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 Incorporation or Organization)		(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, and (2) has been subject to such filing requirements for the past 90 days.

Yesþ		Noo

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yesþ		Noo

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

Yeso		Noþ

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, 2005: 176,403,442

 

 

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

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

(In millions, except per share amounts)		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2005				2004				2005				2004
NET SALES		$	5,030			$	4,700			$	14,789			$	13,521
Cost of Goods Sold			4,008				3,750				11,772				10,816
Selling, Administrative and General Expense			707				703				2,139				2,079
Rationalizations (Note 2)			9				29				(4	)			63
Interest Expense			103				95				306				268
Other (Income) and Expense (Note 3)			(35	)			38				(5	)			117
Minority Interest in Net Income of Subsidiaries			25				18				79				43
Income before Income Taxes			213				67				502				135
United States and Foreign Taxes on Income			71				29				223				145
NET INCOME (LOSS)		$	142			$	38			$	279			$	(10	)
NET INCOME (LOSS) PER SHARE OF COMMON STOCK
– BASIC		$	0.81			$	0.22			$	1.59			$	(0.06	)
Average Shares Outstanding (Note 4)			176				175				176				175
NET INCOME (LOSS) PER SHARE OF COMMON STOCK
– DILUTED		$	0.70			$	0.20			$	1.39			$	(0.06	)
Average Shares Outstanding (Note 4)			209				207				209				175

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

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

(In millions)		September 30,				December 31,
		2005				2004
Assets:
Current Assets:
Cash and Cash Equivalents		$	1,662			$	1,968
Restricted Cash (Note 1)			215				152
Accounts and Notes Receivable, less Allowance — $137 ($144 in 2004)			3,712				3,408
Inventories, net:
Raw Materials			617				586
Work in Process			143				140
Finished Products			2,134				2,059
			2,894				2,785
Prepaid Expenses and Other Current Assets			268				300
Total Current Assets			8,751				8,613
Other Assets			492				669
Goodwill			661				720
Other Intangible Assets			154				163
Deferred Income Tax			83				83
Deferred Pension Costs			919				830
Properties and Plants, less Accumulated Depreciation — $7,890 ($7,836 in 2004)			5,179				5,455
Total Assets		$	16,239			$	16,533
Liabilities:
Current Liabilities:
Accounts Payable-Trade		$	1,859			$	1,970
Compensation and Benefits			1,084				1,029
Other Current Liabilities			575				741
United States and Foreign Taxes			331				271
Notes Payable (Note 5)			252				221
Long Term Debt and Capital Leases due within one year (Note 5)			252				1,010
Total Current Liabilities			4,353				5,242
Long Term Debt and Capital Leases (Note 5)			4,944				4,449
Compensation and Benefits			4,989				5,036
Deferred and Other Noncurrent Income Taxes			385				406
Other Long Term Liabilities			440				481
Minority Equity in Subsidiaries			832				846
Total Liabilities			15,943				16,460
Commitments and Contingent Liabilities (Note 7)
Shareholders’ Equity:
Preferred Stock, no par value:
Authorized, 50 shares, unissued			—				—
Common Stock, no par value:
Authorized, 300 shares, Outstanding shares — 176 (176 in 2004) after deducting 19 treasury shares (20 in 2004)			176				176
Capital Surplus			1,397				1,392
Retained Earnings			1,349				1,070
Accumulated Other Comprehensive Income (Loss)			(2,626	)			(2,565	)
Total Shareholders’ Equity			296				73
Total Liabilities and Shareholders’ Equity		$	16,239			$	16,533

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)

(In millions)		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2005				2004				2005				2004
Net Income (Loss)		$	142			$	38			$	279			$	(10	)
Other Comprehensive Income (Loss):
Foreign Currency Translation Income (Loss)			52				82				(151	)			(22	)
Less Reclassification Adjustment for Recognition of Foreign Currency Translation Loss in Net Income (Loss) Due to the Sale of a Subsidiary			49				—				49				—
Minimum Pension Liability			1				(4	)			36				(2	)
Deferred Derivative Gain (Loss)			(2	)			3				(18	)			2
Reclassification Adjustment for Amounts Recognized in Income (Loss)			1				(2	)			15				6
Tax on Derivative Reclassification Adjustment			—				—				(1	)			(4	)
Unrealized Investment Gain			6				2				9				14
Comprehensive Income (Loss)		$	249			$	119			$	218			$	(16	)

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)

(In millions)		Nine Months Ended
		September 30,
		2005				2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)		$	279			$	(10	)
Adjustments to reconcile net income (loss) to cash flows from operating activities:
Depreciation and amortization			478				461
Rationalizations (Note 2)			(14	)			17
Net gain on the sale of assets (Note 3)			(40	)			(4	)
Fire loss deductible (recoveries) expense (Note 3)			(8	)			12
Minority interest and equity earnings			78				36
Net cash flows from sale of accounts receivable			—				45
Pension contributions			(332	)			(119	)
Changes in operating assets and liabilities, net of asset acquisitions and dispositions:
Accounts and notes receivable			(345	)			(937	)
Inventories			(212	)			(56	)
Accounts payable — trade			(43	)			(36	)
Prepaid expenses and other current assets			(5	)			63
Compensation and benefits			437				364
Other current liabilities			(172	)			(112	)
Other long term liabilities			(28	)			110
United States and foreign taxes			82				76
Other assets and liabilities			34				108
Total adjustments			(90	)			28
TOTAL CASH FLOWS FROM OPERATING ACTIVITIES			189				18
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures			(370	)			(278	)
Acquisitions			—				(62	)
Proceeds from asset dispositions			146				14
Other transactions			—				36
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES			(224	)			(290	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Short term debt incurred			166				163
Short term debt paid			(124	)			(106	)
Long term debt incurred			2,302				1,741
Long term debt paid			(2,441	)			(1,313	)
Debt issuance costs			(50	)			(45	)
Increase in restricted cash			(63	)			(62	)
Other transactions			(15	)			(29	)
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES			(225	)			349
Effect of exchange rate changes on cash and cash equivalents			(46	)			(19	)
Net Change in Cash and Cash Equivalents			(306	)			58
Cash and Cash Equivalents at Beginning of the Period			1,968				1,546
Cash and Cash Equivalents at End of the Period		$	1,662			$	1,604

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 in accordance with Form 10-Q instructions 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 generally accepted accounting principles 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 Current Report on Form 8-K for the year ended December 31, 2004 filed on June 20, 2005.

     Operating results for the three and nine month periods ended September 30, 2005 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2005.

Consolidation of Variable Interest Entities

In accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 46, “Consolidation of Variable Interest Entities (“VIE”) – an Interpretation of ARB No. 51,” as amended by FASB Interpretation No. 46R (collectively, “FIN 46”), we consolidated two previously unconsolidated investments, effective January 1, 2004. South Pacific Tyres (SPT), a 50% owned manufacturer, marketer and exporter of tires in Australia and New Zealand, and Tire and Wheel Assembly (T&WA), a 40% owned wheel mounting operation in the United States, which ships to original equipment manufacturers, are consolidated in all periods presented in the accompanying consolidated financial statements.

Restricted Cash

Restricted cash primarily consists of Goodyear contributions made related to the settlement of the Entran II litigation and proceeds received pursuant to insurance settlements. Refer to Note 7, Commitments and Contingent Liabilities, for further information about Entran II claims. In addition, we will, from time to time, maintain balances on deposit at various financial institutions as collateral for borrowings incurred by various subsidiaries, as well as cash deposited in support of trade agreements and performance bonds. The availability of these balances is restricted to the extent of the borrowings.

