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Ohio		3011		34-0253240
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

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		Page
Forward-Looking Information — Safe Harbor Statement			ii
Additional Information			iv
Summary			1
Risk Factors			6
Use of Proceeds			18
Consolidated Ratio of Earnings to Fixed Charges			18
Selected Financial Data			19
Management’s Discussion and Analysis of Financial Condition and Results of Operations			23
Quantitative and Qualitative Disclosures About Market Risk			60
Business			63
Properties			73
Legal Proceedings			75
Supplementary Data			79
Management			80
Security Ownership of Certain Beneficial Owners and Management			94
Selling Security Holders			96
Plan of Distribution			101
Description of the Notes			103
Book-Entry System			125
Description of Capital Stock			127
Market Price of and Dividends on the Common Stock and Related Shareholder Matters			130
Certain United States Federal Income Tax Consequences			131
Benefit Plan Considerations			139
Legal Matters			141
Experts			141
EX-5.1 Opinion of Covington & Burling
EX-5.2 Opinion of C. Thomas Harvie
EX-23.1 Consent of PriceWaterhouseCoopers LLP
EX-23.2 Consent of KPMG
EX-25.1 Form T-1 Statement of Eligibility

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	•	we have not yet completed the implementation of our plan to improve our internal controls and, as described in “Item 9A — Controls and Procedures” in our Annual Report on Form 10-K for the year ended December 31, 2004, Item 4 of Part I of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, and Management’s Report on Internal Controls Over Financial Reporting which accompanies this prospectus, we have two material weaknesses in our internal controls. If these material weaknesses are not remediated or otherwise mitigated they could result in material misstatements in our financial statements in the future, which would result in additional restatements or impact our ability to timely file our financial statements in the future;
	•	pending litigation relating to our restatement could have a material adverse effect on our financial condition;
	•	an ongoing SEC investigation regarding our accounting restatement could materially adversely affect us;
	•	we experienced significant losses in 2001, 2002 and 2003. Although we recorded net income in 2004 and the first nine months of 2005, we cannot provide assurance that we will be able to achieve or sustain future profitability. Our future profitability is dependent upon, among other things, our ability to continue to successfully implement our turnaround strategy for our North American Tire segment;
	•	we face significant global competition, increasingly from lower cost manufacturers, and our market share could decline;
	•	our secured credit facilities limit the amount of capital expenditures that we may make;
	•	higher raw material and energy costs may materially adversely affect our operating results and financial condition;
	•	continued pricing pressures from vehicle manufacturers may materially adversely affect our business;
	•	our financial position, results of operations and liquidity could be materially adversely affected if we experience a labor strike, work stoppage or other similar difficulty;
	•	our U.S. pension plans are significantly underfunded and our required contributions to those plans are expected to increase. Proposed legislation affecting pension plan funding could result in the need for additional cash payments by us into our U.S. pension plans and increase the insurance premiums we pay to the Pension Benefit Guaranty Corporation;
	•	our long-term ability to meet current obligations and to repay maturing indebtedness, is dependent on our ability to access capital markets in the future and to improve our operating results;
	•	we have a substantial amount of debt, which could restrict our growth, place us at a competitive disadvantage or otherwise materially adversely affect our financial health;
	•	any failure to be in compliance with any material provision or covenant of our secured credit facilities and the indenture governing our senior secured notes could have a material adverse effect on our liquidity and our operations;

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	•	our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly;
	•	if healthcare costs continue to escalate, our financial results may be materially adversely affected;
	•	we may incur significant costs in connection with product liability and other tort claims;
	•	our reserves for product liability and other tort claims and our recorded insurance assets are subject to various uncertainties, the outcome of which may result in our actual costs being significantly higher than the amounts recorded;
	•	we may be required to deposit cash collateral to support an appeal bond if we are subject to a significant adverse judgment, which may have a material adverse effect on our liquidity;
	•	we are subject to extensive government regulations that may materially adversely affect our ongoing operating results;
	•	potential changes in foreign laws and regulations could prevent repatriation of future earnings to our parent company in the United States;
	•	our international operations have certain risks that may materially adversely affect our operating results;
	•	we may be impacted by economic and supply disruptions associated with global events including war, acts of terror, civil obstructions and natural disasters;
	•	the terms and conditions of our global alliance with Sumitomo Rubber Industries, Ltd. (SRI) provide for certain exit rights available to SRI in 2009 or thereafter, upon the occurrence of certain events, which could require us to make a substantial payment to acquire SRI’s interest in certain of our joint venture alliances (which include much of our operations in Europe);
	•	we have foreign currency translation and transaction risks that may materially adversely affect our operating results;
	•	we may be subject to unexpected production reductions resulting from the continuing impact of Hurricanes Katrina and Rita which could harm our results of operations; and
	•	if we are unable to attract and retain key personnel, our business could be materially adversely affected.

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	Our internal controls over financial reporting are not effective.

	Pending litigation relating to our restatement could have a material adverse effect on our financial position, cash flows and results of operation.

	An ongoing SEC investigation regarding our accounting restatement could materially adversely affect us.

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	It is uncertain whether we will successfully implement the turnaround strategy for our North American Tire segment.

	We face significant global competition and our market share could decline.

	Our U.S. pension plans are significantly underfunded and our required contributions to these plans are expected to increase.

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	Higher raw material and energy costs may materially adversely affect our operating results and financial condition.

	Continued pricing pressures from vehicle manufacturers may materially adversely affect our business.

	If we fail to extend or renegotiate our primary collective bargaining contracts with our labor unions as they expire from time to time, or if our unionized employees were to engage in a strike or other work stoppage, our business and operating results could be materially harmed.

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	Our long-term ability to meet our obligations and to repay maturing indebtedness is dependent on our ability to access capital markets in the future and to improve our operating results.

	We have a substantial amount of debt, which could restrict our growth, place us at a competitive disadvantage or otherwise materially adversely affect our financial health.

	•	make it more difficult for us to satisfy our obligations;
	•	impair our ability to obtain financing in the future for working capital, capital expenditures, research and development, acquisitions or general corporate requirements;
	•	increase our vulnerability to general adverse economic and industry conditions;
	•	limit our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to payments on our indebtedness;
	•	limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and
	•	place us at a competitive disadvantage compared to our competitors that have less debt.

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	Any failure to be in compliance with any material provision or covenant of our debt instruments could have a material adverse effect on our liquidity and operations.

	•	incur additional indebtedness and issue preferred stock;
	•	pay dividends and other distributions with respect to our capital stock or repurchase our capital stock or make other restricted payments;
	•	enter into transactions with affiliates;
	•	create or incur liens to secure debt;
	•	make certain investments;
	•	enter into sale/leaseback transactions;
	•	sell or otherwise transfer or dispose of assets;
	•	incur dividend or other payment restrictions affecting certain subsidiaries;
	•	use proceeds from the sale of certain assets; and
	•	engage in certain mergers or consolidations and transfers of substantially all assets.

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	Our capital expenditures may not be adequate to maintain our competitive position.

	Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

	We may incur significant costs in connection with asbestos claims.

	•	the number of claims that are brought in the future;
	•	the costs of defending and settling these claims;
	•	the risk of insolvencies among our insurance carriers;
	•	the possibility that adverse jury verdicts could require us to pay damages in amounts greater than the amounts for which we have historically settled claims;
	•	the risk of changes in the litigation environment or federal and state law governing the compensation of asbestos claimants;
	•	the risk that the bankruptcies of other asbestos defendants may increase our costs; and
	•	the risk that our insurance will not cover all of our asbestos liabilities.

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	We may be required to deposit cash collateral to support an appeal bond if we are subject to a significant adverse judgment, which may have a material adverse effect on our liquidity.

	We are subject to extensive government regulations that may materially adversely affect our ongoing operating results.

	Our international operations have certain risks that may materially adversely affect our operating results.

	•	exposure to local economic conditions;
	•	potential adverse changes in the diplomatic relations of foreign countries with the United States;
	•	hostility from local populations and insurrections;
	•	adverse currency exchange controls;
	•	restrictions on the withdrawal of foreign investment and earnings;
	•	withholding taxes and restrictions on the withdrawal of foreign investment and earnings;
	•	labor regulations;
	•	expropriations of property;
	•	the potential instability of foreign governments;

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	•	risks of renegotiation or modification of existing agreements with governmental authorities;
	•	export and import restrictions; and
	•	other changes in laws or government policies.

	We have foreign currency translation and transaction risks that may materially adversely affect our operating results.

	The terms and conditions of our global alliance with Sumitomo Rubber Industries, Ltd. (“SRI”) provide for certain exit rights available to SRI upon the occurrence of certain events, which could require us to make a substantial payment to acquire SRI’s interest in certain of their joint venture alliances.

	If we are unable to attract and retain key personnel our business could be materially adversely affected.

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	The notes are unsecured and rank pari passu with our other senior debt; the notes are effectively subordinated to our secured debt and structurally subordinated to all liabilities of our subsidiaries.

	We expect that the trading value of the notes will be significantly affected by the price of our common stock and other factors and our stock price may be volatile and could decline substantially.

	•	quarterly fluctuations in our operating and financial results;
	•	changes in financial estimates and recommendations by financial analysts;

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	•	sales by investors who view notes as more attractive means for equity participation and hedging or arbitrage activity;
	•	fluctuations in the stock price and operating results of our competitors;
	•	our credit rating with major credit rating agencies;
	•	the prevailing interest rates being paid by other companies similar to us;
	•	other financing activity in which we may engage;
	•	our financial condition, financial performance and future prospects;
	•	the global threat of terrorism; and
	•	the overall condition of the financial markets and the economy.

	The make whole premium on notes converted in connection with, or tendered for purchase upon, a change of control may not adequately compensate the holder for the lost option time value of notes.

	Conversion of the notes will dilute the ownership interests of existing stockholders.

	We may be unable to repay or repurchase the notes.

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	The notes are not protected by restrictive covenants.

	Shares eligible for public sale after this offering could adversely affect our stock price and in turn the market price of the notes.

	An active trading market may not develop for the notes.

	The conditional conversion feature of the notes could result in you receiving less than the value of the common stock into which a note is convertible.

	If you hold notes, you will not be entitled to any rights with respect to our common stock, but you will be subject to all changes made with respect to our common stock.

	The conversion rate of the notes may not be adjusted for all dilutive events.

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	Our corporate structure may materially adversely affect our ability to meet our debt service obligations under the notes.

	We may issue preferred stock whose terms could adversely affect the voting power or value of our common stock.

	Provisions of Ohio law and provisions in our Articles of Incorporation and Code of Regulations could delay or prevent a change in control of us, even if that change would be beneficial to our stockholders.

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Year Ended December 31,																				Nine Months Ended
																				September 30,
2004				2003				2002				2001				2000				2005
	1.72				—	(1)			1.16				—	(2)			1.36				2.43

(1)	Earnings for the year ended December 31, 2003 were inadequate to cover fixed charges. The coverage deficiency was $641.7 million.
(2)	Earnings for the year ended December 31, 2001 were inadequate to cover fixed charges. The coverage deficiency was $271.2 million.

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		Year Ended December 31,																				(Unaudited)
																						Nine Months
																						Ended
						Restated																September 30,
		2004				2003				2002				2001				2000				2005				2004
(In millions, except per share amounts)
Net Sales		$	18,352.5			$	15,101.6			$	13,828.4			$	14,139.7			$	14,422.9			$	14,789			$	13,521
Net Income (Loss)		$	114.8			$	(807.4	)		$	(1,246.9	)		$	(254.7	)		$	50.0			$	279			$	(10	)
Net Income (Loss) Per Share — Basic		$	0.65			$	(4.61	)		$	(7.47	)		$	(1.59	)		$	0.32			$	1.59			$	(0.06	)
Net Income (Loss) Per Share — Diluted		$	0.63			$	(4.61	)		$	(7.47	)		$	(1.59	)		$	0.31			$	1.39			$	(0.06	)
Dividends Per Share		$	—			$	—			$	0.48			$	1.02			$	1.20			$	—			$	—
Total Assets		$	16,533.3			$	14,701.1			$	13,013.1			$	13,719.7			$	13,539.6			$	16,239			$	15,774
Long Term Debt and Capital Leases Due Within One Year		$	1,009.9			$	113.5			$	369.8			$	109.7			$	159.2			$	252			$	1,209
Long Term Debt and Capital Leases		$	4,449.1			$	4,825.8			$	2,989.5			$	3,203.3			$	2,349.4			$	4,944			$	4,210
Shareholders’ Equity (Deficit)		$	72.8			$	(32.2	)		$	221.1			$	2,596.8			$	3,429.3			$	296			$	(48	)

	(1)	Information on the impact of the restatement follows:

		Year Ended December 31,
		2003				2003
		As Previously				As
		Reported(B)				Restated
(In millions, except per share amounts)
Net Sales		$	15,119.0			$	15,101.6
Net Loss		$	(802.1	)		$	(807.4	)
Net Loss Per Share — Basic		$	(4.58	)		$	(4.61	)
Net Loss Per Share — Diluted		$	(4.58	)		$	(4.61	)
Dividends Per Share		$	—			$	—
Total Assets			15,005.5				14,701.1
Long Term Debt and Capital Leases Due Within One Year			113.5				113.5
Long Term Debt and Capital Leases			4,826.2				4.825.8
Shareholders’ Equity (Deficit)			(13.1	)			(32.2	)

(B)	As reported in 2003 Form 10-K filed on May 19, 2004.

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		Year Ended December 31,
		2002				2002				2002
		As Originally				As Previously				As
		Reported(A)				Reported(B)				Restated
(In millions, except per share amounts)
Net Sales		$	13,850.0			$	13,856.2			$	13,828.4
Net Loss		$	(1,105.8	)		$	(1,227.0	)		$	(1,246.9	)
Net Loss Per Share — Basic		$	(6.62	)		$	(7.35	)		$	(7.47	)
Net Loss Per Share — Diluted		$	(6.62	)		$	(7.35	)		$	(7.47	)
Dividends Per Share		$	0.48			$	0.48			$	0.48
Total Assets			13,146.6				13,038.7				13,013.1
Long Term Debt and Capital Leases Due Within One Year			369.8				369.8				369.8
Long Term Debt and Capital Leases			2,989.0				2,989.8				2,989.5
Shareholders’ Equity			650.6				255.4				221.1

		Year Ended December 31,
		2001				2001				2001
		As Previously				As Previously
		Reported(A)				Reported(B)				As Restated
(In millions, except per share amounts)
Net Sales		$	14,147.2			$	14,162.5			$	14,139.7
Net Loss		$	(203.6	)		$	(254.1	)		$	(254.7	)
Net Loss Per Share — Basic		$	(1.27	)		$	(1.59	)		$	(1.59	)
Net Loss Per Share — Diluted		$	(1.27	)		$	(1.59	)		$	(1.59	)
Dividends Per Share		$	1.02			$	1.02			$	1.02
Total Assets			13,783.4				13,768.6				13,719.7
Long Term Debt and Capital Leases due Within One Year			109.7				109.7				109.7
Long Term Debt and Capital Leases			3,203.6				3,203.6				3,203.3
Shareholders’ Equity			2,864.0				2,627.8				2,596.8

		Year Ended December 31,
		2000				2000				2000
		As Originally				As Previously				As
		Reported(A)				Reported(B)				Restated
(In millions, except per share amounts)
Net Sales		$	14,417.1			$	14,459.9			$	14,422.9
Net Income		$	40.3			$	51.3			$	50.0
Net Income Per Share — Basic		$	0.26			$	0.33			$	0.32
Net Income Per Share — Diluted		$	0.25			$	0.32			$	0.31
Dividends Per Share		$	1.20			$	1.20			$	1.20
Total Assets			13,568.0				13,576.7				13,539.6
Long Term Debt and Capital Leases due Within One Year			159.2				159.2				159.2
Long Term Debt and Capital Leases			2,349.6				2,349.6				2,349.4
Shareholders’ Equity			3,503.0				3,454.3				3,429.3

(A)		As reported in 2002 Form 10-K filed on April 3, 2003.
(B)		As reported in 2003 Form 10-K filed on May 19, 2004.

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	Nine Months Ended September 30, 2005 and 2004

	Industry Volume Estimates

				OE								Replacement
				Consumer				Commercial				Consumer				Commercial
North America		2006			(1	)%			5	%			2	%			2	%
		2005			(1)-0	%			9-11	%			2-2.5	%			2.5-3	%
		Year-to-date			(2	)%			10	%			3	%			3	%
European Union		2006			0-1	%			1-2	%			0-1	%			1	%
		2005			(2-3	)%			6-7	%			(1)-0	%			(4-5	)%
		Year-to-date			(3	)%			11	%			0	%			(6	)%

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	Fiscal Years 2004, 2003 and 2002

	•	a decrease in net after-tax rationalization charges of $215.1 million,
	•	an after-tax gain from a settlement with certain insurance companies related to coverage for environmental matters of $156.6 million,
	•	a decrease in net after-tax charges for accelerated depreciation and asset writeoffs of $122.0 million,
	•	a decrease in net after-tax charges for general and product liability — discontinued products of $85.4 million (as restated), and
	•	an increase in net favorable tax adjustments of $10.5 million.

		Year Ended December 31,
						Restated
		2004				2003				2002
(In millions)
Segment Operating Income
North American Tire		$	73.5			$	(102.5	)		$	(21.5	)
European Union Tire			252.7				129.8				101.1
Eastern Europe, Middle East and Africa Tire			193.8				146.6				93.2
Latin American Tire			251.2				148.6				107.6
Asia/ Pacific Tire			61.1				49.9				43.7
Engineered Products			113.2				46.8				39.0

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	Three Months Ended September 30, 2005 and 2004

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	Rationalization Activity

	Nine Months Ended September 30, 2005 and 2004

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	Rationalization Activity

	Fiscal Years 2004, 2003 and 2002

	Net Sales

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			Year Ended December 31,
			2004				2003				2002
(In millions of tires)
North American Tire (U.S. and Canada)				70.8				68.6				69.7
International				88.8				82.0				77.9
	Replacement tire units			159.6				150.6				147.6
North American Tire (U.S. and Canada)				31.7				32.6				34.1
International				32.0				30.3				32.6
OE tire units				63.7				62.9				66.7
Goodyear worldwide tire units				223.3				213.5				214.3

	Cost of Goods Sold

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	Selling, Administrative and General Expense

	Other Cost Reduction Measures

	Interest Expense

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	Other (Income) and Expense

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	Foreign Currency Exchange

	Equity in (Earnings) Losses of Affiliates

	Income Taxes

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	Rationalization Activity

	2004

	2003

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	2002

	General

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	•	general and product liability and other litigation
	•	environmental liabilities
	•	workers’ compensation
	•	recoverability of goodwill and other intangible assets
	•	deferred tax asset valuation allowance
	•	pension and other postretirement benefits
	•	allowance for doubtful accounts

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	•	future health care costs,
	•	maximum company-covered benefit costs,
	•	life expectancies,
	•	retirement rates,
	•	discount rates,
	•	long term rates of return on plan assets, and
	•	future compensation levels.

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		+/- Change at December 31, 2004
		Change				PBO/ABO				Equity				2005 Expense
(Dollars in millions)
Pensions:
Assumption:
Discount rate			+/-0.5	%		$	260			$	260			$	14
Actual return on assets			+/-1.0	%			N/A				30				32
Estimated return on assets			+/-1.0	%			N/A				N/A				30
Postretirement Benefits:
Assumption:
Discount rate			+/-0.5	%			148				N/A				4
Health care cost trends — total cost			+/-1.0	%			14				N/A				2

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	North American Tire

		Year Ended December 31,
														Three Months Ended																Nine Months Ended
														September 30,																September 30,
						Restated
																										Percent																Percent
		2004				2003				2002				2005				2004				Change				Change				2005				2004				Change				Change
(In millions)
Tire Units			102.5				101.2				103.8				26.6				26.6				—				—	%			77.2				77.1				0.1				0.2	%
Net Sales		$	8,568.6			$	7,279.2			$	7,095.4			$	2,370			$	2,257			$	113				5.0	%		$	6,804			$	6,366			$	438				6.9	%
Segment Operating Income			73.5				(102.5	)			(21.5	)			58				27				31				114.8	%			124				44				80				181.8	%
Segment Operating Margin			0.9	%			(1.4	)%			(0.3	)%			2.4	%			1.2	%											1.8	%			0.7	%

	Three Months Ended September 30, 2005 and 2004

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	Nine Months Ended September 30, 2005 and 2004

	Fiscal Years Ended 2004, 2003 and 2002

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	European Union Tire

		Year Ended December 31,
														Three Months Ended																Nine Months Ended
														September 30,																September 30,
						Restated
																										Percent																Percent
		2004				2003				2002				2005				2004				Change				Change				2005				2004				Change				Change
(In millions)
Tire Units			62.8				62.3				61.5				16.2				15.8				0.4				2.5	%			48.1				47.5				0.6				1.3	%
Net Sales		$	4,476.2			$	3,921.5			$	3,319.4			$	1,131			$	1,085			$	46				4.2	%		$	3,507			$	3,256			$	251				7.7	%
Segment Operating Income			252.7				129.8				101.1				80				68				12				17.6	%			272				195				77				39.5	%
Segment Operating Margin			5.6	%			3.3	%			3.0	%			7.1	%			6.3	%											7.8	%			6.0	%

	Three Months Ended September 30, 2005 and 2004

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	Nine Months Ended September 30, 2005 and 2004

	Fiscal Years 2004, 2003 and 2002

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	Eastern Europe, Middle East and Africa Tire

														Three Months Ended																Nine Months Ended
		Year Ended December 31,												September 30,																September 30,
																										Percent																Percent
		2004				2003				2002				2005				2004				Change				Change				2005				2004				Change				Change
(In millions)
Tire Units			18.9				17.9				16.1				5.4				5.2				0.2				4.9	%			14.9				14.4				0.5				3.8	%
Net Sales		$	1,279.0			$	1,073.4			$	807.1			$	394			$	344			$	50				14.5	%		$	1,076			$	928			$	148				15.9	%
Segment Operating Income			193.8				146.6				93.2				64				60				4				6.7	%			160				148				12				8.1	%
Segment Operating Margin			15.2	%			13.7	%			11.5	%			16.2	%			17.4	%											14.9	%			15.9	%

	Three Months Ended September 30, 2005 and 2004

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	Nine Months Ended September 30, 2005 and 2004

	Fiscal Years 2004, 2003, 2002

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	Latin American Tire

		Year Ended December 31,
														Three Months Ended																Nine Months Ended
														September 30,																September 30,
						Restated
																										Percent																Percent
		2004				2003				2002				2005				2004				Change				Change				2005				2004				Change				Change
(In millions)
Tire Units			19.6				18.7				19.9				5.0				4.9				0.1				2.3	%			15.4				14.5				0.9				5.9	%
Net Sales		$	1,245.4			$	1,041.0			$	947.7			$	372			$	316			$	56				17.7	%		$	1,101			$	910			$	191				21.0	%
Segment Operating Income			251.2				148.6				107.6				77				64				13				20.3	%			241				187				54				28.9	%
Segment Operating Margin			20.2	%			14.3	%			11.4	%			20.7	%			20.3	%											21.9	%			20.5	%

	Three Months Ended September 30, 2005 and 2004

	Nine Months Ended September 30, 2005 and 2004

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	Fiscal Years 2004, 2003 and 2002

	Asia/ Pacific Tire

		Year Ended
		December 31,
														Three Months Ended																Nine Months Ended
														September 30,																September 30,
						Restated
																										Percent																Percent
		2004				2003				2002				2005				2004				Change				Change				2005				2004				Change				Change
(In millions)
Tire Units			19.5				13.4				13.0				5.2				4.9				0.3				6.3	%			15.1				14.6				0.5				2.9	%
Net Sales		$	1,312.0			$	581.8			$	531.3			$	356			$	319			$	37				11.6	%		$	1,065			$	970			$	95				9.8	%
Segment Operating Income			61.1				49.9				43.7				24				19				5				26.3	%			63				44				19				43.2	%
Segment Operating Margin			4.7	%			8.6	%			8.2	%			6.7	%			6.0	%											5.9	%			4.5	%

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	Three Months Ended September 30, 2005 and 2004

	Fiscal Years 2004, 2003 and 2002

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	Engineered Products

		Year Ended December 31,
														Three Months Ended																Nine Months Ended
														September 30,																September 30,
						Restated
																										Percent																Percent
		2004				2003				2002				2005				2004				Change				Change				2005				2004				Change				Change
(In millions)
Net Sales		$	1,471.3			$	1,204.7			$	1,127.5			$	407			$	379			$	28				7.4	%		$	1,236			$	1,091			$	145				13.3	%
Segment Operating Income			113.2				46.8				39.0				27				34				(7	)			(20.6	)%			78				89				(11	)			(12.4	)%
Segment Operating Margin			7.7	%			3.9	%			3.5	%			6.6	%			9.0	%											6.3	%			8.2	%

	Three Months Ended September 30, 2005 and 2004

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	Nine Months Ended September 30, 2005 and 2004

	Fiscal Years 2004, 2003 and 2002

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	Operating Activities

	Investing Activities

	Financing Activities

	Credit Sources

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	•	a $1.5 billion first lien credit facility due April 30, 2010 (consisting of a $1.0 billion revolving facility and a $500 million deposit-funded facility);
	•	a $1.2 billion second lien term loan facility due April 30, 2010;
	•	the Euro equivalent of approximately $650 million in credit facilities for Goodyear Dunlop Tires Europe B.V. (“GDTE”) due April 30, 2010 (consisting of approximately $450 million in revolving facilities and approximately $200 million in term loan facilities); and
	•	a $300 million third lien term loan facility due March 1, 2011.

	•	our $1.3 billion asset-based credit facility, due March 2006 (the $800 million term loan portion of this facility was fully drawn prior to the refinancing);
	•	our $650 million asset-based term loan facility, due March 2006 (this facility was fully drawn prior to the refinancing);
	•	our $680 million deposit-funded credit facility due September 2007 (there were $492 million of letters of credit outstanding under this facility prior to the refinancing); and
	•	our $650 million senior secured European facilities due April 2005 (the $400 million term loan portion of this facility was fully drawn prior to the refinancing).

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		Year Ended December 31,
														Three Months								Nine Months
														Ended								Ended
						Restated								September 30,								September 30,
		2004				2003				2002				2005				2004				2005				2004
(In millions)
Net Income (Loss)		$	114.8			$	(807.4	)		$	(1,246.9	)		$	142			$	38			$	279			$	(10	)
Interest Expense			368.8				296.3				242.7				103				95				306				268
Income Tax			207.9				117.1				1,227.9				71				29				223				145
Depreciation and Amortization Expense			628.7				691.6				605.3				171				151				478				461
EBITDA			1,320.2				297.6				829.0				487				313				1,286				864
Credit Agreement Adjustments:
Other (Income) and Expense			1.9				342.6				9.8				(35	)			35				(5	)			109
Minority Interest in Net Income (Loss) of Subsidiaries			57.8				32.8				55.6				25				18				79				43
Consolidated Interest Expense Adjustment			10.0				18.3				28.1				1				3				3				8
Non-Cash Recurring Items			—				54.7				—				—				—				—				—
Rationalizations			55.6				291.5				5.5				9				29				(4	)			63
Less Excess Cash Rationalization Charges(1)			—				(12.9	)			—				—				—				—				—
Consolidated EBITDA		$	1,445.5			$	1,024.6			$	928.0			$	487			$	398			$	1,359			$	1,087

(1)	“Excess Cash Rationalization Charges” is defined in our credit facilities then in effect and only contemplates cash expenditures with respect to rationalization charges recorded on the Consolidated Statement of Income after April 1, 2003. Amounts incurred prior to April 1, 2003 were not included.

	Other Foreign Credit Facilities

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

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

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	Registration Obligations

	Credit Ratings

		S&P				Moody’s
$1.5 Billion First Lien Credit Facility			BB				Ba3
$1.2 Billion Second Lien Term Loan Facility			B+				B2
$300 Million Third Lien Secured Term Loan Facility			B-				B3
European Facilities			B+				B1
$650 Million Senior Secured Notes due 2011			B-				B3
Corporate Rating (implied)			B+				B1
Senior Unsecured Debt			B-				—
Outlook			Stable				Stable

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	Potential Future Financings

	Dividends

	Asset Dispositions

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		Payment Due by Period as of September 30, 2005
																										After
		Total				1 Year				2 Years				3 Years				4 Years				5 Years				5 Years
(In millions)
Long Term Debt(1)		$	5,370			$	497			$	518			$	100			$	4			$	1,720			$	2,531
Capital Lease Obligations(2)			111				12				13				13				12				12				49
Interest Payments(3)			2,465				385				345				328				325				274				808
Operating Leases(4)			1,468				321				258				193				144				108				444
Pension Benefits(5)			1,215				490				725				(5	)			(5	)			(5	)			(5	)
Other Postretirement Benefits(6)			2,284				264				262				252				243				233				1,030
Workers’ Compensation(7)			345				66				49				36				25				19				150
Binding Commitments(8)			1,160				930				41				27				25				20				117
Total Contractual Cash Obligations		$	14,418			$	2,965			$	2,211			$	949			$	778			$	2,386			$	5,129

(1)	Long term debt payments include notes payable and reflect long term debt maturities as of September 30, 2005.
(2)	The present value of capital lease obligations is $78 million.
(3)	These amounts represent future interest payments related to our existing debt obligations as of September 30, 2005 based on fixed and variable interest rates specified in the associated debt agreements. Payments related to variable debt are based on the six-month LIBOR rate at September 30, 2005 plus the specified margin in the associated debt agreements for each period presented. The amounts provided relate only to existing debt obligations and do not assume the refinancing or replacement of such debt.
(4)	Operating leases do not include minimum sublease rentals of $50 million, $42 million, $34 million, $24 million, $16 million and $27 million in each of the periods above, respectively, for a total of $193 million. Payments, net of minimum sublease rentals total $1,275 million. The present value of the net operating lease payments is $899 million. The operating leases relate to, among other things, computers and office equipment, real estate and miscellaneous other assets. No asset is leased from any related party.
(5)	The obligation related to pension benefits is actuarially determined and is reflective of obligations as of December 31, 2004. Although subject to change, the amounts set forth in the table represent our estimated funding requirements in 2005 and 2006 for domestic defined benefit pension plans under ERISA, and approximately $82 million of expected contributions to our funded international pension plans in 2005. The expected contributions are based upon a number of assumptions, including:

	•	an ERISA liability interest rate of 6.10% for 2005 and 5.08% using a Treasury bond basis for 2006, and
	•	plan asset returns of 8.5% in 2005.

