAS No. 141(R) retains the fundamental requirements of SFAS No. 141, broadens its scope by applying the acquisition method to all transactions and other events in which one entity obtains control over one or more other businesses, and requires, among other things, that assets acquired and liabilities assumed be measured at fair value as of the acquisition date, that liabilities related to contingent consideration be recognized at the acquisition date and remeasured at fair value in each subsequent reporting period, that acquisition-related

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

costs be expensed as incurred, and that income be recognized if the fair value of the net assets acquired exceeds the fair value of the consideration transferred. SFAS No. 160 establishes accounting and reporting standards for noncontrolling interests (i.e., minority interests) in a subsidiary, including changes in a parent’s ownership interest in a subsidiary and requires, among other things, that noncontrolling interests in subsidiaries be classified as a separate component of equity. Except for the presentation and disclosure requirements of SFAS No. 160, which are to be applied retrospectively for all periods presented, SFAS No. 141 (R) and SFAS No. 160 are to be applied prospectively in financial statements issued for fiscal years beginning after December 15, 2008. We are currently assessing the impact SFAS No. 141 (R) and SFAS No. 160 will have on our consolidated financial statements.

          In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS No. 161”). SFAS No. 161 requires companies with derivative instruments to disclose information that would enable financial statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and how derivative instruments and related hedged items affect a company’s financial position, financial performance and cash flows. The new requirements apply to derivative instruments and nonderivative instruments that are designated and qualify as hedging instruments and related hedged items accounted for under SFAS No. 133. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008; however, early application is encouraged. We plan to adopt SFAS No. 161 in the first quarter of 2009 and will be reporting the required disclosures in our Form 10-Q for the period ending March 31, 2009.

          In April 2008, the FASB issued Staff Position FSP FAS 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP FAS 142-3”). The FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets”. The intent of the FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under other accounting principles generally accepted in the United States of America. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The guidance for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after the effective date. Certain disclosure requirements shall be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date.

          In May 2008, the FASB issued Staff Position APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). The FSP specifies that issuers of convertible debt instruments that may be settled in cash upon conversion should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is not permitted. The FSP is to be applied retrospectively. In July 2004, we issued $350 million of 4% convertible senior notes due 2034, and subsequently exchanged $346 million of those notes for common stock and a cash payment in December 2007. The remaining $4 million of notes were converted into common stock in May 2008. We are currently assessing the impact that FSP APB 14-1 will have on our consolidated financial statements.

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. As part of that strategy, in the third quarter of 2008 we reached an agreement with union members to close fully the Tyler, Texas facility and recorded $13 million of charges related primarily to employee severance. Also, in the third quarter of 2008, we announced plans to exit 92 of our underperforming retail stores in the U.S. by December 31, 2008. As a result, we recorded $12 million of charges primarily for non-cancelable lease costs in the third quarter of 2008. In the second quarter of 2008, we announced plans to close our Somerton, Australia manufacturing facility by December 31, 2008. As a result, we recorded $75 million of charges primarily for employee severance related to the closure in our 2008 results. In addition, we completed discussions with employee unions related to our Amiens, France tire plants and as a result increased our recorded rationalization reserve for employee severance by $8 million in 2008.

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

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

		Associate-				Other Than
(In millions)		related Costs				Associate-related Costs				Total
Balance at December 31, 2007		$	56			$	6			$	62
First half charges			89				12				101
Incurred			(21	)			(9	)			(30	)
Reversed to the statement of income			(1	)			—				(1	)
Balance at June 30, 2008		$	123			$	9			$	132
Third quarter charges			24				15				39
Incurred			(41	)			—				(41	)
Reversed to the statement of income			—				(5	)			(5	)
Balance at September 30, 2008		$	106			$	19			$	125

During the third quarter of 2008, $34 million ($33 million after-tax or $0.14 per share) of net charges were recorded. New charges of $39 million represent $23 million for plans initiated in 2008 and $16 million for plans initiated in 2007 and prior years. New charges for the 2008 plans included $10 million related to associate severance costs and $13 million primarily for other exit costs and non-cancelable lease costs. These amounts included $23 million related to cash outflows. New charges for the 2007 and prior year plans included $14 million related to associate severance and pension termination benefit costs and $2 million primarily for other exit costs and non-cancelable lease costs. These amounts included $14 million related to cash outflows, $1 million for non-cash pension termination benefit costs and $1 million for other non-cash exit costs. The third quarter of 2008 included the reversal of $5 million of reserves for actions no longer needed for their originally intended purpose.