Stock-Based Compensation

We use the intrinsic value method to measure the cost of stock-based compensation. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of our common stock at the date of the grant over the amount an employee must pay to acquire the stock. Compensation cost for stock appreciation rights and performance units is recorded based on the quoted market price of our stock at the end of the reporting period.

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

     The following table presents the pro forma effect from using the fair value method to measure compensation cost:

		Three Months Ended								Nine Months Ended
(In millions, except per share amounts)		September 30,								September 30,
		2005				2004				2005				2004
Net income (loss) as reported		$	142			$	38			$	279			$	(10	)
Add: Stock-based compensation expense included in net income (loss) (net of tax)			1				2				2				2
Deduct: Stock-based compensation expense calculated using the fair value method (net of tax)			(5	)			(5	)			(13	)			(13	)
Net income (loss) as adjusted		$	138			$	35			$	268			$	(21	)
Net income (loss) per share:
Basic – as reported		$	0.81			$	0.22			$	1.59			$	(0.06	)
– as adjusted			0.79				0.20				1.53				(0.12	)
Diluted – as reported		$	0.70			$	0.20			$	1.39			$	(0.06	)
– as adjusted			0.68				0.19				1.34				(0.12	)

Recently Issued Accounting Standards

The FASB has issued Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (SFAS 123R). Under the provisions of SFAS 123R, companies are required to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exception). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award, usually the vesting period. On April 14, 2005, the Securities and Exchange Commission (SEC) approved a delay to the effective date of SFAS 123R. Under the new SEC rule, SFAS 123R is effective for annual periods that begin after June 15, 2005. SFAS 123R applies to all awards granted, modified, repurchased or cancelled by us after December 31, 2005 and to unvested options at the date of adoption. We do not expect the adoption of SFAS 123R to have a material impact on our results of operations, financial position or liquidity.

     The FASB has issued Statement of Financial Accounting Standards No. 151, “Inventory Costs – an amendment of ARB No. 43, Chapter 4” (SFAS 151). The provisions of SFAS 151 are intended to eliminate narrow differences between the existing accounting standards of the FASB and the International Accounting Standards Board (IASB) related to inventory costs, in particular, the treatment of abnormal idle facility expense, freight, handling costs and spoilage. SFAS 151 requires that these costs be recognized as current period charges regardless of the extent to which they are considered abnormal. The provisions of SFAS 151 are effective for inventory costs incurred during fiscal years beginning after June 15, 2005. We are currently assessing the potential impact of implementing SFAS 151 on the consolidated financial statements.

     FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (FIN 47) an interpretation of FASB Statement No. 143, “Accounting for Asset Retirement Obligations” (SFAS 143), clarifies the term conditional asset retirement obligation as used in SFAS 143. The term refers to a legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. The obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing and (or) method of settlement. Thus, the timing and (or) method of settlement may be conditional on a future event. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. The fair value of a liability for the conditional asset retirement obligation should be recognized when incurred – generally upon acquisition, construction, or development and (or) through the normal operation of the asset. Uncertainty about the timing and (or) method of settlement of a conditional asset retirement obligation should be factored into the measurement of the liability when sufficient information exists. FIN 47 is effective for fiscal years ending after December 15, 2005. Retrospective application for interim financial information is permitted but is not required. We are currently evaluating the impact of FIN 47 on the consolidated financial statements and will implement this new standard for the year ended December 31, 2005, in accordance with its requirements.

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

     In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections.” SFAS No. 154 is a replacement of APB No. 20 and FASB Statement No. 3. SFAS No. 154 provides guidance on the accounting for and reporting of accounting changes and error corrections. It establishes retrospective application as the required method for reporting a change in accounting principle. SFAS No. 154 provides guidance for determining whether retrospective application of a change in accounting principle is impracticable and for reporting a change when retrospective application is impracticable. The reporting of a correction of an error by restating previously issued financial statements is also addressed by SFAS No. 154. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 31, 2005. We will adopt this pronouncement beginning in fiscal year 2006.

     In June 2005, the FASB staff issued FASB Staff Position 143-1 “Accounting for Electronic Equipment Waste Obligations” (FSP 143-1) to address the accounting for obligations associated with the Directive 2002/96/EC on Waste Electrical and Electronic Equipment (the “Directive”) adopted by the European Union. The Directive effectively obligates a commercial user to incur costs associated with the retirement of a specified asset that qualifies as historical waste equipment. The commercial user should apply the provisions of SFAS 143 and FIN 47 discussed above. FSP 143-1 shall be applied the later of the first reporting period ending after June 8, 2005 or the date of the adoption of the law by the applicable EU-member country. We adopted the FSP at certain of our European operations where applicable legislation was adopted. The impact of the adoption on the consolidated financial statements was not significant.

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 capacity, eliminating redundancies and reducing costs.

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

		Associate-				Other Than
(In millions)		related Costs				Associate-related Costs				Total
Balance at December 31, 2004		$	41			$	27			$	68
First half charges			1				1				2
Incurred			(22	)			(6	)			(28	)
Reversed			(9	)			(6	)			(15	)
Balance at June 30, 2005			11				16				27
Third quarter charges			9				—				9
Incurred			(6	)			(1	)			(7	)
Reversed			—				—				—
Balance at September 30, 2005		$	14			$	15			$	29

2005 rationalization charges consisted of manufacturing and corporate support group associate reductions in North American Tire; manufacturing associate reductions and a sales function reorganization in European Union Tire, and sales, marketing, and research and development associate reductions in Engineered Products.

     During the third quarter of 2005, $9 million ($8 million after-tax or $0.04 per share) of new charges were recorded for the plans initiated in 2005 primarily for associate severance costs, including $1 million for non-cash pension special termination benefits. Approximately 265 associates will be released under programs initiated in 2005, of which approximately 175 were released by September 30, 2005.

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

     For the first nine months of 2005, $4 million ($2 million after-tax or $0.01 per share) of net reversals of reserves were recorded, which included $15 million ($12 million after-tax or $.06 per share) of reversals for rationalization actions no longer needed for their originally-intended purposes. These reversals were partially offset by $11 million ($10 million after-tax or $0.05 per share) of new rationalization charges. The $15 million of reversals consisted of $9 million of associate-related costs for plans initiated in 2004 and 2003, and $6 million primarily for non-cancelable leases that were exited during the first quarter related to plans initiated in 2001 and earlier. The $11 million of charges primarily represented associate-related costs and consist of $9 million for plans initiated in 2005 and $2 million for plans initiated in 2004.

     The accrual balance of $29 million at September 30, 2005 includes approximately $10 million related to long-term non-cancelable lease costs and approximately $19 million of other costs that are expected to be substantially utilized within the next twelve months.

     Accelerated depreciation charges were recorded for fixed assets that will be taken out of service in connection with certain rationalization plans initiated in 2003 and 2004 in the Engineered Products and European Union Tire Segments. During the third quarter of 2005 and 2004, $1 million was recorded for accelerated depreciation charges as Cost of goods sold and $1 million was recorded in 2004 as Selling, administrative and general expense. For the first nine months of 2005 and 2004, accelerated depreciation charges of $2 million and $6 million, respectively, were recorded as Cost of goods sold. Accelerated depreciation charges of $2 million was recorded in the first nine months of 2004 as Selling, administrative and general expense.

