SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

THE GOODYEAR TIRE & RUBBER COMPANY

(Exact name of Registrant as specified in its charter)

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

(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.

Yes     þ          No     o

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

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

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

Yes     o     No      þ

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

     Number of Shares of Common Stock,
     Without Par Value, Outstanding at October 31, 2006:           177,477,115

 

 

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions, except per share amounts)		2006				2005				2006				2005
NET SALES		$	5,284			$	5,030			$	15,282			$	14,789
Cost of Goods Sold			4,329				4,008				12,478				11,772
Selling, Administrative and General Expense			671				707				2,042				2,139
Rationalizations (Note 2)			138				9				213				(4	)
Interest Expense			107				103				314				306
Other (Income) and Expense (Note 3)			2				(35	)			(30	)			(5	)
Minority Interest in Net Income of Subsidiaries			19				25				42				79
Income before Income Taxes			18				213				223				502
United States and Foreign Taxes on Income			66				71				195				223
NET (LOSS) INCOME		$	(48	)		$	142			$	28			$	279
NET (LOSS) INCOME PER SHARE OF COMMON STOCK –BASIC		$	(0.27	)		$	0.81			$	0.16			$	1.59
Average Shares Outstanding (Note 4)			177				176				177				176
NET (LOSS) INCOME PER SHARE OF COMMON STOCK – DILUTED		$	(0.27	)		$	0.70			$	0.16			$	1.39
Average Shares Outstanding (Note 4)			177				209				177				209

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)		2006				2005
Assets:
Current Assets:
Cash and Cash Equivalents		$	1,314			$	2,162
Restricted Cash (Note 1)			207				241
Accounts and Notes Receivable, less Allowance — $112 ($130 in 2005)			3,837				3,158
Inventories:
Raw Materials			642				584
Work in Process			158				137
Finished Products			2,422				2,086
			3,222				2,807
Prepaid Expenses and Other Current Assets			392				245
Total Current Assets			8,972				8,613
Goodwill			680				637
Intangible Assets			163				159
Deferred Income Tax			104				102
Deferred Pension Costs and Other Assets			808				860
Properties and Plants, less Accumulated Depreciation — $8,054 ($7,729 in 2005)			5,241				5,234
Total Assets		$	15,968			$	15,605
Liabilities:
Current Liabilities:
Accounts Payable-Trade		$	2,098			$	1,939
Compensation and Benefits			1,645				1,773
Other Current Liabilities			673				671
United States and Foreign Taxes			393				393
Notes Payable and Overdrafts (Note 5)			254				217
Long Term Debt and Capital Leases due within one year (Note 5)			529				448
Total Current Liabilities			5,592				5,441
Long Term Debt and Capital Leases (Note 5)			4,630				4,742
Compensation and Benefits			4,025				3,828
Deferred and Other Noncurrent Income Taxes			318				304
Other Long Term Liabilities			386				426
Minority Equity in Subsidiaries			841				791
Total Liabilities			15,792				15,532
Commitments and Contingent Liabilities (Note 8)
Shareholders’ Equity:
Preferred Stock, no par value:
Authorized, 50 shares, unissued			—				—
Common Stock, no par value:
Authorized, 450 shares (300 in 2005), Outstanding shares – 177 (177 in 2005) after deducting 19 treasury shares (19 in 2005)			177				177
Capital Surplus			1,416				1,398
Retained Earnings			1,326				1,298
Accumulated Other Comprehensive Loss			(2,743	)			(2,800	)
Total Shareholders’ Equity			176				73
Total Liabilities and Shareholders’ Equity		$	15,968			$	15,605

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)		2006				2005				2006				2005
Net (Loss) Income		$	(48	)		$	142			$	28			$	279
Other Comprehensive Income (Loss):
Foreign currency translation gain (loss)			(3	)			54				75				(151	)
Less reclassification adjustment for recognition of foreign currency translation loss in net income due to the sale of a subsidiary			—				49				—				49
Minimum pension liability			—				1				(5	)			36
Deferred derivative loss			—				(2	)			—				(18	)
Reclassification adjustment for amounts recognized in income			—				1				—				15
Tax on derivative reclassification adjustment			—				—				(3	)			(1	)
Unrealized investment gain (loss)			1				6				(10	)			9
Comprehensive Income (Loss)		$	(50	)		$	251			$	85			$	218

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)		2006				2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income		$	28			$	279
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization			499				478
Amortization of debt issuance costs			14				71
Deferred tax provision			(21	)			(14	)
Net rationalization charges (credits) (Note 2)			213				(4	)
Rationalization payments			(70	)			(34	)
Net gain on asset sales (Note 3)			(2	)			(41	)
Net insurance settlement gains			—				(79	)
Insurance recoveries			43				220
Minority interest and equity earnings			41				78
Pension contributions			(435	)			(332	)
Changes in operating assets and liabilities, net of asset acquisitions and dispositions:
Accounts and notes receivable			(643	)			(531	)
Inventories			(405	)			(206	)
Accounts payable — trade			168				(46	)
Prepaid expenses			(30	)			5
US and foreign taxes			(21	)			87
Compensation and benefits			314				330
Other current liabilities			(81	)			(120	)
Other assets and liabilities			(10	)			45
TOTAL CASH FLOWS FROM OPERATING ACTIVITIES			(398	)			186
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures			(451	)			(385	)
Asset dispositions			5				146
Asset acquisitions (Note 10)			(41	)			—
Decrease (increase) in restricted cash			34				(64	)
Other transactions			—				18
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES			(453	)			(285	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Short term debt and overdrafts incurred			166				151
Short term debt and overdrafts paid			(179	)			(113	)
Long term debt incurred			170				2,271
Long term debt paid			(186	)			(2,382	)
Debt issuance costs			—				(67	)
Dividends paid to minority interests in subsidiaries			(12	)			(24	)
Other transactions			5				5
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES			(36	)			(159	)
Effect of exchange rate changes on cash and cash equivalents			39				(46	)
Net Change in Cash and Cash Equivalents			(848	)			(304	)
Cash and Cash Equivalents at Beginning of the Period			2,162				1,955
Cash and Cash Equivalents at End of the Period		$	1,314			$	1,651

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 the 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, 2005 (the “2005
Form 10-K”).