          For the first nine months of 2008, $134 million ($128 million after-tax or $0.53 per share) of net charges were recorded. New charges of $140 million were comprised of $101 million for plans initiated in 2008 and $39 million for plans initiated in 2007 and prior years. New charges for the 2008 plans included $87 million related to associate severance and pension curtailment costs and $14 million primarily for other exit costs and non-cancelable lease costs. These amounts included $100 million related to cash outflows and $1 million for non-cash pension curtailment costs. The $39 million of new charges for 2007 and prior year plans consisted of $26 million of associate severance and pension termination benefit costs and $13 million primarily for other exit costs and non-cancelable lease costs. These amounts included $33 million related to cash outflows, $5 million for other non-cash exit costs and $1 million for non-cash pension termination benefit costs. The first nine months of 2008 included the reversal of $6 million of reserves for actions no longer needed for their originally intended purposes. Approximately 1,400 associates remain to be released under programs initiated in 2008, most of whom will be released within the next 12 months.

          The accrual balance of $125 million at September 30, 2008 included approximately $19 million related to long-term non-cancelable lease costs and approximately $106 million of associate severance and other costs that are expected to be substantially utilized within the next 12 months.

          Accelerated depreciation charges of $13 million and $17 million were recorded as Cost of Goods Sold in the three and nine months ended September 30, 2008, respectively, related primarily to our plans to close our Somerton, Australia tire manufacturing facility and the Tyler, Texas mix center.

          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 included the reversal of $5 million of reserves for rationalization actions no longer needed for their originally intended purpose.

          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 included the reversal of $11 million of reserves for actions no longer

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

needed for their originally intended purpose. Approximately 500 associates remain to be released under programs initiated in 2007 and prior years.

          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, for fixed assets that were taken out of service primarily in connection with the elimination of tire production at our Tyler, Texas and Valleyfield, Quebec tire plants.

NOTE 3. OTHER (INCOME) AND EXPENSE

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions)		2008				2007				2008				2007
Asset sales		$	(4	)		$	(10	)		$	(41	)		$	(29	)
Interest income			(13	)			(36	)			(60	)			(92	)
Royalty income			(8	)			(3	)			(24	)			(8	)
Financing fees			10				11				72				78
Fire loss (recovery) expense			1				(1	)			3				11
Foreign currency exchange			7				4				9				18
General & product liability — discontinued products (Note 10)			5				6				11				14
Equity in earnings of affiliates			—				(1	)			—				(4	)
Miscellaneous			6				(3	)			6				(2	)
		$	4			$	(33	)		$	(24	)		$	(14	)

Other (Income) and Expense was $4 million of expense in the third quarter of 2008, compared to $33 million of income in the third quarter of 2007. Net gains on asset sales were $4 million and $10 million in the 2008 and 2007 periods, respectively, related primarily to the sale of properties in England in 2008 and North America in 2007. Interest income decreased by $23 million due primarily to lower average cash balances. Foreign currency exchange losses increased due primarily to the effect of changing exchange rates on foreign currency-denominated monetary items in Canada, Australia and Poland. The impact was partially mitigated by gains of a similar nature in Brazil. Royalty income includes royalties from licensing arrangements related to divested businesses, including recognition of deferred income from a trademark licensing agreement related to our Engineered Products business that was divested in the third quarter of 2007.

          Other (Income) and Expense was $24 million of income in the first nine months of 2008, compared to $14 million of income in the first nine months of 2007. Net gains on asset sales were $41 million in 2008 and $29 million in 2007, related primarily to the sale of properties in England, Germany, Morocco, Argentina and New Zealand in 2008 and North America and Australia in 2007. Interest income decreased by $32 million due primarily to lower average cash balances. Financing fees included charges of $43 million and $47 million in the first nine months of 2008 and 2007, respectively, related to refinancing activities and debt redemption. Fire loss expense in 2007 included expenses related to a fire at our tire manufacturing facility in Thailand. Foreign currency exchange losses decreased due primarily to the effect of changing exchange rates on foreign currency-denominated monetary items in Brazil, Chile and Turkey. The impact was partially offset by losses of a similar nature in Australia and Canada. Royalty income increased $16 million and included royalties from licensing arrangements related to divested businesses, including recognition of deferred income from a trademark licensing agreement related to our Engineered Products business that was divested in the third quarter of 2007.