     2004 rationalization activities consisted primarily of warehouse, manufacturing and sales and marketing associate reductions in Engineered Products, a farm tire manufacturing consolidation in European Union Tire, administrative associate reductions in North American Tire, European Union Tire and corporate functional groups, and manufacturing, sales and research and development associate reductions in North American Tire. In fiscal year 2004, net charges were recorded totaling $56 million ($52 million after-tax or $0.27 per share). The net charges included reversals of $39 million ($32 million after-tax or $0.17 per share) related to reserves from rationalization actions no longer needed for their originally-intended purpose, and new charges of $95 million ($84 million after-tax or $0.44 per share). Included in the $95 million of new charges were $77 million for plans initiated in 2004, as described above. Approximately 1,400 associates will be released under programs initiated in 2004, of which approximately 1,070 have been released to date (430 during the first nine months of 2005). The costs of the 2004 actions consisted of $40 million related to future cash outflows, primarily for associate severance costs, $32 million in non-cash pension curtailments and postretirement benefit costs and $5 million for non-cancelable lease costs and other exit costs. Costs in 2004 also included $16 million related to plans initiated in 2003, consisting of $14 million of non-cancelable lease costs and other exit costs and $2 million of associate severance costs. The reversals are primarily the result of lower than initially estimated associate severance costs of $35 million and lower leasehold and other exit costs of $4 million. Of the $35 million of associate severance cost reversals, $12 million related to previously-approved plans in Engineered Products that were reorganized into the 2004 warehouse, manufacturing, and sales and marketing associate reductions.

     Additional restructuring charges of $3 million related to previously announced rationalization plans have not yet been recorded and are expected to be incurred and recorded during the next twelve months.

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

NOTE 3. OTHER (INCOME) AND EXPENSE

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions)		2005				2004				2005				2004
Financing fees and financial instruments		$	10			$	29			$	99			$	90
Environmental insurance recoveries			(9	)			—				(29	)			—
Interest income			(13	)			(9	)			(40	)			(23	)
General & product liability – discontinued products			—				8				4				25
Foreign currency exchange			8				10				19				14
Equity in earnings of affiliates			(3	)			(2	)			(8	)			(6	)
Gain on asset sales			(28	)			(1	)			(41	)			(6	)
Miscellaneous			—				3				(9	)			23
		$	(35	)		$	38			$	(5	)		$	117

Financing fees and financial instruments in the nine months ended September 30, 2005 included $47 million of debt issuance costs written-off in connection with our refinancing activities during the second quarter of 2005. This includes approximately $30 million of previously unamortized fees related to replaced facilities and $17 million of costs related to the new facilities. In the three and nine month periods ended September 30, 2004, $4 million and $17 million, respectively, of deferred costs were written-off in connection with our refinancing activities during 2004. Additionally, during the third quarter of 2004 we incurred higher amortization of financing fees of approximately $12 million related to higher deferred fee levels and shorter amortization periods. Refer to Note 5, Financing Arrangements, for further information on the 2005 refinancing activities.

     General & product liability–discontinued products includes charges for claims against us related to asbestos personal injury claims, anticipated liabilities related to Entran II claims and settlements with certain insurance companies related to asbestos. During the three and nine months ended September 30, 2005, we recorded gains of $14 million ($14 million after-tax or $0.07 per share) and $61 million ($61 million after-tax or $0.29 per share), respectively, from settlements with certain insurance companies related to environmental and asbestos coverage (included in general and product liability – discontinued products and environmental insurance recoveries). A portion of the costs incurred by us related to these claims had been recorded in prior years. Refer to Note 7, Commitments and Contingent Liabilities, for further information.

     Interest income consisted primarily of amounts earned on cash deposits. The increase in 2005 was due primarily to higher levels of cash deposits in the United States.

     Gain on asset sales for the third quarter of 2005 included a gain of $25 million ($25 million after-tax or $0.12 per share) on the sale of the Wingtack adhesive resins business in the North American Tire Segment. Refer to Note 11, Asset Dispositions, for further information on the sale of Wingtack. Gain on asset sales for the third quarter of 2004 included a net gain of $2 million ($1 million after-tax or $0.01 per share) primarily on the sale of assets in the European Union Tire Segment.

     Gain on asset sales in the first nine months of 2005 included a gain of $25 million ($25 million after-tax or $0.12 per share) on the sale of the Wingtack adhesive resins business in the North American Tire Segment and net gains of $16 million ($15 million after-tax or $0.07 per share) on the sales of other assets primarily in the North American Tire Segment. Gain on asset sales in the first nine months of 2004 included a net gain of $6 million ($4 million after-tax or $0.02 per share) on the sale of assets in the North American Tire Segment, European Union Tire Segment and Engineered Products.

     Miscellaneous (income) expense included a gain $14 million ($7 million after-tax or $0.03 per share) during the first nine months of 2005, related to a 2004 fire at a company facility in Germany. The gain represents insurance recoveries in excess of the net book value of assets destroyed and clean-up expenses incurred by us at this facility. Goodyear has reached final settlement with its insurance providers. Miscellaneous (income) expense in the first nine months of 2004 included $12 million ($12 million after-tax or $0.07 per share) of expense for insurance fire loss deductibles related to fires at company facilities in Germany, France and Thailand.

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

NOTE 4. PER SHARE OF COMMON STOCK

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

     In the fourth quarter of 2004, we adopted the provisions of Emerging Issues Task Force Issue No. 04-08, “The Effect of Contingently Convertible Debt on Diluted Earnings per Share.” This pronouncement requires shares issuable under contingent conversion provisions in a debt agreement to be included in the calculation of diluted earnings per share regardless of whether the provisions of the contingent feature have been met.

     There are contingent conversion features included in our $350 million 4% Convertible Senior Notes due 2034, issued on July 2, 2004. Accordingly, average shares outstanding – diluted in the three and nine month periods ended September 30, 2005 and the three month period ended September 30, 2004, includes approximately 29 million contingently issuable shares. Average shares outstanding – diluted for the nine month period ended September 30, 2004 does not include the effects of the contingently issuable shares as inclusion would have been anti-dilutive due to a net loss for the period. Net income per share – diluted in the three month periods ended September 30, 2005 and 2004 and the nine month period ended September 30, 2005 also includes an earnings adjustment representing avoided after-tax interest expense of $4 million, $4 million and $12 million, respectively, resulting from the assumed conversion of the Notes.

     The Convertible Senior Notes became convertible on July 18, 2005 and remained convertible through September 30, 2005, however, no Notes were converted. The Notes became convertible again on October 18, 2005, at the option of the holder, and will remain convertible through December 31, 2005. If all outstanding notes were surrendered for conversion, the aggregate number of shares of common stock issued would be approximately 29 million. The notes could be convertible after December 31, 2005 if the sale price condition is met in any future fiscal quarter or if any of the other conditions for conversion set forth in the indenture governing the Notes are met.

     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)		2005				2004				2005				2004
Average shares outstanding – basic			176				175				176				175
4% Convertible Senior Notes due 2034			29				29				29				—
Stock Options and other dilutive securities			4				3				4				—
Average shares outstanding – diluted			209				207				209				175

For the three and nine month periods ended September 30, 2005, approximately 23 million equivalent shares related to stock options, restricted stock and performance grants with exercise prices that were greater than the average market price of our common shares were excluded from average shares outstanding – diluted, as inclusion would have been anti-dilutive. For the three and nine month periods ended September 30, 2004, approximately 22 million and 25 million, respectively, equivalent shares related to stock options, restricted stock and performance grants with exercise prices that were greater than the average market price of our common shares were excluded from average shares outstanding – diluted, as inclusion would have been anti-dilutive. In addition, for the first nine months of 2004, 2 million equivalent shares of stock options, restricted stock and performance grants with exercise prices that were less than the average market price of our common shares were excluded from average shares outstanding – diluted as we were in a net loss position and, therefore, inclusion would have been anti-dilutive.