     Operating results for the three and nine month periods ended September 30, 2006 are not necessarily indicative of the results expected in the subsequent quarter or for the year ending December 31, 2006.

Consolidated Statements of Cash Flows

Cash flows associated with derivative financial instruments designated as hedges of identifiable transactions or events are classified in the same category as the cash flows from the items being hedged. Cash flows associated with derivative financial instruments not designated as hedges are classified as operating activities.

     In 2005, we revised the classification for certain items, including restricted cash, in our Consolidated Statement of Cash Flows. Restricted cash is presented as an investing activity.

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 8 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.

Stock-Based Compensation

The Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based Payments”, (“SFAS No. 123R”), which replaced SFAS No. 123 “Accounting for Stock-Based Compensation”, (“SFAS No. 123”) and superseded Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” (“APB 25”). SFAS No. 123R requires entities to measure compensation cost arising from the grant of share-based awards to employees at fair value and to recognize such cost in income over the period during which the service is provided, usually the vesting period. We adopted SFAS No. 123R effective January 1, 2006 under the modified prospective transition method. Accordingly, we recognize compensation expense for all awards granted or modified after December 31, 2005 and for the unvested portion of all outstanding awards at the date of adoption.

          We elected to recognize compensation expense using the straight-line approach. We estimate fair value using the Black-Scholes valuation model. Assumptions used to estimate the compensation expense are determined as follows:

	•		Expected term is determined using a weighted average of the contractual term and vesting period of the award;
	•		Expected volatility is measured using the weighted average of historical daily changes in the market price of our common stock over the expected term of the award and implied volatility calculated for our exchange traded options with an expiration date greater than one year;
	•		Risk-free interest rate is equivalent to the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards; and,
	•		Forfeitures are based substantially on the history of cancellations of similar awards granted by us in prior years.

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

     Refer to Note 6 for additional information on our stock-based compensation plans and related compensation expense.

     Prior to the adoption of SFAS No. 123R, we used the intrinsic value method prescribed in APB 25 and also followed the disclosure requirements of SFAS No. 123, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure”, (“SFAS No. 148”); which required certain disclosures on a pro forma basis as if the fair value method had been followed for accounting for such compensation. The following table presents the pro forma effect on net income as if we had applied the fair value method to measure compensation cost prior to our adoption of SFAS No. 123R:

		Three Months				Nine Months
		Ended				Ended
		September 30,				September 30,
(In millions, except per share amounts)		2005				2005
Net income as reported		$	142			$	279
Add: Stock-based compensation expense included in net income (net of tax)			2				2
Deduct: Stock-based compensation expense calculated using the fair value method (net of tax)			(6	)			(13	)
Net income as adjusted		$	138			$	268
Net income per share:
Basic    — as reported		$	0.81			$	1.59
— as adjusted			0.79				1.53
Diluted — as reported		$	0.70			$	1.39
— as adjusted			0.68				1.34

Recently Issued Accounting Standards

The FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments” (“SFAS No. 155”) in February 2006. SFAS No. 155 amends SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities”, and SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” and addresses the application of SFAS No. 133 to beneficial interests in securitized financial assets. SFAS No. 155 establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation. Additionally, SFAS No. 155 permits fair value measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. SFAS No. 155 is effective for fiscal years beginning after September 15, 2006. We are currently assessing the impact SFAS No. 155 will have on our consolidated financial statements but do not anticipate it will be material.

     The FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets an amendment of FASB Statement No. 140” (“SFAS No. 156”) in March 2006. SFAS No. 156 requires a company to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset. A company would recognize a servicing asset or servicing liability initially at fair value. A company will then be permitted to choose to subsequently recognize servicing assets and liabilities using the amortization method or fair value measurement method. SFAS No. 156 is effective for fiscal years beginning after September 15, 2006. We are currently assessing the impact SFAS No. 156 will have on our consolidated financial statements but do not anticipate it will be material.

     On July 13, 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109” (“FIN No. 48”). FIN No. 48 clarifies what criteria must be met prior to recognition of the financial statement benefit of a position taken in a tax return. FIN No. 48 will require companies to include additional qualitative and quantitative disclosures within their financial statements. The disclosures will include potential tax benefits from positions taken for

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

tax return purposes that have not been recognized for financial reporting purposes and a tabular presentation of significant changes during each period. The disclosures will also include a discussion of the nature of uncertainties, factors which could cause a change, and an estimated range of reasonably possible changes in tax uncertainties. FIN No. 48 will also require a company to recognize a financial statement benefit for a position taken for tax return purposes when it will be more-likely-than-not that the position will be sustained. FIN No. 48 will be effective for fiscal years beginning after December 15, 2006. Tax positions taken in prior years are being evaluated under FIN No. 48 and a one-time adjustment to the opening balance of retained earnings as of January 1, 2007 will be required to reflect tax benefits not previously recognized and tax liabilities not previously recorded under historical practice. We are currently assessing the impact FIN No. 48 will have on our consolidated financial statements.

     On September 15, 2006, the FASB issued 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 will require the fair value of an asset or liability to be based on a market based measure which will reflect the credit risk of the company. SFAS No. 157 will also require expanded disclosure requirements which will include the methods and assumptions used to measure fair value and the effect of fair value measures on earnings. SFAS No. 157 will be applied prospectively and will be effective for fiscal years beginning after November 15, 2007 and to interim periods within those fiscal years. We are currently assessing the impact SFAS No. 157 will have on our consolidated financial statements.