At the end of 2005, the current interest rate relief measures used for domestic pension funding calculations expire. If current measures are extended, we estimate that required contributions in 2006 will be in the range of $550 million to $600 million. If new legislation is not enacted, the interest rate used for 2006 and beyond will be based upon a 30-year U.S. Treasury bond rate, as calculated and published by the U.S. government as a proxy for the rate that could be attained if 30-year Treasury bonds were currently being issued. Using an estimate of these rates would result in estimated required contributions during 2006 in the range of $700 million to $750 million. The estimated amount set forth in the table for 2006 represents the midpoint of this range. We likely will be subject to additional statutory minimum funding requirements after 2006. We are not able to reasonably estimate our future required contributions

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	beyond 2006 due to uncertainties regarding significant assumptions involved in estimating future required contributions to our defined benefit pension plans, including:

	•	interest rate levels,
	•	the amount and timing of asset returns,
	•	what, if any, changes may occur in legislation, and
	•	how contributions in excess of the minimum requirements could impact the amounts and timing of future contributions.

	We expect the amount of contributions required in years beyond 2006 will be substantial.

(6)	The payments presented above are expected payments for the next 10 years. The payments for other postretirement benefits reflect the estimated benefit payments of the plans using the provisions currently in effect. We reserve the right to modify or terminate the plans at any time. The obligation related to other postretirement benefits is actuarially determined on an annual basis. The estimated payments have been reduced to reflect the provisions of the Medicare Prescription Drug, Improvement and Modernization Act of 2003.
(7)	The payments for workers’ compensation are based upon recent historical payment patterns. The present value of anticipated payments for workers’ compensation is $258 million.
(8)	Binding commitments are for our normal operations and are related primarily to obligations to acquire land, buildings and equipment. In addition, binding commitments include obligations to purchase raw materials through short-term supply contracts at fixed prices or at a formula price related to market prices or negotiated prices.

	•	The terms and conditions of our global alliance with Sumitomo as set forth in the Umbrella Agreement between Sumitomo and us provide for certain minority exit rights available to Sumitomo commencing in 2009. In addition, the occurrence of certain other events enumerated in the Umbrella Agreement, including certain bankruptcy events or changes in control of us, could trigger a right of Sumitomo to require us to purchase these interests immediately. Sumitomo’s exit rights, in the unlikely event of exercise, could require us to make a substantial payment to acquire Sumitomo’s interest in the alliance.
	•	Pursuant to an agreement entered into in 2001, Ansell Ltd. (Ansell) has the right, during the period beginning August 13, 2005 and ending August 14, 2006, to require us to purchase Ansell’s 50% interest in SPT. The purchase price is a formula price based on the earnings of SPT, subject to various adjustments. If Ansell does not exercise its right, we may require Ansell to sell its interest to us during the 180 days following the expiration of Ansell’s right at a price established using the same formula.
	•	Pursuant to an agreement entered into in 2001, we shall purchase minimum amounts of carbon black from a certain supplier from January 1, 2003 through December 31, 2006, at agreed upon base prices that are subject to quarterly adjustments for changes in raw material costs and natural gas costs and a one-time adjustment for other manufacturing costs.

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		Amount of Commitment Expiration per Period
		Total				1st Year				2nd Year				3rd Year				4th Year				5th Year				Thereafter
(In millions)
Customer Financing Guarantees		$	6			$	2			$	1			$	—			$	1			$	—			$	2
Affiliate Financing Guarantees			2				2				—				—				—				—				—
Other Guarantees			1				1				—				—				—				—				—
Off-Balance Sheet Arrangements		$	9			$	5			$	1			$	—			$	1			$	—			$	2

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Interest Rate Swap Contracts		2005				2004
(Dollars in millions)
Fixed Rate Contracts:
Notional principal amount		$	—			$	15
Pay fixed rate			—	%			5.94	%
Receive variable Australian Bank Bill Rate			—				5.50
Average years to maturity			—				0.8
Fair value — liability			—				—
Pro forma fair value — liability			—				—
Floating Rate Contracts:
Notional principal amount		$	200			$	200
Pay variable LIBOR			5.22	%			2.92	%
Receive fixed rate			6.63				6.63
Average years to maturity			1.2				2.2
Fair value — asset (liability)		$	2			$	10
Pro forma fair value — asset (liability)			1				10

		Three Months								Nine Months
		Ended								Ended
		September 30,								September 30,
(Dollars in millions)		2005				2004				2005				2004
Fixed Rate Contracts:
Domestic:
Notional principal		$	—			$	—			$	—			$	107
Pay fixed rate			—	%			—	%			—	%			5.00	%
Receive variable LIBOR			—				—				—				1.18
International:
Notional principal (AUD 20 million)		$	—			$	14			$	—			$	15
Pay fixed rate			—	%			5.94	%			—	%			5.94	%
Receive variable Australian Bank Bill Rate			—				5.48				—				5.50
Floating Rate Contracts:
Notional principal		$	200			$	200			$	200			$	200
Pay variable LIBOR			5.22	%			3.26	%			4.68	%			3.06	%
Receive fixed rate			6.63				6.63				6.63				6.63

Fixed Rate Debt:		2005				2004
(In millions)
Fair value — liability		$	2,984			$	3,021
Carrying amount — liability			2,874				2,981
Pro forma fair value — liability			2,888				2,866

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		2005				2004
(In millions)
Fair value — asset (liability)			$43				$71
Pro forma change in fair value			(19)				(32)
Contract maturities			10/05-10/19				10/04-10/19

		2005				2004
(In millions)
Fair value — asset (liability):
Swiss franc swap-current		$	42			$	(1	)
Swiss franc swap-long term			—				46
Euro swaps-current			—				33
Euro swaps-long term			—				—
Other-current asset			6				3
Other-current liability			(5	)			(10	)

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	•	automobiles
	•	trucks
	•	buses
	•	aircraft
	•	motorcycles
	•	farm implements
	•	earthmoving equipment
	•	industrial equipment
	•	various other applications.

	•	retread truck, aircraft and heavy equipment tires,
	•	manufacture and sell tread rubber and other tire retreading materials,

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	•	provide automotive repair services and miscellaneous other products and services, and
	•	manufacture and sell flaps for truck tires and other types of tires.

		Year Ended December 31,
Sales of New Tires By		2004				2003				2002
North American Tire			87.9	%			86.3	%			86.2	%
European Union Tire			87.4				89.2				85.6
Eastern Europe Tire			94.6				94.1				91.8
Latin American Tire			92.5				91.1				90.6
Asia/ Pacific Tire			82.2				97.7				97.2

			Year Ended December 31,
			2004				2003				2002
(In millions of tires)
North American Tire				102.5				101.2				103.8
European Union Tire				62.8				62.3				61.5
Eastern Europe Tire				18.9				17.9				16.1
Latin American Tire				19.6				18.7				19.9
Asia/ Pacific Tire				19.5				13.4				13.0
	Goodyear worldwide			223.3				213.5				214.3

		Year Ended December 31,
		2004				2003				2002
(In millions of tires)
Replacement tire units			159.6				150.6				147.6
OE tire units			63.7				62.9				66.7
Goodyear worldwide tire units			223.3				213.5				214.3

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	Tires

	Related Products and Services

	•	retreads truck, aircraft and heavy equipment tires, primarily as a service to its commercial customers,
	•	manufactures tread rubber and other tire retreading materials for trucks, heavy equipment and aircraft,
	•	manufactures rubber track for agricultural and construction equipment,
	•	provides automotive maintenance and repair services at approximately 805 retail outlets,
	•	sells automotive repair and maintenance items, automotive equipment and accessories and other items to dealers and consumers,
	•	develops, manufactures, distributes and sells synthetic rubber and rubber lattices, various resins and organic chemicals used in rubber and plastic processing, and other chemical products, and
	•	provides miscellaneous other products and services.

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	•	North American Tire sells chemical products to Goodyear’s other business segments and to unaffiliated customers. North American Tire owns 4 chemical products manufacturing facilities and conducts natural rubber purchasing operations. Approximately 65% of the total pounds of synthetic materials sold by North American Tire in 2004 was to Goodyear’s other business segments. All production is at 4 plants in the United States.

	Markets and Other Information

		Year Ended December 31,
		2004				2003				2002
(In millions of tires)
Replacement tire units			70.8				68.6				69.7
OE tire units			31.7				32.6				34.1
Total tire units			102.5				101.2				103.8

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	•	manufactures and sells Goodyear-brand, Dunlop-brand and Fulda-brand and other house brand passenger, truck, motorcycle, farm and heavy equipment tires,
	•	sells Debica-brand and Sava-brand passenger, truck and farm tires manufactured by the Eastern Europe Tire Segment,
	•	sells new, and manufactures and sells retreaded, aircraft tires,
	•	provides various retreading and related services for truck and heavy equipment tires, primarily for its commercial truck tire customers,
	•	offers automotive repair services at retail outlets in which it owns a controlling interest, and
	•	provides miscellaneous related products and services.

	Markets and Other Information

		Year Ended December 31,
		2004				2003				2002
(In millions of tires)
Replacement tire units			43.9				43.9				41.3
OE tire units			18.9				18.4				20.2
Total tire units			62.8				62.3				61.5

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	•	maintains sales operations in most countries in Eastern Europe (including Russia), the Middle East and Africa,
	•	exports tires for sale in Western Europe, North America and other regions of the world,
	•	provides related products and services in certain markets,
	•	manufactures and sells Goodyear-brand, Kelly-brand, Debica-brand, Sava-brand and Fulda-brand tires and sells Dunlop-brand tires manufactured by European Union Tire,
	•	sells new and retreaded aircraft tires,
	•	provides various retreading and related services for truck and heavy equipment tires,
	•	sells automotive parts and accessories, and
	•	provides automotive repair services.

	Markets and Other Information

		Year Ended
		December 31,
		2004				2003				2002
(In millions of tires)
Replacement tire units			15.4				14.8				13.3
OE tire units			3.5				3.1				2.8
Total tire units			18.9				17.9				16.1

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	•	manufactures and sells pre-cured treads for truck and heavy equipment tires,
	•	retreads, and provides various materials and related services for retreading, truck, aircraft and heavy equipment tires,
	•	manufactures other products, including batteries for motor vehicles,
	•	manufactures and sells new aircraft tires, and
	•	provides miscellaneous other products and services.

	Markets and Other Information

		Year Ended
		December 31,
		2004				2003				2002
(In millions of tires)
Replacement tire units			15.0				14.2				14.2
OE tire units			4.6				4.5				5.7
Total tire units			19.6				18.7				19.9

	Markets and Other Information

		Year Ended
		December 31,
		2004				2003				2002
(In millions of tires)
Replacement tire units			14.5				9.1				9.1
OE tire units			5.0				4.3				3.9
Total tire units			19.5				13.4				13.0

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	•	belts and hoses for motor vehicles,
	•	conveyor and power transmission belts,
	•	air, water, steam, hydraulic, petroleum, fuel, chemical and materials handling hose for industrial applications,
	•	anti-vibration products,
	•	tank tracks, and
	•	miscellaneous products and services.

	Markets and Other Information

	Sources and Availability of Raw Materials

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	Patents and Trademarks

	Backlog

	Research and Development

		Year Ended December 31,
		2004		2003		2002
(In millions)
Research and development expenditures		$378.2		$351.0		$386.5

	Employees

	Compliance with Environmental Regulations

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	•	12 tire plants (9 in the United States and 3 in Canada),
	•	1 steel tire wire cord plant,
	•	1 tire mold plant,
	•	2 textile mills,
	•	3 tread rubber plants, and
	•	2 aero retread plants.

	•	13 tire plants,
	•	1 tire fabric processing facility,
	•	1 steel tire wire cord plant,
	•	1 tire mold and tire manufacturing machines facility, and
	•	3 tire retread plants.

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	•	7 hose products plants
	•	2 conveyor belting plants
	•	2 molded rubber products plants
	•	2 power transmission products plants
	•	5 mix centers

	•	2 air springs plants
	•	5 hose products plants
	•	3 power transmission products plants
	•	2 conveyor belting plants

	•	2 air springs plants
	•	1 power transmission products plant
	•	1 hose products plant

	•	1 conveyor belting plant
	•	1 hose products plant

	•	one conveyor belting and power transmission products plant

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	•	Malek, et al. v. Goodyear (Case No. 02-B-1172, United States District Court for the District of Colorado), a case involving 25 homesites, in which a federal jury awarded the plaintiffs aggregate damages of $8.1 million of which 40% was allocated to us. On July 12, 2004, judgment was entered in Malek and an additional $4.8 million in prejudgment interest was awarded to the plaintiffs, all of which was allocated to us; and
	•	Holmes v. Goodyear (Case No. 98CV268-A, District Court, Pitkin County, Colorado), a case involving one site in which the jury awarded the plaintiff $632,937 in damages, of which the jury allocated 20% to us, resulting in a net award against us of $126,587. The plaintiff was also awarded $367,860 in prejudgment interest and costs, all of which was allocated to us.

	•	Goodyear v. Vista Resorts, Inc. (Case No. 02CA1690, Colorado Court of Appeals), an action involving five homesites, in which a jury rendered a verdict in favor of the plaintiff real estate developer in the aggregate amount of approximately $5.9 million, which damages were trebled under the Colorado Consumer Protection Act. The total damages awarded were approximately $22.7 million, including interest, attorney’s fees and costs. This verdict was upheld by the Court of Appeals in 2004 and on August 8, 2005 the Supreme Court of Colorado denied Goodyear’s Petition for Writ of Certiorari. Following the Supreme Court’s ruling, we paid the plaintiffs $25.6 million in satisfaction of the

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		judgment, which included an amount for interest on the judgment. The liability incurred in Vista was not covered by the amended settlement.
	•	Sumerel et al. v. Goodyear et al (Case No. 02CA1997, Colorado Court of Appeals), a case involving six sites in which a judgment was entered against us in the amount of $1.3 million plus interest and costs; and
	•	Loughridge v. Goodyear and Chiles Power Supply, Inc. (Case No. 98-B-1302, United States District Court for the District of Colorado), a case consolidating claims involving 36 Entran II sites, in which a federal jury awarded 34 homeowners aggregate damages of $8.2 million, 50% of which was allocated to us. On September 8, 2003, an additional $5.7 million in prejudgment interest was awarded to the plaintiffs, all of which was allocated to us.

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Name		Age				Position(s) Held
Robert J. Keegan			58			Chairman of the Board, Chief Executive Officer and President
Jonathan D. Rich			50			President, North American Tire
Jarro F. Kaplan			58			President, Eastern Europe, Middle East and Africa Tire
Eduardo A. Fortunato			52			President, Latin America Tire
Pierre Cohade			44			President, Asia/Pacific Tire
Timothy R. Toppen			50			President, Engineered Products
Lawrence D. Mason			45			President, North American Tire Consumer Business
Richard J. Kramer			42			Executive Vice President and Chief Financial Officer
Joseph M. Gingo			60			Executive Vice President, Quality Systems and Chief Technical Officer
C. Thomas Harvie			62			Senior Vice President, General Counsel and Secretary
Charles L. Sinclair			54			Senior Vice President, Global Communications
Christopher W. Clark			54			Senior Vice President, Global Sourcing
Kathleen T. Geier			49			Senior Vice President, Human Resources
Darren R. Wells			39			Senior Vice President, Business Development and Treasurer
Thomas A. Connell			56			Vice President and Controller
Donald D. Harper			58			Vice President
William M. Hopkins			61			Vice President
Isabel H. Jasinowski			56			Vice President
Gary A. Miller			59			Vice President
James C. Boland			65			Director
John G. Breen			71			Director
Gary D. Forsee			55			Director
William J. Hudson, Jr.			71			Director
Steven A. Minter			67			Director

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Name		Age				Position(s) Held
Denise M. Morrison			51			Director
Rodney O’Neal			52			Director
Shirley D. Peterson			64			Director
Thomas H. Weidemeyer			58			Director
Michael R. Wessel			46			Director

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	Summary of Compensation

																			Long-Term Compensation
			Annual Compensation																Awards								Payouts
																							Securities
																							Underlying				Long Term
																			Restricted				Options/				Incentive
															Other Annual				Stock				SARs				Plan				All Other
							Salary				Bonus				Compensation				Award(s)				(Number				Payouts				Compensation
Name and Principal Position			Year				(Dollars)				(Dollars)(1)				(Dollars)(2)				(Dollars)(3)				of Shares)				(Dollars)(4)				(Dollars)(5)
Robert J. Keegan				2004			$	1,050,000			$	2,600,000				—				—				261,548			$	472,113			$	1,000,000
	Chairman of the Board, Chief			2003				1,000,000				509,200				—				—				200,000				—				—
	Executive Officer and President(6)			2002				840,000				—				—				—				140,000				—				5,100
Jonathan D. Rich				2004				420,000				680,000				—				—				52,000				55,080				500,000
	President,			2003				345,000				63,476				—				—				45,000				—				—
	North American Tire(7)			2002				223,333				131,770				—				—				25,000				—				5,100
C. Thomas Harvie				2004				431,000				560,000				—				—				49,087				157,371				200,000
	Senior Vice President, General			2003				415,000				175,000				—				—				42,700				—				—
	Counsel and Secretary			2002				415,000				102,537				—				—				32,000				—				6,655
Richard Kramer				2004				378,750				587,704				—				—				47,861				78,686				500,000
	Executive Vice President and			2003				300,000				50,496				—				—				41,600				—				—
	Chief Financial Officer(8)			2002				289,583				251,216				—			$	155,400				26,000				—				5,782
Michael J. Roney				2004				394,667				570,000			$	132,665				—				48,000				157,371				664,152
	President			2003				380,000				133,000				147,754				—				37,300				—				271,450
	European Union Tire			2002				370,000				224,000				153,251				—				28,000				—				181,509

(1)	Represents amounts awarded under the Performance Recognition Plan. Additional information regarding the amounts awarded to the Named Officers and other executive officers under the Performance Recognition Plan is set forth below under “— Other Compensation Plan Information — Performance Recognition Plan.” In addition, the amount reported for Mr. Kramer in 2002 includes an award of 15,000 shares of unrestricted stock on August 6, 2002 valued at $233,250.
(2)	These amounts represent reimbursements made to Mr. Roney for incremental taxes resulting from his foreign assignment.
(3)	Mr. Kramer purchased 10,000 shares of Common Stock for a purchase price of $.01 per share on August 6, 2002. Through August 6, 2005, the shares are subject to transfer and other restrictions and to Goodyear’s option to repurchase under specified circumstances at a price of $.01 per share. The dollar value reported ($155,400) represents the market value of the shares at the date of grant ($15.55 per share on August 6, 2002), less the purchase price. The restrictions and Goodyear’s option in respect of all 10,000 shares of Common Stock will lapse if Mr. Kramer continues to be a Goodyear employee through August 5, 2005. If Mr. Kramer ceases to be an employee prior to that date due to his death or disability, he will be entitled to receive 277 of the shares of Common Stock for each full month of service. Mr. Kramer receives all dividends, if any, paid on the shares of Common Stock. The value of the 10,000 shares of Common Stock (net of the purchase price) was $156,600 at December 31, 2004, based on a closing price on the New York Stock Exchange of $15.67 per share on that date. No other shares of restricted stock were granted, awarded or issued by Goodyear to any Named Officer during 2004, 2003 or 2002.
(4)	The payouts for 2004 relate to performance equity units granted on December 3, 2001 and August 6, 2002. Amounts earned were determined by the extent to which the performance goals related to the units were achieved during the three year performance period ended December 31, 2004. Payouts are to be made 50% in cash and 50% in shares of Common Stock. The performance measure for 50% of each unit was based on Goodyear’s average annual return on invested capital and the other 50% was based on

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	Goodyear’s total shareholder return relative to a peer group consisting of the firms included in the S&P Auto Parts & Equipment Index. Payouts ranging from 0% to 150% of the units granted could have been earned. Amounts earned were determined based on Goodyear’s average annual total shareholder return (potential payouts ranged from 30% of the units if the total shareholder return equaled or exceeded the 30th percentile of the peer group to 75% of the units if Goodyear’s total shareholder return during the relevant performance period equaled or exceeded the 75th percentile of the peer group) and its return on the invested capital (with potential payouts ranging from 35% of the units if a 7.6% average annual return were achieved to 75% of the units if a 13.6% average annual return were achieved) during the performance period. As a result of the achievement of the target levels during the performance period, each participant earned 89.64% of the units granted. The value of each unit, $14.63, is based on the average of the high and low sale price of the Common Stock on December 31, 2004.
(5)	All Other Compensation for each Named Officer in 2004 consists of the guaranteed payout related to grants to the Named Officers under the Executive Performance Plan (the “EP Plan”). This payout will only be made if the Named Officer remains an employee of Goodyear through December 31, 2006. Additional information on grants made under the EP Plan is set forth below under “— Long Term Incentive Awards.” In addition, with respect to Mr. Roney, all other compensation includes payments generally applicable to employees temporarily assigned outside their home countries in an amount aggregating $264,152. This amount includes a foreign housing allowance, tuition for foreign schooling and a foreign service premium payment.
(6)	Mr. Keegan became a Goodyear employee on October 1, 2000 and served as President and Chief Operating Officer from October 3, 2000 until he was elected the President and Chief Executive Officer effective January 1, 2003. Mr. Keegan became Chairman of the Board effective June 30, 2003.
(7)	Mr. Rich has served as President of North American Tire since December of 2002. He previously served as President of Chemical Products.
(8)	Mr. Kramer has served as Executive Vice President and Chief Financial Officer since June of 2004. He previously served as Vice President-Corporate Finance from March 2000 to July 2002, Vice President, Finance-North American Tire from July 2002 to August 2003 and Senior Vice President, Strategic Planning and Restructuring from September 2003 to June 2004.

	Option/ SAR Grants In 2004

		Individual Grants																Potential Realizable Value
																		at Assumed Annual Rates
						% of Total												of Stock Price Appreciation
		Number of				Options/SARs												for Option Term
		Securities Underlying				Granted to				Exercise or Base								(Dollars)(3)
		Options/SARs Granted				Employees in				Price (Dollars				Expiration
Name		(Number of Shares)(1)				2004				per Share)(2)				Date				5%				10%
Robert J. Keegan			233,000				5.6	%		$	12.54				12-9-14			$	1,838,370			$	4,657,670
			28,548				7				10.91				12-3-12				507,298				807,908
Jonathan D. Rich			52,000				1.3				12.54				12-9-14				410,280				1,039,480
C. Thomas Harvie			43,000				1.0				12.54				12-9-14				339,270				859,570
			6,087				.2				12.27				12-3-12				121,679				193,749
Richard J. Kramer			45,000				1.1				12.54				12-9-14				355,050				899,550
			2,861				.1				12.21				12-3-12				56,905				90,608
Michael J. Roney			48,000				1.2				12.54				12-9-14				378,720				959,520

(1)

On December 9, 2004, stock options in respect of an aggregate of 4,031,135 shares of Common Stock were granted to 867 persons, including the Named Officers. In the case of each Named Officer, incentive stock options were granted on December 9, 2004 in respect of 7,800 shares. All other shares are the subject of non-qualified stock options. Each stock option will vest at the rate of 25% per annum. Each unexercised stock option terminates automatically if the optionee ceases to be an employee of Goodyear

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	or one of its subsidiaries for any reason, except that (a) upon retirement or disability of the optionee more than six months after the grant date, the stock option will become immediately exercisable and remain exercisable until its expiration date, and (b) in the event of the death of the optionee more than six months after the grant thereof, each stock option will become exercisable and remain exercisable for up to three years after the date of death of the optionee. Each option also includes the right to the automatic grant of a new option (a “reinvestment option”) for that number of shares tendered in the exercise of the original stock option. The reinvestment option will be granted on, and will have an exercise price equal to the fair market value of the Common Stock on, the date of the exercise of the original stock option and will be subject to the same terms and conditions as the original stock option except for the exercise price and the reinvestment option feature. The following reinvestment options were granted during 2004: Mr. Keegan, 28,548 shares on August 19, 2004; Mr. Harvie, 6,087 shares on November 18, 2004; and Mr. Kramer, 2,861 shares on November 23, 2004.
(2)	The exercise price of each stock option is equal to 100% of the per share fair market value of the Common Stock on the date granted. The option exercise price and/or withholding tax obligations may be paid by delivery of shares of Common Stock valued at the market value on the date of exercise.
(3)	The dollar amounts shown reflect calculations at the 5% and 10% rates set by the Securities and Exchange Commission and, therefore, are not intended to forecast possible future appreciation, if any, of the price of the Common Stock. No economic benefit to the optionees is possible without an increase in price of the Common Stock, which will benefit all shareholders commensurately.

	Option/ SAR 2003 Exercises and Year-End Values

										Number of Securities								Value of Unexercised
										Underlying Unexercised								In-the-Money
										Options/SARs at								Options/SARs at
										December 31, 2004								December 31, 2004
		Shares Acquired				Value				(Number of Shares)								(Dollars)(1)
		on Exercise				Realized
Name		(Number of Shares)				(Dollars)				Exercisable				Unexercisable				Exercisable				Unexercisable
Robert J. Keegan			35,000			$	103,775				482,500				504,048			$	627,700			$	2,248,915
Jonathan D. Rich			-0-				-0-				40,550				101,850				172,313				459,178
C. Thomas Harvie			8,000				34,600				167,675				105,112				137,559				464,624
Richard J. Kramer			3,750				16,013				70,650				97,061				106,840				397,729
Michael J. Roney			-0-				-0-				116,875				96,225				167,281				415,444

(1)	Determined using $14.66 per share, the closing price of the Common Stock on December 31, 2004, as reported on the New York Stock Exchange Composite Transactions tape.

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	Long Term Incentive Awards

						Performance or				Estimated Future Pay-Outs Under
						Other Period Until				Non-Stock Price-Based Plans(2)
		Number of				Maturation or
Name		Units(1)				Pay-Out				Threshold				Target				Maximum
Robert J. Keegan			40,000				1/1/04-12/31/06			$	1,000,000			$	4,000,000			$	8,000,000
			44,000				1/1/05-12/31/07				—				4,400,000				8,800,000
Jonathan D. Rich			10,000				1/1/04-12/31/06				500,000				1,000,000				2,000,000
			11,000				1/1/05-12/31/07				—				1,100,000				2,200,000
C. Thomas Harvie			8,000				1/1/04-12/31/06				200,000				800,000				1,600,000
			8,300				1/1/05-12/31/07				—				830,000				1,660,000
Richard J. Kramer			10,000				1/1/04-12/31/06				500,000				1,000,000				2,000,000
			10,700				1/1/05-12/31/07				—				1,070,000				2,140,000
Michael J. Roney			8,000				1/1/04-12/31/06				400,000				800,000				1,600,000

(1)	Represents units granted under the Executive Performance Plan. Following the respective performance period, each unit will have a value of between $0 to $200 depending upon the level of achievement of the performance measures. The performance measure for 50% of each unit is based on a cumulative target level of net income over the performance period. The other 50% is based on a cumulative target level of total cash flow over the performance period.
(2)	The target amount represents the amount to be paid if the units are paid out at a value of $100 per unit. The maximum amount represents the amount to be paid if the units are paid out of a value of $200 per unit. With respect to the units with a performance period ending December 31, 2007, no award will be paid out if the minimum target levels of net income and cash flow are not achieved. With respect to the units with a performance period ending December 31, 2006, the threshold amount represents the amount guaranteed to be paid if the Named Officer remains in the continuous employ of the Company through the performance period.

	Other Compensation Plan Information

	Performance Recognition Plan

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	Executive Performance Plan

	Savings Plan

	Severance Plan

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	Deferred Compensation Plan

	Retirement Benefits

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		Estimated Annual Benefits Upon Retirement at July 1, 2005, for Years of Service Indicated
5 Year Average Annual Remuneration		10 Years				15 Years				20 Years				25 Years				30 Years				35 Years
$  250,000		$	50,355			$	68,881			$	87,158			$	99,137			$	111,170			$	118,400
500,000			105,355				143,881				182,158				206,637				231,170				245,900
750,000			160,355				218,881				277,158				314,137				351,170				373,400
1,000,000			215,355				293,881				372,158				421,637				471,170				500,900
1,250,000			270,355				368,881				467,158				529,137				591,170				628,400
1,500,000			325,355				443,881				562,158				636,637				711,170				755,900
1,750,000			380,355				518,881				657,158				744,137				831,170				883,400
2,000,000			435,355				593,881				752,158				851,637				951,170				1,010,900
2,500,000			545,355				743,881				942,158				1,066,637				1,191,170				1,265,900
3,000,000			655,355				893,881				1,132,158				1,281,637				1,431,170				1,520,900
3,500,000			765,355				1,043,881				1,322,158				1,496,637				1,671,170				1,775,900
4,000,000			875,355				1,193,881				1,512,158				1,711,637				1,911,170				2,030,900

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			Shares of
			Common Stock
			Beneficially				Percent
Name and Address			Owned				of Class
Brandes Investment Partners, L.P.				27,847,547	(1)			15.8	%
	and related parties
	11988 El Camino Real, Suite 500
	San Diego, California 92130
State Street Bank and Trust Company, acting in various fiduciary capacities				9,223,879	(2)			5.2	%
	225 Franklin Street
	Boston, Massachusetts 02110
Impala Asset Management LLC				8,878,400	(3)			5.0	%
	134 Main Street
	New Canaan, Connecticut 06840

(1)	As set forth in a Form 13F filed with the SEC on November 15, 2005.
(2)	As set forth in a Schedule 13G filed with the SEC on November 10, 2005.
(3)	As set forth in Schedule 13G filed with the SEC on October 11, 2005

		Shares of				Shares of				Shares of
		Common				Common				Common				Deferred
		Stock				Stock Held				Stock Subject				Share
		Owned				in Savings				to Exercisable				Equivalent				Percent of
Name		Directly(2)				Plan(3)				Options(4)				Units				Class
James C. Boland			3,000				-0-				-0-				15,364	(11)			*
John G. Breen			5,200	(5)(6)			-0-				-0-				45,773	(11)			*
Gary D. Forsee			1,000				-0-				-0-				20,113	(11)			*
C. Thomas Harvie			18,076				1,075				152,087				-0-				*
William J. Hudson, Jr.			5,000				-0-				-0-				34,444	(11)			*
Robert J. Keegan			114,532	(7)			433				426,048				-0-				*
Richard J. Kramer			29,802				209				62,111				455	(12)			*
Steven A. Minter			3,580	(6)			-0-				-0-				26,879	(11)			*
Denise M. Morrison			1,100				-0-				-0-				1,335	(11)			*
Rodney O’Neal			-0-				-0-				-0-				7,349	(11)			*
Shirley D. Peterson			-0-				-0-				-0-				5,447	(11)			*
Jonathan D. Rich			4,761	(8)			3,146				35,896				23,405	(12)			*
Michael J. Roney			32,703	(9)			213				88,550				697	(12)			*
Thomas H. Weidemeyer			1,000				-0-				-0-				2,649	(11)			*
All directors and executive officers as a group (29 persons)			337,638	(10)			20,371				1,420,992				195,313				1.0	%

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	*	Less than 1%.

