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

For the Quarterly Period Ended March 31, 2008

THE GOODYEAR TIRE & RUBBER COMPANY

(Exact Name of Registrant as Specified in Its Charter)

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

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

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

Yes þ      No o

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

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company 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 March 31, 2008:		240,562,789

 

 

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

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

		Three Months Ended
		March 31,
(In millions, except per share amounts)		2008				2007
NET SALES		$	4,942			$	4,499
Cost of Goods Sold			3,961				3,741
Selling, Administrative and General Expense			635				663
Rationalizations (Note 2)			13				15
Interest Expense			89				125
Other (Income) and Expense (Note 3)			(6	)			(20	)
Income (Loss) from Continuing Operations before Income Taxes and Minority Interest			250				(25	)
United States and Foreign Taxes			77				63
Minority Interest			26				22
Income (Loss) from Continuing Operations			147				(110	)
Discontinued Operations			—				(64	)
NET INCOME (LOSS)		$	147			$	(174	)
Income (Loss) Per Share — Basic
Income (Loss) from Continuing Operations		$	0.61			$	(0.61	)
Discontinued Operations			—				(0.35	)
Net Income (Loss) Per Share — Basic		$	0.61			$	(0.96	)
Weighted Average Shares Outstanding (Note 4)			240				180
Income (Loss) Per Share — Diluted
Income (Loss) from Continuing Operations		$	0.60			$	(0.61	)
Discontinued Operations			—				(0.35	)
Net Income (Loss) Per Share — Diluted		$	0.60			$	(0.96	)
Weighted Average Shares Outstanding (Note 4)			244				180

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

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

		March 31,				December 31,
(In millions)		2008				2007
Assets:
Current Assets:
Cash and Cash Equivalents		$	2,216			$	3,463
Restricted Cash			190				191
Accounts Receivable, less Allowance — $88 ($88 in 2007)			3,629				3,103
Inventories:
Raw Materials			576				591
Work in Process			159				147
Finished Products			2,797				2,426
			3,532				3,164
Prepaid Expenses and Other Current Assets			257				251
Total Current Assets			9,824				10,172
Goodwill			783				713
Intangible Assets			165				167
Deferred Income Tax			81				83
Other Assets			439				458
Property, Plant and Equipment less Accumulated Depreciation — $8,586 ($8,329 in 2007)			5,808				5,598
Total Assets		$	17,100			$	17,191
Liabilities:
Current Liabilities:
Accounts Payable-Trade		$	2,513			$	2,422
Compensation and Benefits			925				897
Other Current Liabilities			752				753
United States and Foreign Taxes			246				196
Notes Payable and Overdrafts (Note 7)			300				225
Long Term Debt and Capital Leases due within one year (Note 7)			92				171
Total Current Liabilities			4,828				4,664
Long Term Debt and Capital Leases (Note 7)			3,684				4,329
Compensation and Benefits			3,327				3,404
Deferred and Other Noncurrent Income Taxes			295				274
Other Long Term Liabilities			662				667
Minority Equity in Subsidiaries			1,087				1,003
Total Liabilities			13,883				14,341
Commitments and Contingent Liabilities (Note 10)
Shareholders’ Equity:
Preferred Stock, no par value:
Authorized, 50 shares, unissued			—				—
Common Stock, no par value:
Authorized, 450 shares, Outstanding shares – 241 (240 in 2007) after deducting 10 treasury shares (10 in 2007)			241				240
Capital Surplus			2,668				2,660
Retained Earnings			1,749				1,602
Accumulated Other Comprehensive Loss			(1,441	)			(1,652	)
Total Shareholders’ Equity			3,217				2,850
Total Liabilities and Shareholders’ Equity		$	17,100			$	17,191

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

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

		Three Months Ended
		March 31,
(In millions)		2008				2007
Net Income (Loss)		$	147			$	(174	)
Other Comprehensive Income:
Defined benefit plans:
Prior service credit from plan amendment during period, net of minority interest of $3 million in 2007			—				498
Decrease in net actuarial losses, net of minority interest of $1 million in 2007			—				31
Amortization of prior service cost and unrecognized gains and losses included in net periodic benefit cost, net of tax of $1 million ($7 million in 2007) and minority interest of $2 million ($3 million in 2007)			30				46
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures			—				133
			30				708
Foreign currency translation gain			186				44
Unrealized investment loss			(5	)			(7	)
Comprehensive Income		$	358			$	571

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)