     On September 29, 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFAS No. 158”). SFAS No. 158 requires an employer that sponsors one or more defined benefit pension plans or other postretirement plans to 1) recognize the funded status of a plan, measured as the difference between plan assets at fair value and the benefit obligation, in the balance sheet; 2) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost; 3) measure defined benefit plan assets and obligations as of the date of the employer’s fiscal year-end balance sheet; and 4) disclose in the notes to the financial statements additional information about the effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition asset or obligation. SFAS No. 158 will be applied prospectively for fiscal years ending after December 15, 2006. We are currently assessing the impact SFAS No. 158 will have on our consolidated financial statements and expect the adoption of SFAS No. 158 will result in a significant increase in our total liabilities and cause our total shareholders’ equity to be in a significant deficit position as of December 31, 2006 as a result of unrecognized gains and losses and costs and credits currently disclosed in the footnotes to our consolidated financial statements for the year ended December 31, 2005. In addition, we expect our current pension liability to decrease significantly and our non-current pension liability to increase significantly as a result of the adoption of SFAS No. 158. SFAS No. 158’s requirements related to our measurement date, which is currently December 31, 2005, will not impact us. We do not expect the adoption of SFAS No. 158 to impact covenants related to our financing arrangements.

     In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB 108 was issued to provide interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. The provisions of SAB 108 must be applied to annual financial statements no later than the first fiscal year ending after November 15, 2006. We are currently assessing the impact SAB 108 will have on our consolidated financial statements but do not anticipate it will be material.

Revisions to Financial Statement Presentation

During the second quarter of 2006, we revised the classification of a portion of our pension liability from long term compensation and benefits to current compensation and benefits in our Consolidated Balance Sheet at December 31, 2005. The revision reflects amounts that should have been classified as current due to expected pension funding requirements for the next 12 months from December 31, 2005. Current compensation and benefits and long term compensation and benefits at December 31, 2005 as reported in our 2005 Annual Report on
Form 10-K, were $1,121 million and $4,480 million, respectively.

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

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

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 activity of our liability balance, the majority of which is reported in Other current liabilities:

		Associate-				Other Than
(In millions)		related Costs				Associate-related Costs				Total
Balance at December 31, 2005		$	19			$	15			$	34
First six month charges			72				6				78
Incurred			(25	)			(6	)			(31	)
Reversed to income			(3	)			—				(3	)
Balance at June 30, 2006			63				15				78
Third quarter charges			134				5				139
Incurred			(128	)			(5	)			(133	)
Reversed to income			(1	)			—				(1	)
Balance at September 30, 2006		$	68			$	15			$	83

In connection with the previously announced plan to exit certain segments of the private label tire manufacturing and distribution business in North America, we announced a plan to close our Tyler, Texas tire manufacturing facility. The closure is expected to be completed in the second quarter of 2007. Additional rationalization actions in the third quarter of 2006 consisted primarily of plans to reduce selling, administrative and general expense through headcount reductions in the North American Tire, European Union Tire and Eastern Europe Tire Segments. The first nine months of 2006 also included plans in the European Union Tire Segment to close a passenger tire manufacturing facility in Washington, United Kingdom, a plan in Eastern Europe Tire to close the bicycle tire and tube production line in Debica, Poland, and a plan to close Asia Pacific Tire Segment’s Upper Hutt, New Zealand passenger tire manufacturing facility.

     During the third quarter of 2006, $138 million ($126 million after-tax or $0.71 per share) of net charges were recorded and were comprised of $133 million of associate related costs and $5 million primarily for non-cancelable lease costs for plans initiated in 2006. The $133 million of associate related costs consisted of approximately $53 million of cash charges primarily for severance related costs and approximately $80 million related to non-cash pension and postretirement benefit curtailment charges and termination benefits. Additionally, in the third quarter $1 million of associate-related costs were recorded for a plan initiated in 2005 and $1 million of reversals were recorded for actions no longer needed for their originally-intended purpose.

     For the first nine months of 2006, $213 million ($186 million after-tax or $1.05 per share) of net charges were recorded. New charges of $217 million were comprised of $213 million for plans initiated in 2006 and $4 million for plans initiated in 2005 for associate-related costs. The $213 million of new charges for 2006 plans consisted of $202 million of associate-related costs and $11 million primarily for non-cancelable lease costs. The $202 million of associate related costs consisted of approximately $122 million related primarily to associate related severance costs and approximately $80 million related to non-cash pension and postretirement benefit curtailment charges and termination benefits. The first nine months of 2006 includes the reversal of $4 million of reserves for actions no longer needed for their originally-intended purposes. Approximately 3,935 associates will be released under programs initiated in 2006, of which 1,455 were released by September 30, 2006.

     The accrual balance of $83 million at September 30, 2006 includes approximately $9 million related to long-term non-cancelable lease costs and approximately $74 million of associate and other costs that are expected to be substantially utilized within the next twelve months.

     Accelerated depreciation charges of $7 million and $52 million were recorded as Cost of goods sold in the third quarter and nine months ended September 30, 2006, respectively, for fixed assets taken out of service primarily in connection with the Washington and Upper Hutt plant closures. We also recorded charges of $2 million of accelerated depreciation in Selling, administrative and general expense in the first nine months of 2006. In the third quarter and first nine months of 2005, $1 million and $2 million, respectively, in accelerated depreciation charges were recorded in Cost of goods sold.

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

     During the third quarter of 2005, $9 million ($8 million after-tax or $0.04 per share) of charges were recorded for the plans initiated in 2005 primarily for associate severance costs, including $1 million for non-cash pension special termination benefits.