	(1)	The number of shares indicated as beneficially owned by each of the director and named executive officers, and the 1,779,001 shares of Common Stock indicated as beneficially owned by each person and the group, has been determined in accordance with Rule 13d-3(d)(1) promulgated under the Securities Exchange Act of 1934.
	(2)	Unless otherwise indicated in a subsequent note, each person named and each member of the group has sole voting and investment power with respect to the shares of Common Stock shown.
	(3)	Shares held in trust under Goodyear’s Employee Savings Plan for Salaried Employees.
	(4)	Shares which may be acquired upon the exercise of options which are exercisable prior to August 1, 2005 under Goodyear’s 2002 Performance Plan (the “2002 Plan”), Goodyear 1997 Performance Incentive Plan (the “1997 Plan”) and the 1989 Goodyear Performance and Equity Incentive Plan (the “1989 Plan”).
	(5)	Includes 5,000 shares jointly owned by Mr. Breen and his spouse.
	(6)	Includes 200 shares acquired pursuant to Goodyear’s 1994 Restricted Stock Award Plan for non-employee Directors, which shares are subject to certain restrictions.
	(7)	Includes 13,000 shares owned by Mr. Keegan’s spouse.
	(8)	Includes 1,000 shares owned jointly by Mr. Rich and his spouse.
	(9)	Includes 200 shares owned jointly by Mr. Roney and his spouse. Mr. Roney resigned as President, European Union Tire effective September 16, 2005. Mr. Roney remained an employee of Goodyear through October 31, 2005.

(10)	Includes 303,140 shares owned of record and beneficially or owned beneficially through a nominee, and 34,498 shares held by or jointly with family members of certain directors and executive officers.
(11)	Deferred units, each equivalent to a hypothetical share of Common Stock, accrued to the accounts of the director under Goodyear’s Outside Director’s Equity Participation Plan, payable in cash following retirement from the Board of Directors.
(12)	Units, each equivalent to a hypothetical share of Common Stock, deferred pursuant to performance awards earned under the 2002 Plan, 1997 Plan and the 1989 Plan and receivable in cash, shares of Common Stock, or any combination thereof, at the election of the executive officer.

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		Aggregate												Shares of
		Principal												Common Stock
		Amount of Notes				Shares of								Beneficially
		Beneficially				Common Stock				Shares of				Owned After
		Owned and				Beneficially				Common Stock				Completion of
Selling Holder		Offered				Owned(1)				Offered				the Offering(2)
AHFP Context(3)			300,000				24,921				24,921				0
Allstate Insurance Company(4)			750,000				72,803				62,303				10,500
American Beacon Funds(5)			225,000				18,690				18,690				0
Aristeia International Limited(6)			23,750,000				1,972,920				1,972,920				0
Aristeia Partners LP(7)			3,550,000				294,900				294,900				0
Arkansas Teacher Retirement(8)			3,525,000				292,822				292,822				0
Aventis Pension Master Trust(5)			280,000				23,260				23,260				0
Baptist Health of South Florida(8)			630,000				52,334				52,334				0
Boilermakers — Blacksmith Pension Trust(5)			1,800,000				149,527				149,527				0
CALAMOS Convertible Fund — CALAMOS Investment Trust(5)			10,400,000				863,931				863,931				0
CALAMOS Growth & Income Fund — CALAMOS Investment Trust(5)			32,000,000				2,658,250				2,658,250				0
CALAMOS Global Growth & Income Fund — CALAMOS Investment Trust(5)			1,450,000				120,452				120,452				0
CALAMOS Growth & Income Portfolio — CALAMOS Advisors Trust(5)			230,000				19,106				19,106				0
CALAMOS Market Neutral Fund — CALAMOS Investment Trust(5)			8,000,000				664,562				664,562				0
The California Wellness Foundation(5)			400,000				33,228				33,228				0
Canadian Imperial Holdings Inc.(9)			1,000,000				83,070				83,070				0
CEMEX Pension Plan(5)			115,000				9,553				9,553				0
Citigroup Global Markets Inc.			3,063,000				254,444				254,444				0
City of Knoxville Pension System(5)			200,000				21,598				21,598				0
CNH CA Master Account, L.P.(11)			17,750,000				1,474,498				1,474,498				0

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		Aggregate												Shares of
		Principal												Common Stock
		Amount of Notes				Shares of								Beneficially
		Beneficially				Common Stock				Shares of				Owned After
		Owned and				Beneficially				Common Stock				Completion of
Selling Holder		Offered				Owned(1)				Offered				the Offering(2)
The Cockrell Foundation(5)			70,000				5,815				5,815				0
Context Convertible Arbitrage Fund, LP (3)			1,850,000				153,680				153,680				0
Context Convertible Arbitrage Offshore, LTD (3)			5,350,000				444,426				444,426				0
Credit Suisse First Boston Europe LTD(10)			5,000,000				415,352				415,352				0
Delta Pilots Disability and Survivorship Trust(5)			385,000				31,982				31,982				0
Deutsche Bank Securities Inc.(12)			595,000				49,427				49,427				0
Dorinco Reinsurance Company(5)			750,000				62,303				62,303				0
The Dow Chemical Company Employees’ Retirement Plan(5)			2,000,000				166,141				166,141				0
Ellington Overseas Partners, Ltd.(13)			1,000,000				83,070				83,070				0
Engineers Joint Pension Fund(8)			290,000				24,090				24,090				0
The Fondren Foundation(5)			110,000				9,138				9,138				0
Galleon Explorers Partners, L.P.(14)			32,000				2,658				2,658				0
Galleon Explorers Offshore, Ltd.(14)			128,000				10,633				10,633				0
Goldman, Sachs & Co.			64,278,000				5,339,593				5,339,593				0
Grace Convertible Arbitrage Fund, Ltd.(15)			2,000,000				166,141				166,141				0
HMBC LLC (16)			2,500,000				207,675				207,675				0
JMG Capital Partners, LP(17)			2,500,000				207,675				207,675				0
JMG Triton Offshore Fund, Ltd(18)			2,500,000				207,675				207,675				0
Kettering Medical Center Funded Depreciation Account(5)			90,000				7,476				7,476				0
Knoxville Utilities Board Retirement System(5)			120,000				9,968				9,968				0
Louisiana Workers’ Compensation Corporation(5)			350,000				29,075				29,075				0
Lyxor/ Context Fund LTD(3)			1,050,000				87,224				87,224				0
Macomb County Employees’ Retirement System(5)			300,000				24,921				24,921				0
McMahan Securities Co. L.P.(19)			500,000				41,535				41,535				0
Morgan Stanley Convertible Securities Trust(20)			600,000				49,842				49,842				0
National Bank of Canada(3)			850,000				70,609				70,609				0
National Benefit Life Insurance Company(21)			4,000				332				332				0
NFJ Dividend, Interest & Premium Strategy Fund(8)			7,075,000				587,722				587,722				0
Nicholas Applegate U.S. Convertible & Income(8)			11,900,000				988,537				988,537				0
Nicholas Applegate Capital Management U.S. Convertible & Income 2(8)			11,700,000				971,923				971,923				0
Nicholas Applegate Capital Management U.S. Convertible Mutual Fund(8)			315,000				26,167				26,167				0
Northern Income Equity Fund			5,000,000				415,352				415,352				0
Oakwood Assurance Company Ltd(5)			45,000				3,738				3,738				0
Oakwood Healthcare Inc. — OHP(5)			10,000				831				831				0

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		Aggregate												Shares of
		Principal												Common Stock
		Amount of Notes				Shares of								Beneficially
		Beneficially				Common Stock				Shares of				Owned After
		Owned and				Beneficially				Common Stock				Completion of
Selling Holder		Offered				Owned(1)				Offered				the Offering(2)
Oakwood Healthcare Inc. Endowment/ A & D(5)			8,000				665				665				0
Oakwood Healthcare Inc. Funded Depreciation(5)			80,000				6,646				6,646				0
Oakwood Healthcare Inc. Pension(5)			147,000				12,211				12,211				0
Oppenheimer Convertible Securities Fund			2,000,000				166,140				166,140				0
Port Authority of Allegheny Consolidated Trust Fund(5)			100,000				8,307				8,307				0
Port Authority of Allegheny County Retirement and Disability Allowance Plan for the Employees Represented by Local 85 of the Amalgamated Transit Union(5)			600,000				49,842				49,842				0
Primerica Life Insurance Company(21)			38,000				3,157				3,157				0
Prisma Foundation(5)			150,000				12,461				12,461				0
Radcliffe SPC, Ltd.(22)			19,600,000				1,628,178				1,628,178				0
Sage Capital Management, LLC(23)			4,650,000				386,277				386,277				0
San Diego City Retirement(8)			730,000				60,641				60,641				0
San Diego County Convertible(8)			980,000				81,409				81,409				0
SCI Endowment Care Common Trust Fund — Wachovia(5)			35,000				2,907				2,907				0
SCI Endowment Care Common Trust Fund — SunTrust Bank(5)			80,000				6,646				6,646				0
SCI Endowment Care Common Trust Fund — National Fiduciary Services(5)			145,000				12,045				12,045				0
SPT(5)			1,300,000				107,991				107,991				0
Sturgeon Limited			352,000				29,241				29,241				0
UBS O’Connor LLC F/B/O O’Connor Global Convertible Arbitrage Master Limited			1,500,000				124,605				124,605				0
UFJ International PLC			100,000				8,307				8,307				0
Union Carbide Retirement Account(5)			1,100,000				91,377				91,377				0
United Food and Commercial Workers Local 1262 and Employers Pension Fund(5)			300,000				24,921				24,921				0
Univar USA Inc. Retirement Plan(5)			320,000				26,582				26,582				0
Whitebox Diversified Convertible Arbitrage Partners L.P.(24)			1,000,000				83,070				83,070				0
Wyoming State Treasurer(8)			630,000				52,334				52,334				0

(1)	The number of conversion shares shown in the table above assumes conversion of the full amount of notes held by such holder at the initial conversion rate of 83.0703 shares per $1,000 principal amount at maturity of notes. This conversion rate is subject to certain adjustments. Accordingly, the number of shares of common stock issuable upon conversion of the notes may increase or decrease from time to time.
(2)	Assumes all of the notes and shares of common stock issuable upon their conversion are sold in the offering.

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(3)	Michael Rosen and William Fertig exercise voting or investment control over the notes owned by this selling security holder.

(5)	Nick Calamos exercises voting or investment control over the notes owned by this selling security holder.
(6)	Aristeia Capital LLC is the investment manager for Aristeia International Limited. Aristeia Capital LLC is jointly owned by Kevin Toner, Robert H. Lynch Jr., Anthony Franscella and Bill Techar.
(7)	Aristeia Advisors LLC is the investment manager for Aristeia Trading Partners LP. Aristeia Advisors LLC is jointly owned by Robert H. Lynch Jr., Kevin Toner, Anthony Franscella and Bill Techar.
(8)	This selling security holder has delegated full authority to Nicholas-Applegate Capital Management (“Nicholas-Applegate”) as investment advisor over these securities, including full voting and dispositive power. The chief investment officer of Nicholas-Applegate is Horacio Valeiras who, in such capacity, has oversight authority over all portfolio managers at Nicholas-Applegate. Nicholas-Applegate’s proxy committee sets policies on the voting of all of Nicholas-Applegate’s clients’ securities to be voted by Nicholas-Applegate for clients.
(9)	Canadian Imperial Holdings Inc. is a wholly-owned subsidiary of Canadian Imperial Bank of Commerce.

(10)	Gerry Murtagh exercises voting or investment control over the notes owned by this selling security holder.
(11)	CNH Partners, LLC is the investment advisor of the selling security holder with respect to the notes owned by this selling holder and has sole voting and dispositive power over the notes. The Investment Principals for the investment advisor are Robert Krail, Mark Mitchell and Todd Palvino.
(12)	Thomas Sullivan exercises voting or investment control over the notes owned by this selling security holder.
(13)	Ellington Management Group, LLC is the investment adviser of this selling security holder. Michael Vranos, as principal of Ellington Management Group, LLC, exercises voting or investment control over the notes owned by this selling security holder. Mr. Vranos disclaims beneficial ownership over the notes offered by this selling security holder except to the extent of any indirect ownership interest he may have in such notes through his economic participation in this selling security holder.
(14)	Raj Rajaratnam exercises voting or investment control over the notes owned by this selling security holder.
(15)	Bradford Whitmore and Michael Brailov exercise voting or investment control over the notes owned by this selling security holder.
(16)	Highbridge Capital Management, LLC (“Highbridge”) is the trading manager of HBMC LLC (“HBMC”) and consequently has voting control and investment discretion over securities held by HBMC. Glenn Dubin and Henry Swieca control Highbridge. Each of Highbridge, Glenn Dubin and Henry Swieca disclaims beneficial ownership of the securities held by HMBC.
(17)	JMG Capital Management, LLC exercises voting and investment control over securities held by JMG Capital Partners, L.P. The equity interests of JMP Capital Management, LLC are owned by JMP Capital Management, Inc. and Asset Alliance Holding Corp. Jonathan M. Glaser is the executive officer and director of JMG Capital Management, Inc. and exercises sole investment control over the notes owned by this selling security holder.
(18)	Pacific Assets Management LLC has voting and investment control over JMG Triton Offshore Fund, Ltd. The equity interests of Pacific Assets Management LLC are owned by Pacific Capital Management, Inc. and Asset Alliance Holding Corp. The equity interests of Pacific Capital Management, Inc. are owned by Roger Richter, Jonathan M. Glaser and Daniel A. David. Jonathan M. Glaser and Roger Richter have sole investment control over the notes owned by this selling security holder.

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(19)	The executive committee that exercises voting or investment control over the notes owned by this selling security holder consists of Ronald Fertig, Jay Glassman, Joe Dwyer, D. Bruce McMahon, Scott Dillinger and Norman Ziegleb.
(20)	This selling security holder is a wholly-owned subsidiary of Morgan Stanley.
(21)	This selling security holder is a wholly-owned subsidiary of Citigroup, Inc.
(22)	Pursuant to an investment management agreement, RG Capital Management, L.P. (“RG Capital”) serves as the investment manager of Radcliffe SPC, Ltd.’s Class A Convertible Crossover Segregated Portfolio. RGC Management Company, LLC (“Management”) is the general partner of RG Capital. Steve Katznelson and Gerald Stahlecker serve as the managing members of Management. Each of RG Capital, Management and Messrs. Katznelson and Stahlecker disclaims beneficial ownership of the securities owned by Radcliffe SPC, Ltd. for and on behalf of the Class A Convertible Crossover Segregated Portfolio.
(23)	Peter deLisser exercises voting or investment control over the notes owned by this selling security holder.
(24)	Andrew Redleaf exercises voting or investment control over the notes owned by this selling security holder.

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	•	on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
	•	in the over-the-counter market;
	•	in transactions otherwise than on exchanges or in the over-the-counter market;
	•	through the writing and exercise of options; or
	•	through the settlement of short sales.

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	•	are general unsecured obligations of Goodyear and rank equally in right of payment with all of our other existing and future unsubordinated unsecured debt and prior to all of our subordinated debt;
	•	are issued in an aggregate principal amount of $350 million;
	•	will mature on June 15, 2034, unless earlier converted, purchased by us (whether at your option or upon a designated event (as defined below)) or redeemed;
	•	accrue interest at a rate of 4.00% per year payable in cash on each June 15 and December 15, beginning December 15, 2004;
	•	were issued in denominations of $1,000 and integral multiples of $1,000;
	•	are represented by one or more registered notes in global form, but in certain limited circumstances may be represented by notes in definitive form;
	•	are redeemable by us for cash, at our option, in whole or in part beginning on June 20, 2008 at the redemption prices set forth below under “— Optional Redemption”, plus accrued and unpaid interest (including liquidated damages, if any) to but excluding the redemption date;
	•	are subject to repurchase by us for cash at the option of the holder on June 15 of 2011, 2014, 2019, 2024 and 2029, or upon a designated event; and
	•	in the case of certain designated events, will entitle holders to a make whole premium upon the repurchase of notes as described below under “— Designated Event Permits Holders to Require Us to Purchase Notes” and upon the conversion of notes as described below under “— Conversion in Connection with a Fundamental Change”.

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	•	the principal amount of the note; and
	•	all accrued but unpaid interest (including liquidated damages, if any).

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	•	complete and manually sign the conversion notice on the back of the note, or a facsimile of the conversion notice, and deliver this irrevocable notice to the conversion agent;
	•	surrender the note to the conversion agent;
	•	if required, furnish appropriate endorsements and transfer documents;
	•	if required, pay all transfer or similar taxes; and
	•	if required, pay funds equal to interest payable on the next interest payment date.

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	•	a number equal to (1) the aggregate principal amount of notes to be converted divided by $1,000 multiplied by (2) the applicable conversion rate, and
	•	the average of the last reported sale prices (as defined below) of our common stock for the ten consecutive trading days beginning on the third day after the conversion date (the “cash settlement averaging period”).

	•	zero; and
	•	a number of shares determined by the following formula:

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	•	distribute to all holders of our common stock certain rights entitling them to purchase, for a period expiring within 60 days after the date of the distribution, shares of our common stock at less than the last reported sale price of a share of our common stock on the trading day immediately preceding the declaration date of the distribution; or
	•	distribute to all holders of our common stock, assets (including cash), debt securities or rights to purchase our securities, which distribution has a per share value as determined by our board of directors exceeding 5% of the last reported sale price of our common stock on the trading day immediately preceding the declaration date for such distribution,

	•	if you are entitled to the make whole premium, an amount determined as set forth below under “— Determination of the Make Whole Premium” which will be payable on the repurchase date for the notes after a certain fundamental change as described under “— Designated Event Permits Holders to Require Us to Purchase Notes” and an amount equal to any accrued but unpaid cash interest to, but excluding, the conversion date, which interest will be payable in cash; plus
	•	the number of shares of our common stock (or cash or a combination of cash and common stock, as described above) into which your notes are convertible (if you surrender your notes for conversion prior to the record date for receiving distributions in connection with the fundamental change or, if earlier, the effective time of the fundamental change) or the kind and amount of cash, securities and other assets or property which you would have received if you had held the number of shares of our common

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		stock into which your notes were convertible immediately prior to the transaction (if you surrender your notes for conversion after such record date or effective time, as the case may be).

OS(1)

CR(1)

=

CR(o

)

×

OS(o)

CR(o)			=			the conversion rate in effect immediately prior to such event
CR(1)			=			the conversion rate in effect immediately after such event
OS(o)			=			the number of shares of our common stock outstanding immediately prior to such event
OS(1)			=			the number of shares of our common stock outstanding immediately prior to such event plus the total number of shares constituting such dividend or distribution

										OS(o) + X
CR(1)			=			CR(o)		×
										OS(o) + Y

CR(o)			=			the conversion rate in effect immediately prior to such event
CR(1)			=			the conversion rate in effect immediately after such event
OS(o)			=			the number of shares of our common stock outstanding immediately prior to such event
X			=			the total number of shares of our common stock issuable pursuant to such rights, warrants or options
Y			=			the number of shares of our common stock equal to the aggregate price payable to exercise such rights divided by the average of the last reported sale prices of our common stock for the ten consecutive trading days prior to the trading day immediately preceding the record date for the issuance of such rights, warrants or options

	•	dividends, distributions, rights, warrants, options or securities referred to in clause (1) or (2) above; and

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	•	dividends or distributions in cash referred to in clause (4) below;

										SP(O)
CR(1)		=		CR(o)			×
										SP(O) - FMV

CR(o)			=			the conversion rate in effect immediately prior to such distribution
CR(1)			=			the conversion rate in effect immediately after such distribution
SP(o)			=			the average of the last reported sale prices of our common stock for the ten consecutive trading days prior to the trading day immediately preceding the ex dividend date for such distribution
FMV			=			the fair market value (as determined by our board of directors) of the shares of capital stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of our common stock on the ex dividend date for such distribution

								FMV + MP(o)
CR(1)		=		CR(o)		×
								MP(o)

CR(o)			=			the conversion rate in effect immediately prior to such distribution
CR(1)			=			the conversion rate in effect immediately after such distribution
FMV			=			the average of the last reported sale prices of the capital stock or similar equity interest distributed to holders of our common stock applicable to one share of our common stock over the first 10 trading days after the effective date of the spin-off
MP(o)			=			the average of the last reported sale prices of our common stock over the first 10 consecutive trading days after the effective date of the spin-off

								SP(o)
CR(1)		=		CR(o)		×
								SP(o) - C

CR(o)			=			the conversion rate in effect immediately prior to the record date for such distribution
CR(1)			=			the conversion rate in effect immediately after the ex dividend date for such distribution
SP(o)			=			the average of the last reported sale prices of our common stock for the ten consecutive trading days prior to the trading day immediately preceding the ex dividend date of such distribution
C			=			the amount in cash per share we distribute to holders of our common stock

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										AC + (SP(1) × OS(1))
CR(1)		=		CR(o)			×
										SP(1) × OS(o)

CR(o)			=			the conversion rate in effect on the date such tender offer or exchange offer expires
CR(1)			=			the conversion rate in effect on the day next succeeding the date such tender offer or exchange offer expires
AC			=			the aggregate value of all cash and any other consideration (as determined by our board of directors) paid or payable for all shares of common stock that the Company or one of its subsidiaries purchases in the tender offer or exchange offer
OS(o)			=			the number of shares of our common stock outstanding immediately prior to the date such tender offer or exchange offer expires
OS(1)			=			the number of shares of our common stock outstanding immediately after the date such tender offer or exchange offer expires
SP(1)			=			the average of the last reported sale prices of our common stock for the ten consecutive trading days commencing on the trading day next succeeding the date such tender offer or exchange offer expires

	•	upon the issuance of any shares of our common stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on our securities and the investment of additional optional amounts in shares of our common stock under any plan;
	•	upon the issuance of any shares of our common stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by us or any of our subsidiaries;

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	•	upon the issuance of any shares of our common stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding bullet and outstanding as of the date the notes were first issued;
	•	for a change in the par value of the common stock; or
	•	for accrued and unpaid interest (including liquidated damages, if any).

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		Redemption
Period		Price
Beginning June 20, 2008 and ending on June 14, 2009			101.714	%
Beginning June 15, 2009 and ending on June 14, 2010			101.143	%
Beginning June 15, 2010 and ending on June 14, 2011			100.571	%
Beginning June 15, 2011 and thereafter			100.000	%

	•	the purchase price;
	•	the name and address of the paying agent and the conversion agent; and
	•	the procedures that holders must follow to require us to purchase their notes.

	•	if certificated notes have been issued, the certificate numbers of the notes;
	•	the portion of the principal amount of notes to be purchased, in integral multiples of $1,000; and

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	•	that the notes are to be purchased by us pursuant to the applicable provisions of the notes and the indenture.

	•	the principal amount of the withdrawn notes;
	•	if certificated notes have been issued, the certificate numbers of the withdrawn notes; and
	•	the principal amount, if any, which remains subject to the purchase notice.

	•	the notes will cease to be outstanding and interest will cease to accrue (whether or not book-entry transfer of the notes is made or whether or not the notes are delivered to the paying agent); and
	•	all other rights of the holder will terminate (other than the right to receive the purchase price upon delivery or transfer of the notes).

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	(1) any “person” or “group” (within the meaning of Section 13(d) of the Exchange Act) other than us, our subsidiaries or any of our or their employee benefit plans files a Schedule TO, Schedule 13D or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of the Company’s common equity representing more than 50% of the voting power of the Company’s common equity entitled to vote generally in the election of directors; or
	(2) consummation of any share exchange, consolidation or merger of the Company pursuant to which the Company’s common stock will be converted into cash, securities or other property or any sale, lease or transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of us and our subsidiaries, taken as a whole, to any person other than us or one or more of our subsidiaries; provided, however, that a transaction where the holders of the Company’s common equity immediately prior to such transaction have, directly or indirectly, more than 50% of the aggregate voting power of the voting stock of the continuing or surviving corporation or transferee entitled to vote generally in the election of directors immediately after such event shall not be a change of control.

	•	the events causing a designated event;
	•	the date of the designated event;
	•	the last date on which a holder may exercise the repurchase right;
	•	the designated event repurchase price;
	•	the designated event repurchase date;
	•	the name and address of the paying agent and conversion agent;
	•	the conversion price and any adjustments to the conversion price;
	•	that the notes with respect to which a designated event repurchase notice has been given by the holder may be converted, if permitted under the terms of the indenture, only if the holder withdraws the designated event repurchase notice in accordance with the terms of the indenture; and
	•	the procedures that holders must follow to require us to repurchase their notes.

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	•	if certificated, the certificate numbers of your notes to be delivered for repurchase;
	•	the portion of the principal amount of notes to be repurchased, which must be $1,000 or an integral multiple thereof; and
	•	that the notes are to be repurchased by us pursuant to the applicable provisions of the notes and the indenture.

	•	the principal amount of the withdrawn notes;
	•	if certificated notes have been issued, the certificate numbers of the withdrawn notes; and
	•	the principal amount, if any, which remains subject to the repurchase election.

	•	the notes will cease to be outstanding and interest will cease to accrue (whether or not book-entry transfer of the notes is made or whether or not the notes are delivered to the paying agent); and
	•	all other rights of the holder will terminate (other than the right to receive the designated event repurchase price and previously accrued and unpaid interest upon delivery or transfer of the notes).

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	•	if holders of our common stock receive only cash in such transaction, the stock price will be the cash amount paid per share; and
	•	otherwise, the stock price will be the average of the last reported sale price of our common stock on the 10 trading days up to but not including the effective date of such transaction.

	•	in the case of a fundamental change in which all or substantially all of the shares of our common stock have been converted as of the effective date into the right to receive securities or other assets or property, then the value of the shares of our common stock will equal the value of the consideration paid per share, with the consideration valued as follows:

	•	securities that are traded on an United States national securities exchange or approved for quotation on the Nasdaq National Market or any similar system of automated dissemination of quotations of

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		securities prices will be valued based on 98% of the average last reported sale price on the 10 trading days prior to but excluding the repurchase date,
	•	other securities, assets or property (other than cash) which holders will have the right to receive will be valued based on 98% of the average of the fair market value of such securities, assets or property (other than cash) as determined by two independent nationally recognized investment banks selected by the trustee, and

	•	100% of any cash; and
	•	in all other cases, the value of our shares of common stock will equal 98% of the average last reported sale price on the 10 trading days prior to but excluding the repurchase date.

		Stock Price
Effective Date of Fundamental Change		$9.26				$10.00				$11.00				$12.00				$13.00				$15.00				$20.00				$50.00				$100.00
July 2, 2004			0.0				4.6				10.9				17.4				16.4				14.0				9.3				0.6				0.0
June 15, 2005			0.0				2.4				8.8				15.4				14.6				11.5				7.8				0.4				0.0
June 15, 2006			0.0				1.0				6.9				13.4				11.9				9.5				5.3				0.4				0.0
June 15, 2007			0.0				0.5				4.5				10.5				9.3				6.0				2.9				0.4				0.0
June 19, 2008			0.0				1.7				1.7				1.7				1.7				1.7				1.7				1.7				0.0

	•	between two stock price amounts on the table or the repurchase date is between two dates on the table, the make whole premium will be determined by straight-line interpolation between make whole premium amounts set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365 day year;
	•	more than $100.00 per share (subject to adjustment), no make whole premium will be paid; and
	•	less than the last reported sale price of our common stock on the date of pricing (subject to adjustment), no make whole premium will be paid.

		Make Whole
Effective Date of Fundamental Change		Premiums
Beginning June 20, 2008 and ending on June 14, 2009			1.7	%
Beginning June 15, 2009 and ending on June 14, 2010			1.1	%
Beginning June 15, 2010 and ending on June 15, 2011			0.6	%

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	(1) the resulting, surviving or transferee person (the “Successor Company”) will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the company) will expressly assume, by a supplemental indenture, executed and delivered to the trustee, if form satisfactory to the trustee, all the obligations of the company under the notes and the indenture;
	(2) immediately after giving effect to such transaction, no default will have occurred and be continuing; and
	(3) we shall have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the indenture.