		Three Months Ended
		March 31,
(In millions)		2008				2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)		$	147			$	(174	)
Less: Discontinued operations			—				(64	)
Income (Loss) from Continuing Operations			147				(110	)
Adjustments to reconcile income (loss) from continuing operations to cash flows from operating activities:
Depreciation and amortization			155				154
Amortization and write-off of debt issuance costs			16				6
Deferred tax provision			5				(2	)
Net rationalization charges (Note 2)			13				15
Net gains on asset sales (Note 3)			(33	)			(9	)
Fire loss expense			2				7
Minority interest and equity earnings			28				22
Pension contributions and direct payments			(53	)			(57	)
Rationalization payments			(16	)			(23	)
Insurance recoveries			9				—
Changes in operating assets and liabilities, net of asset acquisitions and dispositions:
Accounts receivable			(415	)			(435	)
Inventories			(296	)			(126	)
Accounts payable – trade			65				78
U.S. and foreign taxes			50				11
Compensation and benefits			—				152
Other assets and liabilities			(24	)			(76	)
TOTAL OPERATING CASH FLOWS FROM CONTINUING OPERATIONS			(347	)			(393	)
Discontinued operations			—				(15	)
TOTAL CASH FLOWS FROM OPERATING ACTIVITIES			(347	)			(408	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures			(226	)			(97	)
Asset dispositions (Note 3)			33				19
Asset acquisitions (Note 5)			(46	)			—
Decrease (Increase) in restricted cash			1				23
TOTAL INVESTING CASH FLOWS FROM CONTINUING OPERATIONS			(238	)			(55	)
Discontinued operations			—				(4	)
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES			(238	)			(59	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Short term debt and overdrafts incurred			69				69
Short term debt and overdrafts paid			—				(47	)
Long term debt incurred			6				293
Long term debt paid			(769	)			(1,685	)
Common stock issued			3				65
Other transactions			—				(9	)
TOTAL FINANCING CASH FLOWS FROM CONTINUING OPERATIONS			(691	)			(1,314	)
Discontinued operations			—				(5	)
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES			(691	)			(1,319	)
Net Change in Cash of Discontinued Operations			—				7
Effect of exchange rate changes on cash and cash equivalents			29				—
Net Change in Cash and Cash Equivalents			(1,247	)			(1,779	)
Cash and Cash Equivalents at Beginning of the Period			3,463				3,862
Cash and Cash Equivalents at End of the Period		$	2,216			$	2,083

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

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

NOTE 1. ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by The Goodyear Tire & Rubber Company (“Goodyear,” “we,” “us” or “our”) in accordance with Securities and Exchange Commission rules and regulations and in the opinion of management contain all adjustments (including normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2007 (the “2007 Form 10-K”).

     Operating results for the three months ended March 31, 2008 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2008.

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

     The results of operations, financial position and cash flows of our former Engineered Products business, which was previously a reportable operating segment and was sold July 31, 2007, have been reported as discontinued operations for all periods presented. Unless otherwise indicated, all disclosures in the notes to the unaudited interim consolidated financial statements relate to our continuing operations.

Fair Value Measurement

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

Valuation Hierarchy

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

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

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

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

Investments

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

Derivative Financial Instruments

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

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

     We have deferred the adoption of SFAS No. 157 with respect to nonfinancial assets and liabilities in accordance with the provisions of FSP FAS 157-2, “Effective Date of FASB Statement No. 157.” Items in this classification include goodwill, asset retirement obligations, rationalization accruals, intangible assets with indefinite lives, guarantees and certain other items.

     In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits a company to choose to measure many financial instruments and other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing a company with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. A company reports unrealized gains and losses in earnings at each subsequent reporting date on items for which the fair value option has been elected. We did not elect the fair value measurement option for any of our existing financial instruments other than those that are already being measured at fair value. The adoption of SFAS No. 159 effective January 1, 2008 did not have a material impact on our consolidated financial statements.

Reclassifications

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

Recently Issued Accounting Standards

In December 2007, the FASB issued SFAS No. 141 (Revised), “Business Combinations” (“SFAS No. 141 (R)”), replacing SFAS No. 141, “Business Combinations” (“SFAS No. 141”), and SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an Amendment of ARB No. 51” (“SFAS No. 160”). SFAS No. 141(R) retains the fundamental requirements of SFAS No. 141, broadens its scope by applying the acquisition method to all transactions and other events in which one entity obtains control over one or more other businesses, and requires, among other things, that assets acquired and liabilities assumed be measured at fair value as of the acquisition date, that liabilities related to contingent consideration be recognized at the acquisition date and remeasured at fair value in each subsequent reporting period, that acquisition-related costs be expensed as incurred, and that income be recognized if the fair value of the net assets acquired exceeds the fair value of the consideration transferred. SFAS No. 160 establishes accounting and reporting standards for noncontrolling interests (i.e., minority interests) in a subsidiary, including changes in a parent’s ownership interest in a subsidiary and requires, among other things, that noncontrolling interests in subsidiaries be classified as a separate component of equity. Except for the presentation and disclosure requirements of SFAS No. 160, which are to be applied retrospectively for all periods presented, SFAS No. 141 (R) and SFAS No. 160 are to be applied prospectively in financial statements issued for fiscal years beginning after December 15, 2008. We are assessing the impact SFAS No. 141 (R) and SFAS No. 160 will have on our consolidated financial statements.

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

     In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS No. 161”). SFAS No. 161 requires companies with derivative instruments to disclose information that would enable financial statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and how derivative instruments and related hedged items affect a company’s financial position, financial performance and cash flows. The new requirements apply to derivative instruments and nonderivative instruments that are designated and qualify as hedging instruments and related hedged items accounted for under SFAS No. 133. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008; however, early application is encouraged.