     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 of reversals for rationalization actions no longer needed for their originally-intended purposes. These reversals were partially offset by $11 million 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 related to plans initiated before 2002. The $11 million of charges primarily represented associate-related costs and consisted of $9 million for plans initiated in 2005 and $2 million for plans initiated in 2004.

NOTE 3. OTHER (INCOME) AND EXPENSE

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions)		2006				2005				2006				2005
Interest income		$	(15	)		$	(13	)		$	(51	)		$	(40	)
Asset sales			—				(28	)			(2	)			(41	)
Financing fees and financial instruments			10				10				30				99
Foreign currency exchange			4				8				2				19
General & product liability — discontinued products (Note 8)			1				—				10				4
Equity in (earnings) losses of affiliates			1				(3	)			(6	)			(8	)
Latin American legal matter			—				—				(15	)			—
Insurance recoveries			(1	)			(9	)			(1	)			(43	)
Miscellaneous			2				—				3				5
		$	2			$	(35	)		$	(30	)		$	(5	)

Other (income) and expense was $2 million of expense in the third quarter of 2006, a decrease of $37 million, compared to $35 million of income in the third quarter of 2005. The decrease was primarily related to $25 million of income from the sale of the Wingtack adhesive resins business in the North American Tire Segment in August 2005. Also, the third quarter of 2005 includes a $9 million gain from an insurance settlement with certain insurance companies related to environmental coverage.

     Other (income) and expense was $30 million of income for the nine months of 2006, an increase of $25 million, compared to $5 million of income for the nine months of 2005. The improvement was related to $15 million of income resulting from the favorable resolution of a legal matter in Latin American Tire and $69 million in lower financing fee expenses. The 2005 financing fees included $47 million of debt issuance costs written-off in connection with our refinancing activities during the third quarter of 2005 and $22 million of higher fee levels. Also, in the first nine months of 2006, interest income increased $11 million due to higher investment levels coupled with higher interest rates. The 2005 period also included a $43 million gain from insurance settlements with certain insurance companies primarily related to environmental coverage and $25 million of income from the sale of the Wingtack adhesive resins business.

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

NOTE 4. PER SHARE OF COMMON STOCK

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

     There are contingent conversion features included in the indenture governing our $350 million 4% Convertible Senior Notes due 2034 (“the Notes”), issued on July 2, 2004. The Notes became convertible on January 17, 2006 and remained convertible through March 31, 2006. No notes were surrendered for conversion during this period. The Notes were not convertible during the second and third quarters of 2006 and will not be convertible during the fourth quarter of 2006 as the applicable stock price condition was not met. The Notes may be convertible after December 31, 2006 if the stock price condition is met in any future fiscal quarter or if any other conditions to conversion set forth in the indenture governing the Notes are met. If all of the Notes outstanding are surrendered for conversion, the aggregate number of shares of common stock issued would be approximately 29 million.

     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)		2006				2005				2006				2005
Average shares outstanding — basic			177				176				177				176
4% Convertible Senior Notes due 2034			—				29				—				29
Stock options and other dilutive securities			—				4				—				4
Average shares outstanding — diluted			177				209				177				209

     Average shares outstanding – diluted for the three and nine months of 2006, excludes the effects of the 29 million contingently issuable shares as inclusion would have been anti-dilutive, and approximately 8 million equivalent shares related to options with exercise prices less than the average market price of our common shares (i.e. “in-the-money” options) as their inclusion would have been anti-dilutive.

     Additionally, average shares outstanding – diluted exclude approximately 18 million and 23 million equivalent shares related to options with exercise prices that were greater than the average market price of our common shares (i.e. “underwater” options), for the three and nine month periods ended September 30, 2006 and 2005, respectively.

     The following table presents the computation of adjusted Net (loss) income used in computing net (loss) income per share – diluted. The computation assumes that after-tax interest costs incurred on the Notes would have been avoided had the Notes been converted as of July 1, for the three months ended September 30 and as of January 1 for the nine months ended September 30:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions)		2006				2005				2006				2005
Net (Loss) Income		$	(48	)		$	142			$	28			$	279
After-tax impact of 4% Convertible Senior Notes due 2034			—				4				—				12
Adjusted Net (Loss) Income		$	(48	)		$	146			$	28			$	291

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

NOTE 5. FINANCING ARRANGEMENTS

At September 30, 2006, we had total credit arrangements totaling $7,455 million, of which $1,589 million were unused, compared to $7,511 million and $1,677 million, respectively, at December 31, 2005. In October 2006, we borrowed an aggregate of $975 million under our $1.5 billion first lien credit facility.

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

At September 30, 2006, we had short term committed and uncommitted credit arrangements totaling $480 million, of which $226 million was unused, compared to $399 million and $182 million, respectively, at December 31, 2005. 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)		2006				2005
Notes payable and overdrafts:
Amounts related to VIEs		$	—			$	74
Other international subsidiaries			254				143
		$	254			$	217
Weighted average interest rate			5.36	%			5.24	%
Long term debt and capital leases due within one year:
Amounts related to VIEs		$	1			$	54
5 3/8% Swiss franc bonds due 2006			—				120
6 5/8% due 2006			215				216
8 1/2% due 2007			300				—
Other (including capital leases)			13				58
		$	529			$	448
Weighted average interest rate			7.69	%			6.13	%
Total obligations due within one year		$	783			$	665

Long Term Debt and Capital Leases and Financing Arrangements

At September 30, 2006, we had long term credit arrangements totaling $6,975 million, of which $1,363 million were unused, compared to $7,112 million and $1,495 million, respectively, at December 31, 2005. The reduction of long-term arrangements reflects primarily the repayment of the 5 3/8% Swiss franc bonds during the first quarter of 2006.