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

     The following table presents the computation of adjusted net income (loss) used in computing net income (loss) per share – diluted. The computation assumes that after-tax interest costs incurred on the 4% Convertible Senior Notes due 2034 would have been avoided had the Notes been converted as of July 1, 2005 and January 1, 2005 for the three and nine months ended September 30, 2005 and July 2, 2004 for the three months ended September 30, 2004. Net income (loss) for the nine month period ended September 30, 2004 does not include the after-tax interest cost on the Notes due to a net loss for the period.

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions)		2005				2004				2005				2004
Net Income (Loss)		$	142			$	38			$	279			$	(10	)
After-tax impact of 4% Convertible Senior Notes due 2034			4				4				12				—
Adjusted Net Income (Loss)		$	146			$	42			$	291			$	(10	)

NOTE 5. FINANCING ARRANGEMENTS

At September 30, 2005, we had credit arrangements totaling $7,544 million, of which $1,672 million were unused.

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

At September 30, 2005, we had short term committed and uncommitted credit arrangements totaling $462 million, of which $135 million related to consolidated VIEs. Of these amounts, $210 million and $31 million, respectively, were unused. 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 information about amounts due within one year at September 30, 2005 and December 31, 2004:

(In millions)		2005				2004
Notes payable:
International subsidiaries		$	148			$	130
Amounts related to consolidated VIEs			104				91
		$	252			$	221
Weighted-average interest rate			5.78	%			6.74	%
Long term debt due within one year:
6 3/8% Euro Notes due 2005		$	—			$	542
5 3/8% Swiss franc bonds due 2006			122				—
Amounts related to consolidated VIEs			57				24
European credit facilities			—				400
Other (including capital leases)			73				44
		$	252			$	1,010
Weighted-average interest rate			5.51	%			6.78	%
Total obligations due within one year		$	504			$	1,231

Amounts related to VIEs in Notes payable represent short term debt of SPT. Amounts related to VIEs in Long term debt due within one year represent amounts owed by T&WA and SPT.

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

Long Term Debt and Financing Arrangements

At September 30, 2005, we had long term credit arrangements totaling $7,082 million, of which $1,462 million were unused.

     The following table presents long term debt at September 30, 2005 and December 31, 2004:

						Interest								Interest
(In millions)		2005				Rate				2004				Rate
Notes:
6 3/8% Euro notes due 2005		$	—				*			$	542				*
5 3/8% Swiss franc bonds due 2006			122				*				139				*
6 5/8% due 2006			217				*				223				*
8 1/2% due 2007			300				*				300				*
6 3/8% due 2008			100				*				100				*
7 6/7% due 2011			650				*				650				*
Floating rate notes due 2011			200				12.06	%			200				9.99	%
11% due 2011			448				*				448				*
9% due 2015			400				*				—				—
7% due 2028			149				*				149				*
4% Convertible Senior Notes due 2034			350				*				350				*
Bank term loans:
$400 million senior secured term loan European facilities due 2005			—				*				400				6.33
$800 million senior secured asset-based term loan due 2006			—				*				800				6.14
$650 million senior secured asset-based term loan due 2006			—				*				650				7.03
$1.2 billion second lien term loan facility due 2010			1,200				6.32				—				—
$300 million third lien secured term loan due 2011			300				7.07				—				—
€155 million senior secured term loan European facility due 2010			187				4.49				—				—
Pan-European accounts receivable facility due 2009			331				3.84				225				5.16
Revolving credit facilities due 2010			—				—				—				—
Other domestic and international debt			103				5.84				129				6.15
Amounts related to consolidated VIEs			61				6.27				94				6.41
			5,118								5,399
Capital lease obligations			78								60
			5,196								5,459
Less portion due within one year			252								1,010
		$	4,944							$	4,449

The Swiss franc bonds, Convertible Senior Notes and other Notes have an aggregate book value amount of $2,936 million at September 30, 2005 and are reported net of unamortized discounts totaling $3 million compared to $3,101 million and $4 million, respectively, at December 31, 2004. The principal and interest of the Swiss franc bonds due 2006 were hedged by currency swap agreements at September 30, 2005 and December 31, 2004.

$400 Million Senior Notes Offering

On June 23, 2005, we completed an offering of $400 million aggregate principal amount of 9.00% Senior Notes due 2015 in a transaction under Rule 144A and Regulation S under the Securities Act. The senior notes are guaranteed by our U.S. and Canadian subsidiaries that also guarantee our obligations under our senior secured credit facilities. The guarantee is unsecured. The proceeds were used to repay $200 million in borrowings under our U.S. first lien revolving credit facility,

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

The new facilities have customary representations and warranties including, as a condition to borrowing, material adverse change representations in our financial condition since December 31, 2004.

$1.5 Billion First Lien Credit Facility

The new $1.5 billion first lien credit facility consists of a $1.0 billion revolving facility and a $500 million deposit-funded facility. Our obligations under these facilities are guaranteed by most of our wholly-owned U.S. subsidiaries and by our wholly-owned Canadian subsidiary, Goodyear Canada Inc. Our obligations under this facility and our subsidiaries’ obligations under the related guarantees are secured by collateral that includes, subject to certain exceptions:

	•		first-priority security interests in certain U.S. and Canadian accounts receivable and inventory;
	•		first-priority security interests in and mortgages on our U.S. corporate headquarters and certain of our U.S. manufacturing facilities;
	•		first-priority security interests in the equity interests in our U.S. subsidiaries and up to 65% of the equity interests in our foreign subsidiaries, excluding GDTE and its subsidiaries and certain other subsidiaries; and
	•		first-priority security interests in substantially all other tangible and intangible assets, including equipment, contract rights and intellectual property.

     The facility, which matures on April 30, 2010, contains certain covenants that, among other things, limit our ability to incur additional unsecured and secured indebtedness (including a limit on accounts receivable transactions), and make investments and sell assets beyond specified limits. Under certain circumstances, borrowings under the facility are required to be prepaid with proceeds of asset sales greater than $15 million. The facility limits the amount of dividends we may pay on our common stock in any fiscal year to $10 million. This limit increases to $50 million in any fiscal year if Moody’s public senior implied rating and Standard & Poor’s (S&P) corporate credit rating improve to Ba2 or better and BB or better, respectively. The facility also limits the amount of capital expenditures we may make to $700 million in each year through 2010 (with increases for the proceeds of equity issuances). Any unused capital expenditures for a year may be carried over into succeeding years.

     We are not permitted to allow the ratio of Consolidated EBITDA to Consolidated Interest Expense to fall below a ratio of 2.00 to 1.00 for any period of four consecutive fiscal quarters. In addition, our ratio of Consolidated Secured Indebtedness (net of cash in excess of $400 million) to Consolidated EBITDA is not permitted to be greater than 3.50 to 1.00 at the end of any fiscal quarter.

     Availability under the facility is subject to a borrowing base, which is based on eligible accounts receivable and inventory, with reserves which 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.

     Interest rates on the facility are dependent on the amount of the facility that is available and unused.