NOTE 2. COSTS ASSOCIATED WITH RATIONALIZATION PROGRAMS

To maintain global competitiveness, we have implemented rationalization actions over the past several years to reduce excess and high-cost manufacturing capacity and to reduce associate headcount. The net rationalization charges included in Income (Loss) from Continuing Operations before Income Taxes and Minority Interest are as follows:

		Three Months Ended
		March 31,
(In millions)		2008				2007
New charges		$	14			$	17
Reversals			(1	)			(2	)
		$	13			$	15

     The following table shows the roll-forward of our liability between periods:

						Other Than
		Associate-				Associate-Related
(In millions)		Related Costs				Costs				Total
Balance at December 31, 2007		$	56			$	6			$	62
2008 charges			4				10				14
Incurred			(12	)			(7	)			(19	)
Reversed to the statement of operations			(1	)			—				(1	)
Balance at March 31, 2008		$	47			$	9			$	56

During 2008, $13 million ($13 million after-tax or $0.05 per share) of net charges were recorded. New charges of $14 million represent $2 million for plans initiated in 2008 to exit certain unprofitable retail stores in our EMEA business unit, and $12 million for plans initiated in 2007 and prior years, primarily related to North American Tire, including the elimination of tire production at the Tyler tire plant and a warehouse closure.

     The accrual balance of $56 million at March 31, 2008 consists of $47 million for associate severance costs that are expected to be substantially utilized within the next twelve months and $9 million primarily for long term non-cancelable lease costs.

     Accelerated depreciation charges were recorded in 2007 for fixed assets that were taken out of service primarily in connection with the elimination of tire production at our Valleyfield and Tyler tire plants in the North American Tire Segment. No accelerated depreciation was recorded in the first quarter of 2008. In the first quarter of 2007, $17 million of accelerated depreciation was recorded as Cost of Goods Sold.

     During 2007, $15 million ($14 million after-tax or $0.08 per share) of net charges were recorded. New charges of $17 million represented $5 million for plans initiated in 2007 and $12 million for plans initiated in 2006.

     Approximately 5,400 associates will be released under programs initiated in 2006 and 2007, of which approximately 4,700 were released by March 31, 2008.

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

NOTE 3. OTHER (INCOME) AND EXPENSE

		Three Months Ended March 31,
(In millions)		2008				2007
Net gains on asset sales		$	(33	)		$	(9	)
Interest income			(29	)			(30	)
Financing fees			53				11
Insurance fire loss expense			2				7
Foreign currency exchange			8				2
General & product liability – discontinued products (Note 10)			5				4
Equity in earnings of affiliates			—				(2	)
Miscellaneous			(12	)			(3	)
		$	(6	)		$	(20	)

Other income and expense was $6 million of income in the first quarter of 2008, a decrease of $14 million compared to $20 million of income in the first quarter of 2007. Higher financing fees in 2008 included $43 million related to the redemption of $650 million of senior secured notes due 2011, of which $33 million was cash premiums paid on the redemption and $10 million was the write-off of deferred financing fees and unamortized discount. Asset sales in 2008 included gains on the sale of certain land and property in Europe, Middle East and Africa Tire of $18 million, Asia Pacific Tire of $10 million, and Latin American Tire of $5 million. Included in asset sales in the first quarter of 2007 was a gain of $7 million on the sale of property in Asia Pacific Tire.

NOTE 4. PER SHARE OF COMMON STOCK

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

     There are contingent conversion features included in the indenture governing our 4% convertible senior notes due 2034 (the “convertible notes”), issued on July 2, 2004. On December 10, 2007, $346 million of convertible notes were exchanged for approximately 28.7 million shares of Goodyear common stock plus a cash payment. If all of the remaining $4 million of convertible notes outstanding are surrendered for conversion, the aggregate number of shares of common stock issuable would be approximately 0.3 million.

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

		Three Months Ended March 31,
(In millions)		2008				2007
Weighted average shares outstanding – basic			240				180
Stock options and other dilutive securities			4				—
Weighted average shares outstanding – diluted			244				180

Weighted average shares outstanding – diluted for the three months ended March 31, 2007 exclude the effects of approximately 29 million contingently issuable shares and approximately 13 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 due to the loss from continuing operations for the period.

     Additionally, weighted average shares outstanding – diluted exclude approximately 8 million equivalent shares related to options with exercise prices greater than the average market price of our common shares (i.e., “underwater” options), for both 2008 and 2007.

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

NOTE 5. INVESTMENTS

Investments

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

Statement of Cash Flows

Investing activities in the first quarter of 2008 exclude $90 million of capital expenditures that remain unpaid and accrued for at March 31, 2008.

NOTE 6. FAIR VALUE MEASUREMENTS

The following table presents information about assets and liabilities recorded at fair value at March 31, 2008 on the Consolidated Balance Sheet:

						Quoted Prices in
		Total Carrying				Active Markets for
		Value in the				Identical				Significant Other				Significant
		Consolidated				Assets/Liabilities				Observable Inputs				Unobservable Inputs
(In millions)		Balance Sheet				(Level 1)				(Level 2)				(Level 3)
Assets:
Investments		$	48			$	48			$	—			$	—
Derivative Financial Instruments			23				—				15				8
Total Assets at Fair Value		$	71			$	48			$	15			$	8
Liabilities:
Derivative Financial Instruments		$	11			$	—			$	11			$	—
Total Liabilities at Fair Value		$	11			$	—			$	11			$	—

Derivative financial instrument valuations classified as Level 3 include an embedded currency derivative in long-dated operating leases. The valuation is based on an extrapolation of forward rates to the assumed expiration of the leases. Other (income) and expense in the three months ended March 31, 2008 included a gain of $2 million resulting from the change in the fair value of the embedded derivative from December 31, 2007.