NOTE 4. PER SHARE OF COMMON STOCK

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

          There were contingent conversion features included in the indenture governing our $350 million 4% convertible senior notes due 2034 (the “convertible notes”), issued on July 2, 2004. On December 10, 2007, $346 million of convertible notes were exchanged for approximately 28.7 million shares of Goodyear common stock plus a cash payment. During the second quarter of 2008, the remaining $4 million of convertible notes were converted into approximately 0.3 million shares of Goodyear common stock.

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)		2008				2007				2008				2007
Average shares outstanding — basic			241				211				241				196
4% Convertible Senior Notes due 2034			—				29				—				29
Stock Options and other dilutive securities			2				4				2				4
Average shares outstanding — diluted			243				244				243				229

Weighted average shares outstanding – diluted excluded approximately 10 million and 9 million equivalent shares for the three and nine months ended September 30, 2008, respectively, and excluded approximately 7 million equivalent shares for the three and nine months ended September 30, 2007, 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 from continuing operations and adjusted net income used in computing Income from continuing operations – per share diluted and Net income per share – diluted, respectively. The computation of adjusted income from continuing operations assumes that after-tax interest costs incurred on the convertible notes would have been avoided had the convertible notes been converted as of July 1 for the three months ended September 30, 2007 and as of January 1 for the nine months ended September 30, 2007. Adjusted income for the three and nine months ended September 30, 2008 does not include the after-tax interest costs as substantially all of the convertible notes were exchanged in December 2007.

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions)		2008				2007				2008				2007
Income from continuing operations		$	31			$	159			$	253			$	78
After-tax impact of 4% Convertible Senior Notes due 2034			—				4				—				12
Adjusted Income from continuing operations			31				163				253				90
Discontinued Operations			—				509				—				472
Adjusted Net Income		$	31			$	672			$	253			$	562

NOTE 5. INVESTMENTS

Investments

In March 2008, we acquired an additional 6.12% ownership interest in our tire manufacturing subsidiary in Poland by purchasing outstanding shares held by minority shareholders for $46 million. As a result of the acquisition, we recorded goodwill totaling $28 million.

Statement of Cash Flows

Cash flows from investing activities in the first nine months of 2008 exclude $115 million of capital expenditures that remain unpaid and accrued for at September 30, 2008.

          In the third quarter of 2008, we sought redemption of $360 million invested in The Reserve Primary Fund. Due to liquidity issues, the fund has temporarily ceased honoring redemption requests. The Board of Trustees of the fund subsequently voted to liquidate the assets of the fund and approved a distribution of cash. Distributions are subject to the supervision of the SEC under an exemption order granted to the fund. As a result of a short-term delay in the cash distribution, we have reclassified the $360 million from Cash and cash equivalents to Prepaid expenses and other current assets on our balance sheet, and accordingly, have presented the reclassification as a cash outflow from investing activities in the consolidated statements of cash flows. On October 31, 2008, we received a partial distribution of $183 million representing approximately 51% of our claim on the fund.

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

NOTE 6. FAIR VALUE MEASUREMENTS

The following table presents information about assets and liabilities recorded at fair value at September 30, 2008 on the Consolidated Balance Sheet:

						Quoted Prices in
		Total Carrying				Active Markets for
		Value in the				Identical				Significant Other				Significant
		Consolidated				Assets/Liabilities				Observable Inputs				Unobservable Inputs
(In millions)		Balance Sheet				(Level 1)				(Level 2)				(Level 3)
Assets:
Investments		$	42			$	42			$	—			$	—
Derivative Financial Instruments			24				—				16				8
Total Assets at Fair Value		$	66			$	42			$	16			$	8
Liabilities:
Derivative Financial Instruments		$	5			$	—			$	5			$	—
Total Liabilities at Fair Value		$	5			$	—			$	5			$	—

Derivative financial instrument valuations classified as Level 3 include an embedded currency derivative in long-dated operating leases. The valuation is based on an extrapolation of forward rates to the assumed expiration of the leases. Other (Income) and Expense in the three and nine months ended September 30, 2008 included a loss of $2 million and a gain of $2 million, respectively, resulting primarily from the change in the fair value of the embedded derivative.

     The following table presents supplemental fair value information about long term fixed rate debt, including capital leases, at September 30, 2008 and December 31, 2007.