	(1) a default in payment of the principal of, or premium (if any) on, any of the notes when due at maturity, upon redemption, required repurchase or otherwise;
	(2) a default in any payment of interest (including liquidated damages, if any) on any note when due and payable and continued for 30 days;
	(3) a default for 10 days in our obligation to satisfy our conversion obligation upon exercise of a holder’s conversion right;
	(4) a failure to comply with or observe in any material respect any other covenant or agreement in respect of the notes contained in the indenture or the notes for 60 days after written notice to us by the trustee or to us and the trustee by holders of at least 25% in aggregate principal amount of the notes then outstanding;
	(5) the failure by the Company or any significant subsidiary (as defined in Rule 1-02 of Regulation S-X) to pay any indebtedness (other than indebtedness owing to the Company or a significant subsidiary) within any applicable grace period after final maturity or the acceleration of any such indebtedness by the holders thereof because of a default if the total amount of such indebtedness unpaid or accelerated exceeds $50.0 million or its foreign currency equivalent;
	(6) the rendering of any final nonappealable judgment or decree (not covered by insurance) for the payment of money in excess of $50.0 million or its foreign currency equivalent (treating any deductibles, self-insurance or retention as not so covered) against the Company or a significant subsidiary (as defined in Rule 1-02 of Regulation S-X) if such final judgment or decree remains outstanding and is not satisfied, discharged or waived within a period of 60 days following such judgment;
	(7) a failure to give notice of the right to require us to repurchase notes following the occurrence of a designated event within the time required to give such notice; or
	(8) certain events of bankruptcy, insolvency or reorganization affecting the Company or a significant subsidiary.

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	•	the holder has given the trustee written notice of an event of default;
	•	the holders of at least 25% in principal amount of outstanding notes make a written request to the trustee to institute proceedings in respect of such event of default;
	•	the holder has offered reasonable indemnity to the trustee against any costs, expenses or liabilities of the trustee;
	•	the trustee fails to comply with the request within 60 days after receipt of the request and offer of indemnity; and
	•	the trustee does not receive an inconsistent direction from the holders of a majority in principal amount of the notes.

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	•	reduce the amount of notes whose holders must consent to an amendment;
	•	reduce the stated rate of or extend the stated time for payment of interest (including liquidated damages, if any) on any note;
	•	reduce the principal of or extend the stated maturity of any note;
	•	affect our obligation to redeem any notes on a redemption date in a manner adverse to such holders;
	•	affect our obligation to repurchase any note at the option of the holder in a manner adverse to such holders;
	•	affect our obligation to repurchase any note upon a designated event in a manner adverse to such holders;
	•	reduce the amount payable upon the redemption or repurchase of any note or change the time at which any note may be redeemed or repurchased;
	•	make the principal or interest on any note payable in money other than that stated in the note;
	•	impair the right of a holder to convert any note or reduce the number of shares of common stock or any other property receivable upon conversion;
	•	impair the right of any holder to institute suit for the enforcement of any payment on or with respect to such holder’s notes; or
	•	make any change in the amendment provisions which require each holder’s consent or in the waiver provisions.

	•	cure any ambiguity, defect or inconsistency;
	•	provide for the assumption by a successor corporation of our obligations under the indenture;
	•	provide for uncertificated notes in addition to or in place of certificated notes;
	•	add guarantees with respect to the notes;
	•	secure the notes;
	•	add covenants for the benefit of the holders or surrender any right or power conferred upon us;
	•	make any change that does not adversely affect the rights of any holder, subject to the provisions of the indenture;
	•	evidence and provide the acceptance of the appointment of a successor trustee under the indenture;
	•	modify the restrictions on, and procedures for, resale and other transfers of shares pursuant to law, regulation or practice relating to the resale or transfer of restricted securities generally; or
	•	comply with any requirement of the SEC in connection with the qualification of the indenture or any supplemental indenture under the Trust Indenture Act of 1939 as then in effect.

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	•	we have delivered to the trustee for cancellation all outstanding notes (with certain limited exceptions); or
	•	all notes not previously delivered to the trustee for cancellation have become due and payable, whether at stated maturity or any redemption date or any repurchase date (including upon the occurrence of a designated event), or

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	•	not be entitled to have certificates registered in their names;
	•	not receive physical delivery of certificates in definitive registered form; and
	•	not be considered holders of the global note.

	•	for the records relating to, or payments made on account of, beneficial ownership interests in a global note; or
	•	for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

	•	a limited purpose trust company organized under the laws of the State of New York, and a member of the Federal Reserve System;
	•	a “clearing corporation” within the meaning of the Uniform Commercial Code; and
	•	a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, or the Exchange Act.

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	•	300,000,000 shares of common stock, without par value; and
	•	50,000,000 shares of preferred stock, issuable in series.

	Voting Rights

	Dividend Rights

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	Liability for Calls and Assessments

	Preemptive Rights

	Liquidation Rights

	Other Information

	•	if we ever were to adopt a rights plan, the board of directors would seek prior shareholder approval of the plan unless, due to timing constraints or other reasons, a committee consisting solely of independent directors determines that it would be in the best interests of shareholders to adopt a plan before obtaining shareholder approval; and
	•	if a rights plan is adopted without prior shareholder approval, the plan must either be ratified by shareholders or must expire within one year.

	Articles and Code

	•	the right of our board of directors to issue authorized and unissued shares of common stock without shareholder approval;

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	•	the right of our board of directors to issue shares of preferred stock in one or more series and to designate the number of shares of those series and certain terms, rights and preferences of those series, including redemption terms and prices and conversion rights, without shareholder approval;
	•	a board of directors divided into three classes such that at each annual meeting of shareholders directors of one class (comprising approximately one-third of the entire board of directors) are elected, on a rotating basis, to serve for three-year terms; and
	•	provisions prohibiting the removal of directors except upon the vote of holders of two-thirds of the combined voting power represented by the outstanding shares of common stock.

	Ohio Law Provisions

	•	permit a corporation to recover profits realized under certain circumstances by persons who dispose of securities of a corporation within 18 months of proposing to acquire such corporation;
	•	impose advance filing and notice requirements for tenders of more than 10% of certain Ohio corporations; and
	•	provide that directors of a classified board may be removed only for cause.

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			High				Low
2005:
	First Quarter		$	16.08			$	13.11
	Second Quarter			15.46				11.24
	Third Quarter			18.59				15.00
	Fourth Quarter (through December 8, 2005)			17.20				13.00
2004:
	First Quarter			11.97				7.06
	Second Quarter			10.45				7.66
	Third Quarter			12.00				8.70
	Fourth Quarter			15.01				9.15
2003:
	First Quarter			7.33				3.35
	Second Quarter			7.35				4.55
	Third Quarter			8.19				4.49
	Fourth Quarter			7.94				5.55
2002:
	First Quarter			28.31				21.29
	Second Quarter			23.70				18.50
	Third Quarter			18.52				8.49
	Fourth Quarter			9.36				6.60

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	Characterization of the Notes

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	Interest

	Notes Purchased with Market Discount

	Notes Purchased at a Premium

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	Conversion of Notes

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	Adjustment of Conversion Rate

	Sale, Exchange or Redemption of Notes

	Alternative Tax Treatment of the Notes

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	Distributions on Common Stock

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	Sale or Exchange of Common Stock

	Information Reporting and Backup Withholding Tax

	Interest Income

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	Conversion of Notes

	Adjustment of Conversion Rate

	Dividends

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	Sale, Exchange or Redemption of Notes; Sale or Exchange of Common Stock

	Information Reporting and Backup Withholding Tax

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	1. is permitted under the plan document and other instruments governing the ERISA Plan; and
	2. is appropriate for the ERISA Plan in view of its overall investment policy and the composition and diversification of its portfolio, taking into account the limited liquidity of the notes.

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	1. Prohibited transaction class exemption (“PTCE”) 75-1 (relating to specified transactions involving employee benefit plans and broker-dealers, reporting dealers, and banks);
	2. PTCE 84-14 (relating to specified transactions directed by independent qualified professional asset managers);
	3. PTCE 90-1 (relating to specified transactions involving insurance company pooled separate accounts);
	4. PTCE 91-38 (relating to specified transactions by bank collective investment funds);
	5. PTCE 95-60 (relating to specified transactions involving insurance company general accounts); and
	6. PTCE 96-23 (relating to specified transactions directed by in-house asset managers).

	1. you have not used the assets directly or indirectly of any Plan to acquire such note; or
	2. your acquisition and holding of such note (A) is exempt from the prohibited transaction restrictions of ERISA and the Code under one or more prohibited transaction class exemptions or does not constitute a prohibited transaction under ERISA and the Code, (B) meets the applicable fiduciary requirements of ERISA, and (C) does not violate any applicable Similar Law.

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				Page
Annual Consolidated Financial Statements:
	Management’s Report on Internal Control over Financial Reporting				F-2
	Report of Independent Registered Public Accounting Firm				F-3
	Consolidated Statement of Income for each of the three fiscal years in the period ended December 31, 2004				F-5
	Consolidated Balance Sheet at December 31, 2004 and December 31, 2003				F-6
	Consolidated Statement of Shareholders’ Equity (Deficit) for each of the three fiscal years in the period ended December 31, 2004				F-7
	Consolidated Statement of Cash Flows for each of the three fiscal years in the period ended December 31, 2004				F-8
	Notes to Financial Statements				F-9
	Supplementary Data (Unaudited)				F-86
	Financial Statement Schedules:
		Schedule I Condensed Financial Information of Registrant			F-92
		Schedule II Valuation and Qualifying Accounts			F-98
Other Financial Statements
	Report of Independent Registered Public Accounting Firm				F-99
	Financial Statements of South Pacific Tyres (SPT)				F-100
Interim Consolidated Financial Statements (Unaudited):
	Consolidated Statements of Income (Loss) for the three and nine month periods ended September 30, 2005 and September 30, 2004				F-159
	Consolidated Balance Sheets at September 30, 2005 and December 31, 2004				F-160
	Consolidated Statements of Comprehensive Income (Loss) for the three and nine month periods ended September 30, 2005 and September 30, 2004				F-161
	Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2005 and September 30, 2004				F-162
	Notes to Consolidated Financial Statements				F-163

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	/s/ PricewaterhouseCoopers LLP
	PRICEWATERHOUSECOOPERS LLP

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		Year Ended December 31,
						Restated
		2004				2003				2002
(Dollars in millions, except per share amounts)
Net Sales		$	18,352.5			$	15,101.6			$	13,828.4
Cost of Goods Sold			14,691.3				12,481.0				11,287.6
Selling, Administrative and General Expense			2,833.1				2,374.2				2,202.4
Rationalizations (Note 3)			55.6				291.5				5.5
Interest Expense (Note 15)			368.8				296.3				242.7
Other (Income) and Expense (Note 4)			8.2				260.9				48.5
Foreign Currency Exchange (Gain) Loss			23.4				40.7				(8.7	)
Equity in (Earnings) Losses of Affiliates			(8.4	)			14.5				13.8
Minority Interest in Net Income of Subsidiaries			57.8				32.8				55.6
Income (Loss) before Income Taxes			322.7				(690.3	)			(19.0	)
United States and Foreign Taxes on Income (Loss) (Note 14)			207.9				117.1				1,227.9
Net Income (Loss)		$	114.8			$	(807.4	)		$	(1,246.9	)
Net Income (Loss) Per Share — Basic		$	0.65			$	(4.61	)		$	(7.47	)
Average Shares Outstanding (Note 12)			175.4				175.3				167.0
Net Income (Loss) Per Share — Diluted		$	0.63			$	(4.61	)		$	(7.47	)
Average Shares Outstanding (Note 12)			192.3				175.3				167.0

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				December 31,
								Restated
				2004				2003
(Dollars in millions)
ASSETS
Current Assets:
	Cash and cash equivalents (Note 1)			$	1,967.9			$	1,546.3
	Restricted cash (Note 1)				152.4				23.9
	Accounts and notes receivable (Note 5)				3,408.8				2,602.3
	Inventories (Note 6)				2,784.8				2,467.7
	Prepaid expenses and other current assets				299.2				305.4
		Total Current Assets			8,613.1				6,945.6
Long Term Accounts and Notes Receivable					307.5				289.7
Investments in and Advances to Affiliates					34.9				184.2
Other Assets (Note 8)					78.3				71.5
Goodwill (Note 7)					720.3				658.2
Other Intangible Assets (Note 7)					162.6				150.4
Deferred Income Tax (Note 14)					83.4				70.5
Prepaid and Deferred Pension Costs (Note 13)					829.9				869.9
Deferred Charges					248.1				255.9
Properties and Plants (Note 9)					5,455.2				5,205.2
		Total Assets		$	16,533.3			$	14,701.1
LIABILITIES
Current Liabilities:
	Accounts payable-trade			$	1,970.4			$	1,557.8
	Compensation and benefits (Note 13)				1,029.2				977.9
	Other current liabilities				741.6				584.3
	United States and foreign taxes				271.3				270.7
	Notes payable (Note 11)				220.6				146.7
	Long term debt and capital leases due within one year (Note 11)				1,009.9				113.5
		Total Current Liabilities			5,243.0				3,650.9
Long Term Debt and Capital Leases (Note 11)					4,449.1				4,825.8
Compensation and Benefits (Note 13)					5,035.8				4,512.9
Deferred and Other Noncurrent Income Taxes (Note 14)					405.8				380.6
Other Long Term Liabilities					480.7				509.1
Minority Equity in Subsidiaries					846.1				854.0
		Total Liabilities			16,460.5				14,733.3
Commitments and Contingent Liabilities (Note 20)
Shareholders’ Equity (Deficit)
Preferred Stock, no par value:
	Authorized, 50,000,000 shares, unissued				—				—
Common Stock, no par value:
	Authorized, 300,000,000 shares
	Outstanding shares, 175,619,639 (175,326,429 in 2003)				175.6				175.3
Capital Surplus					1,391.8				1,390.2
Retained Earnings					1,069.9				955.1
Accumulated Other Comprehensive Income (Loss) (Note 19)					(2,564.5	)			(2,552.8	)
		Total Shareholders’ Equity (Deficit)			72.8				(32.2	)
		Total Liabilities and Shareholders’ Equity		$	16,533.3			$	14,701.1

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																					Accumulated
																					Other
					Common Stock																Comprehensive				Total
													Capital				Retained				Income				Shareholders’
					Shares				Amount				Surplus				Earnings				(Loss)				Equity
(Dollars in millions, except per share)
Balance at December 31, 2001 as originally restated(A) (after deducting 32,512,970 treasury shares)						163,165,698			$	163.2			$	1,245.4			$	3,089.3			$	(1,870.1	)		$	2,627.8
Effect of restatement on periods ending on or before December 31, 2001																		(0.1	)			(30.9	)			(31.0	)
Balance at December 31, 2001 (as restated)						163,165,698			$	163.2			$	1,245.4			$	3,089.2			$	(1,901.0	)		$	2,596.8
	Comprehensive income (loss):
		Net loss																(1,246.9	)
		Foreign currency translation (net of tax benefit of $0)																				74.4
		Minimum pension liability (net of tax of $42.4)																				(1,283.6	)
		Unrealized investment gain (net of tax of $0)																				7.3
		Deferred derivative gain (net of tax of $0)																				60.6
			Reclassification adjustment for amounts recognized in income (net of tax of $0)																			(64.5	)
			Total comprehensive loss																							(2,452.7	)
		Cash dividends — $0.48 per share																(79.8	)							(79.8	)
		Common stock issued from treasury:
			Domestic pension funding			11,300,000				11.3				126.6												137.9
			Common stock issued for acquisitions			693,740				0.7				15.2												15.9
			Stock compensation plans			147,995				0.1				2.9												3.0
Balance at December 31, 2002 (as restated) (after deducting 20,371,235 treasury shares)						175,307,433				175.3				1,390.1				1,762.5				(3,106.8	)			221.1
	Comprehensive income (loss):
		Net loss																(807.4	)
		Foreign currency translation (net of tax benefit of $0)																				393.7
		Minimum pension liability (net of tax of $2.2)																				128.3
		Unrealized investment gain (net of tax of $0)																				4.1
			Reclassification adjustment for amounts recognized in income (net of tax of $8.7)																			8.8
		Deferred derivative gain (net of tax of $0)																				46.3
			Reclassification adjustment for amounts recognized in income (net of tax of $1.9)																			(27.2	)
			Total comprehensive loss																							(253.4	)
		Common stock issued from treasury:
			Stock compensation plans			18,996								0.1												0.1
Balance at December 31, 2003 (as restated) (after deducting 20,352,239 treasury shares)						175,326,429				175.3				1,390.2				955.1				(2,552.8	)			(32.2	)
	Comprehensive income (loss):
		Net income																114.8
		Foreign currency translation (net of tax benefit of $0)																				253.2
		Minimum pension liability (net of tax of $34.2)																				(283.8	)
		Unrealized investment gain (net of tax of $0)																				13.4
		Deferred derivative gain (net of tax of $0)																				29.6
			Reclassification adjustment for amounts recognized in income (net of tax of $(3.5))																			(24.1	)
			Total comprehensive income																							103.1
		Common stock issued from treasury:
			Stock compensation plans			293,210				0.3				1.6												1.9
Balance at December 31, 2004 (after deducting 20,059,029 treasury shares)						175,619,639			$	175.6			$	1,391.8			$	1,069.9			$	(2,564.5	)		$	72.8

(A)		As reported in Form 10-K filed on May 19, 2004.

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						Year Ended December 31,
										Restated
						2004				2003				2002
(In millions)
Cash Flows from Operating Activities:
	Net Income (Loss)					$	114.8			$	(807.4	)		$	(1,246.9	)
		Adjustments to reconcile net income (loss) to cash flows from operating activities:
			Depreciation and amortization				628.7				691.6				605.3
			Amortization of debt issuance costs				86.1				50.3				17.9
			Deferred tax provision (Note 14)				(4.5	)			(9.9	)			1,131.2
			Rationalizations (Note 3)				32.4				132.4				2.4
			(Gain) loss on asset sales (Note 4)				7.5				16.4				(23.6	)
			Fire loss deductible expense (Note 4)				11.6				—				—
			Insurance settlement gain (Note 4)				(156.6	)			—				—
			Minority interest and equity earnings				47.5				39.3				71.4
			Net cash flows from sale of accounts receivable (Note 5)				(117.7	)			(839.6	)			34.8
			Pension contributions				(264.6	)			(115.7	)			(226.9	)
			Changes in operating assets and liabilities, net of asset acquisitions and dispositions:
				Accounts and notes receivable			(305.7	)			(104.7	)			43.1
				Inventories			(53.9	)			38.2				60.4
				Accounts payable — trade			147.5				(103.5	)			96.3
				Prepaid expenses and other current assets			64.1				202.1				(131.4	)
				Deferred charges			(19.6	)			1.9				(9.7	)
				Long term compensation and benefits			689.4				(20.3	)			1,511.2
				Accumulated other comprehensive income (loss) — deferred pension gain (loss)			(244.2	)			191.1				(1,265.8	)
				Other long term liabilities			96.7				221.5				(88.7	)
				Other assets and liabilities			(39.7	)			127.5				105.0
				Total adjustments			605.0				518.6				1,932.9
			Total cash flows from operating activities				719.8				(288.8	)			686.0
Cash Flows from Investing Activities:
		Capital expenditures					(518.6	)			(375.4	)			(458.1	)
		Short term securities acquired					—				—				(64.7	)
		Short term securities redeemed					—				26.6				38.5
		Asset dispositions					19.3				104.4				55.6
		Asset acquisitions					(61.8	)			(71.2	)			(54.8	)
		Other transactions					35.9				79.6				(56.8	)
			Total cash flows from investing activities				(525.2	)			(236.0	)			(540.3	)
Cash Flows from Financing Activities:
		Short term debt incurred					162.5				323.1				84.1
		Short term debt paid					(139.2	)			(469.2	)			(87.5	)
		Long term debt incurred					2,066.7				2,983.8				38.4
		Long term debt paid					(1,693.9	)			(1,612.1	)			(125.2	)
		Common stock issued (Notes 8, 12)					1.8				0.2				18.7
		Dividends paid to minority interests in subsidiaries					(28.9	)			(38.6	)			(16.2	)
		Dividends paid to Goodyear shareholders					—				—				(79.8	)
		Debt issuance costs					(51.4	)			(104.1	)			—
		Increase in restricted cash					(128.5	)			(23.9	)			—
		Other transactions					—				27.9				—
			Total cash flows from financing activities				189.1				1,087.1				(167.5	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents							37.9				64.2				(13.7	)
Net Change in Cash and Cash Equivalents							421.6				626.5				(35.5	)
Cash and Cash Equivalents at Beginning of the Period							1,546.3				919.8				955.3
Cash and Cash equivalents at End of the Period						$	1,967.9			$	1,546.3			$	919.8

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Note 1.	Accounting Policies

	Principles of Consolidation

	Use of Estimates

	•	allowance for doubtful accounts,
	•	recoverability of intangibles and other long-lived assets,
	•	deferred tax asset valuation allowances,
	•	workers’ compensation,
	•	litigation,
	•	general and product liabilities,
	•	environmental liabilities,
	•	pension and other postretirement benefits, and
	•	various other operating allowances and accruals, based on currently available information.

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	Revenue Recognition

	Shipping and Handling Fees and Costs

	Research and Development Costs

	Warranty

	Environmental Cleanup Matters

	Legal Expenses

	Advertising Costs

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	Rationalizations

	Income Taxes

	Cash and Cash Equivalents/ Consolidated Statement of Cash Flows

	Restricted Cash and Restricted Net Assets

	Inventories

	Goodwill and Other Intangible Assets

F-11

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	Investments

	Properties and Plants

	Foreign Currency Translation

	Derivative Financial Instruments and Hedging Activities

F-12

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	Stock-Based Compensation

			Year Ended December 31,
							Restated
			2004				2003				2002
(In millions, except per share)
Net income (loss) as reported			$	114.8			$	(807.4	)		$	(1,246.9	)
Add: Stock-based compensation expense (income) included in net income (loss) (net of tax)				6.4				1.3				(5.6	)
Deduct: Stock-based compensation expense calculated using the fair value method (net of tax)				(20.2	)			(28.0	)			(28.7	)
Net income (loss) as adjusted			$	101.0			$	(834.1	)		$	(1,281.2	)
Net income (loss) per share:
	Basic — as reported		$	0.65			$	(4.61	)		$	(7.47	)
	— as adjusted			0.58				(4.76	)			(7.67	)
	Diluted — as reported		$	0.63			$	(4.61	)		$	(7.47	)
	— as adjusted			0.56				(4.76	)			(7.67	)

	Earnings Per Share of Common Stock

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	Reclassification

	Recently Issued Accounting Standards

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Note 2.	Restatement

	Restatements Included in 2003 Form 10-K

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						Year Ended
		Nine Months Ended				December 31,
		September 30,
		2003				2002				2001				Pre-2001				Total
(In millions)		(Unaudited)
Income (Expense)
Accruals and deferred expenses — Europe and Asia		$	4.5			$	0.5			$	(8.3	)		$	(2.0	)		$	(5.3	)
Deferred income — Europe			—				(2.9	)			(1.0	)			—				(3.9	)
Workers’ compensation			(4.1	)			(5.6	)			(2.3	)			(5.7	)			(17.7	)
Accruals and deferred expenses — Chile			—				4.5				(1.6	)			(3.5	)			(0.6	)
Land valuation — Chile			—				—				—				(1.5	)			(1.5	)
		$	0.4			$	(3.5	)		$	(13.2	)		$	(12.7	)		$	(29.0	)

	A. Interplant. We use an internal system, the Interplant System, to track the procurement and transfer of fixed assets, raw materials and spare parts acquired or manufactured by Goodyear units in the United States for our foreign manufacturing locations. The $28.8 million Interplant charge corrects an overstatement of income and assets. The most significant items in this category are 1) fixed assets and inventory of $26.0 million which were not properly relieved from the Interplant System when they were billed to the foreign manufacturing locations and accordingly now have to be expensed and 2) the correction of a failure to depreciate $2.8 million of fixed assets.
	B. North American Tire (NAT) Receivables. The adjustment to accounts receivable of $25.0 million is attributable to amounts erroneously recorded in our general ledger during the period April 1999 to November 2000. During this period, we implemented certain modules of an ERP accounting system. These modules were not properly integrated with existing systems resulting in an overstatement of sales and accounts receivable in the general ledger. This overstatement had to be reversed. Billings to customers and cash collections were appropriate during this period.
	C. Engineered Products (EPD). It was not possible to allocate the amount of this adjustment to specific periods and accordingly, we recorded substantially all of this adjustment in the first quarter of 2003. This adjustment includes the write-off of $21.3 million consisting of $3.7 million in intercompany

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	accounts and $17.6 million related to payables and other accounts. Several factors relating to our ERP systems implementation resulted in EPD’s inability to locate or recreate account reconciliations for prior periods.
	D. Wingfoot Commercial Tire Systems, LLC. On November 1, 2000, we made a contribution, which included inventory, to Wingfoot Commercial Tire Systems, LLC, a consolidated subsidiary. On a consolidated basis, the inventory was valued at our historical cost. Upon the sale of the inventory, consolidated cost of goods sold was understated by $11.0 million. Additionally, inventory and fixed asset losses totaling $4.2 million were not expensed as incurred and were written off in connection with the restatement.
	E. Fixed Assets. The adjustments to other fixed assets totaled $13.1 million and related primarily to the understatement of depreciation expenses and the write-off of assets previously disposed.
	F. General and Product Liability. The expense for general and product claims increased $11.6 million for the third quarter and nine months ended September 30, 2003, and related to the timing of the recognition of certain liabilities for Entran II claims. We reached final agreement with one of our insurers in November 2003, prior to filing the third quarter 10-Q, and recorded both a receivable and separately a corresponding liability related to Entran II matters. This amount was reflected in our amended quarterly report on Form 10-Q/ A for the period ended September 30, 2003 filed on August 3, 2004, which has subsequently been restated, as discussed below in “Restatements Included in 2004 Form 10-K”.

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	Restatements Included in 2004 Form 10-K

	SPT. These adjustments reduced income by $12.9 million and resulted primarily from the recognition of a contractual obligation related to a supply agreement that was entered into in 2000 with our 50% owned affiliate in Australia, South Pacific Tyres, an impairment of certain property, plant and equipment, the timing of the recognition of certain rationalization charges and other adjustments

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	identified in conjunction with a restatement of SPT’s historical U.S. GAAP financial results. Of this amount, a benefit of $0.6 million was included in income in 2004 and charges of $13.5 million were included in income in prior years. The adjustments included a charge that reduced income by $6.9 million to recognize payments we made pursuant to a long term supply agreement as a capital contribution. We made certain payments to SPT totaling $13.8 million under the terms of the supply agreement. As part of this restatement, we are recording 50% of those payments as capital contributions to SPT and 50% in expense, representing amounts contributed on behalf of our joint venture partner pursuant to the provisions of Emerging Issues Task Force Issue 00-12, “Accounting by an Investor for Stock-Based Compensation Granted to Employees of an Equity Method Investee”. We also recorded a charge that reduced income by $4.3 million for the write-down of assets at a closed manufacturing facility.
	General and Product Liability. We identified adjustments related to general and product liability — discontinued products which increased income by $9.5 million. Of this amount, $2.2 million was included in income in 2004 and $7.3 million was included in income in 2003. These adjustments were the result of the valuation firm’s review of additional historical defense costs data.
	Account Reconciliations. We identified adjustments related to account reconciliation items in 2004 which reduced cumulative income by $4.0 million. Of this amount, a benefit of $2.5 million was included in income in 2004 and charges of $6.5 million were included in income in prior years. These adjustments were primarily comprised of $4.1 million in net expense related to the write-off of goodwill associated with certain retail stores previously sold in France, $2.9 million in expense related to the write-off of certain deferred charges, $1.8 million in expense related to a clerical error in recording adjustments to our workers’ compensation reserve as part of our restatement as of December 31, 2003, and $1.5 million in expense related to the reconciliation of an intra-company account, partially offset by favorable adjustments related to an overaccrual for payroll deductions of approximately $3.3 million, and additional equity in earnings of affiliates of approximately $1.0 million. Also included in the adjustments were an offsetting charge and credit of $2.7 million identified in 2004 that related to a leased tire asset account. Since it was not possible to allocate these offsetting $2.7 million adjustments to the applicable periods, we recorded both adjustments in the first quarter of 2004.We also reassessed our estimate of the discount rate used in determining net periodic pension cost and benefit obligations for two minor pension plans, and recorded a $1.3 million expense related to these two plans.

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			Year Ended December 31,
			Restated
			2003				2002				2001				Pre-2001				Total
(In millions, except per share amounts)
Net loss as originally reported(A)							$	(1,105.8	)		$	(203.6	)
Adjustments (pretax):
	Accounting Irregularities							(3.5	)			(13.2	)		$	(12.7	)		$	(29.4	)
	Account Reconciliations							(6.8	)			(12.8	)			(82.5	)			(102.1	)
	Out-of-Period							15.2				(14.5	)			(2.1	)			(1.4	)
	Discount Rate Adjustments							(14.9	)			(5.5	)			14.5				(5.9	)
	Chemical Products							14.2				(18.9	)			(3.6	)			(8.3	)
Total adjustments (pretax)								4.2				(64.9	)			(86.4	)			(147.1	)
	Tax effect of restatement adjustments							(2.9	)			17.9				32.3				47.3
	Tax adjustments							(122.5	)			(3.5	)			1.2				(124.8	)
Total taxes								(125.4	)			14.4				33.5				(77.5	)
Total net adjustments								(121.2	)			(50.5	)		$	(52.9	)		$	(224.6	)
Net loss as previously reported(B)			$	(802.1	)		$	(1,227.0	)		$	(254.1	)
	SPT			(2.3	)			(3.5	)			0.6				(8.3	)			(13.5	)
	General and Product Liability			7.3				—				—				—				7.3
	Account Reconciliations			(5.4	)			(1.8	)			(1.7	)			2.4				(6.5	)
Total adjustments (pretax)				(0.4	)			(5.3	)			(1.1	)			(5.9	)			(12.7	)
	Tax effect of restatement adjustments			(0.1	)			(7.4	)			0.5				6.4				(0.6	)
	Tax adjustments			(4.8	)			(7.2	)			—				—				(12.0	)
Total taxes				(4.9	)			(14.6	)			0.5				6.4				(12.6	)
Total net adjustments				(5.3	)			(19.9	)			(0.6	)		$	0.5			$	(25.3	)
Net loss as restated			$	(807.4	)		$	(1,246.9	)		$	(254.7	)

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		Year Ended December 31,
		Restated
		2003				2002				2001				Pre-2001				Total
(In millions, except per share amounts)
Net Income (Loss) Per Share:
Basic as originally reported(A)						$	(6.62	)		$	(1.27	)
Effect of net adjustments							(0.73	)			(0.32	)
Basic as previously reported(B)		$	(4.58	)		$	(7.35	)		$	(1.59	)
Effect of net adjustments			(0.03	)			(0.12	)			—
Basic as restated		$	(4.61	)		$	(7.47	)		$	(1.59	)
Diluted as originally reported(A)						$	(6.62	)		$	(1.27	)
Effect of net adjustments							(0.73	)			(0.32	)
Diluted as previously reported(B)		$	(4.58	)		$	(7.35	)		$	(1.59	)
Effect of net adjustments			(0.03	)			(0.12	)			—
Diluted as restated		$	(4.61	)		$	(7.47	)		$	(1.59	)

(A)	As reported in 2002 Form 10-K filed on April 3, 2003.