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

		March 31,				December 31,
(In millions)		2008				2007
Carrying amount – liability		$	1,528			$	2,074
Fair value – liability			1,558				2,172

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

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

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

(In millions)		March 31, 2008				December 31, 2007
Carrying amount – liability		$	2,548			$	2,651
Fair value – liability			2,418				2,594

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

NOTE 7. FINANCING ARRANGEMENTS

At March 31, 2008, we had credit arrangements totaling $6,766 million, of which $2,204 million were unused, compared to $7,392 million and $2,169 million, respectively, at December 31, 2007.

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

At March 31, 2008, we had short term committed and uncommitted credit arrangements totaling $604 million, of which $304 million were unused, compared to $564 million and $339 million, respectively, at December 31, 2007. These arrangements are available primarily to certain of our international subsidiaries through various banks at quoted market interest rates. There are no commitment fees associated with these arrangements.

The following table presents amounts due within one year:

		March 31,				December 31,
(In millions)		2008				2007
Notes payable and overdrafts		$	300			$	225
Weighted average interest rate			6.82	%			6.90	%
Long term debt and capital leases due within one year:
6 3/8% due 2008		$	—			$	100
Other domestic and international debt (including capital leases)			92				71
		$	92			$	171
Weighted average interest rate			6.38	%			6.57	%
Total obligations due within one year		$	392			$	396

Long Term Debt and Capital Leases and Financing Arrangements

At March 31, 2008, we had long term credit arrangements totaling $6,162 million, of which $1,900 million were unused, compared to $6,828 million and $1,830 million, respectively, at December 31, 2007.

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

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

		March 31, 2008								December 31, 2007
						Interest								Interest
(In millions)		Amount				Rate				Amount				Rate
Notes:
6 3/8% due 2008		$	—				—			$	100				6 3/8	%
Floating rate notes due 2009			497				8.66	%			497				8.66	%
7 6/7% due 2011			650				7 6/7	%			650				7 6/7	%
8.625% due 2011			325				8.625	%			325				8.625	%
Floating rate notes due 2011			—				—				200				13.71	%
11% due 2011			—				—				449				11.25	%
9% due 2015			260				9	%			260				9	%
7% due 2028			149				7	%			149				7	%
4% convertible senior notes due 2034			4				4	%			4				4	%
Bank term loans:
$1.2 billion second lien term loan facility due 2014			1,200				6.43	%			1,200				6.43	%
Pan-European accounts receivable facility due 2009			437				5.60	%			403				5.75	%
Other domestic and international debt(1)			214				7.92	%			223				7.65	%
			3,736								4,460
Capital lease obligations			40								40
			3,776								4,500
Less portion due within one year			(92	)							(171	)
		$	3,684							$	4,329

NOTES

$650 Million Senior Secured Notes

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

CREDIT FACILITIES

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

On April 20, 2007, we amended and restated our first lien revolving credit facility. This facility is available in the form of loans or letters of credit, with letter of credit availability limited to $800 million. Subject to the consent of the lenders whose commitments are to be increased, we may request that the facility be increased by up to $250 million. Our obligations under the facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries. Our obligations under the facility and our subsidiaries’ obligations under the related guarantees are secured by first priority security interests in a variety of collateral.

     At March 31, 2008, there were no borrowings and $514 million of letters of credit issued under the revolving credit facility. At December 31, 2007, there were no borrowings under the revolving credit facility and $526 million of letters of credit were issued under the revolving credit facility.

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

On April 20, 2007, we amended and restated our second lien term loan facility. Our obligations under this facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries and are secured by second priority security interests

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

in the same collateral securing the $1.5 billion first lien revolving credit facility. At March 31, 2008 and December 31, 2007, this facility was fully drawn.

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

On April 20, 2007, we amended and restated our facilities, which now consist of a €350 million European revolving credit facility, with a €50 million letter of credit sublimit, and a €155 million German revolving credit facility. Goodyear and its domestic subsidiaries that secure our U.S. facilities provide unsecured guarantees to support the European revolving credit 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 its subsidiaries under the related guarantees are secured by first priority security interests in a variety of collateral. As of March 31, 2008 and December 31, 2007, there were $12 million of letters of credit issued and no borrowings under the European revolving credit facility. As of March 31, 2008 and December 31, 2007, there were no borrowings under the German revolving credit facility.

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.

     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.

     As of March 31, 2008 and December 31, 2007, the amount available and fully utilized under this program totaled $437 million and $403 million, respectively. The program did not qualify for sale accounting pursuant to the provisions of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” and accordingly, this amount is included in Long-term debt and capital leases.