		September 30,				December 31,
(In millions)		2008				2007
Carrying amount — liability		$	1,526			$	2,074
Fair value — liability			1,498				2,172

     The fair value was estimated using quoted market prices or discounted future cash flows. At September 30, 2008, the fair value approximated the carrying value. The fair value exceeded the carrying amount at December 31, 2007 due primarily to lower market interest rates.

The following table presents supplemental fair value information about long term variable rate debt at September 30, 2008 and December 31, 2007.

		September 30,				December 31,
(In millions)		2008				2007
Carrying amount — liability		$	3,865			$	2,651
Fair value — liability			3,697				2,594

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

The fair value was estimated using quoted market prices or discounted future cash flows. At September 30, 2008, the carrying amount of our variable rate debt exceeds the fair value due to the tighter U.S. credit markets. The fair value of our variable rate debt at December 31, 2007 approximated its carrying amount.

NOTE 7. FINANCING ARRANGEMENTS

At September 30, 2008, we had total credit arrangements totaling $7,342 million, of which $1,461 million were unused, compared to $7,392 million and $2,169 million, respectively, at December 31, 2007.

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

At September 30, 2008, we had short term committed and uncommitted credit arrangements totaling $585 million, of which $309 million was unused, compared to $564 million and $339 million, respectively, at December 31, 2007. These arrangements are available primarily to certain of our international subsidiaries through various banks at quoted market interest rates. There are no commitment fees associated with these arrangements.

     The following table presents amounts due within one year:

		September 30,				December 31,
(In millions)		2008				2007
Notes payable and overdrafts		$	276			$	225
Weighted average interest rate			7.70	%			6.90	%
Long term debt and capital leases due within one year:
6 3/8% due 2008		$	—			$	100
Other (including capital leases)			80				71
		$	80			$	171
Weighted average interest rate			6.05	%			6.57	%
Total obligations due within one year		$	356			$	396

Long Term Debt and Capital Leases and Financing Arrangements

At September 30, 2008, we had long term credit arrangements totaling $6,757 million, of which $1,152 million were unused, compared to $6,828 million and $1,830 million, respectively, at December 31, 2007.

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, 2008								December 31, 2007
						Interest								Interest
(In millions)		Amount				Rate				Amount				Rate
Notes:
6 3/8% due 2008		$	—				—			$	100				6 3/8	%
Floating rate notes due 2009			498				6.68	%			497				8.66	%
7 6/7% due 2011			650				7 6/7	%			650				7 6/7	%
8.625% due 2011			325				8.625	%			325				8.625	%
Floating rate notes due 2011			—				—				200				13.71	%
11% due 2011			—				—				449				11.25	%
9% due 2015			260				9	%			260				9	%
7% due 2028			149				7	%			149				7	%
4% Convertible Senior Notes due 2034			—				—				4				4	%
Credit Facilities:
€505 million revolving credit facility due 2012(1)			489				6.60	%			—				—
$1.5 billion first lien revolving credit facility due 2013(1)			700				4.72	%			—				—
$1.2 billion second lien term loan facility due 2014			1,200				4.54	%			1,200				6.43	%
Pan-European accounts receivable facility due 2015(1)			561				5.91	%			403				5.75	%
Other domestic and international debt(1)			246				8.37	%			223				7.65	%
			5,078								4,460
Capital lease obligations			37								40
			5,115								4,500
Less portion due within one year			(80	)							(171	)
		$	5,035							$	4,329

NOTES

On March 3, 2008, we redeemed $450 million in aggregate principal amount of our 11% senior secured notes due 2011 at a redemption price of 105.5% of the principal amount thereof and $200 million in aggregate principal amount of our senior secured floating rate notes due 2011 at a redemption price of 104% of the principal amount thereof, plus in each case accrued and unpaid interest to the redemption date.

          On March 17, 2008, we repaid our $100 million 6 3/8% senior notes at their maturity.

          During the second quarter of 2008, the remaining $4 million of convertible notes were converted into approximately 0.3 million shares of Goodyear common stock.