	•		If the availability under the facility is greater than or equal to $400 million, then drawn amounts (including amounts outstanding under the deposit-funded facility) will bear interest at a rate of 175 basis points over LIBOR, and undrawn amounts under the facilities will be subject to an annual commitment fee of 50 basis points;
	•		If the availability under the facility is less than $400 million and greater than or equal to $250 million, then drawn amounts (including amounts outstanding under the deposit-funded facility) will bear interest at a rate of 200 basis points over LIBOR, and undrawn amounts under the facilities will be subject to an annual commitment fee of 40 basis points; and
	•		If the availability under the facility is less than $250 million, then drawn amounts (including amounts outstanding under the deposit-funded facility) will bear interest at a rate of 225 basis points over LIBOR, and undrawn amounts under the facilities will be subject to an annual commitment fee of 37.5 basis points.

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

     With respect to the deposit-funded facility, the lenders deposited the entire $500 million of the facility in an account held by the administrative agent, and those funds are used to support letters of credit or borrowings on a revolving basis, in each case subject to customary conditions. The full amount of the deposit-funded facility is available for the issuance of letters of credit or for revolving loans. As of September 30, 2005, there were $498 million of letters of credit issued under the deposit-funded facility. There were no borrowings under the facility at September 30, 2005.

$1.2 Billion Second Lien Term Loan Facility

At closing, we used the entire availability under this facility to pay down and retire our prior credit facilities. Our obligations under this facility are guaranteed by most of our wholly-owned U.S. subsidiaries and by our wholly-owned Canadian subsidiary, Goodyear Canada Inc. and are secured by second priority security interests in the same collateral securing the $1.5 billion asset-based credit facility. The facility contains covenants similar to those in the $1.5 billion first lien credit facility. However, the facility contains additional flexibility for the incurrence of indebtedness, making of investments and asset dispositions, the payment of dividends and the making of capital expenditures and does not contain the two financial covenants that are in the first lien credit facility. Under certain circumstances, borrowings under the facility are required to be prepaid with proceeds of asset sales greater than $15 million. Loans under this facility bear interest at LIBOR plus 275 basis points. As of September 30, 2005, this facility was fully drawn.

Euro Equivalent of $650 Million (€505 Million) Senior Secured European Credit Facilities

These facilities consist of (i) a €195 million European revolving credit facility, (ii) an additional €155 million German revolving credit facility, and (iii) €155 million of German term loan facilities. We secure the U.S. facilities described above and provide unsecured guarantees to support these 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 subsidiary guarantors under the related guarantees are secured by collateral that includes, subject to certain exceptions:

	•		first-priority security interests in the capital stock of the principal subsidiaries of GDTE; and
	•		first-priority security interests in and mortgages on substantially all the tangible and intangible assets of GDTE and GDTE’s 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 contain covenants similar to those in the $1.5 billion first lien credit facility, with special limits on the ability of GDTE and its subsidiaries to incur additional unsecured and secured indebtedness, make investments and sell assets beyond specified limits. The facilities also limit the amount of capital expenditures that GDTE may make to $200 million in 2005, $250 million in 2006 and $300 million per year thereafter, with the unused amount in any year carried forward to the succeeding years. In addition, under the facilities we are not permitted to allow the ratio of Consolidated Indebtedness (net of cash in excess of $100 million) to Consolidated EBITDA of GDTE to be greater than 2.75 to 1.00 at the end of any fiscal quarter. Under certain circumstances, borrowings under the term facility are required to be prepaid with proceeds of asset sales by GDTE and its subsidiaries greater than $15 million. Loans under the term loan facility bear interest at LIBOR plus 237.5 basis points. With respect to the revolving credit facilities, we pay an annual commitment fee of 75 basis points on the undrawn portion of the commitments and loans bear interest at LIBOR plus 275 basis points. As of September 30, 2005, there were $4 million of letters of credit issued under the European revolving credit facility, $187 million was drawn under the German term loan facilities and there were no borrowings under the German or European revolving credit facilities.

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

$300 Million Third Lien Secured Term Loan Facility

At closing, we used the availability under this facility to pay down and retire our prior credit facilities and pay certain fees and expenses. Our obligations under this facility are guaranteed by most of our wholly-owned U.S. subsidiaries and by our wholly-owned Canadian subsidiary, Goodyear Canada Inc. and are secured by third priority security interests in the same collateral securing the $1.5 billion asset-based credit facility (however, the facility is not secured by any of the manufacturing facilities that secure the first and second lien facilities). The liens are pari-passu with the liens securing our $650 million secured notes due 2011. The facility contains covenants substantially identical to those contained in the $650 million secured notes due 2011, which limit our ability to incur additional indebtedness or liens, pay dividends, make distributions and stock repurchases, make investments and sell assets, among other limitations. Loans under this facility bear interest at LIBOR plus 350 basis points. As of September 30, 2005, this facility was fully drawn.

International Accounts Receivable Securitization Facilities (On-Balance-Sheet)

On December 10, 2004, GDTE and certain of its subsidiaries entered into a new five-year pan-European accounts receivable securitization facility. The facility initially provided €165 million (approximately $225 million) of funding. The facility was subsequently expanded to €275 million (approximately $331 million) and is subject to customary annual renewal of back-up liquidity lines.

     The facility involves the twice-monthly 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 retained servicing responsibilities. It is an event of default under the facility if:

	•		the ratio of our Consolidated EBITDA to our Consolidated Interest Expense falls below 2.00 to 1.00;
	•		the ratio of our Consolidated Secured Indebtedness (net of cash in excess of $400 million) to our Consolidated EBITDA is greater than 3.50 to 1.00; or
	•		the ratio of GDTE’s third party indebtedness (net of cash held by GDTE and its Consolidated subsidiaries in excess of $100 million) to its consolidated EBITDA is greater than 2.75 to 1.00.

     The defined terms used in the events of default tests are similar to those in the European Credit Facilities. As of September 30, 2005, and December 31, 2004, the amount outstanding and fully-utilized under this program totaled $331 million and $225 million, respectively. The program did not qualify for sale accounting pursuant to the provisions of Statement of Financial Accounting Standards 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, SPT and other subsidiaries in Australia have accounts receivable programs totaling $58 million and $63 million at September 30, 2005 and December 31, 2004, respectively. These amounts are included in Notes payable.

Debt Maturities

The annual aggregate maturities of long term debt and capital leases for the five years subsequent to September 30, 2005 are presented below. Maturities of debt credit agreements have been reported on the basis that the commitments to lend under these agreements will be terminated effective at the end of their current terms.

		Twelve Months Ending September 30,
(In millions)		2006				2007				2008				2009				2010
Domestic		$	133			$	522			$	105			$	5			$	1,206
International			119				4				4				7				523
		$	252			$	526			$	109			$	12			$	1,729

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

NOTE 6. PENSION, SAVINGS AND OTHER POSTRETIREMENT BENEFIT PLANS

We provide substantially all employees with pension or savings plan benefits and substantially all domestic employees and employees at certain international subsidiaries with health care and life insurance benefits upon retirement.

     Pension cost follows:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions)		2005				2004				2005				2004
Service cost – benefits earned during the period		$	24			$	22			$	73			$	67
Interest cost on projected benefit obligation			104				104				317				315
Expected return on plan assets			(93	)			(87	)			(281	)			(259	)
Amortization of unrecognized: – prior service cost			16				19				50				57
– net losses			36				29				108				90
– transition amount			1				—				1				—
Net periodic pension cost			88				87				268				270
Curtailments / settlements			—				9				1				10
Special termination benefits			1				4				1				4
Total pension cost		$	89			$	100			$	270			$	284

We currently expect to contribute approximately $490 million to our major funded domestic and international pension plans in 2005. For the three and nine months ended September 30, 2005, we contributed $176 million and $272 million, respectively, to our domestic plans and $18 and $60 million, respectively, to our international plans.