(B)		As reported in 2003 Form 10-K filed on May 19, 2004.

		Year Ended
		December 31, 2003
		As Originally
		Reported(A)				Restated
(In millions, except per share amounts)
Net Sales		$	15,119.0			$	15,101.6
Cost of Goods Sold			12,495.3				12,481.0
Selling, Administrative and General Expense			2,371.2				2,374.2
Rationalizations			291.5				291.5
Interest Expense			296.3				296.3
Other (Income) and Expense			267.3				260.9
Foreign Currency Exchange			40.2				40.7
Equity in Earnings of Affiliates			12.1				14.5
Minority Interest			35.0				32.8
Loss Before Income Taxes			(689.9	)			(690.3	)
U.S. and Foreign Taxes on Income (Loss)			112.2				117.1
Net Loss		$	(802.1	)		$	(807.4	)
Net Loss Per Share — Basic		$	(4.58	)		$	(4.61	)
Average Shares Outstanding			175.3				175.3
Net Loss Per Share — Diluted		$	(4.58	)		$	(4.61	)
Average Shares Outstanding			175.3				175.3

(A)	As reported in 2003 Form 10-K filed on May 19, 2004.

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		Year Ended December 31, 2002
		As Originally				As Previously
		Reported(A)				Reported(B)				Restated
(In millions, except per share amounts)
Net Sales		$	13,850.0			$	13,856.2			$	13,828.4
Cost of Goods Sold			11,313.9				11,303.9				11,287.6
Selling, Administrative and General Expense			2,223.9				2,203.2				2,202.4
Rationalizations			8.6				5.5				5.5
Interest Expense			241.3				241.7				242.7
Other (Income) and Expense			25.8				56.8				48.5
Foreign Currency Exchange			(10.2	)			(9.7	)			(8.7	)
Equity in Earnings of Affiliates			8.8				13.2				13.8
Minority Interest			55.8				55.3				55.6
Loss Before Income Taxes			(17.9	)			(13.7	)			(19.0	)
U.S. and Foreign Taxes on Income (Loss)			1,087.9				1,213.3				1,227.9
Net Loss		$	(1,105.8	)		$	(1,227.0	)		$	(1,246.9	)
Net Loss Per Share — Basic		$	(6.62	)		$	(7.35	)		$	(7.47	)
Average Shares Outstanding			167.0				167.0				167.0
Net Loss Per Share — Diluted		$	(6.62	)		$	(7.35	)		$	(7.47	)
Average Shares Outstanding			167.0				167.0				167.0

		Year Ended December 31, 2001
		As Originally				As Previously
		Reported(A)				Reported(B)				Restated
(In millions, except per share amounts)
Net Sales		$	14,147.2			$	14,162.5			$	14,139.7
Cost of Goods Sold			11,619.5				11,685.3				11,670.1
Selling, Administrative and General Expense			2,248.8				2,220.5				2,219.1
Rationalizations			206.8				210.3				210.3
Interest Expense			292.4				297.1				298.0
Other (Income) and Expense			11.8				40.8				35.9
Foreign Currency Exchange			0.1				10.0				8.8
Equity in Earnings of Affiliates			40.6				39.7				39.5
Minority Interest			0.2				(3.3	)			(3.0	)
Loss Before Income Taxes			(273.0	)			(337.9	)			(339.0	)
U.S. and Foreign Taxes on Income (Loss)			(69.4	)			(83.8	)			(84.3	)
Net Loss		$	(203.6	)		$	(254.1	)		$	(254.7	)
Net Loss Per Share — Basic		$	(1.27	)		$	(1.59	)		$	(1.59	)
Average Shares Outstanding			160.0				160.0				160.0
Net Loss Per Share — Diluted		$	(1.27	)		$	(1.59	)		$	(1.59	)
Average Shares Outstanding			160.0				160.0				160.0

(A)		As reported in 2002 Form 10-K filed on April 3, 2003.
(B)		As reported in 2003 Form 10-K filed on May 19, 2004.

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				December 31, 2003
				As Originally				As Previously
				Reported(A)				Reported(B)				Restated
(Dollars in millions)
ASSETS
Current Assets:
	Cash and cash equivalents			$	1,541.0			$	1,544.2			$	1,546.3
	Short term securities				23.9				23.9				23.9
	Accounts and notes receivable				2,621.5				2,622.7				2,602.3
	Inventories				2,465.0				2,464.6				2,467.7
	Prepaid expenses and other current assets				336.7				305.7				305.4
		Total Current Assets			6,988.1				6,961.1				6,945.6
Long Term Accounts and Notes Receivable					255.0				255.0				289.7
Investments in and Advances to Affiliates					177.5				178.9				184.2
Other Assets					74.9				71.5				71.5
Goodwill					622.5				618.6				658.2
Other Intangible Assets					161.8				161.9				150.4
Deferred Income Tax					397.5				70.5				70.5
Prepaid and Deferred Pension Costs					868.3				869.9				869.9
Deferred Charges					252.7				246.7				255.9
Properties and Plants					5,207.2				5,208.9				5,205.2
		Total Assets		$	15,005.5			$	14,643.0			$	14,701.1
LIABILITIES
Current Liabilities:
	Accounts payable-trade			$	1,572.9			$	1,574.9			$	1,557.8
	Compensation and benefits				983.1				982.7				977.9
	Other current liabilities				572.2				571.5				584.3
	United States and foreign taxes				306.1				268.7				270.7
	Notes payable				137.7				137.7				146.7
	Long term debt and capital leases due within one year				113.5				113.5				113.5
		Total Current Liabilities			3,685.5				3,649.0				3,650.9
Long Term Debt and Capital Leases					4,826.2				4,825.8				4,825.8
Compensation and Benefits					4,540.4				4,542.6				4,512.9
Deferred and Other Noncurrent Income Taxes					689.4				370.1				380.6
Other Long Term Liabilities					451.4				451.4				509.1
Minority Equity in Subsidiaries					825.7				825.0				854.0
		Total Liabilities			15,018.6				14,663.9				14,733.3
Commitments and Contingent Liabilities
Shareholders’ Equity
Preferred Stock, no par value:
	Authorized, 50,000,000 shares, unissued				—				—				—
Common Stock, no par value:
	Authorized, 300,000,000 shares
	Outstanding shares, 175,309,002				175.3				175.3				175.3
Capital Surplus					1,390.2				1,390.2				1,390.2
Retained Earnings					980.4				972.8				955.1
Accumulated Other Comprehensive Income (Loss)					(2,559.0	)			(2,559.2	)			(2,552.8	)
		Total Shareholders’ Equity			(13.1	)			(20.9	)			(32.2	)
		Total Liabilities and Shareholders’ Equity		$	15,005.5			$	14,643.0			$	14,701.1

(A)		As reported in 2003 Form 10-K filed on May 19, 2004.
(B)		As reported in 2004 Form 10-Q filed on November 9, 2004.

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				December 31, 2002
				As Originally				As Previously
				Reported(A)				Reported(B)				Restated
(Dollars in millions)
ASSETS
Current Assets:
	Cash and cash equivalents			$	923.0			$	918.1			$	919.8
	Short term securities				24.3				24.3				24.3
	Accounts and notes receivable				1,459.7				1,438.1				1,426.8
	Inventories				2,371.6				2,346.2				2,345.6
	Prepaid expenses and other current assets				448.1				453.7				453.1
		Total Current Assets			5,226.7				5,180.4				5,169.6
Long Term Accounts and Notes Receivable					236.3				242.8				253.4
Investments in and Advances to Affiliates					141.7				139.2				145.9
Other Assets					254.9				253.0				249.6
Goodwill					607.4				602.6				589.1
Other Intangible Assets					161.3				161.4				146.5
Deferred Income Tax					207.5				187.0				187.0
Prepaid and Deferred Pension Costs					913.4				913.4				912.5
Deferred Charges					205.1				202.7				203.9
Properties and Plants					5,192.3				5,156.2				5,155.6
		Total Assets		$	13,146.6			$	13,038.7			$	13,013.1
LIABILITIES
Current Liabilities:
	Accounts payable-trade			$	1,502.2			$	1,515.4			$	1,512.8
	Compensation and benefits				961.2				913.6				907.4
	Other current liabilities				481.6				512.3				511.1
	United States and foreign taxes				473.2				358.2				359.8
	Notes payable				283.4				283.4				283.4
	Long term debt and capital leases due within one year				369.8				369.8				369.8
		Total Current Liabilities			4,071.4				3,952.7				3,944.3
Long Term Debt and Capital Leases					2,989.0				2,989.8				2,989.5
Compensation and Benefits					4,194.2				4,497.3				4,487.0
Deferred and Other Noncurrent Income Taxes					194.9				298.6				305.0
Other Long Term Liabilities					306.3				317.1				341.3
Minority Equity in Subsidiaries					740.2				727.8				724.9
		Total Liabilities			12,496.0				12,783.3				12,792.0
Commitments and Contingent Liabilities
Shareholders’ Equity
Preferred Stock, no par value:
	Authorized, 50,000,000 shares, unissued				—				—				—
Common Stock, no par value:
	Authorized, 300,000,000 shares
	Outstanding shares, 175,309,002				175.3				175.3				175.3
Capital Surplus					1,390.3				1,390.1				1,390.1
Retained Earnings					2,007.1				1,782.5				1,762.5
Accumulated Other Comprehensive Income (Loss)					(2,922.1	)			(3,092.5	)			(3,106.8	)
		Total Shareholders’ Equity			650.6				255.4				221.1
		Total Liabilities and Shareholders’ Equity		$	13,146.6			$	13,038.7			$	13,013.1

(A)		As reported in 2002 Form 10-K filed on April 3, 2003.
(B)		As reported in 2003 Form 10-K filed on May 19, 2004.

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		2004				2003				2002
(In millions)
New charges		$	94.8			$	307.2			$	26.5
Reversals			(39.2	)			(15.7	)			(18.0	)
Other credits			—				—				(3.0	)
		$	55.6			$	291.5			$	5.5

		Associate-
		Related Costs				Other Than				Total
						Associate-
		Restated				Related Costs				Restated
(In millions)
Accrual balance at December 31, 2001		$	69.1			$	53.3			$	122.4
2002 charges			19.5				7.0				26.5
Incurred			(49.5	)			(11.7	)			(61.2	)
Reversed to goodwill			(0.5	)			—				(0.5	)
Reversed to the income statement			(13.3	)			(4.7	)			(18.0	)
Accrual balance at December 31, 2002			25.3				43.9				69.2
2003 charges			295.3				11.9				307.2
Incurred			(199.3	)			(15.5	)			(214.8	)
Reversed to goodwill			—				(2.9	)			(2.9	)
Reversed to the income statement			(11.7	)			(4.0	)			(15.7	)
Accrual balance at December 31, 2003			109.6				33.4				143.0
2004 charges			75.7				19.1				94.8
Incurred			(109.6	)			(22.9	)			(132.5	)
FIN 46 adoption			—				1.5				1.5
Reversed to the income statement			(34.9	)			(4.3	)			(39.2	)
Accrual balance at December 31, 2004		$	40.8			$	26.8			$	67.6

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		Expected				Charges				Charges
		Total				Recorded in				Reversed in
		Charge				2004				2004
(In millions)
North American Tire		$	7.6			$	7.6			$	—
European Union Tire			31.7				29.3				3.5
Eastern Europe, Middle East and Africa Tire			3.7				3.7				—
Engineered Products			37.4				34.7				—
Corporate			2.1				2.1				0.4
		$	82.5			$	77.4			$	3.9

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		Expected				Charges				Charges				Charges
		Total				Recorded in				Recorded to				Reversed to
		Charge				2004				Date				Date
(In millions)
North American Tire		$	216.4			$	10.3			$	211.0			$	15.2
European Union Tire			63.6				4.3				63.6				6.4
Latin American Tire			11.7				1.3				11.7				4.5
Engineered Products			29.8				0.4				29.8				12.2
Corporate			7.4				—				7.4				2.5
		$	328.9			$	16.3			$	323.5			$	40.8

Note 4.	Other (Income) and Expense

		2004				2003				2002
(In millions)
						Restated
Asset sales		$	4.2			$	25.1			$	(28.0	)
Interest income			(34.4	)			(28.4	)			(25.4	)
Financing fees and financial instruments			116.5				99.4				48.4
General and product liability — discontinued products			52.7				138.1				33.8
Insurance fire loss deductible			11.7				—				—
Environmental insurance settlement			(156.6	)			—				—
Miscellaneous			14.1				26.7				19.7
		$	8.2			$	260.9			$	48.5

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	•	$590.3 million or 27.8% in Europe, primarily Western Europe, ($650.8 million (as restated) or 41.4% at December 31, 2003),
	•	$197.8 million or 9.3% in Latin America, primarily Brazil, ($176.4 million or 11.2% at December 31, 2003), and
	•	$140.1 million or 6.6% in Asia ($116.8 million or 7.4% at December 31, 2003).

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Note 5.	Accounts and Notes Receivable

		2004				2003
(In millions)
						Restated
Accounts and notes receivable		$	3,553.2			$	2,731.2
Allowance for doubtful accounts			(144.4	)			(128.9	)
		$	3,408.8			$	2,602.3

		2003
(In millions)
Proceeds from collections reinvested in previous securitizations		$	1,089.1
Servicing fees received			1.2
Reimbursement for rebates and discounts issued			28.2
Cash used for termination of program			545.3

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		2004				2003
(In millions)
Proceeds from collections reinvested in previous securitizations		$	632.7			$	1,440.3
Reimbursement for rebates and discounts issued			59.3				76.5

Note 6.	Inventories

		2004				2003
(In millions)
						Restated
Raw materials		$	585.9			$	483.2
Work in process			139.5				109.7
Finished products			2,059.4				1,874.8
		$	2,784.8			$	2,467.7

Note 7.	Goodwill and Other Intangible Assets

			2004												2003
															Restated
			Gross								Net				Gross								Net
			Carrying				Accumulated				Carrying				Carrying				Accumulated				Carrying
			Amount				Amortization				Amount				Amount				Amortization				Amount
(In millions)
Goodwill			$	833.5			$	(113.2	)		$	720.3			$	764.8			$	(106.6	)		$	658.2
Intangible assets with indefinite lives			$	123.5			$	(7.3	)		$	116.2			$	117.3			$	(7.3	)		$	110.0
Trademarks and Patents				50.5				(21.0	)			29.5				44.6				(16.8	)			27.8
Other intangible assets				25.6				(8.7	)			16.9				19.9				(7.3	)			12.6
	Total Other intangible assets		$	199.6			$	(37.0	)		$	162.6			$	181.8			$	(31.4	)		$	150.4

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		Restated
		Balance at				Purchase								Translation &				Balance at
		December 31,				Price				FIN 46				Other				December 31,
		2003				Allocation				Impact				Adjustments				2004
(In millions)
North American Tire		$	100.6			$	—			$	2.6			$	(1.5	)		$	101.7
European Union Tire			357.3				13.5				—				29.4				400.2
Eastern Europe, Middle East and Africa Tire			116.7				0.7				—				12.9				130.3
Latin American Tire			1.2				—				—				(0.1	)			1.1
Asia/ Pacific Tire			62.6				—				1.9				2.5				67.0
Engineered Products			19.8				—				—				0.2				20.0
		$	658.2			$	14.2			$	4.5			$	43.4			$	720.3

		Restated
		Balance at				Purchase Price				Translation &				Balance at
		December 31,				Allocation				Other				December 31,
		2002				Reversals				Adjustments				2003
(In millions)
North American Tire		$	99.6			$	—			$	1.0			$	100.6
European Union Tire			305.9				(2.9	)			54.3				357.3
Eastern Europe, Middle East and Africa Tire			103.7				—				13.0				116.7
Latin American Tire			1.5				—				(0.3	)			1.2
Asia/ Pacific Tire			60.0				—				2.6				62.6
Engineered Products			18.4				—				1.4				19.8
		$	589.1			$	(2.9	)		$	72.0			$	658.2

Note 8.	Investments

	Consolidation of Variable Interest Entities

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	Investments and Acquisitions

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	Non-cash Investing and Financing Activities

Note 9.	Properties and Plants

			2004												2003
															Restated
			Owned				Capital Leases				Total				Owned				Capital Leases				Total
(In millions)
Properties and plants, at cost:
	Land and improvements		$	360.1			$	16.6			$	376.7			$	343.1			$	9.3			$	352.4
	Buildings and improvements			1,778.6				94.0				1,872.6				1,653.0				67.9				1,720.9
	Machinery and equipment			10,491.2				102.5				10,593.7				9,873.6				92.1				9,965.7
	Construction in progress			448.7				—				448.7				418.9				—				418.9
				13,078.6				213.1				13,291.7				12,288.6				169.3				12,457.9
Accumulated depreciation				(7,746.3	)			(90.2	)			(7,836.5	)			(7,168.8	)			(83.9	)			(7,252.7	)
			$	5,332.3			$	122.9			$	5,455.2			$	5,119.8			$	85.4			$	5,205.2

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Note 10.	Leased Assets

		2004				2003				2002
(In millions)
Gross rental expense		$	349.4			$	330.5			$	298.8
Sublease rental income			(74.0	)			(64.9	)			(68.4	)
		$	275.4			$	265.6			$	230.4

																							2010 and
			2005				2006				2007				2008				2009				Beyond				Total
(In millions)
Capital Leases
	Minimum lease payments		$	10.4			$	9.5			$	9.0			$	8.9			$	8.5			$	44.8			$	91.1
	Imputed interest																											(29.5	)
	Executory costs																											(1.2	)
	Present value																										$	60.4
Operating Leases
	Minimum lease payments		$	320.3			$	262.6			$	203.1			$	146.8			$	110.5			$	476.0			$	1,519.3
	Minimum sublease rentals			(52.2	)			(42.9	)			(34.2	)			(25.6	)			(17.0	)			(32.0	)			(203.9	)
			$	268.1			$	219.7			$	168.9			$	121.2			$	93.5			$	444.0				1,315.4
Imputed interest																												(369.4	)
Present value																											$	946.0

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Note 11.	Financing Arrangements and Derivative Financial Instruments

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

			2004				2003
(In millions)
Notes payable:
	Amounts related to VIEs		$	91.4			$	—
	Other international subsidiaries			129.2				146.7
			$	220.6			$	146.7
	Weighted-average interest rate			6.35				4.81	%
Long term debt due within one year:
	Amounts related to VIEs		$	24.4			$	—
	6.375% Euro Notes due 2005			542.0				—
	European credit facilities			400.0				—
	Other (including capital leases)			43.5				113.5
			$	1,009.9			$	113.5
	Weighted-average interest rate			6.78	%			5.25	%
Total obligations due within one year			$	1,230.5			$	260.2

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	Long Term Debt and Financing Arrangements

			2004				2003
(In millions)
6.375% Euro Notes due 2005 5.375% Swiss franc bonds due 2006			$	542.0			$	504.6
5.375% Swiss franc bonds due 2006 6.375% Euro Notes due 2005				139.3				128.0
4.00% Convertible Senior Notes due 2034				350.0				—
Notes:
	65/8% due 2006			222.5				264.5
	81/2% due 2007			300.0				300.0
	63/8% due 2008			99.9				99.8
	76/7% due 2011			650.0				650.0
	Floating rate notes due 2011			200.0				—
	11% due 2011			447.7				—
	7% due 2028			149.1				149.1
Bank term loans:
	$645 million senior secured U.S. term facility due 2005			—				583.3
	$400 million senior secured term loan European facility due 2005			400.0				400.0
	$800 million senior secured asset-based term loan due 2006			800.0				800.0
	$650 million senior secured asset-based term loan due 2006			650.0				—
Revolving credit facilities due 2005 and 2006				—				839.0
Pan-European accounts receivable facility due 2009				224.7				—
Amounts related to VIEs				94.4				60.4
Other domestic and international debt				129.0				112.9
				5,398.6				4,891.6
Capital lease obligations				60.4				47.7
				5,459.0				4,939.3
Less portion due within one year				(1,009.9	)			(113.5	)
			$	4,449.1			$	4,825.8

		2004				2003
(In billions)
Carrying amount		$	3.05			$	2.23
Fair value			3.22				2.11

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	$350 Million Convertible Senior Note Offering

	$650 Million Senior Secured Notes

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	•	incurring additional indebtedness or liens,
	•	paying dividends, making distributions and stock repurchases,
	•	making investments,
	•	selling assets, and
	•	merging and consolidating.

	$645 Million Senior Secured U.S. Term Facility

	$650 Million Senior Secured European Facilities

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	•	all of the capital stock of Goodyear Finance Holding S.A. and certain subsidiaries of GDTE,
	•	a perfected first-priority interest in and mortgages on substantially all the tangible and intangible assets of GDTE in the United Kingdom, Luxembourg, France and Germany, including certain accounts receivable, inventory, real property, equipment, contract rights and cash and cash accounts, but excluding certain accounts receivable used in securitization programs, and
	•	with respect to the European revolving credit facility, a perfected fourth priority interest in and mortgages on the collateral pledged under the deposit-funded credit facility and the asset-based facilities, except for real estate other than our U.S. corporate headquarters.

	•	incur additional indebtedness (including a limit of €275 million in accounts receivable transactions),
	•	make investments,
	•	sell assets beyond specified limits,
	•	pay dividends, and
	•	make loans or advances to Goodyear companies that are not subsidiaries of GDTE.

	•	75% of the net cash proceeds of all sales and dispositions of assets by GDTE and its subsidiaries greater than $5 million, and
	•	50% of the net cash proceeds of debt and equity issuances by GDTE and its subsidiaries.

	U.S. Deposit-Funded Credit Facility

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	•	subject to certain exceptions, perfected first-priority security interests in the equity interests in our U.S. subsidiaries and 65% of the equity interests in our non-European foreign subsidiaries,
	•	a perfected second priority security interest in 65% of the capital stock of Goodyear Finance Holding S.A., a Luxembourg company,
	•	perfected first-priority security interests in and mortgages on our U.S. corporate headquarters and certain of our U.S. manufacturing facilities,
	•	perfected third-priority security interests in all accounts receivable, inventory, cash and cash accounts pledged as security under our asset-based facilities, and
	•	perfected first-priority security interests in substantially all other tangible and intangible assets, including equipment, contract rights and intellectual property.

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	$1.95 Billion Senior Secured Asset-Based Credit Facilities

	International Accounts Receivable Securitization Facilities — On-Balance-Sheet Financing

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	•	the ratio of our consolidated EBITDA to our consolidated interest expense falls below 2.00 to 1.00,
	•	the ratio of our consolidated senior secured indebtedness to our consolidated EBITDA is greater than 4.00 to 1.00,
	•	the ratio of GDTE’s third party indebtedness (net of cash held by GDTE and its consolidated subsidiaries in excess of $100 million) to its consolidated EBITDA is greater than 3.00 to 1.00, or
	•	for so long as such a provision is in our European Credit Facilities, our consolidated net worth is less than $2 billion on or prior to March 31, 2006, or is less than $1.75 billion after March 31, 2006, in each case subject to a 60 day grace period.

	Debt Maturities

		2005				2006				2007				2008				2009
(In millions)
Debt incurred under revolving credit agreements		$	—			$	—			$	—			$	—			$	—
Other — domestic			569.7				111.0				2.9				6.4				229.8
Other — international			440.2				1,814.1				302.4				102.4				2.5
		$	1,009.9			$	1,925.1			$	305.3			$	108.8			$	232.3

	Derivative Financial Instruments

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	Interest Rate Exchange Contracts

				December 31,								December 31,
				2003				Settled				2004
(Dollars in millions)
Fixed rate contracts:
	Notional principal amount			$	325.0			$	325.0			$	—
	Pay fixed rate				5.00	%			5.00	%			—
	Receive variable LIBOR				1.17				1.18				—
	Average years to maturity				0.25				—				—
	Fair value: asset (liability)			$	(3.1	)		$	—			$	—
	Carrying amount:
		Current liability			(3.1	)			—				—
		Long term liability			—				—				—
Floating rate contracts:
	Notional principal amount			$	200.0			$	—			$	200.0
	Pay variable LIBOR				2.96	%			—				4.31	%
	Receive fixed rate				6.63				—				6.63
	Average years to maturity				2.95				—				1.95
	Fair value: asset (liability)			$	13.0			$	—			$	6.0
	Carrying amount:
		Current asset			7.4				—				3.7
		Long term asset			5.6				—				2.3

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			Twelve Months Ended
			December 31,
			2004				2003				2002
(Dollars in millions)
Fixed rate contracts:
	Notional principal amount		$	81.0			$	325.0			$	325.0
	Pay fixed rate			5.00	%			5.00	%			5.00	%
	Receive variable LIBOR			1.18				1.24				1.91
Floating rate contracts:
	Notional principal amount		$	200.0			$	207.0			$	210.0
	Pay variable LIBOR			3.27	%			3.03	%			3.68	%
	Receive fixed rate			6.63				6.63				6.63

	Interest Rate Lock Contracts

	Foreign Currency Contracts

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				2004								2003
				Fair				Contract				Fair				Contract
				Value				Amount				Value				Amount
(In millions)
Buy currency:
	Euro			$	159.2			$	115.9			$	145.7			$	111.3
	Swiss franc				139.7				80.6				125.8				80.6
	Japanese yen				22.6				22.7				13.0				16.7
	U.S. dollar				144.4				144.9				137.3				136.3
	All other				13.0				12.6				—				—
				$	478.9			$	376.7			$	421.8			$	344.9
	Contract maturity:
		Swiss franc swap		3/06								3/06
		Euro swap		6/05								6/05
		All other		1/05 - 10/19								1/04 - 10/19

			2004								2003
			Fair				Contract				Fair				Contract
			Value				Amount				Value				Amount
(In millions)
Sell currency:
	British pound		$	217.4			$	218.8			$	157.9			$	155.2
	Swedish krona			34.1				34.2				44.2				44.3
	Canadian dollar			62.4				63.4				93.0				91.7
	Euro			77.0				74.3				71.3				70.0
	All other			23.0				23.1				19.8				19.8
			$	413.9			$	413.8			$	386.2			$	381.0
	Contract maturity		1/05 - 12/05								1/04

			2004				2003
Carrying amount — asset (liability):
	Swiss franc swap — current		$	(0.3	)		$	(1.6	)
	Swiss franc swap — long term			59.5				46.8
	Euro swaps — current			46.4				20.5
	Euro swaps — long term			—				13.2
	Other — current asset			5.2				7.2
	Other — current (liability)			(8.8	)			(14.4	)

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	Hedges of Net Investment in Foreign Operations

	Results of Hedging Activities

Note 12.	Stock Compensation Plans and Dilutive Securities

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			2004								2003								2002
			Shares				SARs				Shares				SARs				Shares				SARs
Outstanding at January 1				26,999,985				4,965,789				24,476,229				4,110,830				21,841,798				3,398,781
	Options granted			4,149,660				1,103,052				3,907,552				1,009,588				3,454,724				863,372
	Options without SARs exercised			(293,795	)			—				—				—				(110,642	)			—
	Options with SARs exercised			(16,300	)			(16,300	)			—				—				(6,439	)			(6,439	)
	SARs exercised			(360	)			(360	)			—				—				(400	)			(400	)
	Options without SARs expired			(1,105,084	)			—				(1,011,943	)			—				(509,313	)			—
	Options with SARs expired			(188,931	)			(188,931	)			(154,629	)			(154,629	)			(144,484	)			(144,484	)
	Performance units granted			—				—				8,500				—				227,100				—
	Performance unit shares issued			—				—				—				—				(28,196	)			—
	Performance units cancelled			(222,143	)			—				(225,724	)			—				(247,919	)			—
Outstanding at December 31				29,323,032				5,863,250				26,999,985				4,965,789				24,476,229				4,110,830
Exercisable at December 31				20,362,573				3,517,595				18,697,146				2,899,381				15,205,724				2,314,354
Available for grant at December 31				965,138								4,846,238								8,497,830

		Options				Options				Exercisable				Remaining
Grant Date		Outstanding				Exercisable				Price				Life (Years)
12/09/04			4,031,135				—			$	12.54				10
12/03/03			3,597,453				890,136				6.81				9
12/03/02			2,554,120				1,376,049				7.94				8
12/03/01			2,795,299				2,303,256				22.05				7
12/04/00			5,290,258				5,290,258				17.68				6
12/06/99			2,956,808				2,956,808				32.00				5
11/30/98			1,946,282				1,946,282				57.25				4
12/02/97			1,708,037				1,708,037				63.50				3
12/03/96			1,452,268				1,452,268				50.00				2
01/09/96			1,077,217				1,077,217				44.00				1
All other			1,562,163				1,362,262				26.23				4.7

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		2004				2003				2002
Outstanding at January 1		$	26.90			$	30.28			$	33.87
Granted during the year			12.54				6.81				7.94
Exercised during the year			7.61				—				17.78
Outstanding at December 31			24.96				26.90				30.28
Exercisable at December 31			31.02				33.80				38.13

		2004				2003				2002
Options		$	6.36			$	3.41			$	3.59
Performance units			12.54				6.81				7.94