CREDIT FACILITIES

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

On April 20, 2007, we amended and restated our €505 million European revolving credit facilities, which consist of a €155 million German revolving credit facility, which is only available to certain of our German subsidiaries of Goodyear Dunlop Tires Europe B.V. (“GDTE”) (collectively, “German borrowers”) and a €350 million European revolving credit facility which is available to the same German borrowers and to GDTE and certain of its other subsidiaries, with a €195 million sublimit for non-German borrowers and a €50 million letter of credit sublimit. Goodyear and its subsidiaries that guarantee our U.S. facilities provide unsecured guarantees to support the European revolving credit facilities and 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 a variety of collateral. As of September 30, 2008, $220 million (€155 million) was outstanding under the German

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

revolving credit facility and there were $11 million (€7 million) of letters of credit issued and $269 million (€190 million) of borrowings (including $128 million (€90 million) of borrowings by the non-German borrowers) under the European revolving credit facility. As of December 31, 2007, there were $12 million (€8 million) of letters of credit issued and no borrowings under the European revolving credit facility and no borrowings under the German revolving credit facility.

          In August 2008, we amended the €505 million European revolving credit facilities to accommodate a restructuring of our German entities and to reallocate available amounts under these facilities. The facilities continue to consist of a €155 million German revolving credit facility and a €350 million European revolving credit facility. The amendments decreased the sublimit for non-German borrowers under the €350 million European revolving credit facility from €195 million to €125 million. This change became effective October 1, 2008, when the German restructuring was completed. As of October 1, 2008, outstanding amounts were repaid and redrawn to comply with the amended agreement.

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

On April 20, 2007, we amended and restated our first lien revolving credit facility. This 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 a variety of collateral.

          At September 30, 2008, there were $700 million of borrowings and $516 million of letters of credit issued under the revolving credit facility. At December 31, 2007, there were no borrowings and $526 million of letters of credit issued under the revolving credit facility.

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

On April 20, 2007, we amended and restated our second lien term loan facility. 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 the $1.5 billion first lien revolving credit facility. At September 30, 2008 and December 31, 2007, this facility was fully drawn.

International Accounts Receivable Securitization Facilities (On-Balance Sheet)

GDTE and certain of its subsidiaries were parties to a five-year pan-European accounts receivable securitization facility that provided €275 million of funding. On July 23, 2008, certain of our European subsidiaries amended and restated the pan-European accounts receivable securitization facility. The amendments increased the funding capacity of the facility from €275 million to €450 million and extended the expiration date from 2009 to 2015. The facility is subject to customary annual renewal of back-up liquidity commitments.

          The amended facility involves an ongoing daily sale of substantially all of the trade accounts receivable of certain GDTE subsidiaries to a bankruptcy-remote French company controlled by one of the liquidity banks in the facility. These subsidiaries retain servicing responsibilities. It is an event of default under the amended facility if the ratio of GDTE’s consolidated net indebtedness to its consolidated EBITDA is greater than 3.0 to 1.0. This financial covenant will automatically be amended to conform to the European credit facilities upon any amendment of such covenant in the European credit facilities. The defined terms used for this financial covenant are substantially similar to those included in the European credit facilities.

          As of September 30, 2008 and December 31, 2007, the amount available and fully utilized under this program was $561 million and $403 million, respectively. The program did not qualify for sale accounting pursuant to the provisions of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” and accordingly, this amount is included in Long-term debt and capital leases.

          In addition to the pan-European accounts receivable securitization facility discussed above, subsidiaries in Australia have accounts receivable securitization programs totaling $67 million and $78 million at September 30, 2008 and December 31, 2007, respectively. These amounts are included in Notes payable and overdrafts.

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

          For a description of the collateral securing the facilities described above as well as the covenants applicable to them, please refer to the Note to Consolidated Financial Statements No. 11, Financing Arrangements and Derivative Financial Instruments, in our 2007 Form 10-K.

Other Foreign Credit Facilities

During the third quarter of 2008, we executed a financing agreement in China. The facility will provide for availability of up to 3.66 billion renminbi (approximately $535 million at September 30, 2008) and can only be used to finance the relocation and expansion of our manufacturing facility in Dalian, China.

Debt Maturities

Updates as of September 30, 2008 to our debt maturities as disclosed in our 2007 Form 10-K are provided below and reflect the redemption of our $650 million senior secured notes due 2011, the maturity and repayment of our $100 million 6 3/8% notes, and the amendments to our pan-European accounts receivable securitization facility. In addition, the table reflects the September 30, 2008 outstanding borrowing on our €505 million European revolving credit facilities, due 2012.