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

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

		September 30,								December 31,
						Interest								Interest
(In millions)		2006				Rate				2005				Rate
Notes:
5 3/8% Swiss franc bonds due 2006		$	—				—			$	120				5 3/8	%
6 5/8% due 2006			215				6 5/8	%			216				6 5/8	%
8 1/2% due 2007			300				8 1/2	%			300				8 1/2	%
6 3/8% due 2008			100				6 3/8	%			100				6 3/8	%
7 6/7% due 2011			650				7 6/7	%			650				7 6/7	%
Floating rate notes due 2011			200				13.70	%			200				12.31	%
11% due 2011			448				11	%			448				11	%
9% due 2015			400				9	%			400				9	%
7% due 2028			149				7	%			149				7	%
4% Convertible Senior Notes due 2034			350				4	%			350				4	%
Bank term loans:
$1.2 billion second lien term loan facility due 2010			1,200				7.95	%			1,200				7.06	%
€155 million senior secured European term loan due 2010			194				5.52	%			183				4.85	%
$300 million third lien secured term loan due 2011			300				8.70	%			300				7.81	%
Pan-European accounts receivable facility due 2009			348				4.64	%			324				3.91	%
German revolving credit facility due 2010			101				5.85	%			—				—
Other domestic and international debt			139				7.38	%			85				6.20	%
Amounts related to VIEs			8				7.49	%			89				6.45	%
			5,102								5,114
Capital lease obligations			57								76
			5,159								5,190
Less portion due within one year			(529	)							(448	)
		$	4,630							$	4,742

     The following table presents information about long term fixed rate debt, including capital leases, at September 30, 2006 and December 31, 2005:

(In millions)		September 30, 2006				December 31, 2005
Carrying amount — liability		$	2,710			$	2,847
Fair value — liability			2,840				3,046

The fair value was estimated using quoted market prices or discounted future cash flows. The fair value exceeded the carrying amount at September 30, 2006 and December 31, 2005 due primarily to lower market interest rates. The fair value of the 6 5/8% Notes due 2006 was partially hedged by floating rate swap contracts with notional principal amounts totaling $200 million at September 30, 2006 and December 31, 2005. The fair value of our variable rate debt approximated its carrying amount at September 30, 2006 and December 31, 2005.

$1.5 Billion First Lien Credit Facility

Our $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 these facilities and our subsidiaries’ obligations under the related guarantees are secured by first priority security interests in a variety of collateral.

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

     With respect to the deposit-funded facility, the lenders deposited $500 million 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, 2006, there were $500 million in letters of credit issued under the deposit-funded facility ($499 million at December 31, 2005) and $6 million in letters of credit issued under the revolving facility (no letters of credit were issued under the revolving credit facility at December 31, 2005). There were no borrowings under this facility at September 30, 2006 and at December 31, 2005.

$1.2 Billion Second Lien Term Loan Facility

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. At September 30, 2006 and December 31, 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) a €155 million German revolving credit facility, and (iii) €155 million of German term loan facilities. We provide unsecured guarantees to support these facilities. Goodyear Dunlop Tires Europe B.V. (“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 a variety of collateral. As of September 30, 2006, there were $4 million of letters of credit issued under the European revolving credit facility ($4 million at December 31, 2005), $194 million was fully drawn under the German term loan facilities ($183 million at December 31, 2005) and there were no borrowings under the European revolving credit facilities (no borrowings at December 31, 2005). As of September 30, 2006, $101 million was drawn under the German revolving credit facility (no borrowings at December 31, 2005).

     For a description of the collateral securing the above facilities as well as the covenants applicable to them, please refer to Note No. 10, Financing Arrangements and Derivative Financial Instruments in our 2005 Form 10-K.

$300 Million Third Lien Secured Term Loan Facility

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. The facility, however, is not secured by any of the manufacturing facilities that secure the first and second lien facilities. As of September 30, 2006 and December 31, 2005, this facility was fully drawn.

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

GDTE and certain of its subsidiaries are party to a five-year pan-European accounts receivable securitization facility. The facility provides €275 million of funding, and is subject to customary annual renewal of back-up liquidity lines.

     As of September 30, 2006, and December 31, 2005, the amount available and fully-utilized under this program totaled $348 million and $324 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.

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

     In addition to the pan-European accounts receivable securitization facility discussed above, certain subsidiaries in Australia had transferred accounts receivable under other programs totaling $70 million and $67 million at September 30, 2006 and December 31, 2005, respectively. These amounts are included in Notes payable and overdrafts.

Debt Maturities

The annual aggregate maturities of Long term debt and capital leases for the five years subsequent to September 30, 2006 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)		2007				2008				2009				2010				2011
Domestic		$	523			$	105			$	6			$	1,206			$	1,606
International			6				54				53				645				2
		$	529			$	159			$	59			$	1,851			$	1,608

NOTE 6. STOCK COMPENSATION PLANS

Our 1989 Performance and Equity Incentive Plan, 1997 Performance Incentive Plan and 2002 Performance Plan (collectively “the Plans”) permitted grants of performance equity units, stock options, stock options in tandem with stock appreciation rights (“SARs”), and restricted stock units to employees. The Plans expired on April 14, 1997, December 31, 2001 and April 15, 2005, respectively, except for grants then outstanding. Our 2005 Performance Plan, due to expire on April 26, 2008, also permits the grant of stock options, SARs, performance share units and restricted stock units. A maximum of 12,000,000 shares of our common stock may be issued for grants made under the 2005 Performance Plan.

     On December 4, 2000, we adopted The Goodyear Tire & Rubber Company Stock Option Plan for Hourly Bargaining Unit Employees and the Hourly and Salaried Employee Stock Option Plan, which permitted the grant of options up to a maximum of 3,500,000 and 600,000 shares of our common stock, respectively. These plans expired on September 30, 2001 and December 31, 2002, respectively, except for options then outstanding. The options granted under these plans were fully vested prior to January 1, 2006.

     Shares issued under our stock-based compensation plans are usually issued from shares of our common stock held in treasury.