     Substantially all employees in the U.S. and employees of certain international locations are eligible to participate in a savings plan. Effective January 1, 2005, all newly-hired salaried employees in the U.S. are eligible for a Company-funded contribution into the Salaried Savings Plan, as they are not eligible to participate in our defined benefit pension plan. The expenses recognized for Company contributions for these savings plans for the three months ended September 30, 2005 and 2004 were $4 million and $5 million, respectively, and $14 million and $13 million for the nine months ended September 30, 2005 and 2004, respectively.

     On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act (the “Act”) was signed into law. The Act will provide plan sponsors a federal subsidy for certain qualifying prescription drug benefits covered under the sponsor’s postretirement health care plans. On May 19, 2004, the FASB issued Staff Position No. 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003” (FSP 106-2), which requires measures of the accumulated postretirement benefit obligation and net periodic postretirement benefit cost to reflect the effects of the Act in the first interim or annual period beginning after June 15, 2004. On January 21, 2005 final regulations under the Act were issued. Based on the clarifications provided in the final regulations, net periodic postretirement cost is expected to be lower by approximately $63 million in 2005, of which $17 million and $46 million was recorded in the three and nine months ended September 30, 2005, respectively. The change is estimated to increase pre-tax earnings by approximately $53 million in 2005, of which $17 million and $35 million was recorded in the three and nine months ended September 30, 2005, respectively. The difference between the effect on net periodic postretirement costs and pre-tax earnings represents the portion of net periodic postretirement cost that is carried as inventory at the respective dates. The accumulated postretirement benefit obligation was reduced by $529 million. The reduction is being amortized as a reduction of expense over the average remaining service life of active employees.

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

     Postretirement benefit cost follows:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions)		2005				2004				2005				2004
Service cost – benefits earned during the period		$	5			$	6			$	17			$	19
Interest cost on projected benefit obligation			36				47				116				145
Amortization of unrecognized: — prior service cost			11				11				33				35
— net losses			1				9				11				27
Net periodic postretirement cost			53				73				177				226
Curtailments / settlements			—				13				—				13
Total postretirement cost		$	53			$	86			$	177			$	239

NOTE 7. COMMITMENTS AND CONTINGENT LIABILITIES

At September 30, 2005, we had binding commitments for raw materials and investments in land, buildings and equipment of $1,160 million, and off-balance-sheet financial guarantees written and other commitments totaling $9 million.

Environmental Matters

We have recorded liabilities totaling $42 million and $40 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, 2005 and December 31, 2004, respectively. Of these amounts, $10 million and $9 million was included in Other current liabilities at September 30, 2005 and December 31, 2004, respectively. The costs include legal and consulting fees, site studies, the design and implementation of remediation plans, post-remediation monitoring and related activities that 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. See “Asbestos” below for information regarding insurance settlements completed during the second and third quarters of 2005 related to both asbestos and environmental matters.

Workers’ Compensation

We have recorded liabilities, on a discounted basis, totaling $258 million and $231 million for anticipated costs related to workers’ compensation at September 30, 2005 and December 31, 2004, respectively. Of these amounts, $99 million was included in Current Liabilities as part of Compensation and benefits at September 30, 2005 and December 31, 2004. 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 $509 million and $549 million for potential product liability and other tort claims, including related legal fees expected to be incurred, presently asserted against us at September 30, 2005 and December 31, 2004, respectively. Of these amounts, $253 million and $266 million were included in Other current liabilities at September 30, 2005 and December 31, 2004, 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, current trends. We have recorded insurance receivables for potential product liability and other tort claims of $60 million at September 30, 2005 and $117 million at December 31, 2004. Of these amounts, $10 million and $14 million was included in Current Assets as part of Accounts and notes receivable at September 30, 2005 and December 31, 2004, respectively.

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

Asbestos. We are a defendant in numerous lawsuits alleging various asbestos-related personal injuries purported to result from alleged exposure to asbestos in certain rubber encapsulated products or aircraft braking systems manufactured by us in the past, or to asbestos 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 33,300 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 $233 million through September 30, 2005 and $226 million through December 31, 2004.

     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.

		Nine Months Ended				Year Ended December 31,
(Dollars in millions)		September 30, 2005				2004				2003
Pending claims, beginning of period			127,300				118,000				99,700
New claims filed			5,200				12,700				26,700
Claims settled/dismissed			(6,700	)			(3,400	)			(8,400	)
Pending claims, end of period			125,800				127,300				118,000
Payments (1)		$	18			$	30			$	30

We engaged an independent asbestos valuation firm 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 gross liabilities for both asserted and unasserted claims, inclusive of defense costs, totaling $109 million at September 30, 2005 and $119 million at December 31, 2004. The recorded liability represents our estimated liability over the next four years, which represents the period over which the liability can be reasonably estimated. Due to the difficulties in making these estimates, analysis based on new data and/or a change in circumstances arising in the future could result in an increase in the recorded obligation in an amount that cannot be reasonably estimated, and that increase could be significant. The portion of the liability associated with unasserted asbestos claims and related defense costs was $30 million at September 30, 2005 and $38 million at December 31, 2004. At September 30, 2005, our liability with respect to asserted claims and related defense costs was $79 million, compared to $81 million at December 31, 2004.

     We maintain primary insurance coverage under coverage-in-place agreements, and also have excess liability insurance with respect to asbestos liabilities. We have instituted coverage actions against certain of these excess carriers. After consultation with our outside legal counsel and giving consideration to relevant factors including the ongoing legal proceedings with certain of our excess coverage insurance carriers, their financial viability, their legal obligations and other pertinent facts, we determine an amount we expect is probable of recovery from such carriers. We record a receivable with respect to such policies when we determine that recovery is probable and we can reasonably estimate the amount of a particular recovery.

     Based upon a model employed by the valuation firm, as of September 30, 2005, (i) we had recorded a receivable related to asbestos claims of $56 million, compared to $108 million at December 31, 2004, 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. Of this amount, $10 million and $9 million was included in Current Assets as part of Accounts and notes receivable at September 30, 2005 and December 31, 2004, respectively. 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. During the second quarter of 2005, as a result of a recent court determination, we further refined our method of allocating losses to excess coverage policies, resulting in a reduction in available insurance coverage over the period covered by the estimated liability. The recorded receivable also declined during the second and third quarters due to settlements with certain excess insurance carriers, as discussed below.

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

     We believe that, at September 30, 2005, we had at least $176 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 $56 million insurance receivable recorded at September 30, 2005. We also had approximately $21 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, 2005.

     We reached an agreement effective April 13, 2005, to settle our claims for insurance coverage for asbestos and pollution related liabilities with respect to pre-1993 insurance policies issued by certain underwriters at Lloyd’s, London, and reinsured by Equitas. The settlement agreement generally provides for the payment of money to us in exchange for the release by us of past, present and future claims under those policies and the cancellation of those policies; agreement by us to indemnify the underwriters from claims asserted under those policies; and includes provisions addressing the impact on the settlement should federal asbestos reform legislation be enacted on or before January 3, 2007.