		Twelve Months Ending December 31,
(In millions)		2008				2009				2010				2011				2012
Domestic		$	4			$	500			$	3			$	977			$	3
International			67				62				16				2				548
		$	71			$	562			$	19			$	979			$	551

NOTE 8. STOCK COMPENSATION PLANS

Our Board of Directors granted 1.4 million stock options and 1.0 million performance share units during the first quarter of 2008 under our 2005 Performance Plan. The 2005 Performance Plan expired on April 26, 2008. The weighted average exercise price per share and weighted average fair value per share of these stock options was $26.74 and $13.35, respectively. The expected term was estimated using the simplified method, as historical data was not sufficient to provide a reasonable estimate. We estimated the fair values using the following assumptions in our Black-Scholes model:

Expected term: 6.25 years
Interest rate: 3.21%
Volatility: 47.0%
Dividend yield: Nil

Additionally, we also granted 0.1 million reload options during the first nine months of 2008.

          We recognized stock-based compensation income of $5 million ($4 million after-tax) and expense of $3 million ($6 million after-tax) during the three and nine months ended September 30, 2008, respectively. As of September 30, 2008, unearned compensation cost related to the unvested portion of all stock-based awards was approximately $48 million and is expected to be recognized over the remaining vesting period of the respective grants, through September 30, 2012. During the three and nine months ended September 30, 2007 we recognized stock-based compensation expense of $18 million ($18 million after-tax) and $54 million ($52 million after-tax), respectively.

          On April 8, 2008, our shareholders approved the adoption of our 2008 Performance Plan. The 2008 Performance Plan, which replaces the 2005 Performance Plan, expires on April 8, 2018, and permits the grant of stock options and stock appreciation rights and the making of restricted stock or restricted stock unit grants, performance grants, other stock-based grants and awards, and cash-based grants and awards to employees and directors of the Company. A maximum of 8 million shares of our common stock may be issued under the 2008 Performance Plan. Any shares of common stock that are subject to awards of stock options or stock appreciation rights will be counted as one share for each share granted for purposes of the aggregate share limit and any shares of common stock that are subject to any other awards will be counted as 1.61 shares for each share granted for purposes of the aggregate share limit.

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

NOTE 9. PENSION, SAVINGS AND OTHER POSTRETIREMENT BENEFIT PLANS

We provide employees with defined benefit pension or defined contribution savings plans. In addition, we provide substantially all domestic employees and employees at certain non-U.S. subsidiaries with health care benefits or life insurance benefits upon retirement. Effective August 22, 2008, health care benefits for domestic retirees who were represented by the United Steelworkers (“USW”) will now be the responsibility of an independent Voluntary Employees’ Beneficiary Association (“VEBA”).

          The establishment of the VEBA was conditioned upon District Court approval of a settlement of a declaratory judgment action that was filed in the U.S. District Court for the Northern District of Ohio on July 3, 2007. On August 22, 2008, the District Court approved the settlement agreement that had been filed by the parties to that required class action lawsuit. Following the approval of the settlement agreement, we made a one-time cash contribution of $980 million to the VEBA on August 27, 2008 and we expect to make a one-time cash contribution of $27 million to a VEBA for USW retirees of our former Engineered Products business (“EPD VEBA”) in the fourth quarter of 2008. As a result of this action, we were required to remeasure the benefit obligation of the affected plans. The discount rate used to measure the benefit obligations of our U.S. other postretirement health care plans for USW retirees was 6.75% at August 27, 2008, compared to 6.00% at December 31, 2007. The $980 million cash contribution to the VEBA was considered plan assets from August 27, 2008 until the appeals process, as described below, was exhausted.

          The District Court’s approval of the settlement agreement was subject to a 30-day appeal period, during which no appeals were filed. As a result, responsibility for providing retiree healthcare for current and future domestic USW retirees has been transferred permanently to the VEBA and the EPD VEBA and we recorded an $11 million charge for settlement of the related obligations in the third quarter of 2008, including $10 million of transactional costs incurred related to the VEBA settlement. The funding of the VEBA and subsequent settlement accounting reduced the OPEB liability by $1,107 million, of which $108 million was previously recognized in accumulated other comprehensive loss.

          As announced in 2007, 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. In 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 the cost impact on premiums, and discontinuing company-paid life insurance for retirees.

          In 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 plans during the third quarter of 2007 upon completion of the sale. These amounts were included in Discontinued Operations. 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. The obligation for postretirement healthcare benefits for existing domestic Engineered Products’ retirees, who were members of the USW, was transferred to the VEBA. Obligations for benefits under certain non-U.S. plans were not retained. For 2007, a portion of U.S. net periodic cost for active employees of Engineered Products, and net periodic cost for certain non-U.S. plans was included in Discontinued Operations.