     In addition to the pan-European accounts receivable securitization facility discussed above, subsidiaries in Australia have accounts receivable programs totaling $79 million and $78 million at March 31, 2008 and December 31, 2007, respectively. These amounts are included in Notes payable and overdrafts.

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

Debt Maturities

Updates to our debt maturities as disclosed in our 2007 Form 10-K are provided below and reflect the redemption of our $650 million senior secured notes due 2011 as well as the maturity and repayment of our $100 million 6 3/8% notes.

		Twelve Months Ending December 31,
(In millions)		2008				2009				2010				2011				2012
Domestic		$	4			$	500			$	3			$	977			$	3
International			67				465				16				2				59
		$	71			$	965			$	19			$	979			$	62

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

NOTE 8. STOCK COMPENSATION PLANS

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

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

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

     We recognized stock-based compensation expense of $6 million ($6 million after-tax) and $15 million ($14 million after-tax) during the first quarter of 2008 and 2007, respectively. As of March 31, 2008, unearned compensation cost related to the unvested portion of all stock-based awards was approximately $92 million and is expected to be recognized over the remaining vesting period of the respective grants, through March 31, 2012.

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

NOTE 9. PENSION, SAVINGS AND OTHER POSTRETIREMENT BENEFIT PLANS

We provide employees with defined benefit pension or defined contribution savings plans. In addition, we provide substantially all domestic employees and employees at certain non-U.S. subsidiaries with health care benefits upon retirement. We also provide certain domestic employees with life insurance benefits upon retirement.

     As announced in 2007, we will freeze our U.S. salaried pension plans effective December 31, 2008 and will implement improvements to our defined contribution savings plan effective January 1, 2009. As a result of these actions, we recognized a curtailment charge of $64 million during the first quarter of 2007. In 2007, we also announced changes to our U.S. salaried other postretirement benefit plans effective January 1, 2008, including increasing the amounts that salaried retirees contribute toward the cost of their medical benefits, redesigning retiree medical benefit plans to minimize the cost impact on premiums, and discontinuing company-paid life insurance for retirees.

     In 2007, we announced an agreement to sell our Engineered Products business, which resulted in the recognition of curtailment and termination charges for both pensions and other post retirement benefit plans during the first quarter of 2007 of $72 million and a curtailment gain of $43 million for the salaried other postretirement benefit plan during the third quarter of 2007 upon completion of the sale. These amounts were included in Discontinued Operations. Under the terms of the Purchase and Sale Agreement for Engineered Products, we retained our obligations for pension and other postretirement benefits under our U.S. plans for Engineered Products’ existing retirees and employees eligible to retire as of July 31, 2007. Obligations for benefits under certain non-U.S. plans were not retained. For 2007, a portion of U.S. net periodic cost for active employees of Engineered Products, and net periodic cost for certain non-U.S. plans was included in Discontinued Operations.

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

     Pension cost follows:

		U.S.								Non-U.S.
		Three Months Ended								Three Months Ended
		March 31,								March 31,
(In millions)		2008				2007				2008				2007
Service cost – benefits earned during the period		$	18			$	23			$	9			$	9
Interest cost on projected benefit obligation			79				77				43				36
Expected return on plan assets			(93	)			(86	)			(37	)			(31	)
Amortization of: — prior service cost			9				13				1				1
— net losses			11				15				13				19
Net periodic pension cost			24				42				29				34
Curtailments/settlements			—				64				—				—
Total pension cost		$	24			$	106			$	29			$	34

We expect to contribute approximately $350 million to $400 million to our funded U.S. and non-U.S. pension plans in 2008. For the three months ended March 31, 2008, we contributed $39 million to our non-U.S. plans. No contributions were made or required to be made for 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 March 31, 2008 and 2007 were $9 million and $8 million, 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
		March 31,
(In millions)		2008				2007
Service cost – benefits earned during the period		$	3			$	5
Interest cost on projected benefit obligation			26				31
Amortization of: — prior service cost			(3	)			5
— net losses			2				3
Net periodic postretirement benefit cost		$	28			$	44

NOTE 10. COMMITMENTS AND CONTINGENT LIABILITIES

At March 31, 2008, we had binding commitments for raw materials and investments in land, buildings and equipment of approximately $1,481 million, and off-balance-sheet financial guarantees written and other commitments totaling $36 million.

Environmental Matters

We have recorded liabilities totaling $45 million and $46 million at March 31, 2008 and December 31, 2007, respectively, for anticipated costs related to various environmental matters, primarily the remediation of numerous waste disposal sites and certain properties sold by us. Of these amounts, $11 million was included in Other Current Liabilities at March 31, 2008 and December 31, 2007. 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.

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

Workers’ Compensation

We have recorded liabilities, on a discounted basis, totaling $280 million and $276 million for anticipated costs related to workers’ compensation at March 31, 2008 and December 31, 2007, respectively. Of these amounts, $83 million and $86 million were included in Current Liabilities as part of Compensation and Benefits at March 31, 2008 and December 31, 2007, respectively. The costs include an estimate of expected settlements on pending claims, defense costs and a provision for claims incurred but not reported. These estimates are based on our assessment of potential liability using an analysis of available information with respect to pending claims, historical experience, and current cost trends. The amount of our ultimate liability in respect of these matters may differ from these estimates.