		2004				2003				2002
Expected life (years)			5				5				5
Interest rate			3.55	%			3.41	%			3.18	%
Volatility			54.7				54.0				47.5
Dividend yield			—				—				—

	Earnings Per Share Information

		2004				2003				2002
Average shares outstanding — basic			175,377,316				175,314,449				167,020,375
4% Convertible Senior Notes due 2034			14,534,884				—				—
Stock options			2,346,070				—				—
Average shares outstanding — diluted			192,258,270				175,314,449				167,020,375

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		2004				2003				2002
(In millions)
Net Income (Loss)		$	114.8			$	(807.4	)		$	(1,246.9	)
After-tax impact of 4% Convertible Senior Notes due 2034 Stock options			7.0				—				—
Adjusted Net Income (Loss)		$	121.8			$	(807.4	)		$	(1,246.9	)

Note 13.	Pension, Other Postretirement Benefit and Savings Plans

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				2004				2003				2002
(In millions)
Service cost — benefits earned during the period				$	85.8			$	122.6			$	116.7
Interest cost on projected benefit obligation					421.0				399.8				385.0
Expected return on plan assets					(350.3	)			(310.6	)			(391.1	)
Amortization of unrecognized: — prior service cost					75.2				74.2				81.6
		— net (gains) losses			118.0				125.9				36.7
		— transition amount			1.3				1.1				0.6
	Net periodic pension cost				351.0				413.0				229.5
Curtailments/settlements					6.8				45.2				0.3
Special termination benefits					4.2				43.0				0.8
	Total pension cost			$	362.0			$	501.2			$	230.6

				2004				2003				2002
(In millions)
Service cost — benefits earned during the period				$	24.7			$	24.1			$	19.5
Interest cost on accumulated benefit obligation					188.1				174.0				186.9
Amortization of unrecognized: — net losses					35.2				32.0				26.2
		— prior service cost			44.5				17.0				19.4
	Net periodic postretirement cost				292.5				247.1				252.0
Curtailments/settlements					12.5				23.6				—
Special termination benefits					0.3				20.0				—
	Total postretirement cost			$	305.3			$	290.7			$	252.0

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				Pension Plans								Other Benefits
				2004				2003				2004				2003
(In millions)
Change in benefit obligation:
	Beginning balance			$	(6,883.5	)		$	(6,070.2	)		$	(3,078.6	)		$	(2,723.1	)
		Newly adopted plans			(87.0	)			—				(0.5	)			—
		Service cost — benefits earned			(85.8	)			(122.6	)			(24.7	)			(24.1	)
		Interest cost			(421.0	)			(399.8	)			(188.1	)			(174.0	)
		Plan amendments			1.1				(112.4	)			4.0				(275.8	)
		Actuarial loss			(532.2	)			(348.9	)			(165.4	)			(88.9	)
		Employee contributions			(19.2	)			(18.8	)			(8.8	)			(6.6	)
		Curtailments/settlements			(1.6	)			16.3				0.5				(15.0	)
		Special termination benefits			(4.3	)			(42.9	)			(0.3	)			(21.3	)
		Foreign currency translation			(171.7	)			(257.6	)			(14.0	)			(22.9	)
		Benefit payments			484.9				473.4				257.6				273.1
	Ending balance				(7,720.3	)			(6,883.5	)			(3,218.3	)			(3,078.6	)
Change in plan assets:
	Beginning balance			$	4,129.1			$	3,602.4			$	—			$	—
		Newly adopted plans			84.4				—
		Actual return on plan assets			478.7				707.4				—				—
		Company contributions			264.6				115.7				—				—
		Employee contributions			19.2				18.8				—				—
		Foreign currency translation			107.2				158.2				—				—
		Benefit payments			(484.9	)			(473.4	)			—				—
	Ending balance			$	4,598.3			$	4,129.1			$	—			$	—
Funded status					(3,122.0	)			(2,754.4	)			(3,218.3	)			(3,078.6	)
	Unrecognized prior service cost				418.1				503.4				420.1				480.9
	Unrecognized net loss				2,548.5				2,194.1				895.4				763.1
	Unrecognized net obligation at transition				2.8				3.9				—				—
	Net amount recognized			$	(152.6	)		$	(53.0	)		$	(1,902.8	)		$	(1,834.6	)

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			Pension Plans								Other Benefits
			2004				2003				2004				2003
(In millions)
Prepaid benefit cost — current			$	41.0			$	86.4			$	—			$	—
— long term				374.2				345.1				—				—
Accrued benefit cost — current				(85.2	)			(110.8	)			(303.1	)			(287.4	)
— long term				(3,219.6	)			(2,830.8	)			(1,599.7	)			(1,547.2	)
Intangible asset				429.7				512.4				—				—
Deferred income taxes				305.0				273.0				—				—
Minority shareholders’ equity				173.3				126.5				—				—
Accumulated other comprehensive income (OCI)				1,829.0				1,545.2				—				—
	Net amount recognized		$	(152.6	)		$	(53.0	)		$	(1,902.8	)		$	(1,834.6	)

		Pension Plans
						Restated								Other Benefits
		2004				2003				2002				2004				2003				2002
(In millions)
Increase (decrease) in minimum pension liability adjustment included in OCI		$	283.8			$	(128.3	)		$	1,283.6				N/A				N/A				N/A

		Pension Plans								Other Benefits
		2004				2003				2004				2003
Discount rate:                   — U.S.			5.75	%			6.25	%			5.75	%			6.25	%
— International			5.41				5.93				6.91				7.22
Rate of compensation increase: — U.S.			4.04				4.00				4.00				4.00
— International			3.48				3.43				4.67				4.47

			Pension Plans												Other Benefits
			2004				2003				2002				2004				2003				2002
Discount rate:                  — U.S.				6.25	%			6.75	%			7.25	%			6.25	%			6.75	%			7.25	%
	— International			5.93				6.20				6.50				7.22				7.48				7.50
Expected long term return on plan assets:                        — U.S.				8.50				8.50				9.50				—				—				—
— International				8.03				8.03				8.50				—				—				—
Rate of compensation increase: — U.S.				4.00				4.00				4.00				4.00				4.00				4.00
— International				3.43				3.50				3.50				4.47				4.80				4.50

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		Pension Plans				Other Benefits
(In millions)
2005		$	419.3			$	303.9
2006			437.5				320.7
2007			455.0				273.7
2008			469.9				266.5
2009			496.3				260.3
2010-2014			2,789.2				1,199.4

		2004				2003
(In millions)
Projected benefit obligation		$	7,559.2			$	6,768.7
Accumulated benefit obligation			7,303.2				6,507.6
Fair value of plan assets			4,431.6				4,020.5

			2004				2003
Equity securities				64	%			69	%
Debt securities				34				30
Cash and short term securities				2				1
	Total			100	%			100	%

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		2004				2003
Health care cost trend rate assumed for the next year			12.0	%			12.5	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)			5.0				5.0
Year that the rate reaches the ultimate trend rate			2013				2013

		1% Increase				1% Decrease
(In millions)
Accumulated postretirement benefit obligation		$	35.9			$	(31.0	)
Aggregate service and interest cost			2.8				(2.4	)

	Savings Plans

Note 14.	Income Taxes

		2004				2003				2002
(In millions)
U.S.		$	(328.8	)		$	(1,047.8	)		$	(426.0	)
Foreign			651.5				357.5				407.0
			322.7				(690.3	)			(19.0	)
Minority Interest in Net Income (Loss) of Subsidiaries			57.8				32.8				55.6
		$	380.5			$	(657.5	)		$	36.6

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		2004				2003				2002
(In millions)
U.S. Federal income tax at the statutory rate of 35%		$	133.2			$	(230.1	)		$	12.8
Adjustment for foreign income taxed at different rates			(12.1	)			(0.3	)			(18.7	)
Valuation allowance for U.S. tax assets			—				—				1,217.7
U.S. loss with no tax benefit			97.6				358.9				—
State income taxes, net of Federal benefit			(1.2	)			(4.2	)			(4.4	)
Foreign operating loss with no tax benefit provided			45.3				35.9				5.5
Settlement of prior years’ liabilities			(46.3	)			(44.2	)			(36.4	)
Provision for repatriation of foreign earnings			(4.9	)			7.7				50.2
Other			(3.7	)			(6.6	)			1.2
United States and Foreign Taxes on Income (Loss)		$	207.9			$	117.1			$	1,227.9

			2004				2003				2002
(In millions)
Current:
	Federal		$	(59.7	)		$	(49.2	)		$	(46.6	)
	Foreign income and withholding taxes			273.3				180.4				150.9
	State			(1.2	)			(4.2	)			(7.6	)
				212.4				127.0				96.7
Deferred:
	Federal			(1.0	)			(7.5	)			1,027.2
	Foreign			(3.5	)			(2.4	)			(14.4	)
	State			—				—				118.4
				(4.5	)			(9.9	)			1,131.2
United States and Foreign Taxes on Income (Loss)			$	207.9			$	117.1			$	1,227.9

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			2004				2003
(In millions)
Postretirement benefits and pensions			$	1,234.8			$	1,163.9
Tax credit and operating loss carryforwards				457.3				448.9
Capitalized expenditures for tax reporting				258.5				324.7
Accrued expenses deductible as paid				276.7				250.7
Alternative minimum tax credit carryforwards				62.0				68.2
Vacation and sick pay				52.1				39.0
Rationalizations and other provisions				16.8				25.9
Other				105.0				51.1
				2,463.2				2,372.4
Valuation allowance				(2,072.0	)			(2,041.9	)
Total deferred tax assets				391.2				330.5
Tax on undistributed subsidiary earnings				(18.4	)			(22.9	)
Total deferred tax liabilities:
	— property basis differences			(481.8	)			(446.4	)
Total deferred tax assets (liabilities)			$	(109.0	)		$	(138.8	)

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Note 15.	Interest Expense

		2004				2003				2002
(In millions)
										Restated
Interest expense before capitalization		$	375.5			$	304.3			$	249.9
Capitalized interest			(6.7	)			(8.0	)			(7.2	)
		$	368.8			$	296.3			$	242.7

Note 16.	Research and Development

Note 17.	Advertising Costs

Note 18.	Business Segments

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				2004				2003				2002
(In millions)
								Restated
Net Sales
	North American Tire			$	8,568.6			$	7,279.2			$	7,095.4
	European Union Tire				4,476.2				3,921.5				3,319.4
	Eastern Europe, Middle East and Africa Tire				1,279.0				1,073.4				807.1
	Latin American Tire				1,245.4				1,041.0				947.7
	Asia/ Pacific Tire				1,312.0				581.8				531.3
		Total Tires			16,881.2				13,896.9				12,700.9
	Engineered Products				1,471.3				1,204.7				1,127.5
		Total Segment Sales			18,352.5				15,101.6				13,828.4
Segment Operating Income
	North American Tire			$	73.5			$	(102.5	)		$	(21.5	)
	European Union Tire				252.7				129.8				101.1
	Eastern Europe, Middle East and Africa Tire				193.8				146.6				93.2
	Latin American Tire				251.2				148.6				107.6
	Asia/ Pacific Tire				61.1				49.9				43.7
		Total Tires			832.3				372.4				324.1
	Engineered Products				113.2				46.8				39.0
		Total Segment Operating Income			945.5				419.2				363.1
	Rationalizations and asset sales				(59.8	)			(316.6	)			22.5
	Accelerated depreciation, asset impairment and asset write-offs				(10.4	)			(132.8	)			—
	Interest expense				(368.8	)			(296.3	)			(242.7	)
	Foreign currency exchange				(23.4	)			(40.7	)			8.7
	Minority interest in net (income) loss of subsidiaries				(57.8	)			(32.8	)			(55.6	)
	Financing fees and financial instruments				(116.5	)			(99.4	)			(48.4	)
	Equity in earnings (losses) of corporate affiliates				1.0				(18.3	)			(15.7	)
	General and product liability — discontinued products				(52.7	)			(138.1	)			(33.8	)
	Expenses for fire loss deductibles				(11.7	)			—				—
	Professional fees associated with the restatement				(30.2	)			(6.3	)			—
	Professional fees associated with Sarbanes-Oxley				(18.2	)			(0.1	)			—
	Expenses for environmental remediation at non-operating sites				(11.7	)			—				(8.3	)
	Environmental insurance settlement				156.6				—				—
	Other				(19.2	)			(28.1	)			(8.8	)
		Income (Loss) before Income Taxes		$	322.7			$	(690.3	)		$	(19.0	)

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				2004				2003
(In millions)
								Restated
Assets
	North American Tire			$	5,692.5			$	5,687.3
	European Union Tire				4,264.0				4,001.9
	Eastern Europe, Middle East and Africa Tire				1,315.1				1,102.7
	Latin American Tire				845.6				710.0
	Asia/ Pacific Tire				1,153.8				669.5
		Total Tires			13,271.0				12,171.4
	Engineered Products				764.7				680.5
		Total Segment Assets			14,035.7				12,851.9
	Corporate				2,497.6				1,849.2
				$	16,533.3			$	14,701.1

				2004				2003
(In millions)
								Restated
Investments in and Advances to Affiliates
	North American Tire			$	13.8			$	57.8
	European Union Tire				2.3				13.2
	Eastern Europe, Middle East and Africa				3.1				2.3
	Asia/ Pacific Tire				15.3				11.2
		Total Segment Investments in and Advances to Affiliates			34.5				84.5
	Corporate				0.4				99.7
				$	34.9			$	184.2

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		2003				2002
(In millions)
Net Sales		$	640.3			$	523.4
Operating Income (Loss)			8.4				(0.5	)

			2004				2003				2002
(In millions)
							Restated
Net Sales
	United States		$	8,459.1			$	7,194.3			$	7,117.7
	International			9,893.4				7,907.3				6,710.7
			$	18,352.5			$	15,101.6			$	13,828.4
Long-Lived Assets
	United States		$	3,046.5			$	3,148.2
	International			3,524.5				3,225.7
			$	6,571.0			$	6,373.9

			2004				2003				2002
(In millions)
							Restated
Rationalizations
North American Tire			$	8.4			$	191.9			$	(1.9	)
European Union Tire				23.1				54.3				(0.4	)
Eastern Europe, Middle East and Africa Tire				3.6				(0.1	)			(0.4	)
Latin American Tire				(1.7	)			10.0				—
Asia/ Pacific Tire				—				—				(1.7	)
	Total Tires			33.4				256.1				(4.4	)
Engineered Products				22.8				29.4				4.6
	Total Segment Rationalizations			56.2				285.5				0.2
Corporate				(0.6	)			6.0				5.3
			$	55.6			$	291.5			$	5.5

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			2004				2003				2002
							Restated
Other (Income) and Expense
North American Tire			$	13.2			$	3.8			$	4.1
European Union Tire				(6.2	)			1.5				(13.7	)
Eastern Europe, Middle East and Africa Tire				0.1				—				—
Latin American Tire				—				(2.0	)			(13.7	)
Asia/ Pacific Tire				—				(2.1	)			—
	Total Tires			7.1				1.2				(23.3	)
Engineered Products				(2.5	)			6.3				(0.6	)
	Total Segment Other (Income) and Expense			4.6				7.5				(23.9	)
Corporate				3.6				253.4				72.4
			$	8.2			$	260.9			$	48.5

(In millions)
Capital Expenditures
North American Tire			$	171.2			$	144.0			$	250.5
European Union Tire				111.6				84.5				84.8
Eastern Europe, Middle East and Africa Tire				56.4				31.7				20.2
Latin American Tire				64.6				35.3				19.3
Asia/ Pacific Tire				66.6				48.7				30.2
	Total Tires			470.4				344.2				405.0
Engineered Products				28.1				16.8				21.3
	Total Segment Capital Expenditures			498.5				361.0				426.3
Corporate				20.1				14.4				31.8
			$	518.6			$	375.4			$	458.1

							Restated
Depreciation and Amortization
North American Tire			$	303.3			$	313.7			$	310.0
European Union Tire				129.7				120.4				119.6
Eastern Europe, Middle East and Africa Tire				45.8				44.1				44.2
Latin American Tire				24.3				19.6				23.4
Asia/ Pacific Tire				51.6				30.9				29.5
	Total Tires			554.7				528.7				526.7
Engineered Products				32.9				39.1				33.1
	Total Segment Depreciation and Amortization			587.6				567.8				559.8
Corporate				41.1				123.8				45.5
			$	628.7			$	691.6			$	605.3

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		2004				2003
(In millions)
						Restated
Foreign currency translation adjustment		$	(758.3	)		$	(1,011.5	)
Minimum pension liability adjustment			(1,829.0	)			(1,545.2	)
Unrealized investment gain (loss)			17.0				3.6
Deferred derivative gain (loss)			5.8				0.3
		$	(2,564.5	)		$	(2,552.8	)

	Warranty

			2004				2003
(In millions)
Balance at January 1			$	12.4			$	11.0
	Payments made during the period			(20.6	)			(17.0	)
	Expense recorded during the period			23.8				18.4
Balance at December 31			$	15.6			$	12.4

	Environmental Matters

	•	legal and consulting fees,
	•	site studies,
	•	the design and implementation of remediation plans, and
	•	post-remediation monitoring and related activities.

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	Workers’ Compensation

	General and Product Liability and Other Litigation

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		2004				2003				2002
(Dollars in millions)
Pending claims, beginning of year			118,000				99,700				64,200
New claims filed during the year			12,700				26,700				38,900
Claims settled/dismissed during the year			(3,400	)			(8,400	)			(3,400	)
Pending claims, end of year			127,300				118,000				99,700
Payments(1)		$	29.9			$	29.6			$	18.8

(1)	Represents amount spent by Goodyear and its insurers on asbestos litigation defense and claim resolution.

	•	review our existing reserves for pending claims,
	•	determine whether or not we could make a reasonable estimate of the liability associated with unasserted asbestos claims, and
	•	review our method of determining our receivables from probable insurance recoveries.

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	•	the litigation environment,
	•	federal and state law governing the compensation of asbestos claimants,
	•	our approach to defending and resolving claims, and
	•	the level of payments made to claimants from other sources, including other defendants.

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	Tax Matters

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	Guarantees

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Note 21.	Preferred Stock Purchase Rights Plan

Note 22.	Future Liquidity Requirements

	•	a $1.3 billion asset-based credit facility, due March 31, 2006,
	•	a $650 million asset-based term loan, due March 31, 2006,
	•	a $680 million deposit funded credit facility, due September 30, 2007, and
	•	$650 million in credit facilities for our Goodyear Dunlop Tires Europe B.V. affiliate, due April 30, 2005.

	•	a $1.5 billion asset-based credit facility,
	•	a $1.2 billion second lien term loan, and
	•	the Euro equivalent of $650 million in credit facilities for Goodyear Dunlop Tires Europe B.V.

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Note 23.	Investments in Unconsolidated Affiliates

Investment		Ownership
Dunlop Goodyear Kabushiki Kaisha			25.0	%
Nippon Goodyear Kabushiki Kaisha			25.0
RNC			27.8
AOT, Inc.			50.0
Coast Tire & Auto Service (2002) Ltd			49.0
Fountain Tire Limited			49.0
SPT			50.0
T&WA			40.0

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			RNC				All Other				Total
(In millions)
2004
Statement of Income Information:
	Net sales		$	13.7			$	981.6			$	995.3
	Gross profit			0.7				235.6				236.3
	Net income (loss)			(1.0	)			27.8				26.8
Financial Position Information:
	Current assets			7.1				357.4				364.5
	Noncurrent assets			0.5				37.6				38.1
	Current liabilities			3.2				283.3				286.5
	Noncurrent liabilities			12.1				25.3				37.4

			SPT				RNC				All Other				Total
2003
Statement of Income Information:
	Net sales		$	640.3			$	9.0			$	1,302.4			$	1,951.7
	Gross profit (loss)			183.6				(6.5	)			267.4				444.5
	Net income (loss)			(19.5	)			(29.7	)			12.9				(36.3	)
Financial Position Information:
	Current assets			287.8				10.1				354.3				652.2
	Noncurrent assets			194.9				0.8				111.7				307.4
	Current liabilities			321.5				12.8				314.7				649.0
	Noncurrent liabilities			97.6				10.5				88.9				197.0
2002
Statement of Income Information:
	Net sales		$	523.4			$	9.0			$	1,056.1			$	1,588.5
	Gross profit (loss)			137.2				(6.9	)			208.0				338.3
	Net income (loss)			(14.5	)			(15.3	)			6.8				(23.0	)

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Note 24.	Consolidating Financial Information

	(i)	The Goodyear Tire & Rubber Company (the “Parent Company”), the issuer of the guaranteed obligations,

	(ii)	Guarantor subsidiaries, on a combined basis, as specified in the Indenture related to Goodyear’s obligations under $650 million of Senior Secured Notes issued on March 12, 2004 ($450 million of 11% Senior Secured Notes due 2011 and $200 million of Senior Secured Floating Rate Notes due 2011 (the “Notes”)),

	(iii)	Non-guarantor subsidiaries, on a combined basis,

	(iv)	Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions and (b) eliminate the investments in our subsidiaries and (c) record consolidating entries, and

	(v)	The Goodyear Tire & Rubber Company and Subsidiaries on a consolidated basis.

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				December 31, 2004
																Consolidating
				Parent				Guarantor				Non-Guarantor				Entries and
				Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
ASSETS
Current Assets:
	Cash and cash equivalents			$	1,004.2			$	50.2			$	913.5			$	—			$	1,967.9
	Restricted cash				137.0				—				15.4				—				152.4
	Accounts and notes receivable				1,209.1				202.5				1,997.2				—				3,408.8
	Accounts and notes receivable from affiliates				—				611.6				—				(611.6	)			—
	Inventories				1,162.4				249.6				1,426.4				(53.6	)			2,784.8
	Prepaid expenses and other current assets				89.6				13.9				185.7				10.0				299.2
		Total Current Assets			3,602.3				1,127.8				4,538.2				(655.2	)			8,613.1
Long Term Accounts and Notes Receivable					240.7				7.3				59.5				—				307.5
Investments in and Advances to Affiliates					4.2				10.0				20.7				—				34.9
Other Assets					61.9				—				16.4				—				78.3
Goodwill					—				35.2				470.4				214.7				720.3
Other Intangible Assets					100.7				41.2				61.3				(40.6	)			162.6
Deferred Income Tax					—				13.9				69.5				—				83.4
Prepaid and Deferred Pension Costs					432.1				178.8				219.0				—				829.9
Deferred Charges					159.9				3.9				84.3				—				248.1
Investments in Subsidiaries					3,970.7				431.9				3,075.4				(7,478.0	)			—
Properties and Plants					2,088.8				332.2				3,010.7				23.5				5,455.2
	Total Assets			$	10,661.3			$	2,182.2			$	11,625.4			$	(7,935.6	)		$	16,533.3
LIABILITIES
Current Liabilities:
	Accounts payable — trade			$	529.1			$	61.5			$	1,379.8			$	—			$	1,970.4
	Accounts payable to affiliates				528.3				—				83.3				(611.6	)			—
	Compensation and benefits				647.8				45.8				335.6				—				1,029.2
	Other current liabilities				428.8				18.0				294.8				—				741.6
	United States and foreign taxes				62.7				31.6				177.0				—				271.3
	Notes payable				—				—				220.6				—				220.6
	Long term debt and capital leases due within one year				562.5				0.2				447.2				—				1,009.9
		Total Current Liabilities			2,759.2				157.1				2,938.3				(611.6	)			5,243.0
Long Term Debt and Capital Leases					4,009.8				1.5				437.8				—				4,449.1
Compensation and Benefits					3,336.3				312.4				1,387.1				—				5,035.8
Deferred Income Tax					93.7				6.7				326.8				(21.4	)			405.8
Other Long Term Liabilities					389.5				9.2				82.0				—				480.7
Minority Equity in Subsidiaries					—				—				632.0				214.1				846.1
	Total Liabilities				10,588.5				486.9				5,804.0				(418.9	)			16,460.5
Commitments and Contingent Liabilities
Shareholders’ Equity (Deficit):
Preferred Stock					—				—				—				—				—
Common Stock					175.6				668.8				4,190.5				(4,859.3	)			175.6
Capital Surplus					1,391.8				12.2				865.6				(877.8	)			1,391.8
Retained Earnings					1,069.9				1,291.0				2,082.2				(3,373.2	)			1,069.9
Accumulated Other Comprehensive Income (Loss)					(2,564.5	)			(276.7	)			(1,316.9	)			1,593.6				(2,564.5	)
	Total Shareholders’ Equity (Deficit)				72.8				1,695.3				5,821.4				(7,516.7	)			72.8
	Total Liabilities and Shareholders’ Equity (Deficit)			$	10,661.3			$	2,182.2			$	11,625.4			$	(7,935.6	)		$	16,533.3

F-77

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Table of Contents

				December 31, 2003
																Consolidating
				Parent				Guarantor				Non-Guarantor				Entries and
				Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
ASSETS
Current Assets:
	Cash and cash equivalents			$	584.7			$	24.8			$	936.8			$	—			$	1,546.3
	Restricted cash				17.7				—				6.2				—				23.9
	Accounts and notes receivable				941.3				180.7				1,480.3				—				2,602.3
	Accounts and notes receivable from affiliates				—				587.6				118.3				(705.9	)			—
	Inventories				1,176.8				243.7				1,098.1				(50.9	)			2,467.7
	Prepaid expenses and other current assets				134.7				8.4				145.9				16.4				305.4
		Total Current Assets			2,855.2				1,045.2				3,785.6				(740.4	)			6,945.6
Long Term Accounts and Notes Receivable					271.3				7.5				53.8				(42.9	)			289.7
Investments in and Advances to Affiliates					57.9				9.7				116.5				0.1				184.2
Other Assets					49.6				—				21.9				—				71.5
Goodwill					—				35.3				389.0				233.9				658.2
Other Intangible Assets					102.3				45.0				47.5				(44.4	)			150.4
Deferred Income Tax					—				4.3				66.0				0.2				70.5
Prepaid and Deferred Pension Costs					506.1				153.2				210.6				—				869.9
Deferred Charges					160.4				3.7				91.2				0.6				255.9
Investments in Subsidiaries					3,670.4				428.7				3,039.7				(7,138.8	)			—
Properties and Plants					2,201.7				352.1				2,622.1				29.3				5,205.2
	Total Assets			$	9,874.9			$	2,084.7			$	10,443.9			$	(7,702.4	)		$	14,701.1
LIABILITIES
Current Liabilities:
	Accounts payable — trade			$	426.4			$	54.7			$	1,076.9			$	(0.2	)		$	1,557.8
	Accounts payable to affiliates				705.9				—				—				(705.9	)			—
	Compensation and benefits				641.6				46.1				290.2				—				977.9
	Other current liabilities				340.0				22.0				222.3				—				584.3
	United States and foreign taxes				96.5				14.5				157.7				2.0				270.7
	Notes payable				—				—				146.7				—				146.7
	Long term debt and capital leases due within one year				70.2				0.1				43.2				—				113.5
		Total Current Liabilities			2,280.6				137.4				1,937.0				(704.1	)			3,650.9
Long Term Debt and Capital Leases					4,060.3				1.8				763.7				—				4,825.8
Compensation and Benefits					3,116.7				252.5				1,143.7				—				4,512.9
Deferred Income Tax					42.8				7.0				321.4				9.4				380.6
Other Long Term Liabilities					406.7				9.4				126.7				(33.7	)			509.1
Minority Equity in Subsidiaries					—				—				655.1				198.9				854.0
	Total Liabilities				9,907.1				408.1				4,947.6				(529.5	)			14,733.3
Commitments and Contingent Liabilities
Shareholders’ Equity (Deficit)
Preferred Stock					—				—				—				—				—
Common Stock					175.3				668.8				3,992.7				(4,661.5	)			175.3
Capital Surplus					1,390.2				12.1				904.5				(916.6	)			1,390.2
Retained Earnings					955.1				1,240.5				1,967.6				(3,208.1	)			955.1
Accumulated Other Comprehensive Income (Loss)					(2,552.8	)			(244.8	)			(1,368.5	)			1,613.3				(2,552.8	)
	Total Shareholders’ Equity (Deficit)				(32.2	)			1,676.6				5,496.3				(7,172.9	)			(32.2	)
	Total Liabilities and Shareholders’ Equity (Deficit)			$	9,874.9			$	2,084.7			$	10,443.9			$	(7,702.4	)		$	14,701.1

F-78

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		Year Ended December 31, 2004
														Consolidating
		Parent				Guarantor				Non-Guarantor				Entries and
		Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
Net Sales		$	8,728.2			$	2,119.6			$	14,902.3			$	(7,397.6	)		$	18,352.5
Cost of Goods Sold			7,740.4				1,839.1				12,563.8				(7,452.0	)			14,691.3
Selling, Administrative and General Expense			1,165.4				183.4				1,506.8				(22.5	)			2,833.1
Rationalizations			40.6				(5.9	)			20.9				—				55.6
Interest Expense			326.4				37.1				242.0				(236.7	)			368.8
Other (Income) Expense			(200.9	)			4.7				(93.9	)			298.3				8.2
Foreign Currency Exchange			2.3				(3.3	)			24.4				—				23.4
Equity in (Earnings) Loss of Affiliates			(2.0	)			(0.5	)			(5.9	)			—				(8.4	)
Minority Interest in Net Income of Subsidiaries			—				—				55.9				1.9				57.8
Income (Loss) before Income Taxes and Equity in (Earnings) Loss of Subsidiaries			(344.0	)			65.0				588.3				13.4				322.7
United States and Foreign Taxes on Income			(53.3	)			26.0				236.3				(1.1	)			207.9
Equity in (Earnings) Loss of Subsidiaries			(405.5	)			(30.3	)			—				435.8				—
Net Income (Loss)		$	114.8			$	69.3			$	352.0			$	(421.3	)		$	114.8