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

          Pension cost follows:

		U.S.								U.S.
		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions)		2008				2007				2008				2007
Service cost — benefits earned during the period		$	9			$	18			$	45			$	62
Interest cost on projected benefit obligation			76				75				234				230
Expected return on plan assets			(92	)			(90	)			(278	)			(262	)
Amortization of: — prior service cost			9				9				27				31
— net losses			6				13				28				42
Net periodic pension cost			8				25				56				103
Curtailments/settlements			2				—				3				64
Termination benefits			1				—				1				—
Total pension cost		$	11			$	25			$	60			$	167

		Non-U.S.								Non-U.S.
		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions)		2008				2007				2008				2007
Service cost — benefits earned during the period		$	6			$	9			$	25			$	30
Interest cost on projected benefit obligation			41				38				126				112
Expected return on plan assets			(34	)			(32	)			(109	)			(96	)
Amortization of: — prior service cost			1				1				2				2
— net losses			12				18				39				56
Net periodic pension cost			26				34				83				104
Curtailments/settlements			—				—				1				—
Total pension cost		$	26			$	34			$	84			$	104

We expect to contribute $300 million to $350 million to our funded U.S. and non-U.S. pension plans in 2008. For the three and nine months ended September 30, 2008, we contributed $39 million and $123 million, respectively, to our non-U.S. plans and $80 million and $133 million, respectively, to our U.S. plans.

          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, 2008 and 2007 were $10 million and $8 million, respectively, and $28 million and $23 million for the nine months ended September 30, 2008 and 2007, 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)		2008				2007				2008				2007
Service cost — benefits earned during the period		$	3			$	2			$	9			$	11
Interest cost on projected benefit obligation			24				26				76				83
Expected return on plan assets			(5	)			—				(5	)			—
Amortization of: — prior service cost			(4	)			(3	)			(10	)			(2	)
— net losses			2				1				6				7
Net periodic postretirement benefit cost			20				26				76				99
Settlement			11				—				11				—
Total postretirement benefit cost		$	31			$	26			$	87			$	99

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

NOTE 10. COMMITMENTS AND CONTINGENT LIABILITIES

At September 30, 2008, we had binding commitments for raw materials and investments in land, buildings and equipment of approximately $1,530 million, and off-balance-sheet financial guarantees written and other commitments totaling $32 million. In addition, we have other contractual commitments, the amounts of which cannot be estimated, pursuant to certain long-term agreements under which we shall purchase minimum amounts of various raw materials and finished goods at agreed upon base prices that are subject to periodic adjustments for changes in raw material costs and market price adjustments, or in quantities that are subject to periodic adjustments for changes in our production levels.

Environmental Matters

We have recorded liabilities totaling $40 million and $46 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, 2008 and December 31, 2007, respectively. Of these amounts, $7 million and $11 million were included in Other Current Liabilities at September 30, 2008 and December 31, 2007, 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 $292 million and $276 million for anticipated costs related to workers’ compensation at September 30, 2008 and December 31, 2007, respectively. Of these amounts, $78 million and $86 million were included in Current Liabilities as part of Compensation and Benefits at September 30, 2008 and December 31, 2007, 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 $452 million and $467 million, including related legal fees expected to be incurred, for potential product liability and other tort claims presently asserted against us, at September 30, 2008 and December 31, 2007, respectively. Of these amounts, $265 million and $270 million were included in Other Current Liabilities at September 30, 2008 and December 31, 2007, 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. The amount of our ultimate liability in respect of these matters may differ from these estimates. We have recorded insurance receivables for potential product liability and other tort claims of $67 million and $71 million at September 30, 2008 and December 31, 2007, respectively. Of these amounts, $6 million and $8 million were included in Current Assets as part of Accounts Receivable at September 30, 2008 and December 31, 2007, respectively. We have restricted cash of $166 million and $172 million at September 30, 2008 and December 31, 2007, respectively, to fund certain of these liabilities.

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 51,000 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 $308 million through September 30, 2008 and $297 million through December 31, 2007.

          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.