     Grants of stock options and SARs (collectively referred to as “options”) under the Plans generally have a graded vesting period of four years whereby one-fourth of the awards vest on each of the first four anniversaries of the grant date, an exercise price equal to the fair market value of one share of our common stock on the date of grant and a contractual term of ten years. The exercise of SARs cancels an equivalent number of stock options and conversely, the exercise of stock options cancels an equivalent number of SARs. Option grants are cancelled on termination of employment unless termination is due to retirement under certain circumstances, in which case, all outstanding options vest fully on retirement and remain outstanding until the end of their contractual term.

     The exercise of certain stock options through a share swap, whereby the employee exercising the stock options tenders shares of our common stock then owned by such employee towards the exercise price plus taxes, if any, due from such employee, results in an immediate grant of new options (hereinafter referred to as “reload” options) equal to the number of shares so tendered, plus any shares tendered to satisfy the employee’s income tax obligations on the transaction. Each such grant of reload options vests on the first anniversary of its respective grant date, has an exercise price equal to the fair market value of one share of our common stock on the date of grant and a contractual term equal to the remaining contractual term of the original option. The subsequent exercise of such reload options through a share swap does not result in the grant of any additional reload options.

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

     The following table summarizes the activity related to options during 2006:

										Weighted
						Weighted				Average				Aggregate
						Average				Remaining				Intrinsic
						Exercise				Contractual				Value (In
		Options				Price				Term (Years)				Millions)
Outstanding at January 1			28,668,041			$	25.11
Options granted			105,676				13.72
Options exercised			(556,159	)			8.47
Options expired			(1,030,089	)			43.76
Options cancelled			(591,379	)			18.94
Outstanding at June 30			26,596,090				24.78
Options granted			11,250				10.97
Options exercised			(90,665	)			7.88
Options expired			(1,320	)			18.13
Options cancelled			(85,789	)			20.09
Outstanding at September 30			26,429,566				24.85				4.2			$	40
Vested and expected to vest at September 30			25,720,026				25.21				4.1			$	38
Exercisable at September 30			19,698,932				29.22				3.2			$	19
Available for grant at September 30			9,171,479

Significant option groups outstanding at September 30, 2006 and related weighted average exercise price and remaining contractual term information follows:

		Options				Options				Exercise				Remaining
Grant Date		Outstanding				Exercisable				Price				Contractual Term (Years)
12/06/05(1)			1,567,196				5,400			$	17.15				9.3
12/09/04			3,523,455				866,567				12.54				8.3
12/03/03			2,576,582				1,031,365				6.81				7.3
12/03/02			1,703,103				1,197,155				7.94				6.3
12/03/01			2,682,529				2,682,529				22.05				5.3
12/04/00			5,029,079				5,029,079				17.68				4.3
12/06/99			2,894,718				2,894,718				32.00				3.3
11/30/98			1,897,322				1,897,322				57.25				2.3
12/02/97			1,678,117				1,678,117				63.50				1.3
12/03/96			1,434,670				1,434,670				50.00				0.3
All other			1,442,795				982,010					(2)				(2)
			26,429,566				19,698,932

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

We granted 6,000 and 1,092,200 performance share units during the three and nine months ended September 30, 2006, respectively, under the 2005 Performance Plan. Total units earned may vary between 0% and 200% of the units granted based on the cumulative attainment of pre-determined targets of net income and total cash flow, net of debt, each weighed equally, over a three-year period from January 1, 2006 to December 31, 2008. Half of the units earned will be settled through the payment of cash and the balance will be settled through the issuance of an equivalent number of shares of our common stock. Eligible employees may elect to defer receiving the payout of all or a portion of their units earned until termination of employment. Each deferred unit equates to one share of our common stock and is payable, at the election of the employee, in cash, shares of our common stock or any combination thereof.

     As previously disclosed in our 2005 Form 10-K for the year ended December 31, 2005, during the first quarter of 2006, we made cash payments and issued shares of the Company’s common stock for performance equity units granted under the 2002 Performance Plan and earned as of December 31, 2005 for the three-year period ended on that date.

     As of January 1, 2006, we recognized compensation expense of $3 million ($2 million after-tax or $0.01 per share) upon the adoption of SFAS No. 123R. Additionally, we also recognized related expense of $8 million and $15 million for the three and nine months ended September 30, 2006, respectively; and tax benefits of $1 million for the nine months ended September 30, 2006. As of September 30, 2006, unearned compensation cost related to the unvested portion of all such awards was approximately $41 million and is expected to be recognized over the remaining vesting period of the respective grants, through September 30, 2010.

NOTE 7. PENSION, SAVINGS AND OTHER POSTRETIREMENT BENEFIT PLANS

We provide substantially all employees with pension or savings benefits and substantially all domestic employees and employees at certain non-U.S. subsidiaries with health care and life insurance benefits upon retirement. Effective March 1, 2006, all active participants in the Brazil pension plan were converted to a defined contribution savings plan, resulting in the recognition of a curtailment gain. The announcement of the planned closure of our Tyler, Texas facility resulted in the recognition of curtailment and termination charges for both pensions and other postretirement benefit plans during the third quarter of 2006.

     Pension cost follows:

		U.S.								U.S.
		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions)		2006				2005				2006				2005
Service cost – benefits earned during the period		$	24			$	12			$	77			$	36
Interest cost on projected benefit obligation			71				73				221				220
Expected return on plan assets			(72	)			(65	)			(219	)			(194	)
Amortization of unrecognized: — prior service cost			15				16				45				48
— net losses			20				21				69				65
Net periodic pension cost			58				57				193				175
Curtailments			21				—				21				—
Termination benefits			11				1				11				1
Total pension cost		$	90			$	58			$	225			$	176

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

The 2005 U.S. service cost reflects the suspension of the pension service credit agreed to in our last labor contract. This suspension expired on November 1, 2005.