General and Product Liability and Other Litigation

We have recorded liabilities totaling $457 million and $467 million, including related legal fees expected to be incurred, for potential product liability and other tort claims presently asserted against us at March 31, 2008 and December 31, 2007, respectively. Of these amounts, $265 million and $270 million were included in Other Current Liabilities at March 31, 2008 and December 31, 2007, respectively. The amounts recorded were estimated on the basis of an assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and, where available, recent and current trends. We have recorded insurance receivables for potential product liability and other tort claims of $71 million at March 31, 2008 and December 31, 2007. Of these amounts, $8 million was included in Current Assets as part of Accounts Receivable at March 31, 2008 and December 31, 2007. We have restricted cash of $170 million and $172 million at March 31, 2008 and December 31, 2007, respectively, to fund certain of these liabilities.

Asbestos. We are a defendant in numerous lawsuits alleging various asbestos-related personal injuries purported to result from alleged exposure to certain asbestos products manufactured by us or present in certain of our facilities. Typically, these lawsuits have been brought against multiple defendants in state and Federal courts. To date, we have disposed of approximately 49,600 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 $302 million through March 31, 2008 and $297 million through December 31, 2007.

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

		Three Months Ended				Year Ended
(Dollars in millions)		March 31, 2008				December 31, 2007
Pending claims, beginning of period			117,400				124,000
New claims filed			1,100				2,400
Claims settled/dismissed			(500	)			(9,000	)
Pending claims, end of period			118,000				117,400
Payments (1)		$	4			$	22

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

     We had recorded gross liabilities for both asserted and unasserted claims, inclusive of defense costs, totaling $127 million at March 31, 2008 and December 31, 2007. The portion of the liability associated with unasserted asbestos claims and related defense costs was $72 million and $76 million at March 31, 2008 and December 31, 2007, respectively. Our liability with respect to asserted claims and related defense costs was $55 million at March 31, 2008 and $51 million at December 31, 2007. At March 31, 2008, we estimate that it is reasonably possible that our gross liabilities could exceed our recorded reserve by $20 to $30 million, approximately 50% of which would be recoverable by our accessible policy limits.

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

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

     We believe that at March 31, 2008, we had at least $180 million in aggregate limits of excess level policies potentially applicable to indemnity payments for asbestos products claims, in addition to limits of available primary insurance policies. Some of these excess policies provide for payment of defense costs in addition to indemnity limits. A portion of the availability of the excess level policies is included in the $71 million insurance receivable recorded at March 31, 2008. We also had approximately $15 million in aggregate limits for products claims, as well as coverage for premise claims on a per occurrence basis and defense costs available with our primary insurance carriers through coverage-in-place agreements at March 31, 2008.

Heatway (Entran II). We have entered into a court approved 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 used in hydronic radiant heating systems, known as Entran II. We had recorded liabilities related to Entran II claims totaling $192 million at March 31, 2008 and $193 million at December 31, 2007. We have made cash contributions to the settlement fund totaling $130 million through 2007 and will make additional contributions of $20 million in 2008. In addition to these annual payments, we previously contributed approximately $174 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. We expect that except for liabilities associated with actions in which we have received adverse judgments and sites that have opted-out of the amended settlement, our liability with respect to Entran II matters has been addressed by the amended settlement.

Other Actions. We are currently a party to various claims and legal proceedings in addition to those noted above. If management believes that a loss arising from these matters is probable and can reasonably be estimated, we record the amount of the loss, or the minimum estimated liability when the loss is estimated using a range, and no point within the range is more probable than another. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary. Based on currently available information, management believes that the ultimate outcome of these matters, individually and in the aggregate, will not have a material adverse effect on our financial position or overall trends in results of operations. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. An unfavorable ruling could include monetary damages or an injunction prohibiting us from selling one or more products. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the financial position and results of operations of the period in which the ruling occurs, or future periods.

Tax Matters

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

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

VEBA Litigation

On December 28, 2006, members of the United Steelworkers (“USW”) ratified the terms of a new master labor agreement ending a strike that began on October 5, 2006. In connection with the master labor agreement, we also entered into a memorandum of understanding with the USW regarding the establishment of an independent Voluntary Employees’ Beneficiary Association (“VEBA”) intended to provide healthcare benefits for current and future USW retirees. The establishment of the VEBA is conditioned upon District Court approval of a settlement of a declaratory judgment action. On July 3, 2007, the USW and several retirees filed a required class action lawsuit regarding the establishment of the VEBA in the U.S. District Court for the Northern District of Ohio. On October 29, 2007, the parties filed the signed settlement agreement with the District Court, and on December 14, 2007, the District Court preliminarily approved the settlement agreement and established the date for a fairness hearing regarding the settlement. We have committed to contribute $1 billion to the VEBA. We plan to make our contributions to the VEBA entirely in cash following the District Court’s approval of the settlement. In the event that the VEBA is not approved by the District Court (or if the approval of the District Court is subsequently reversed), the master labor agreement may be terminated by either us or the USW, and negotiations may be reopened on the entirety of the master labor agreement.