F-79

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		Year Ended December 31, 2003
														Consolidating
		Parent				Guarantor				Non-Guarantor				Entries and
		Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
Net Sales		$	7,798.2			$	1,950.1			$	11,598.4			$	(6,245.1	)		$	15,101.6
Cost of Goods Sold			7,207.4				1,698.0				9,879.0				(6,303.4	)			12,481.0
Selling, Administrative and General Expense			1,071.4				176.2				1,140.3				(13.7	)			2,374.2
Rationalizations			74.7				14.9				201.9				—				291.5
Interest Expense			252.3				35.8				181.9				(173.7	)			296.3
Other (Income) Expense			(17.4	)			4.6				(118.4	)			392.1				260.9
Foreign Currency Exchange			14.7				4.5				21.5				—				40.7
Equity in (Earnings) Loss of Affiliates			8.2				0.9				5.4				—				14.5
Minority Interest in Net Income of Subsidiaries			—				—				32.8				—				32.8
Income (Loss) before Income Taxes and Equity in (Earnings) Loss of Subsidiaries			(813.1	)			15.2				254.0				(146.4	)			(690.3	)
United States and Foreign Taxes on Income			(38.2	)			2.1				150.9				2.3				117.1
Equity in (Earnings) Loss of Subsidiaries			32.5				(16.7	)			—				(15.8	)			—
Net Income (Loss)		$	(807.4	)		$	29.8			$	103.1			$	(132.9	)		$	(807.4	)

F-80

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		Year Ended December 31, 2002
														Consolidating
		Parent				Guarantor				Non-Guarantor				Entries and
		Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
Net Sales		$	7,586.5			$	1,890.0			$	9,381.9			$	(5,030.0	)		$	13,828.4
Cost of Goods Sold			6,707.1				1,662.3				7,965.4				(5,047.2	)			11,287.6
Selling, Administrative and General Expense			1,077.8				178.1				957.3				(10.8	)			2,202.4
Rationalizations			10.4				(1.7	)			(3.2	)			—				5.5
Interest Expense			210.3				32.8				122.5				(122.9	)			242.7
Other (Income) Expense			64.1				(0.2	)			(133.2	)			117.8				48.5
Foreign Currency Exchange			(1.2	)			0.5				(8.0	)			—				(8.7	)
Equity in (Earnings) Loss of Affiliates			10.1				(0.7	)			4.4				—				13.8
Minority Interest in Net Income of Subsidiaries			—				—				55.6				—				55.6
Income (Loss) before Income Taxes and Equity in (Earnings) Loss of Subsidiaries			(492.1	)			18.9				421.1				33.1				(19.0	)
United States and Foreign Taxes on Income			1,108.6				5.4				110.3				3.6				1,227.9
Equity in (Earnings) Loss of Subsidiaries			(353.8	)			(2.6	)			—				356.4				—
Net Income (Loss)		$	(1,246.9	)		$	16.1			$	310.8			$	(326.9	)		$	(1,246.9	)

F-81

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			Twelve Months Ended December 31, 2004
															Consolidating
			Parent				Guarantor				Non-Guarantor				Entries and
			Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
Cash Flows From Operating Activities:
	Total Cash Flows From Operating Activities		$	182.8			$	42.2			$	811.9			$	(317.1	)		$	719.8
Cash Flows From Investing Activities:
	Capital expenditures			(153.2	)			(11.5	)			(353.3	)			(0.6	)			(518.6	)
	Asset sales			105.9				1.1				13.8				(101.5	)			19.3
	Asset acquisitions			(51.4	)			—				(112.5	)			102.1				(61.8	)
	Capital contributions			(9.4	)			(3.2	)			(31.3	)			43.9				—
	Capital redemptions			5.8				—				115.8				(121.6	)			—
	Other transactions			35.9				—				—				—				35.9
	Total Cash Flows From Investing Activities			(66.4	)			(13.6	)			(367.5	)			(77.7	)			(525.2	)
Cash Flows From Financing Activities:
	Short term debt incurred			43.7				—				118.8				—				162.5
	Short term debt paid			—				(2.7	)			(136.5	)			—				(139.2	)
	Long term debt incurred			1,675.3				—				391.4				—				2,066.7
	Long term debt paid			(1,247.0	)			(0.2	)			(446.7	)			—				(1,693.9	)
	Common stock issued			1.8				—				—				—				1.8
	Capital contributions			—				—				35.3				(35.3	)			—
	Capital redemptions			—				—				(117.1	)			117.1				—
	Dividends to minority interests in subsidiaries			—				—				(341.9	)			313.0				(28.9	)
	Debt issuance costs			(51.4	)			—				—				—				(51.4	)
	Increase in restricted cash			(119.3	)			—				(9.2	)			—				(128.5	)
	Total Cash Flows From Financing Activities			303.1				(2.9	)			(505.9	)			394.8				189.1
Effect of Exchange Rate Changes on Cash and Cash Equivalents				—				(0.3	)			38.2				—				37.9
Net Change in Cash and Cash Equivalents				419.5				25.4				(23.3	)			—				421.6
Cash and Cash Equivalents at Beginning of the Period				584.7				24.8				936.8				—				1,546.3
Cash and Cash Equivalents at End of the Period			$	1,004.2			$	50.2			$	913.5			$	—			$	1,967.9

F-82

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			Twelve Months Ended December 31, 2003
															Consolidating
			Parent				Guarantor				Non-Guarantor				Entries and
			Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
Cash Flows From Operating Activities:
	Total Cash Flows From Operating Activities		$	(721.4	)		$	(66.9	)		$	750.4			$	(250.9	)		$	(288.8	)
Cash Flows From Investing Activities:
	Capital expenditures			(158.9	)			(5.3	)			(204.7	)			(6.5	)			(375.4	)
	Short term securities redeemed			—				—				26.6				—				26.6
	Asset sales			367.8				—				18.6				(282.0	)			104.4
	Asset acquisitions			(71.2	)			—				(282.3	)			282.3				(71.2	)
	Capital contributions			(30.7	)			—				—				30.7				—
	Capital redemptions			43.6				16.3				162.0				(221.9	)			—
	Other transactions			2.7				4.4				142.4				(69.9	)			79.6
	Total Cash Flows From Investing Activities			153.3				15.4				(137.4	)			(267.3	)			(236.0	)
Cash Flows From Financing Activities:
	Short term debt incurred			8.3				—				314.8				—				323.1
	Short term debt paid			—				(0.3	)			(469.0	)			0.1				(469.2	)
	Long term debt incurred			2,379.7				—				604.0				0.1				2,983.8
	Long term debt paid			(1,510.2	)			(0.1	)			(101.8	)			—				(1,612.1	)
	Common stock issued			0.2				—				—				—				0.2
	Capital contributions			—				48.7				30.7				(79.4	)			—
	Capital redemptions			—				—				(205.4	)			205.4				—
	Dividends paid to minority interests in subsidiaries			—				—				(432.6	)			394.0				(38.6	)
	Dividends paid to Goodyear shareholders			—				2.0				—				(2.0	)			—
	Debt issuance costs			(104.1	)			—				—				—				(104.1	)
	Increase in restricted cash			(17.7	)			—				(6.2	)			—				(23.9	)
	Other transactions			27.9				—				—				—				27.9
	Total Cash Flows From Financing Activities			784.1				50.3				(265.5	)			518.2				1,087.1
Effect of Exchange Rate Changes on Cash and Cash Equivalents				—				2.4				61.8				—				64.2
Net Change in Cash and Cash Equivalents				216.0				1.2				409.3				—				626.5
Cash and Cash Equivalents at Beginning of the Period				368.7				23.6				527.5				—				919.8
Cash and Cash Equivalents at End of the Period			$	584.7			$	24.8			$	936.8			$	—			$	1,546.3

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			Twelve Months Ended December 31, 2002
															Consolidating
			Parent				Guarantor				Non-Guarantor				Entries and
			Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
Cash Flows From Operating Activities:
	Total Cash Flows From Operating Activities		$	(172.7	)		$	56.4			$	868.4			$	(66.1	)		$	686.0
Cash Flows From Investing Activities:
	Capital expenditures			(247.1	)			(19.2	)			(171.8	)			(20.0	)			(458.1	)
	Short term securities acquired			—				—				(64.7	)			—				(64.7	)
	Short term securities redeemed			—				—				38.5				—				38.5
	Asset sales			104.4				—				57.9				(106.7	)			55.6
	Asset acquisitions			(15.9	)			—				(142.7	)			103.8				(54.8	)
	Capital contributions			(43.1	)			(27.3	)			(38.4	)			108.8				—
	Capital redemptions			280.4				—				36.0				(316.4	)			—
	Other transactions			(30.4	)			(0.3	)			(45.0	)			18.9				(56.8	)
	Total Cash Flows From Investing Activities			48.3				(46.8	)			(330.2	)			(211.6	)			(540.3	)
Cash Flows From Financing Activities:
	Short term debt incurred			—				—				84.1				—				84.1
	Short term debt paid			(3.6	)			—				(83.9	)			—				(87.5	)
	Long term debt incurred			0.5				—				37.9				—				38.4
	Long term debt paid			(45.8	)			(0.1	)			(79.3	)			—				(125.2	)
	Common stock issued			18.7				—				—				—				18.7
	Capital contributions			—				3.0				113.9				(116.9	)			—
	Capital redemptions			—				—				(272.8	)			272.8				—
	Dividends paid to minority interest in subsidiaries			—				—				(138.0	)			121.8				(16.2	)
	Dividends paid to Goodyear shareholders			(79.8	)			—				—				—				(79.8	)
	Total Cash Flows From Financing Activities			(110.0	)			2.9				(338.1	)			277.7				(167.5	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents				—				(0.2	)			(13.5	)			—				(13.7	)
Net Change in Cash and Cash Equivalents				(234.4	)			12.3				186.6				—				(35.5	)
Cash and Cash Equivalents at Beginning of the Period				603.1				11.3				340.9				—				955.3
Cash and Cash Equivalents at End of the Period			$	368.7			$	23.6			$	527.5			$	—			$	919.8

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Note 25.	Subsequent Events

F-85

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			Quarter
			Restated
			First				Second				Third				Fourth				Year
(In millions, except per share amounts)
2004
Net Sales			$	4,301.9			$	4,519.4			$	4,699.5			$	4,831.7			$	18,352.5
Gross Profit				826.0				930.2				949.5				955.5				3,661.2
Net Income (Loss)			$	(78.1	)		$	29.8			$	38.5			$	124.6			$	114.8
Net Income (Loss) Per Share — Basic			$	(0.45	)		$	0.17			$	0.22			$	0.71			$	0.65
— Diluted			$	(0.45	)		$	0.17			$	0.20			$	0.62			$	0.63
Average Shares Outstanding — Basic				175.3				175.3				175.4				175.5				175.4
— Diluted				175.3				176.8				206.9				207.8				192.3
Price Range of Common Stock:* High			$	11.97			$	10.45			$	12.00			$	15.01			$	15.01
Low				7.06				7.66				8.70				9.15				7.06
Selected Balance Sheet Items at Quarter-End:
	Total Assets		$	15,164.4			$	14,997.2			$	15,774.3			$	16,533.3
	Total Debt			5,401.4				5,316.8				5,660.5				5,679.6
	Shareholders’ Equity (Deficit)			(144.2	)			(167.3	)			(47.8	)			72.8

			Quarter as Originally Reported
			First(A)				Second(B)				Third(C)
(In millions, except per share amounts)
2004
Net Sales			$	4,290.9			$	4,508.9			$	4,713.7
Gross Profit				825.2				926.1				947.1
Net Income (Loss)			$	(76.9	)		$	25.1			$	36.5
Net Income (Loss) Per Share — Basic			$	(0.44	)		$	0.14			$	0.21
— Diluted			$	(0.44	)		$	0.14			$	0.21
Average Shares Outstanding — Basic				175.3				175.3				175.4
— Diluted				175.3				176.8				177.9
Price Range of Common Stock:* High			$	11.97			$	10.45			$	12.00
Low				7.06				7.66				9.09
Selected Balance Sheet Items at Quarter-End:
	Total Assets		$	15,421.3			$	15,261.8			$	15,675.0
	Total Debt			5,341.4				5,257.1				5,603.8
	Shareholders’ Equity (Deficit)			(121.5	)			(147.5	)			(38.4	)

(A)		As reported in 2004 Form 10-Q filed on June 18, 2004.
(B)		As reported in 2004 Form 10-Q filed on August 5, 2004.
(C)		As reported in 2004 Form 10-Q filed on November 9, 2004.

	*	New York Stock Exchange — Composite Transactions

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			2004 Quarter Ended
			March 31				June 30				September 30				Total
(In millions, except per share amounts)
			(Unaudited)
Net income (loss) as originally reported(A)			$	(76.9	)		$	25.1			$	36.5			$	(15.3	)
Adjustments (pretax):
	SPT			1.2				(1.2	)			0.6				0.6
	General and Product Liability			(1.5	)			4.1				(0.4	)			2.2
	Account Reconciliations			0.2				1.1				1.2				2.5
Total adjustments (pretax)				(0.1	)			4.0				1.4				5.3
	Tax effect of restatement adjustments			(0.5	)			1.4				(0.4	)			0.5
	Tax adjustments			(0.6	)			(0.7	)			1.0				(0.3	)
Total taxes				(1.1	)			0.7				0.6				0.2
Total net adjustments				(1.2	)			4.7				2.0				5.5
Net income (loss) as restated			$	(78.1	)		$	29.8			$	38.5			$	(9.8	)
Per Share of Common Stock:
Net income (loss) — Basic as originally reported			$	(0.44	)		$	0.14			$	0.21
Effect of net adjustments				(0.01	)			0.03				0.01
Net income (loss) — Basic as restated			$	(0.45	)		$	0.17			$	0.22
Net income (loss) — Diluted as originally reported			$	(0.44	)		$	0.14			$	0.21
Effect of net adjustments				(0.01	)			0.03				0.01
Effect of Convertible Senior Notes				—				—				(0.02	)
Net income (loss) — Diluted as restated			$	(0.45	)		$	0.17			$	0.20

(A)		As reported in 2004 Forms 10-Q filed on June 18, August 5 and November 9, 2004, respectively.

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			Quarter
			Restated
			First				Second				Third				Fourth				Year
(In millions, except per share amounts)
2003
Net Sales			$	3,546.1			$	3,753.6			$	3,900.1			$	3,901.8			$	15,101.6
Gross Profit				583.0				712.0				710.5				615.1				2,620.6
Net Loss			$	(200.5	)		$	(59.6	)		$	(120.3	)		$	(427.0	)		$	(807.4	)
Net Loss Per Share — Basic			$	(1.14	)		$	(0.34	)		$	(0.69	)		$	(2.44	)		$	(4.61	)
— Diluted			$	(1.14	)		$	(0.34	)		$	(0.69	)		$	(2.44	)		$	(4.61	)
Average Shares Outstanding — Basic				175.3				175.3				175.3				175.3				175.3
— Diluted				175.3				175.3				175.3				175.3				175.3
Price Range of Common Stock:* High			$	7.33			$	7.35			$	8.19			$	7.94			$	8.19
Low				3.35				4.55				4.49				5.55				3.35
Selected Balance Sheet Items at Quarter-End:
	Total Assets		$	13,227.8			$	14,639.0			$	14,586.0			$	14,701.1
	Total Debt			3,830.1				5,026.1				4,944.8				5,086.0
	Shareholders’ Equity (Deficit)			90.1				171.8				63.5				(32.2	)

			Quarter
			As Previously Reported(A)
			First				Second				Third				Fourth				Year
(In millions, except per share amounts)
2003
Net Sales			$	3,545.8			$	3,753.3			$	3,906.1			$	3,913.8			$	15,119.0
Gross Profit				583.0				714.5				711.7				614.5				2,623.7
Net Income (Loss)			$	(196.5	)		$	(53.0	)		$	(118.2	)		$	(434.4	)		$	(802.1	)
Net Income (Loss) Per Share — Basic			$	(1.12	)		$	(0.30	)		$	(0.67	)		$	(2.49	)		$	(4.58	)
— Diluted			$	(1.12	)		$	(0.30	)		$	(0.67	)		$	(2.49	)		$	(4.58	)
Average Shares Outstanding — Basic				175.3				175.3				175.3				175.3				175.3
— Diluted				175.3				175.3				175.3				175.3				175.3
Price Range of Common Stock:* High			$	7.33			$	7.35			$	8.19			$	7.94			$	8.19
Low				3.35				4.55				4.49				5.55				3.35
Selected Balance Sheet Items at Quarter-End:
	Total Assets		$	13,246.5			$	14,636.0			$	14,575.9			$	15,005.5
	Total Debt			3,829.1				5,025.1				4,943.8				5,077.4
	Shareholders’ Equity (Deficit)			126.1				207.9				96.0				(13.1	)

(A)		As reported in 2004 Form 10-K filed on May 19, 2004.

	*	New York Stock Exchange — Composite Transactions

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			Quarter as Originally Reported
			First(A)				Second(B)				Third(C)
(In millions, except per share amounts)
2003
Net Sales			$	3,545.5			$	3,758.2			$	3,906.0
Gross Profit				621.1				707.2				719.4
Net Loss			$	(163.3	)		$	(73.6	)		$	(105.9	)
Net Loss Per Share — Basic			$	(0.93	)		$	(0.42	)		$	(0.60	)
— Diluted			$	(0.93	)		$	(0.42	)		$	(0.60	)
Average Shares Outstanding — Basic				175.3				175.3				175.3
— Diluted				175.3				175.3				175.3
Price Range of Common Stock:* High			$	7.33			$	7.35			$	8.19
Low				3.35				4.55				4.49
Selected Balance Sheet Items at Quarter-End:
	Total Assets		$	13,367.9			$	14,740.7			$	14,597.6
	Total Debt			3,826.7				5,022.7				4,941.5
	Shareholders’ Equity			562.0				611.2				429.3

(A)		As reported in 2003 Form 10-Q filed on April 30, 2003.
(B)		As reported in 2003 Form 10-Q filed on July 30, 2003.
(C)		As reported in 2003 Form 10-Q filed on November 19, 2003.

	*	New York Stock Exchange — Composite Transactions

			2003 Quarter Ended
			March 31				June 30				September 30				December 31				Total
(In millions, except per share amounts)
Net loss as originally reported(A)			$	(163.3	)		$	(73.6	)		$	(105.9	)		$	(434.4	)(B)		$	(777.2	)
Adjustments (pretax):
	Accounting Irregularities			(1.6	)			(2.9	)			4.9				—				0.4
	Account Reconciliations			(27.7	)			20.9				(10.5	)			—				(17.3	)
	Out-of-Period			0.7				(0.2	)			0.4				—				0.9
	Discount Rate Adjustments			(4.3	)			(4.4	)			(4.3	)			—				(13.0	)
	Chemical Products			2.4				(0.7	)			(1.1	)			—				0.6
Total adjustments (pretax)				(30.5	)			12.7				(10.6	)			—				(28.4	)
	Tax effect of restatement adjustments			(2.7	)			3.7				(1.7	)			—				(0.7	)
	Tax adjustments			—				4.2				—				—				4.2
Total taxes				(2.7	)			7.9				(1.7	)			—				3.5
Total net adjustments				(33.2	)			20.6				(12.3	)			—				(24.9	)
Net loss as previously reported(B)			$	(196.5	)		$	(53.0	)		$	(118.2	)		$	(434.4	)		$	(802.1	)

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			2003 Quarter Ended
			March 31				June 30				September 30				December 31				Total
(In millions, except per share amounts)
	SPT			(0.4	)			(2.0	)			(0.4	)			0.5				(2.3	)
	General and Product Liability			—				—				—				7.3				7.3
	Account Reconciliations			(2.9	)			(2.0	)			(1.0	)			0.5				(5.4	)
Total adjustments (pretax)				(3.3	)			(4.0	)			(1.4	)			8.3				(0.4	)
	Tax effect of restatement adjustments			(0.1	)			0.4				(0.1	)			(0.3	)			(0.1	)
	Tax adjustments			(0.6	)			(3.0	)			(0.6	)			(0.6	)			(4.8	)
Total taxes				(0.7	)			(2.6	)			(0.7	)			(0.9	)			(4.9	)
Total net adjustments				(4.0	)			(6.6	)			(2.1	)			7.4				(5.3	)
Net loss as restated			$	(200.5	)		$	(59.6	)		$	(120.3	)		$	(427.0	)		$	(807.4	)
Per Share of Common Stock:
Net loss — Basic as originally reported(A)			$	(0.93	)		$	(0.42	)		$	(0.60	)		$	(2.49	)(B)		$	(4.44	)
Effect of net adjustments				(0.19	)			0.12				(0.07	)			—				(0.14	)
Net loss — Basic as previously reported(B)			$	(1.12	)		$	(0.30	)		$	(0.67	)		$	(2.49	)		$	(4.58	)
Effect of net adjustments				(0.02	)			(0.04	)			(0.02	)			0.05				(0.03	)
Net loss — Basic as restated			$	(1.14	)		$	(0.34	)		$	(0.69	)		$	(2.44	)		$	(4.61	)
Net loss — Diluted as originally reported(A)			$	(0.93	)		$	(0.42	)		$	(0.60	)		$	(2.49	)(B)		$	(4.44	)
Effect of net adjustments				(0.19	)			0.12				(0.07	)			—				(0.14	)
Net loss — Diluted as previously reported(B)			$	(1.12	)		$	(0.30	)		$	(0.67	)		$	(2.49	)		$	(4.58	)
Effect of net adjustments				(0.02	)			(0.04	)			(0.02	)			0.05				(0.03	)
Net loss — Diluted as restated			$	(1.14	)		$	(0.34	)		$	(0.69	)		$	(2.44	)		$	(4.61	)

(A)		As reported in 2003 Forms 10-Q filed on April 30, July 30 and November 19, 2003, respectively.
(B)		As reported in 2003 Form 10-K filed on May 19, 2004.

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		Schedule No.				Page Number
Condensed Financial Information of Registrant			I				F-92
Valuation and Qualifying Accounts			II				F-98
Other Financial Statements:
Financial Statements of South Pacific Tyres (SPT)							F-100

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			Year Ended December 31,
							Restated
			2004				2003				2002
(In millions, except per share amounts)
Net Sales			$	8,728.2			$	7,798.2			$	7,586.5
Cost of Goods Sold				7,740.4				7,207.4				6,707.1
Selling, Administrative and General Expense				1,165.4				1,071.4				1,077.8
Rationalizations				40.6				74.7				10.4
Interest Expense				326.4				252.3				210.3
Other (Income) and Expense				(200.9	)			(17.4	)			64.1
Foreign Currency Exchange				2.3				14.7				(1.2	)
Equity in (Earnings) Losses of Affiliates				(2.0	)			8.2				10.1
Loss before Income Taxes and Equity in (Earnings) Losses of Subsidiaries				(344.0	)			(813.1	)			(492.1	)
United States and Foreign Taxes on Income (Loss)				(53.3	)			(38.2	)			1,108.6
Equity in (Earnings) Losses of Subsidiaries				(405.5	)			32.5				(353.8	)
Net Income (Loss)			$	114.8			$	(807.4	)		$	(1,246.9	)
Net Income (Loss) Per Share — Basic			$	0.65			$	(4.61	)		$	(7.47	)
	Average Shares Outstanding			175.4				175.3				167.0
Net Income (Loss) Per Share — Diluted			$	0.63			$	(4.61	)		$	(7.47	)
	Average Shares Outstanding			192.3				175.3				167.0

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					December 31,
									Restated
					2004				2003
(In millions)
Assets
Current Assets:
	Cash and cash equivalents				$	1,004.2			$	584.7
	Restricted cash					137.0				17.7
	Accounts and notes receivable, less allowance — $32.0 ($36.8 in 2003)					1,209.1				941.3
	Inventories:
		Raw materials				220.8				187.5
		Work in process				64.2				47.8
		Finished products				877.4				941.5
						1,162.4				1,176.8
	Prepaid expenses and other current assets					89.6				134.7
			Total Current Assets			3,602.3				2,855.2
Long Term Accounts and Notes Receivable						240.7				271.3
Investments in and Advances to Affiliates						4.2				57.9
Other Assets						61.9				49.6
Intangible Assets						100.7				102.3
Prepaid and Deferred Pension Costs						432.1				506.1
Deferred Charges						159.9				160.4
Investments in Subsidiaries						3,970.7				3,670.4
Properties and Plants, less accumulated depreciation — $4,445.6 ($4,311.0 in 2003)						2,088.8				2,201.7
			Total Assets		$	10,661.3			$	9,874.9
Liabilities
Current Liabilities:
	Accounts payable-trade				$	529.1			$	426.4
	Intercompany current accounts					528.3				705.9
	Compensation and benefits					647.8				641.6
	Other current liabilities					428.8				340.0
	United States and foreign taxes					62.7				96.5
	Long term debt and capital leases due within one year					562.5				70.2
			Total Current Liabilities			2,759.2				2,280.6
Long Term Debt and Capital Leases						4,009.8				4,060.3
Compensation and Benefits						3,336.3				3,116.7
Deferred and Other Noncurrent Income Taxes						93.7				42.8
Other Long Term Liabilities						389.5				406.7
			Total Liabilities			10,588.5				9,907.1
Commitments and Contingent Liabilities
Shareholders’ Equity (Deficit)
	Preferred Stock, no par value: Authorized, 50.0 shares, unissued					—				—
Common Stock, no par value:
	Authorized, 300.0 shares; Outstanding shares, 175.6 (175.3 in 2003)					175.6				175.3
Capital Surplus						1,391.8				1,390.2
Retained Earnings						1,069.9				955.1
Accumulated Other Comprehensive Income (Loss)						(2,564.5	)			(2,552.8	)
			Total Shareholders’ Equity (Deficit)			72.8				(32.2	)
			Total Liabilities and Shareholders’ Equity		$	10,661.3			$	9,874.9

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																					Accumulated
																					Other
					Common Stock																Comprehensive				Total
													Capital				Retained				Income				Shareholders’
					Shares				Amount				Surplus				Earnings				(Loss)				Equity
(Dollars in millions, except per share)
Balance at December 31, 2001 as originally restated(A)						163,165,698			$	163.2			$	1,245.4			$	3,089.3			$	(1,870.1	)		$	2,627.8
	(after deducting 32,512,970 treasury shares)
Effect of restatement on periods ending on or before December 31, 2001																		(0.1	)			(30.9	)			(31.0	)
Balance at December 31, 2001 (as restated)						163,165,698				163.2				1,245.4				3,089.2				(1,901.0	)			2,596.8
	Comprehensive income (loss):
		Net loss																(1,246.9	)
		Foreign currency translation (net of tax benefit of $0)																				74.4
		Minimum pension liability (net of tax of $42.4)																				(1,283.6	)
		Unrealized investment gain (net of tax of $0)																				7.3
		Deferred derivative gain (net of tax of $0)																				60.6
			Reclassification adjustment for amounts recognized in income (net of tax of $0)																			(64.5	)
			Total comprehensive loss																							(2,452.7	)
		Cash dividends — $0.48 per share																(79.8	)							(79.8	)
		Common stock issued from treasury:
			Domestic pension funding			11,300,000				11.3				126.6												137.9
			Common stock issued for acquisitions			693,740				0.7				15.2												15.9
			Stock compensation plans			147,995				0.1				2.9												3.0
Balance at December 31, 2002 (as restated)						175,307,433				175.3				1,390.1				1,762.5				(3,106.8	)			221.1
	(after deducting 20,371,235 treasury shares) Comprehensive income (loss):
		Net loss																(807.4	)
		Foreign currency translation (net of tax benefit of $0)																				393.7
		Minimum pension liability (net of tax of $2.2)																				128.3
		Unrealized investment gain (net of tax of $0)																				4.1
			Reclassification adjustment for amounts recognized in income (net of tax of $8.7)																			8.8
		Deferred derivative gain (net of tax of $0)																				46.3
			Reclassification adjustment for amounts recognized in income (net of tax of $1.9)																			(27.2	)
			Total comprehensive loss																							(253.4	)
		Common stock issued from treasury:
			Stock compensation plans			18,996								0.1												0.1
Balance at December 31, 2003 (as restated)						175,326,429				175.3				1,390.2				955.1				(2,552.8	)			(32.2	)
	(after deducting 20,352,239 treasury shares)
	Comprehensive income (loss):
		Net income																114.8
		Foreign currency translation (net of tax benefit of $0)																				253.2
		Minimum pension liability (net of tax of $34.2)																				(283.8	)
		Unrealized investment gain (net of tax of $0)																				13.4
		Deferred derivative gain (net of tax of $0)																				29.6
			Reclassification adjustment for amounts recognized in income (net of tax of $(3.5))																			(24.1	)
			Total comprehensive income																							103.1
		Common stock issued from treasury:
			Stock compensation plans			293,210				0.3				1.6												1.9
Balance at December 31, 2004						175,619,639			$	175.6			$	1,391.8			$	1,069.9			$	(2,564.5	)		$	72.8
	(after deducting 20,059,029 treasury shares)