		Non-U.S.								Non-U.S.
		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions)		2006				2005				2006				2005
Service cost — benefits earned during the period		$	12			$	12			$	40			$	37
Interest cost on projected benefit obligation			35				31				102				97
Expected return on plan assets			(30	)			(28	)			(88	)			(87	)
Amortization of unrecognized: — prior service cost			1				—				3				2
— net losses			20				15				56				43
— transition amount			—				1				—				1
Net periodic pension cost			38				31				113				93
Curtailments			—				—				(19	)			1
Total pension cost		$	38			$	31			$	94			$	94

We disclosed in our Consolidated Financial Statements for the year ended December 31, 2005, that we expected to contribute approximately $800 million to $875 million to our major funded U.S. and non-U.S. pension plans in 2006. During the third quarter of 2006, new U.S. funding legislation was signed into law. As a result, we now expect to contribute approximately $650 million to $700 million to our funded plans in 2006. For the three and nine months ended September 30, 2006, we contributed $31 million and $96 million, respectively, to our non-U.S. plans and $205 million and $339 million, respectively, to our domestic 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, 2006 and 2005 were $7 million and $4 million, respectively, and $21 million and $14 million for the nine months ended September 30, 2006 and 2005, 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)		2006				2005				2006				2005
Service cost — benefits earned during the period		$	6			$	5			$	18			$	17
Interest cost on projected benefit obligation			30				36				102				116
Amortization of unrecognized: — prior service cost			11				11				33				33
— net losses			—				1				6				11
Net periodic postretirement benefit cost			47				53				159				177
Curtailments			34				—				34				—
Termination benefits			14				—				14				—
Total postretirement benefit cost		$	95			$	53			$	207			$	177

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

NOTE 8. COMMITMENTS AND CONTINGENT LIABILITIES

At September 30, 2006, we had binding commitments for raw materials and investments in properties and plants of $1,186 million, and off-balance-sheet financial guarantees written and other commitments totaling $11 million.

Environmental Matters

We have recorded liabilities totaling $44 million and $43 million for anticipated costs related to various environmental matters, primarily the remediation of numerous waste disposal sites and certain properties sold by us, at September 30, 2006 and December 31, 2005, respectively. Of these amounts, $9 million and $12 million was included in Other current liabilities at September 30, 2006 and December 31, 2005, 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. During 2004, we reached a settlement with certain insurance companies under which we received approximately $159 million. We received $116 million in 2005 and the balance in the first quarter of 2006. A significant portion of the costs incurred by us related to these claims had been recorded in prior years.

Workers’ Compensation

We have recorded liabilities, on a discounted basis, totaling $269 million and $250 million for anticipated costs related to workers’ compensation at September 30, 2006 and December 31, 2005, respectively. Of these amounts, $107 million and $103 million were included in Current Liabilities as part of Compensation and benefits at September 30, 2006 and December 31, 2005, 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 $432 million and $467 million for potential product liability and other tort claims, including related legal fees expected to be incurred, presently asserted against us, at September 30, 2006 and December 31, 2005, respectively. Of these amounts, $244 million and $247 million were included in Other current liabilities at September 30, 2006 and December 31, 2005, respectively. The amounts recorded were estimated on the basis of an assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and, where available, recent and current trends. We have recorded insurance receivables for potential product liability and other tort claims of $53 million at September 30, 2006 and at December 31, 2005. Of these amounts, $9 million was included in Current Assets as part of Accounts and notes receivable at September 30, 2006 and December 31, 2005. We have restricted cash of $182 million and $198 million at September 30, 2006 and December 31, 2005, 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 38,800 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 $244 million through September 30, 2006 and $233 million through December 31, 2005.

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

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

		Nine Months Ended				Year Ended December 31,
(Dollars in millions)		September 30, 2006				2005				2004
Pending claims, beginning of period			125,500				127,300				118,000
New claims filed			2,900				6,200				12,700
Claims settled/dismissed			(4,100	)			(8,000	)			(3,400	)
Pending claims, end of period			124,300				125,500				127,300
Payments (1)		$	14			$	22			$	30

We engage 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 liabilities for both asserted and unasserted claims, inclusive of defense costs, totaling $101 million and $104 million at September 30, 2006 and December 31, 2005, respectively. The recorded liability represents our estimated liability over the next four years, which is 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 was $33 million at September 30, 2006 and $31 million at December 31, 2005. Our liability with respect to asserted claims and related defense costs was $68 million at September 30, 2006 and $73 million at December 31, 2005.

     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, 2006, (i) we had recorded a receivable related to asbestos claims of $53 million ($53 million at December 31, 2005), and (ii) we expect that approximately 50% of asbestos claim related losses would be recoverable up to our accessible policy limits through the period covered by the estimated liability. The receivable recorded consists of an amount we expect to collect under coverage-in-place agreements with certain primary carriers as well as an amount we believe is probable of recovery from certain of our excess coverage insurance carriers. Of this amount, $9 million was included in Current Assets as part of Accounts and notes receivable at September 30, 2006 and December 31, 2005.

     We believe that at September 30, 2006, 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 $53 million insurance receivable recorded at September 30, 2006. We also had approximately $20 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, 2006.

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

     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 September 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 $222 million at September 30, 2006 and $248 million at December 31, 2005.

     On October 19, 2004, the amended settlement received court approval. As a result, we have made cash contributions to a settlement fund totaling $100 million in 2004 and 2005, and will make additional contributions totaling $50 million between 2006 and 2008. In addition to these annual payments, we contributed approximately $174 million received from insurance contributions to a 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.

     Less than forty sites remain opted-out of the amended settlement. One action is 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, we have yet to finally resolve three actions in which we have received adverse judgments. Any liability related to these actions 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 amended 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

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

rulings could occur. An unfavorable ruling could include monetary damages or an injunction prohibiting us from selling one or more products. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the financial position and results of operations of the period in which the ruling occurs, or future periods.