Guarantees

We are a party to various agreements under which we have undertaken obligations resulting from the issuance of certain guarantees. Guarantees have been issued on behalf of certain of our affiliates and customers. Normally there is no separate premium received by us as consideration for the issuance of guarantees. Our performance under these guarantees would normally be triggered by the occurrence of one or more events as provided in the specific agreements. Collateral and recourse provisions available to us under these agreements were not significant.

NOTE 11. BUSINESS SEGMENTS

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

		Three Months Ended March 31,
(In millions)		2008				2007
Sales:
North American Tire		$	1,997			$	2,017
Europe, Middle East and Africa Tire			1,950				1,688
Latin American Tire			530				410
Asia Pacific Tire			465				384
Net Sales		$	4,942			$	4,499
Segment Operating Income (Loss):
North American Tire		$	32			$	(20	)
Europe, Middle East and Africa Tire			172				139
Latin American Tire			114				78
Asia Pacific Tire			49				29
Total Segment Operating Income			367				226
Rationalizations			(13	)			(15	)
Accelerated depreciation			—				(17	)
Interest expense			(89	)			(125	)
Corporate incentive and stock based compensation plans			(4	)			(16	)
Intercompany profit elimination			(9	)			(17	)
Curtailment			—				(64	)
Retained net expenses of discontinued operations			—				(4	)
Other income and (expense)			6				18
Other			(8	)			(11	)
Income (Loss) from Continuing Operations before Income Taxes and Minority Interest		$	250			$	(25	)

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

Rationalizations, as described in Note 2, Costs Associated with Rationalization Programs, and Asset Sales, as described in Note 3, Other (Income) and Expense, are not charged (credited) to the strategic business units (“SBUs”) for performance evaluation purposes, but were attributable to the SBUs as follows:

		Three Months Ended March 31,
(In millions)		2008				2007
Rationalizations:
North American Tire		$	9			$	6
Europe, Middle East and Africa Tire			5				5
Latin American Tire			(1	)			2
Total Segment Rationalizations		$	13			$	13
Corporate			—				2
		$	13			$	15
Net (Gains) Losses on Asset Sales:
Europe, Middle East and Africa Tire		$	(18	)		$	(1	)
Latin American Tire			(5	)			(1	)
Asia Pacific Tire			(10	)			(7	)
Total Segment Asset Sales		$	(33	)		$	(9	)

NOTE 12. INCOME TAXES

For the first three months of 2008, we recorded tax expense of $77 million on income from continuing operations before income taxes and minority interest of $250 million. We record taxes based on overall estimated annual effective tax rates. Due to our projected marginal profitability in the United States, the estimated annual U.S. effective tax rate is subject to wide variability requiring us to record our U.S. taxes on a discrete item basis for the first three months of 2008. For the first quarter of 2007, we recorded income tax expense of $63 million on a loss from continuing operations before income taxes and minority interest of $25 million. The difference between our effective tax rate and the U.S. statutory rate was primarily attributable to continuing to maintain a full valuation allowance against our net Federal and state deferred tax assets.

     Our losses in certain foreign locations in recent periods represented sufficient negative evidence to require us to maintain a full valuation allowance against our net deferred tax assets in these foreign locations. However, it is reasonably possible that sufficient positive evidence required to release all, or a portion, of these valuation allowances within the next 12 months will exist, resulting in one-time tax benefits of up to $70 million ($60 million, net of minority interest).

     At March 31, 2008, we had unrecognized tax benefits of $179 million that if recognized, would have a favorable impact on our tax expense of $167 million. We report interest and penalties as income taxes and have accrued interest of $13 million as of March 31, 2008. If not favorably settled, $62 million of the unrecognized tax benefits and $13 million of accrued interest would require the use of cash.

     Generally, years beginning after 2002 are still open to examination by foreign taxing authorities, including several major taxing jurisdictions. In Germany, we are open to examination from 1998 onward. In the United States, we are open to examination from 2004 forward. We are also involved in a United States/Canada Competent Authority resolution process that deals with transactions between our operations in these countries from 1997 through 2003. This proceeding is expected to be concluded within the next 18 months.

     It is expected that the amount of unrecognized tax benefits will also change for other reasons in the next 12 months; however, we do not expect that change to have a significant impact on our financial position or results of operations.

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

NOTE 13. CONSOLIDATING FINANCIAL INFORMATION

Certain of our subsidiaries have guaranteed Goodyear’s obligations under the $260 million outstanding principal amount of 9% senior notes due 2015 and the $825 million outstanding principal amount of senior notes (consisting of $325 million outstanding principal amount of 8.625% senior notes due 2011 and $500 million outstanding principal amount of senior floating rate notes due 2009) (collectively, the “notes”). 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 indentures related to Goodyear’s obligations under the notes;
(iii)		Non-guarantor subsidiaries, on a combined basis;
(iv)		Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among the Parent Company, the guarantor subsidiaries and the non-guarantor subsidiaries, (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 the use by the Parent Company and Guarantor subsidiaries of 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 due to required foreign government and/or currency exchange board approvals or restrictions in credit agreements or other debt instruments of those subsidiaries.