     Under the agreement, Equitas paid $22 million to us and placed $39 million into a trust. The trust funds may be used to reimburse us for a portion of costs we incur in the future to resolve certain asbestos claims. Our ability to use any of the trust funds is subject to specified confidential criteria, as well as limits on the amount that may be drawn from the trust in any one month. If federal asbestos reform legislation is enacted into law on or prior to January 3, 2007, then the trust would repay Equitas any amount it is required to pay with respect to our asbestos liabilities as a result of such legislation up to the amount remaining in the trust at that time. If such legislation is not enacted by that date, any funds remaining in the trust will be disbursed to us to enable us to meet future asbestos-related liabilities or for other purposes.

     We also reached an agreement effective July 27, 2005, to settle our claims for insurance coverage for asbestos and pollution related liabilities with respect to insurance policies issued by certain other non-Equitas excess insurance carriers which participated in policies issued in the London Market. The settlement agreement generally provides for the payment of $25 million to us in exchange for the release by us of past, present and future claims under those policies and the cancellation of those policies; and agreement by us to indemnify the underwriters from claims asserted under those policies. In conjunction with the settlement we recorded a gain of $14 million during the third quarter.

     We believe that our reserve for asbestos claims, and the receivable for recoveries from insurance carriers recorded in respect of these claims, reflect reasonable and probable estimates of these amounts, subject to the exclusion of claims for which it is not feasible to make reasonable estimates. The estimate of the assets and liabilities related to pending and expected future asbestos claims and insurance recoveries is subject to numerous uncertainties, including, but not limited to, changes in:

	•		the litigation environment,
	•		Federal and state law governing the compensation of asbestos claimants,
	•		recoverability of receivables due to potential insolvency of carriers,
	•		our approach to defending and resolving claims, and
	•		the level of payments made to claimants from other sources, including other defendants.

     As a result, with respect to both asserted and unasserted claims, it is reasonably possible that we may incur a material amount of cost in excess of the current reserve, however, such amount cannot be reasonably estimated. Coverage under insurance policies is subject to varying characteristics of asbestos claims including, but not limited to, the type of claim (premise vs. product exposure), alleged date of first exposure to our products or premises and disease alleged. Depending upon the nature of these characteristics, as well as the resolution of certain legal issues, some portion of the insurance may not be accessible by us.

Heatway (Entran II). On June 4, 2004, we entered into an amended settlement agreement that was intended to address the claims arising out of a number of Federal, state and Canadian actions filed against us involving a rubber hose product, Entran II. We supplied Entran II from 1989 to 1993 to Chiles Power Supply, Inc. (d/b/a Heatway Systems), a designer and seller of hydronic radiant heating systems in the United States. Heating systems using Entran II are typically attached or embedded in either indoor flooring or outdoor pavement, and use Entran II hose as a conduit to circulate warm fluid as a source of heat. We had recorded liabilities related to Entran II claims totaling $267 million at September 30, 2005 and $307 million at December 31, 2004.

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

     On October 19, 2004, the amended settlement received court approval. As a result, we have made, or will make annual cash contributions to a settlement fund of $60 million, $40 million, $15 million, $15 million and $20 million in 2004, 2005, 2006, 2007 and 2008, respectively. In addition to these annual payments, we contributed approximately $170 million received from insurance contributions to the settlement fund pursuant to the terms of the settlement agreement. We do not expect to receive any additional insurance reimbursements for Entran II related matters.

     Forty-one sites remain opted-out of the amended settlement. Two actions involving approximately 10 of these sites are currently pending against us, and additional actions may be filed against us in the future. Although any liability resulting from the opt-outs will not be covered by the amended settlement, we will be entitled to assert a proxy claim against the settlement fund for the payment such claimant would have been entitled to under the amended settlement.

     In addition to the sites that have been opted-out of the amended settlement, any liability related to five actions in which we have received adverse judgments also will not be covered by the amended settlement. With respect to two of these matters, however, we will be entitled to assert a proxy claim against the settlement fund for amounts (if any) paid to plaintiffs in these actions.

     The ultimate cost of disposing of Entran II claims is dependent upon a number of factors, including our ability to resolve claims not subject to the amended settlement (including the cases in which we have received adverse judgments), the extent to which the liability, if any, associated with such a claim may be offset by our ability to assert a proxy claim against the settlement fund and whether or not claimants opting-out of the amendment settlement pursue claims against us in the future.

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.

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.

Subsidiary Guarantees

Certain of our subsidiaries guarantee certain debt obligations of SPT and T&WA. Goodyear, Goodyear Australia Limited, a wholly-owned subsidiary of Goodyear, and certain subsidiaries of Goodyear Australia Limited guarantee SPT’s obligations under credit facilities in the amount of $74 million, which expire at various times through 2009. The maximum potential amount of payments totaled $74 million. The guarantees are unsecured. The SPT credit facilities are secured by certain subsidiaries of SPT. As of September 30, 2005, the carrying amount of the secured assets of these certain subsidiaries was $208 million, consisting primarily of accounts receivable, inventory and fixed assets. We guarantee an industrial revenue bond obligation of T&WA in the amount of $5 million. The guarantee is unsecured.

Other Financing

We will from time to time issue guarantees to financial institutions on behalf of certain of our unconsolidated affiliates or our customers. We generally do not require collateral in connection with the issuance of these guarantees. In the event of non-payment by an affiliate, we are obligated to make payment to the financial institution, and will typically have recourse to the assets of that affiliate or customer. At September 30, 2005, we had affiliate and customer guarantees outstanding under

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

which the maximum potential amount of payments totaled $2 million and $6 million, respectively. The affiliate and customer guarantees expire at various times through 2005 and 2019, respectively. We are unable to estimate the extent to which our affiliates’ or customers’ assets, in the aggregate, would be adequate to recover the maximum amount of potential payments with that affiliate or customer.

Indemnifications

At September 30, 2005, we were a party to various agreements under which we had assumed obligations to indemnify the counterparties from certain potential claims and losses. These agreements typically involve standard commercial activities undertaken by us in the normal course of business; the sale of assets by us; the formation of joint venture businesses to which we had contributed assets in exchange for ownership interests; and other financial transactions. Indemnifications provided by us pursuant to these agreements relate to various matters including, among other things, environmental, tax and shareholder matters; intellectual property rights; government regulations and employment-related matters; and dealer, supplier and other commercial matters.

     Certain indemnifications expire from time to time, and certain other indemnifications are not subject to an expiration date. In addition, our potential liability under certain indemnifications is subject to maximum caps, while other indemnifications are not subject to caps. Although we have been subject to indemnification claims in the past, we cannot reasonably estimate the number, type and size of indemnification claims that may arise in the future. Due to these and other uncertainties associated with the indemnifications, our maximum exposure to loss under these agreements cannot be estimated.

     We have determined that there are no guarantees other than liabilities for which amounts are already recorded or reserved in our consolidated financial statements under which it is probable that we have incurred a liability.

NOTE 8. BUSINESS SEGMENTS

Effective January 1, 2005, Chemical Products was integrated into North American Tire. Intercompany sales from Chemical Products to other segments are no longer reflected in our segment sales. In addition, segment operating income from intercompany sales from Chemical Products to other segments is no longer reflected in our total segment operating income.