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

		Nine Months Ended				Year Ended
(Dollars in millions)		September 30, 2008				December 31, 2007
Pending claims, beginning of period			117,400				124,000
New claims filed			2,900				2,400
Claims settled/dismissed			(2,100	)			(9,000	)
Pending claims, end of period			118,200				117,400
Payments (1)		$	12			$	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 $123 million and $127 million at September 30, 2008 and at December 31, 2007, respectively. The portion of the liability associated with unasserted asbestos claims was $72 million and $76 million at September 30, 2008 and December 31, 2007, respectively. Our liability with respect to asserted claims and related defense costs was $51 million at September 30, 2008 and $51 million at December 31, 2007. At September 30, 2008, we estimate that it is reasonably possible that our gross liabilities could exceed our recorded reserve by $50 million to $60 million, approximately 50% of which would be recoverable by our accessible policy limits.

          Based upon a model employed by Bates, as of September 30, 2008 and as of December 31, 2007, (i) we had recorded a receivable related to asbestos claims of $67 million and $71 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 these amounts, $6 million and $8 million were included in Current Assets as part of Accounts Receivable at September 30, 2008 and December 31, 2007, respectively.

          We believe that at September 30, 2008, 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, 2008. We also had approximately $15 million in aggregate limits for products claims, as well as coverage 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, 2008.

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 $188 million at September 30, 2008 and $193 million at December 31, 2007. We have made cash contributions to the settlement fund totaling $130 million through 2007 and will make additional contributions of $20 million in the fourth quarter of 2008. In addition, we previously contributed approximately $174 million received from insurance contributions to the settlement fund pursuant to the terms of the settlement agreement. 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

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

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.

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 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.

NOTE 11. BUSINESS SEGMENTS

In the first quarter of 2008, we formed a new strategic business unit, Europe, Middle East and Africa Tire by combining our former European Union Tire and Eastern Europe, Middle East and Africa Tire business units. Prior year amounts have been restated for this change. As a result, we now operate our business through four operating segments representing our regional tire businesses: North American Tire; Europe, Middle East and Africa Tire; Latin American Tire; and Asia Pacific Tire.

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

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions)		2008				2007				2008				2007
Sales:
North American Tire		$	2,185			$	2,285			$	6,312			$	6,578
Europe, Middle East and Africa Tire			1,936				1,864				5,910				5,311
Latin American Tire			581				491				1,683				1,359
Asia Pacific Tire			470				424				1,448				1,236
Net Sales		$	5,172			$	5,064			$	15,353			$	14,484
Segment Operating Income:
North American Tire		$	(19	)		$	66			$	37			$	99
Europe, Middle East and Africa Tire			134				176				457				441
Latin American Tire			101				99				318				267
Asia Pacific Tire			50				41				151				111
Total Segment Operating Income			266				382				963				918
Rationalizations			(34	)			(2	)			(134	)			(24	)
Accelerated depreciation			(13	)			(6	)			(17	)			(31	)
Interest expense			(73	)			(106	)			(238	)			(351	)
Interest income			13				36				60				92
Corporate incentive and stock based compensation plans			7				(22	)			(8	)			(64	)
Intercompany profit elimination			7				—				(6	)			(13	)
Curtailments/Settlements			(11	)			—				(11	)			(64	)
Financing fees & financial instruments			(10	)			(11	)			(72	)			(78	)
Asset sales			4				10				41				29
Hurricane losses — insurance deductible			(7	)			—				(7	)			—
Retained net expenses of discontinued operations			—				(1	)			—				(17	)
Other			(31	)			(12	)			(36	)			(58	)
Income from Continuing Operations before Income Taxes and Minority Interest		$	118			$	268			$	535			$	339

     Rationalizations, as described in Note 2, Costs Associated with Rationalization Programs, and Asset Sales, as described in Note 3, Other (Income) and Expense, are not charged (credited) 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)		2008				2007				2008				2007
Rationalizations:
North American Tire		$	26			$	(3	)		$	37			$	7
Europe, Middle East and Africa Tire			3				4				20				11
Latin American Tire			—				1				—				3
Asia Pacific Tire			4				—				76				—
Total Segment Rationalizations			33				2				133				21
Corporate			1				—				1				3
		$	34			$	2			$	134			$	24
Asset Sales (gain) / loss:
North American Tire		$	(2	)		$	(9	)		$	(3	)		$	(17	)
Europe, Middle East and Africa Tire			(1	)			(1	)			(22	)			(3	)
Latin American Tire			(1	)			1				(6	)			(1	)
Asia Pacific Tire			—				—				(10	)			(7	)
Total Segment Asset Sales (gain) / loss			(4	)			(9	)			(41	)			(28	)
Corporate			—				(1	)			—				(1	)
		$	(4	)		$	(10	)		$	(41	)		$	(29	)