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

		Consolidating Balance Sheet
		March 31, 2008
										Non-				Consolidating
		Parent				Guarantor				Guarantor				Entries and
(In millions)		Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
Assets:
Current Assets:
Cash and cash equivalents		$	1,357			$	50			$	809			$	—			$	2,216
Restricted cash			176				—				14				—				190
Accounts receivable			849				198				2,582				—				3,629
Accounts receivable from affiliates			—				917				—				(917	)			—
Inventories			1,522				295				1,795				(80	)			3,532
Prepaid expenses and other current assets			90				12				154				1				257
Total Current Assets			3,994				1,472				5,354				(996	)			9,824
Goodwill			—				25				516				242				783
Intangible Assets			110				14				55				(14	)			165
Deferred Income Tax			—				16				81				(16	)			81
Other Assets			202				48				189				—				439
Investments in Subsidiaries			5,195				669				3,345				(9,209	)			—
Property, Plant and Equipment			1,985				215				3,593				15				5,808
Total Assets		$	11,486			$	2,459			$	13,133			$	(9,978	)		$	17,100
Liabilities:
Current Liabilities:
Accounts payable-trade		$	636			$	74			$	1,803			$	—			$	2,513
Accounts payable to affiliates			886				—				31				(917	)			—
Compensation and benefits			530				35				360				—				925
Other current liabilities			472				12				268				—				752
United States and foreign taxes			64				17				174				(9	)			246
Notes payable and overdrafts			—				—				300				—				300
Long term debt and capital leases due within one year			2				—				90				—				92
Total Current Liabilities			2,590				138				3,026				(926	)			4,828
Long Term Debt and Capital Leases			3,101				—				583				—				3,684
Compensation and Benefits			1,997				220				1,110				—				3,327
Deferred and Other Noncurrent Income Taxes			78				23				204				(10	)			295
Other Long Term Liabilities			503				41				118				—				662
Minority Equity in Subsidiaries			—				—				837				250				1,087
Total Liabilities			8,269				422				5,878				(686	)			13,883
Commitments and Contingent Liabilities
Shareholders’ Equity:
Preferred Stock			—				—				—				—				—
Common Stock			241				617				4,516				(5,133	)			241
Capital Surplus			2,668				5				786				(791	)			2,668
Retained Earnings			1,749				1,667				2,565				(4,232	)			1,749
Accumulated Other Comprehensive Loss			(1,441	)			(252	)			(612	)			864				(1,441	)
Total Shareholders’ Equity			3,217				2,037				7,255				(9,292	)			3,217
Total Liabilities and Shareholders’ Equity		$	11,486			$	2,459			$	13,133			$	(9,978	)		$	17,100

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

		Consolidating Balance Sheet
		December 31, 2007
										Non-				Consolidating
		Parent				Guarantor				Guarantor				Entries and
(In millions)		Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
Assets:
Current Assets:
Cash and cash equivalents		$	2,516			$	25			$	922			$	—			$	3,463
Restricted cash			178				—				13				—				191
Accounts receivable			837				207				2,059				—				3,103
Accounts receivable from affiliates			—				920				69				(989	)			—
Inventories			1,356				296				1,575				(63	)			3,164
Prepaid expenses and other current assets			97				12				145				(3	)			251
Total Current Assets			4,984				1,460				4,783				(1,055	)			10,172
Goodwill			—				25				487				201				713
Intangible Assets			110				18				56				(17	)			167
Deferred Income Tax			—				16				82				(15	)			83
Other Assets			221				44				193				—				458
Investments in Subsidiaries			4,842				622				3,298				(8,762	)			—
Property, Plant and Equipment			1,967				228				3,389				14				5,598
Total Assets		$	12,124			$	2,413			$	12,288			$	(9,634	)		$	17,191
Liabilities:
Current Liabilities:
Accounts payable-trade		$	680			$	79			$	1,663			$	—			$	2,422
Accounts payable to affiliates			989				—				—				(989	)			—
Compensation and benefits			552				35				310				—				897
Other current liabilities			520				18				215				—				753
United States and foreign taxes			66				13				123				(6	)			196
Notes payable and overdrafts			—				—				225				—				225
Long term debt and capital leases due within one year			102				—				69				—				171
Total Current Liabilities			2,909				145				2,605				(995	)			4,664
Long Term Debt and Capital Leases			3,750				—				579				—				4,329
Compensation and Benefits			2,053				232				1,119				—				3,404
Deferred and Other Noncurrent Income Taxes			76				22				187				(11	)			274
Other Long Term Liabilities			486				42				139				—				667
Minority Equity in Subsidiaries			—				—				773				230				1,003
Total Liabilities			9,274				441				5,402				(776	)			14,341
Commitments and Contingent Liabilities
Shareholders’ Equity:
Preferred Stock			—				—				—				—				—
Common Stock			240				617				4,512				(5,129	)			240
Capital Surplus			2,660				5				786				(791	)			2,660
Retained Earnings			1,602				1,644				2,379				(4,023	)			1,602
Accumulated Other Comprehensive Loss			(1,652	)			(294	)			(791	)			1,085				(1,652	)
Total Shareholders’ Equity			2,850				1,972				6,886				(8,858	)			2,850
Total Liabilities and Shareholders’ Equity		$	12,124			$	2,413			$	12,288			$	(9,634	)		$	17,191