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions)		2005				2004				2005				2004
Sales:
North American Tire		$	2,370			$	2,257			$	6,804			$	6,366
European Union Tire			1,131				1,085				3,507				3,256
Eastern Europe, Middle East and Africa Tire			394				344				1,076				928
Latin American Tire			372				316				1,101				910
Asia/Pacific Tire			356				319				1,065				970
Total Tires			4,623				4,321				13,553				12,430
Engineered Products			407				379				1,236				1,091
Net Sales			5,030				4,700				14,789				13,521

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)		2005				2004				2005				2004
Segment Operating Income:
North American Tire		$	58			$	27			$	124			$	44
European Union Tire			80				68				272				195
Eastern Europe, Middle East and Africa Tire			64				60				160				148
Latin American Tire			77				64				241				187
Asia/Pacific Tire			24				19				63				44
Total Tires			303				238				860				618
Engineered Products			27				34				78				89
Total Segment Operating Income			330				272				938				707
Rationalizations and asset sales			19				(28	)			45				(57	)
Interest expense			(103	)			(95	)			(306	)			(268	)
Foreign currency exchange			(8	)			(10	)			(19	)			(14	)
Minority interest in net income of subsidiaries			(25	)			(18	)			(79	)			(43	)
Financing fees and financial instruments			(10	)			(29	)			(99	)			(90	)
General and product liability — discontinued products			—				(8	)			(4	)			(25	)
Recovery (expense) for fire loss deductibles			—				—				14				(12	)
Professional fees associated with the restatement			—				(3	)			(2	)			(27	)
Environmental insurance recoveries			9				—				29				—
Other			1				(14	)			(15	)			(36	)
Income before Income Taxes		$	213			$	67			$	502			$	135

Rationalizations and portions of items reported as Other (Income) and Expense on the Consolidated Statement of Income 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)		2005				2004				2005				2004
Rationalizations:
North American Tire		$	3			$	4			$	(6	)		$	10
European Union Tire			3				1				1				26
Latin American Tire			—				—				—				2
Asia/Pacific Tire			—				—				(2	)			—
Engineered Products			3				23				3				23
Corporate			—				1				—				2
Total Rationalizations		$	9			$	29			$	(4	)		$	63
Other (Income) and Expense(1):
North American Tire		$	(28	)		$	—			$	(36	)		$	(2	)
European Union Tire			—				(1	)			(4	)			(3	)
Eastern Europe, Middle East and Africa Tire			—				—				1				—
Engineered Products			—				—				—				(1	)
Corporate			(12	)			31				23				115
Total Other (Income) and Expense		$	(40	)		$	30			$	(16	)		$	109

For the nine months ended September 30, 2005, we recorded approximately $8 million in net after-tax expense relating to prior periods. These out-of-period adjustments increased Net sales by $9 million, Cost of goods sold by $15 million, Other income by $2 million, Selling, administrative and general expenses and Minority interest, each by $1 million, and taxes by approximately $2 million.

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

     The out-of-period adjustments identified in 2005 include net after tax charges of $6 million to write-off negative equity of a minority partner’s interest in a consolidated affiliate, recognized in North American Tire, $6 million to write-down the carrying value of certain fixed assets in the Latin American Tire Segment, $3 million related to the elimination of intercompany profit in inventory, primarily in the European Union Tire Segment and Corporate, and $2 million related to the application of a tax law change in the European Union Tire Segment. These charges were partially offset by after-tax, out-of-period income of $6 million primarily due to the overaccrual of dealer incentives and $2 million related to the accounting for the minority interest portion of losses incurred under an indemnification agreement with our minority partner in the GDTE subsidiary of our European Union Tire Segment, and $1 million of net other, insignificant out-of-period items.

NOTE 9. CONSOLIDATING FINANCIAL INFORMATION

Certain of our subsidiaries have guaranteed Goodyear’s obligations under the $650 million of Senior Secured Notes issued in March 2004 and the $400 million aggregate principal amount of 9.00% Senior Notes due 2015 issued on June 23, 2005. The following presents the condensed consolidating financial information separately for:

(i)		The Goodyear Tire & Rubber Company (the “Parent Company”), the issuer of the guaranteed obligations;
(ii)		Guarantor subsidiaries, on a combined basis, as specified in the Indenture related to Goodyear’s obligations under the $650 million of Senior Secured Notes issued on March 12, 2004 ($450 million of 11% Senior Secured Notes due 2011 and $200 million Senior Secured Floating Rate Notes due 2011) and the Indenture related to Goodyear’s obligation under the $400 million aggregate principal amount of 9.00% Senior Notes due 2015 issued on June 23, 2005 (the “Notes”);
(iii)		Non-guarantor subsidiaries, on a combined basis;
(iv)		Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions and (b) eliminate the investments in our subsidiaries and (c) record consolidating entries; and
(v)		The Goodyear Tire & Rubber Company and Subsidiaries on a consolidated basis.

     Each guarantor subsidiary is 100% owned by the Parent Company at the date of each balance sheet presented. The Notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary. Each entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements, except for using the equity method of accounting to reflect ownership interests in subsidiaries which are eliminated upon consolidation.

     Certain non-guarantor subsidiaries of the Parent Company are restricted from remitting funds to it by means of dividends, advances or loans, primarily due to restrictions in credit facility agreements entered into by those subsidiaries.

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

Consolidating Balance Sheet

		September 30, 2005
										Non-				Consolidating
		Parent				Guarantor				Guarantor				Entries and
(In millions)		Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
Assets:
Current Assets:
Cash and Cash Equivalents		$	832			$	22			$	808			$	—			$	1,662
Restricted Cash			200				—				15				—				215
Accounts and Notes Receivable			1,277				279				2,156				—				3,712
Accounts and Notes Receivables from Affiliates			—				604				—				(604	)			—
Inventories			1,255				288				1,404				(53	)			2,894
Prepaid Expenses and Other Current Assets			70				14				176				8				268
Total Current Assets			3,634				1,207				4,559				(649	)			8,751
Other Assets			303				22				167				—				492
Goodwill			—				32				430				199				661
Other Intangible Assets			100				37				53				(36	)			154
Deferred Income Tax			—				14				69				—				83
Deferred Pension Costs			549				190				180				—				919
Investments in Subsidiaries			4,135				434				3,228				(7,797	)			—
Properties and Plants			2,023				304				2,828				24				5,179
Total Assets		$	10,744			$	2,240			$	11,514			$	(8,259	)		$	16,239
Liabilities:
Current Liabilities:
Accounts Payable-Trade		$	568			$	72			$	1,219			$	—			$	1,859
Accounts Payable to Affiliates			452				—				152				(604	)			—
Compensation and Benefits			725				50				309				—				1,084
Other Current Liabilities			417				13				145				—				575
United States and Foreign Taxes			65				39				227				—				331
Notes Payable			—				—				252				—				252
Long Term Debt and Capital Leases due within one year			124				—				128				—				252
Total Current Liabilities			2,351				174				2,432				(604	)			4,353
Long Term Debt and Capital Leases			4,335				1				608				—				4,944
Compensation and Benefits			3,348				329				1,312				—				4,989
Deferred and Other Noncurrent Income Taxes			68				(2	)			312				7				385
Other Long Term Liabilities			346				14				80				—				440
Minority Equity in Subsidiaries			—				—				643				189				832
Total Liabilities			10,448				516				5,387				(408	)			15,943
Commitments and Contingent Liabilities
Shareholders’ Equity (Deficit):
Preferred Stock			—				—				—				—				—
Common Stock			176				667				4,280				(4,947	)			176
Capital Surplus			1,397				5				869				(874	)			1,397
Retained Earnings			1,349				1,369				2,255				(3,624	)			1,349
Accumulated Other Comprehensive Income (Loss)			(2,626	)			(317	)			(1,277	)			1,594				(2,626	)
Total Shareholders’ Equity (Deficit)			296				1,724				6,127				(7,851	)			296
Total Liabilities and Shareholders’ Equity (Deficit)		$	10,744			$	2,240			$	11,514			$	(8,259	)		$	16,239