Tax Matters

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We also recognize tax benefits to the extent that it is probable that our positions will be sustained when challenged by the taxing authorities. As of September 30, 2006, we had not recognized tax benefits of approximately $169 million ($127 million net of minority interest in net income of subsidiaries) relating to the reorganization of certain legal entities in 2001, which is the subject of a tax examination that could be resolved, in whole or in part, in 2006. Pursuant to the reorganization, our tax payments have been reduced by approximately $80 million through September 30, 2006. Should the ultimate outcome be unfavorable, we would be required to make a cash payment, with interest, for all tax benefits claimed as of that date. If we do not recognize the tax benefits related to the reorganization in the fourth quarter of 2006, and assuming it is more likely than not that our position will be sustained, we would record the benefit directly to the opening balance of retained earnings on January 1, 2007 in accordance with the provisions of FIN 48. For additional information regarding FIN 48 refer to “Recently Issued Accounting Standards” in Note 1.

Union Matters

On July 22, 2006, our master collective bargaining agreement with the United Steelworkers (“USW”) expired. On October 5, 2006, the USW declared a strike involving approximately 12,800 workers at sixteen of our facilities in the United States and Canada. As a result of the strike, we have implemented contingency plans and continue to operate these plants at reduced production levels. If the strike continues for an extended period and we are unable to mitigate its impact through contingency actions our business may be impacted by various factors including, difficulty serving our customers and meeting demand for certain product lines and a reduction of liquidity, any of which could have a material adverse affect on our results of operations and financial condition.

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 Tire and Wheel Assembly (“T&WA”). We guarantee an industrial revenue bond obligation of T&WA in the amount of $4 million at September 30, 2006 and $5 million at December 31, 2005. The guarantee is unsecured. At December 31, 2005, Goodyear, Goodyear Australia Limited, a wholly-owned subsidiary of Goodyear, and certain subsidiaries of Goodyear Australia Limited guaranteed South Pacific Tyres’ (SPT) obligations under credit facilities in the amount of $108 million, which expire at various times through 2007. The maximum potential amount of payments totaled $42 million. The guarantees are unsecured. The SPT credit facilities are secured by certain subsidiaries of SPT. As of December 31, 2005, the carrying amount of the secured assets of these certain subsidiaries was $199 million, consisting primarily of accounts receivable, inventory and fixed assets. In January 2006, we acquired the remaining 50% ownership interest in our SPT joint venture. See Note 10, Asset Acquisition.

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

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, 2006, we had customer guarantees outstanding under which the maximum potential amount of payments totaled $11 million. At December 31, 2005, we had affiliate and customer guarantees outstanding under which the maximum potential amount of payments totaled $2 million and $8 million, respectively. The customer guarantees expire at various times through 2006 and 2025, and all affiliate guarantees expired during the first nine months of 2006. We are unable to estimate the extent to which our customers’ assets, in the aggregate, would be adequate to recover the maximum amount of potential payments with that customer.

Indemnifications

At September 30, 2006, 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.

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

NOTE 9. BUSINESS SEGMENTS

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions)		2006				2005				2006				2005
Sales:
North American Tire		$	2,432			$	2,370			$	7,011			$	6,804
European Union Tire			1,263				1,131				3,647				3,507
Eastern Europe, Middle East and Africa Tire			430				394				1,153				1,076
Latin American Tire			407				372				1,190				1,101
Asia Pacific Tire			380				356				1,110				1,065
Total Tires			4,912				4,623				14,111				13,553
Engineered Products			372				407				1,171				1,236
Net Sales		$	5,284			$	5,030			$	15,282			$	14,789
Segment Operating Income:
North American Tire		$	19			$	58			$	68			$	124
European Union Tire			81				80				211				272
Eastern Europe, Middle East and Africa Tire			77				64				179				160
Latin American Tire			77				77				262				241
Asia Pacific Tire			28				24				78				63
Total Tires			282				303				798				860
Engineered Products			31				27				93				78
Total Segment Operating Income			313				330				891				938
Rationalizations and asset sales			(138	)			19				(211	)			45
Accelerated depreciation charges			(7	)			(1	)			(54	)			(2	)
Interest expense			(107	)			(103	)			(314	)			(306	)
Foreign currency exchange			(4	)			(8	)			(2	)			(19	)
Minority interest in net income of subsidiaries			(19	)			(25	)			(42	)			(79	)
Financing fees and financial instruments			(10	)			(10	)			(30	)			(99	)
General and product liability — discontinued products			(1	)			—				(10	)			(4	)
Latin American legal matter			—				—				15				—
Insurance recoveries			1				9				1				43
Interest income			15				13				51				40
Intercompany profit elimination			(1	)			5				(23	)			—
Corporate incentive and stock-based compensation plans			(9	)			(2	)			(26	)			(5	)
Other			(15	)			(14	)			(23	)			(50	)
Income before Income Taxes		$	18			$	213			$	223			$	502

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

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

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In millions)		2006				2005				2006				2005
Rationalizations:
North American Tire		$	110			$	3			$	112			$	(6	)
European Union Tire			20				3				59				1
Eastern Europe, Middle East and Africa Tire			3				—				12				—
Latin American Tire			1				—				1				—
Asia Pacific Tire			2				—				26				(2	)
Engineered Products			1				3				3				3
Corporate			1				—				—				—
Total Rationalizations		$	138			$	9			$	213			$	(4	)
Asset Sales:
North American Tire		$	—			$	(28	)		$	—			$	(36	)
European Union Tire			—				—				(2	)			(4	)
Eastern Europe, Middle East and Africa Tire			—				—				—				1
Corporate			—				—				—				(2	)
Total Asset Sales		$	—			$	(28	)		$	(2	)		$	(41	)