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							Year Ended December 31,
							2004				2003				2002
(Dollars in millions)
Cash Flows from Operating Activities:
	Net Income (Loss)						$	114.8			$	(807.4	)		$	(1,246.9	)
		Adjustments to reconcile net loss to cash flows from operating activities:
			Depreciation and amortization					291.1				372.2				289.0
			Amortization of debt issue costs					86.1				44.3				17.9
			Deferred tax provision					(7.6	)			(1.7	)			1,160.7
			Rationalizations					31.4				29.2				2.4
			Asset sales					(30.4	)			(104.5	)			68.5
			Insurance settlement gain					(156.6	)			—				—
			Minority interest and equity earnings					(6.1	)			(3.2	)			9.5
			Net cash flows from sale of accounts receivable					—				(826.2	)			55.9
			Pension contributions					(124.9	)			(26.8	)			(150.6	)
			Changes in operating assets and liabilities, net of asset acquisitions and dispositions:
				Accounts and notes receivable				(171.7	)			10.0				(73.6	)
				Inventories				14.4				27.6				13.8
				Accounts payable-trade				59.0				(18.0	)			24.1
				Prepaid expenses and other current assets				73.5				208.8				(129.9	)
				Deferred charges				(34.2	)			8.1				(23.1	)
				Long term compensation and benefits				344.5				(106.3	)			903.2
				Accumulated other comprehensive income — deferred pension gain (loss)				(283.9	)			191.0				(1,265.9	)
				Other long term liabilities				124.9				216.6				(82.9	)
				Other assets and liabilities				(141.5	)			64.9				255.2
				Total adjustments				68.0				86.0				1,074.2
					Total cash flows from operating activities			182.8				(721.4	)			(172.7	)
Cash Flows from Investing Activities:
		Capital expenditures						(153.2	)			(158.9	)			(247.1	)
		Asset dispositions						105.9				367.8				104.4
		Asset acquisitions						(51.4	)			(71.2	)			(15.9	)
		Capital contributions to subsidiaries						(9.4	)			(30.7	)			(43.1	)
		Capital redemptions from subsidiaries						5.8				43.6				280.4
		Other transactions						35.9				2.7				(30.4	)
					Total cash flows from investing activities			(66.4	)			153.3				48.3
Cash Flows from Financing Activities:
		Short term debt incurred						43.7				8.3				—
		Short term debt paid						—				—				(3.6	)
		Long term debt incurred						1,675.3				2,379.7				0.5
		Long term debt paid						(1,247.0	)			(1,510.2	)			(45.8	)
		Common stock issued						1.8				0.2				18.7
		Debt issuance costs						(51.4	)			(104.1	)			—
		Increase in restricted cash						(119.3	)			(17.7	)			—
		Dividends paid to Goodyear shareholders						—				—				(79.8	)
		Other transactions						—				27.9				—
					Total cash flows from financing activities			303.1				784.1				(110.0	)
Net Change in Cash and Cash Equivalents								419.5				216.0				(234.4	)
Cash and Cash Equivalents at Beginning of the Period								584.7				368.7				603.1
Cash and Cash Equivalents at End of the Period							$	1,004.2			$	584.7			$	368.7

F-95

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		2005				2006				2007				2008				2009
(In millions)
Debt incurred under or supported by revolving credit agreements		$	—			$	—			$	—			$	—			$	—
Other			0.6				1,812.0				0.3				0.1				—
		$	0.6			$	1,812.0			$	0.3			$	0.1			$	—

F-96

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		2004				2003				2002
(In millions)
Consolidated subsidiaries		$	155.1			$	219.0			$	113.1
50% or less-owned persons			0.5				2.5				1.8
		$	155.6			$	221.5			$	114.9

		2004				2003				2002
(In millions)
Sales		$	1,506.2			$	1,307.3			$	1,255.1
Cost of goods sold			1,501.4				1,304.1				1,251.8
Interest expense			15.2				10.6				5.2
Other (income) and expense			(386.3	)			(440.8	)			(190.0	)
Loss before income taxes		$	375.9			$	433.4			$	188.1

F-97

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						Additions
(In millions)		Balance																				Translation
		at				Charged				Charged				Acquired				Deductions				adjustment				Balance
		beginning				(credited)				(credited)				by				from				during				at end of
Description		of period				to income				to OCI				purchase				reserves				period				period
2004
Allowance for doubtful accounts		$	128.9			$	50.1			$	—			$	—			$	(42.0	)(a)		$	7.4			$	144.4
Valuation allowance – deferred tax assets			2,041.9				(41.1	)			57.3				—				—				13.9				2,072.0
2003
Allowance for doubtful accounts		$	102.1			$	55.1			$	—			$	—			$	(39.9	)(a)		$	11.6			$	128.9
Valuation allowance – deferred tax assets			1,811.7				307.9				(66.6	)			—				(11.1	)			—				2,041.9
2002
Allowance for doubtful accounts		$	88.1			$	39.1			$	—			$	—			$	(29.1	)(a)		$	4.0			$	102.1
Valuation allowance – deferred tax assets			258.4				1,245.1				352.9				—				(44.7	)			—				1,811.7

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	/s/ KPMG

F-99

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						2004				2003				2002
		Notes				$				$				$
Revenue from sale of goods			3				763,609,409				737,027,575				769,790,943
Revenue from rendering services			3				55,127,229				56,569,421				59,595,043
Other revenues from ordinary activities			3				6,503,245				6,407,910				7,615,697
Total revenue from ordinary activities							825,239,883				800,004,906				837,001,683
Cost of goods sold							591,739,184				587,501,675				647,665,319
Selling, Administrative and General Expenses							218,086,061				219,985,037				225,688,548
Significant items			4(a)				11,790,923				9,752,650				93,108,359
Borrowing costs			4(b)				21,937,942				17,834,103				13,660,548
Other expenses from ordinary activities							297,389				287,389				485,062
Expenses from ordinary activities							843,851,499				835,360,854				980,607,836
Loss from ordinary activities before related income tax expense							(18,611,616	)			(35,355,948	)			(143,606,153	)
Income tax expense/(benefit) relating to ordinary activities			6(a)				3,869,684				4,207,837				(13,579,453	)
Loss from ordinary activities after related income tax expense							(22,481,300	)			(39,563,785	)			(130,026,700	)
Net loss attributable to outside equity interests			21				—				—				(470	)
Net Loss after income tax attributable to the consolidated entity							(22,481,300	)			(39,563,785	)			(130,027,170	)

F-100

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							2004				2003				2002
			Notes				$				$				$
CURRENT ASSETS
Cash assets				7				56,435,875				15,229,939				37,100,672
Receivables				8				130,174,880				137,441,630				141,657,657
Inventories				9				147,411,193				162,032,137				160,741,965
Prepayments				10				3,219,753				3,323,269				2,258,575
	TOTAL CURRENT ASSETS							337,241,701				318,026,975				341,758,869
NON-CURRENT ASSETS
Receivables				8				1,651,270				9,546,303				30,384,952
Property, plant and equipment				12				197,823,676				218,425,028				202,827,093
Intangible assets				13				4,498,952				4,916,874				5,204,262
Deferred tax assets				6(c)				14,516,753				18,231,572				22,441,327
	TOTAL NON-CURRENT ASSETS							218,490,651				251,119,777				260,857,634
	TOTAL ASSETS							555,732,352				569,146,752				602,616,503
CURRENT LIABILITIES
Payables				14				144,028,406				159,953,830				161,782,718
Interest bearing liabilities				15				188,484,663				171,413,834				142,395,212
Current tax liabilities				6(b)				290,809				135,944				58,887
Provisions				16				54,318,272				53,365,690				102,837,858
	TOTAL CURRENT LIABILITIES							387,122,150				384,869,298				407,074,675
NON-CURRENT LIABILITIES
Payables				14				704,179				7,986,959				28,491,815
Interest bearing liabilities				15				125,707,508				111,097,444				61,095,014
Provisions				16				6,357,177				6,883,413				7,978,203
	TOTAL NON-CURRENT LIABILITIES							132,768,864				125,967,816				97,565,032
	TOTAL LIABILITIES							519,891,014				510,837,114				504,639,707
PARTNERS’ EQUITY
Contributed equity				18				317,688,138				317,675,138				317,675,138
Reserves				19				12,374,551				12,570,229				12,570,229
Accumulated losses				20				(294,221,351	)			(271,935,729	)			(232,268,571	)
	TOTAL PARTNERS’ EQUITY							35,841,338				58,309,638				97,976,796
Outside equity interest				21				—				—				—
	TOTAL PARTNERS’ EQUITY							35,841,338				58,309,638				97,976,796
	TOTAL LIABILITIES AND PARTNERS’ EQUITY							555,732,352				569,146,752				602,616,503

F-101

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								Outside												Total
				Contributed				Equity				Accumulated								Partners’
				Equity				Interest				Losses				Reserves				Equity
Balance at June 30, 2001					317,675,137				485,688				(98,587,215	)			9,220,023				228,793,633
	Net loss												(130,027,170	)							(130,027,170	)
	Foreign currency translation																(303,980	)			(303,980	)
	Foreign Currency Translation Reserve — disposal												(3,645,848	)			3,645,848
	Asset Revaluation Reserve — disposal												(8,338	)			8,338
	Outside equity interest reduction								(485,688	)											(485,688	)
	Additional contributed equity				1																1
Balance at June 30, 2002					317,675,138				—				(232,268,571	)			12,570,229				97,976,796
	Net loss												(39,563,785	)							(39,563,785	)
	Initial adoption of AASB1028												(103,373	)							(103,373	)
Balance at June 30, 2003					317,675,138				—				(271,935,729	)			12,570,229				58,309,638
	Net loss												(22,481,300	)							(22,481,300	)
	Asset Revaluation Reserve — disposal												195,678				(195,678	)
		Additional contributed equity			13,000																13,000
Balance at June 30, 2004					317,688,138				—				(294,221,351	)			12,374,551				35,841,338

F-102

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							2004				2003				2002
							$				$				$
							Inflows				Inflows				Inflows
			Notes				(Outflows)				(Outflows)				(Outflows)
Cash flows from operating activities
	Cash receipts in the course of operations							941,655,101				836,176,622				856,792,111
	Cash payments in the course of operations							(908,776,962	)			(882,305,840	)			(870,905,731	)
	Interest received							1,160,246				1,935,297				3,689,606
	Borrowing costs paid							(13,589,472	)			(12,737,555	)			(13,368,875	)
	Income taxes (paid)/refunded			6(b)				—				79,774				(112,184	)
Net cash provided by/(used in) operating activities				30(c)				20,448,913				(56,851,702	)			(23,905,073	)
Cash flows from investing activities
	Proceeds on disposal of controlled entities							—				—				1,983,805
	Proceeds on disposal of property, plant and equipment							5,342,999				4,472,613				2,919,839
	Payments for businesses, (net of cash acquired)			30(b)				—				—				(1,246,831	)
	Payments for property, plant and equipment							(16,279,869	)			(48,512,695	)			(14,750,236	)
Net cash used in investing activities								(10,936,870	)			(44,040,082	)			(11,093,423	)
Cash flows from financing activities
	Proceeds from partner contributions							13,000				—				—
	Proceeds from borrowings							49,782,954				79,333,371				136,589,773
	Repayment of borrowings							(18,195,000	)			—				(79,935,051	)
	Dividends paid							—				—				(2,146	)
Net cash provided by financing activities								31,600,954				79,333,371				56,652,576
Net increase/(decrease) in cash held								41,112,997				(21,558,413	)			21,654,080
Cash at the beginning of the financial year								14,539,451				36,097,864				14,170,702
Effects of exchange rate fluctuations on the balances of cash held in foreign currencies								—				—				273,082
Cash at the end of the financial year				30(a)				55,652,448				14,539,451				36,097,864

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Note 1.	Statement of Significant Accounting Policies

	•	Manufacture of tyres for vehicles
	•	Wholesaling and retailing of vehicle and aircraft tyres in Australia

(a)	Basis of Preparation

(b)	Principles of Consolidation

	Controlled Entities

	Transactions Eliminated on Consolidation

(c)	Revenue Recognition — Note 3

F-104

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Note 1.	Statement of Significant Accounting Policies (Continued)

	Sale of Goods

	Rendering of Services

	Interest Revenue

	Sale of Non-Current Assets

(d)	Goods and Services Tax

(e)	Foreign Currency

	Transactions

	Translation of Controlled Foreign Entities

F-105

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Table of Contents

Note 1.	Statement of Significant Accounting Policies (Continued)

(f)	Derivatives

	Hedges

	Anticipated Transactions

F-106

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Note 1.	Statement of Significant Accounting Policies (Continued)

	Other Hedges

(g)	Borrowing Costs

(h)	Taxation — Note 6

	Consolidated Entity

	Controlled Entities

(i)	Accounting for Acquisitions

F-107

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Note 1.	Statement of Significant Accounting Policies (Continued)

Goodwill Acquired		Write-Off Period
Up to $1.25m		Written off over 5 years in equal instalments, but at a rate of not less than $250,000 pa
Over $1.25m		Written off over 20 years on a straight line basis, but at a rate of not less than $250,000 pa

	Acquisitions of Assets

	Subsequent Additional Costs

F-108

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Note 1.	Statement of Significant Accounting Policies (Continued)

	Research and Development Costs

(j)	Use and Revisions of Accounting Estimates

	Trade Debtors

(l)	Inventories — Note 9

	Manufacturing Activities

	Net Realisable Value

(m)	Investments — Note 11

F-109

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Note 1.	Statement of Significant Accounting Policies (Continued)

(n)	Leased Assets

	Operating Leases

(o)	Recoverable Amount of Non-Current Assets Valued on Cost Basis

(p)	Depreciation and Amortisation

	Complex Assets

	Useful Lives

		2004				2003				2002
Freehold buildings			2.50%				2.50%				2.50%
Leasehold buildings and improvements			2.5%-40%				2.5%-40%				2.5%-40%
Plant and equipment			6.7%-33.33%				6.7%-33.33%				6.7%-33.33%
Leased plant and equipment			10%-20%				10%-20%				10%-20%

F-110

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Note 1.	Statement of Significant Accounting Policies (Continued)

(q)	Payables — Note 14

(r)	Interest Bearing Liabilities — Note 15

(s)	Employee Benefits

	Wages, Salaries, Annual Leave, Sick Leave and Non-Monetary Benefits

	Long Service Leave

	Superannuation Plan

(t)	Provisions

F-111

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Note 1.	Statement of Significant Accounting Policies (Continued)

	Restructuring and Rationalisation

	Surplus Leased Premises

(u)	Advertising

(v)	Environmental Remediation

Note 2.	Change in Accounting Policy

	Employee Benefits

	•	$103,373 increase in provision for employee benefits
	•	$103,373 decrease in opening retained profits

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Note 3.	Revenue from Ordinary Activities

			2004				2003				2002
			$				$				$
Sale of goods revenue from ordinary activities				763,609,409				737,027,575				769,790,943
Rendering of services revenue from ordinary activities				55,127,229				56,569,421				59,595,043
Other revenue from ordinary activities
Interest:
	Associated entities			27,693				814,052				1,828,580
	Other parties			1,132,553				1,121,245				1,861,026
Revenues from outside ordinary activities
	Gross proceeds from sale of non-current assets			5,342,999				4,472,613				3,926,091
Total other revenue				6,503,245				6,407,910				7,615,697
Total revenue from ordinary activities				825,239,883				800,004,906				837,001,683

Note 4.	Profit from Ordinary Activities Before Income Tax Expense

		2004				2003				2002
		$				$				$
Closure of Footscray & Thomastown tyre factories			9,458,682				3,927,911				94,900,000
Closure of BA Hamill			—				(1,769,227	)			2,900,000
Retail store restructure programme			—				928,524				1,924,813
Reverse Radial truck factory plant & equipment storage and removal provision			(1,967,197	)			—				—
Closure of radial truck tyre factory			—				—				(3,516,017	)
Norhead dispute settlement			—				2,565,442				1,500,000
Retreading plant closures			513,743				—				—
Somerton factory plant & equipment stocktake loss			4,036,631				—				—
Write down of Thomastown/Footscray properties to recoverable amount			2,219,064				—				—
Activity alignment			—				—				(4,600,437	)
Superannuation shortfall deficit/(gain) accrual			(2,470,000	)			4,100,000				—
			11,790,923				9,752,650				93,108,359

		2004				2003				2002
		$				$				$
Cost of goods sold			591,739,184				587,501,675				647,665,319
Write-down of Property, Plant & Equipment to recoverable amount			2,219,064				—				—

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Note 4.	Profit from Ordinary Activities Before Income Tax Expense (Continued)

			2004				2003				2002
			$				$				$
Depreciation of:
	Buildings			251,849				175,527				104,319
	Plant and equipment			21,894,326				19,469,383				26,628,428
				22,146,175				19,644,910				26,732,747
Amortisation of:
	Leasehold land and buildings			1,158,908				1,076,008				1,315,525
	Goodwill			297,389				287,389				485,062
				1,456,297				1,363,397				1,800,587
Total depreciation and amortisation				23,602,472				21,008,307				28,533,334
Borrowing costs
	Associated entities			8,904,264				5,816,482				3,164,641
	Bank loans and overdrafts			13,033,678				12,017,621				10,495,907
Total borrowing costs				21,937,942				17,834,103				13,660,548

			2004				2003				2002
			$				$				$
Research and development expenditure
	Expensed as incurred			1,573,420				2,849,443				1,938,620
Net bad and doubtful debts expense including movements in provision for doubtful debts				624,867				619,922				1,487,774
Net expense for movements in provision for:
	Employee entitlements			23,330,487				18,361,047				83,347,032
	Rationalisation and restructuring costs			2,162,833				2,565,442				91,183,546
	Rebates and allowances			27,265,039				19,542,569				19,979,619
Net foreign exchange (gain)/loss:
	Borrowings			165,022				(8,205	)			(13,907	)
Net loss on disposal/writedown of non-current assets:
	Property, plant and equipment			6,134,607				7,721,228				13,327,002
	Investments			—				—				625,815
Operating lease rental expense
	Minimum lease payments			30,522,660				30,138,477				31,589,141

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Note 5.	Auditors’ Remuneration

			2004				2003				2002
			$				$				$
Audit services
	Auditors of the company — KPMG Australia			312,437				330,000				388,622
For other services
	Auditors of the company — KPMG Australia			3,901				—				2,550

Note 6.	Taxation

(a)	Income Tax Expense

			2004				2003				2002
			$				$				$
Prima facie income tax expense/(benefit) calculated at 30% (2003: 30%) (2002: 30%) on the profit/(loss) from ordinary activities				(5,583,485	)			(10,606,784	)			(43,081,846	)
Increase in income tax expense due to:
	Depreciation on buildings			68,953				65,465				61,316
	Amortisation of goodwill			89,217				86,217				145,519
	Thin Capitalisation			1,033,514				401,549				—
	Entertainment			322,092				213,606				196,069
	Sundry items			412,945				84,401				219,335
Decrease in income tax expense due to:
	Effects of lower/ higher rates of tax on overseas income			—				—				157
	Tax at standard rate on consolidated entity profits attributed to partners			(7,679,125	)			(13,350,470	)			(29,039,039	)
Income tax expense/(benefit) on operating profit/(loss) before individually significant income tax items				4,022,361				3,594,924				(13,420,725	)
Add: Income tax under/(over) provided in prior year				(152,677	)			612,913				(158,728	)
Income tax expense/(benefit) attributable to operating profit				3,869,684				4,207,837				(13,579,453	)
Income tax expense/(benefit) attributable to operating profit is made up of:
Current income tax provision				4,633,950				2,057,845				(11,560,219	)
Under/(over) provision in prior year				(152,677	)			612,913				(158,728	)
Future income tax benefit				(611,589	)			1,537,079				(1,860,506	)
				3,869,684				4,207,837				(13,579,453	)

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Note 6.	Taxation (Continued)

(b)	Current Tax Liabilities

		2004				2003				2002
		$				$				$
Provision for current income tax
Movements during the year:
Balance at the beginning of year			135,944				58,887				167,096
Income tax (paid)/received			—				79,774				(112,184	)
Under/(over) provision in prior year			539				635,755				(72,516	)
Current year’s income tax expense/(benefit) on operating loss			4,633,949				2,057,845				(11,560,219	)
Disposal of controlled entity			—				—				78,048
Tax loss transferred to FITB			(4,479,623	)			(2,696,317	)			11,558,662
			290,809				135,944				58,887

(c)	Deferred Tax Assets

		2004				2003				2002
		$				$				$
Accumulated non-allowable provisions			5,761,608				4,979,376				6,499,991
Accumulated tax losses			8,755,145				13,252,196				15,941,336
			14,516,753				18,231,572				22,441,327

Trading stock adjustments			166,306				36,887				30,409
Depreciation on property, plant and equipment			(1,586,941	)			(2,018,708	)			(2,132,392	)
Provisions			6,892,310				6,931,368				8,533,692
Accruals			237,699				160,408				251,990
Accumulated tax losses			8,755,145				13,252,196				15,941,336
Other			52,234				(130,579	)			(183,708	)
			14,516,753				18,231,572				22,441,327

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Note 6.	Taxation (Continued)

Note 7.	Cash Assets

		2004				2003				2002
		$				$				$
Cash			56,435,875				5,629,939				8,400,672
Bank short term deposits, maturing daily and paying interest at a weighted average interest rate of 4.7% (2003: 4.5%) (2002: 4.7%)			—				9,600,000				28,700,000
			56,435,875				15,229,939				37,100,672

Note 8.	Receivables

		2004				2003				2002
		$				$				$
Current
Gross debtors			127,149,457				132,004,740				138,762,403
Less: Provision for doubtful trade debtors			(1,730,468	)			(2,655,040	)			(3,050,317	)
			125,418,989				129,349,700				135,712,086
Other debtors			4,755,891				8,091,930				5,945,571
			130,174,880				137,441,630				141,657,657
Non-current
Other debtors			1,651,270				9,546,303				30,384,952
			131,826,150				146,987,933				172,042,609

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Note 9.	Inventories

		2004				2003				2002
		$				$				$
Current
Raw materials and stores at cost			8,406,434				11,548,888				10,302,933
Less: Provision for stock obsolescence			(56,185	)			(462,697	)			(490,527	)
Raw materials and stores at net realisable value			8,350,249				11,086,191				9,812,406
Work in progress at cost			5,024,033				7,779,196				4,950,537
Less: Provision for stock obsolescence			—				—				(70,301	)
Work in progress at net realisable value			5,024,033				7,779,196				4,880,236
Finished goods at cost			132,113,591				138,819,804				142,658,001
Less: Provision for stock obsolescence			(853,652	)			(889,531	)			(1,816,842	)
Finished goods at net realisable value			131,259,939				137,930,273				140,841,159
Other stocks at cost			3,215,229				6,519,272				6,390,959
Less: Provision for stock obsolescence			(438,257	)			(1,282,795	)			(1,182,795	)
Other stocks at net realisable value			2,776,972				5,236,477				5,208,164
			147,411,193				162,032,137				160,741,965

Note 10.	Other Current Assets

		2004				2003				2002
		$				$				$
Prepayments			3,219,753				3,323,269				2,258,575

Note 11.	Other Financial Assets

		2004				2003				2002
		$				$				$
Non-current
Investments in controlled entities
Unlisted shares at cost			—				—				—
			—				—				—

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Note 12.	Property, Plant and Equipment

			2004				2003				2002
			$				$				$
Freehold land
	At cost			2,508,947				3,350,000				3,350,000
				2,508,947				3,350,000				3,350,000
Freehold buildings
	At cost			10,769,845				11,886,348				11,841,455
	Accumulated depreciation			(1,275,597	)			(1,184,367	)			(1,008,840	)
				9,494,248				10,701,981				10,832,615
Leasehold land and buildings
	At cost			34,438,146				57,165,525				57,096,991
	Accumulated amortisation			(6,779,839	)			(7,366,006	)			(6,667,761	)
				27,658,307				49,799,519				50,429,230
	Held for sale at recoverable amount			19,104,877				—				—
				46,763,184				49,799,519				50,429,230
Plant and equipment
	At cost			346,754,924				357,168,327				369,419,397
	Accumulated depreciation			(211,578,026	)			(227,312,706	)			(242,149,279	)
				135,176,898				129,855,621				127,270,118
	Held for sale at recoverable amount			145,123				—				—
				135,322,021				129,855,621				127,270,118
Buildings and plant under construction
	At cost			3,735,276				24,717,907				10,945,130
Total property, plant and equipment net book value				197,823,676				218,425,028				202,827,093

		2004				2003				2002
		$				$				$
Carrying amount at the beginning of year			3,350,000				3,350,000				3,350,000
Disposals			(841,053	)			—				—
Carrying amount at the end of year			2,508,947				3,350,000				3,350,000

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Note 12.	Property, Plant and Equipment (Continued)

		2004				2003				2002
		$				$				$
Buildings
Carrying amount at the beginning of year			10,701,981				10,832,615				11,539,044
Currency conversion			—				—				(101,481	)
Additions			—				—				11,706
Transfer from capital works in progress			12,543				44,893				30,818
Disposal of businesses/subsidiary (net)			—				—				(543,153	)
Disposals			(968,427	)			—				—
Depreciation			(251,849	)			(175,527	)			(104,319	)
Carrying amount at the end of year			9,494,248				10,701,981				10,832,615
Leasehold land and buildings
Carrying amount at the beginning of year			49,799,519				50,429,230				51,725,245
Transfer from capital works in progress			344,534				458,306				39,515
Disposals			(2,221,960	)			(12,009	)			(20,005	)
Depreciation			(1,158,909	)			(1,076,008	)			(1,315,525	)
Carrying amount at the end of year			46,763,184				49,799,519				50,429,230
Plant and equipment
Carrying amount at the beginning of year			129,855,621				127,270,118				151,296,771
Currency conversion			—				—				(31,013	)
Acquired businesses/ subsidiaries			—				—				458,033
Additions			189,115				11,306				188,971
Transfer from capital works in progress			36,562,647				34,225,413				15,784,417
Disposals			(9,391,035	)			(12,181,833	)			(13,639,725	)
Disposal of businesses/subsidiary (net)			—				—				(158,909	)
Depreciation			(21,894,327	)			(19,469,383	)			(26,628,427	)
Carrying amount at the end of year			135,322,021				129,855,621				127,270,118
Capital works in progress
Carrying amount at the beginning of year			24,717,907				10,945,130				14,837,434
Acquired businesses/ subsidiaries			—				—				458,033
Additions			16,090,754				48,501,389				14,549,558
Transfer to property, plant and equipment			(36,919,723	)			(34,728,612	)			(16,312,783	)
Other disposals			(153,662	)			—				(2,587,112	)
Carrying amount at the end of year			3,735,276				24,717,907				10,945,130

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Note 13.	Intangibles

		2004				2003				2002
		$				$				$
Goodwill — at cost			5,847,772				7,268,104				7,768,104
Accumulated amortisation			(1,348,820	)			(2,351,230	)			(2,563,842	)
			4,498,952				4,916,874				5,204,262

Note 14.	Payables

			2004				2003				2002
			$				$				$
Current
Trade creditors				108,050,790				115,985,030				117,076,110
Accrued liabilities				35,797,893				41,841,676				43,903,827
Other creditors				179,723				2,127,124				802,781
	Total Current			144,028,406				159,953,830				161,782,718
Non-current
Trade creditors				704,179				752,291				871,199
Other creditors				—				7,234,668				27,620,616
	Total Non Current			704,179				7,986,959				28,491,815
	Total Payables			144,732,585				167,940,789				190,274,533

			2004				2003				2002
			$				$				$
Current
Bank overdrafts — secured				783,427				—				—
Bank overdrafts — unsecured				—				690,488				1,002,808
Bank loans — secured				77,638,119				—				—
Bank loans — unsecured				—				95,833,119				65,897,645
Goodyear Australia Pty Ltd loans				35,033,668				—				—
Securitisation				75,029,449				74,890,227				75,494,759
	Total Current			188,484,663				171,413,834				142,395,212
Non-current
Partner Loan — Pacific Dunlop Tyres Pty Ltd				62,853,754				55,548,722				30,547,507
Partner Loan — Goodyear Tyres Pty Ltd				62,853,754				55,548,722				30,547,507
	Total Non Current			125,707,508				111,097,444				61,095,014
	Total Interest bearing liabilities			314,192,171				282,511,278				203,490,226

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Note 15.	Interest Bearing Liabilities (Continued)

	•	PDL exercising the put option (no earlier than August 2005);
	•	the tenth anniversary of the Agreements (October 2011); and
	•	the dissolution of the partnership (not expected.)

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Note 15.	Interest Bearing Liabilities (Continued)

		2004				2003				2002
		$				$				$
Total facilities available:
Bank overdrafts			2,000,000				6,500,000				6,500,000
Bank loans			71,650,000				90,000,000				105,500,000
Trade bills			6,000,000				6,000,000				6,000,000
			79,650,000				102,500,000				118,000,000
Facilities utilised at balance date:
Bank overdrafts			743,773				574,845				1,012,585
Bank loans			71,650,000				90,000,000				63,500,000
Trade bills			4,859,813				5,589,308				2,247,952
			77,253,586				96,164,153				66,760,537
Facilities not utilised at balance date:
Bank overdrafts			1,256,227				5,925,155				5,487,415
Bank loans			—				—				42,000,000
Trade bills			1,140,187				410,692				3,752,048
			2,396,414				6,335,847				51,239,463

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Note 16.	Provisions

		2004				2003				2002
		$				$				$
Current
Employee entitlements			33,143,515				30,803,805				35,447,716
Rationalisation and restructuring			13,995,281				16,981,066				60,411,626
Rebates			7,179,476				5,580,819				6,978,516
			54,318,272				53,365,690				102,837,858
Non-current
Employee entitlements			6,357,177				6,883,413				7,978,203
			6,357,177				6,883,413				7,978,203

		2004				2003				2002
		$				$				$
Carrying amount at beginning of year			16,981,066				60,411,626				14,084,483
Provisions made during the year			2,162,833				2,565,442				91,183,546
Provision utilised by loss on disposal/scrappings of assets			—				(8,475,000	)			(13,100,000	)
Payments made during the period			(5,148,618	)			(37,521,002	)			(31,756,403	)
Carrying amount at end of year			13,995,281				16,981,066				60,411,626

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Note 16.	Provisions (Continued)

		2004				2003				2002
		$				$				$
Rebates
Carrying amount at beginning of year			5,580,819				6,978,516				6,236,155
Provisions made during the year			27,265,039				19,542,569				19,979,619
Payments made during the period			(25,666,382	)			(20,940,266	)			(19,237,258	)
Carrying amount at end of year			7,179,476				5,580,819				6,978,516
Number of employees			3,063				3,133				3,730

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Note 17.	Amounts Payable/ Receivable in Foreign Currencies

		2004				2003				2002
		$				$				$
United States dollars
Amounts payable:
Current			779,816				872,599				1,382,011
Japanese Yen
Amounts payable:
Current			—				—				1,432,379
Euro dollar
Amounts payable:
Current			764,127				435,439				195,889
Total			1,543,943				1,308,038				3,010,279

Note 18.	Contributed Equity

		2004				2003				2002
		$				$				$
Goodyear Tyres Pty Ltd
Contributed equity at the beginning of year			158,837,569				158,837,569				158,837,569
Additional contributed equity			13,000				—				—
Contributed equity at the end of year			158,850,569				158,837,569				158,837,569
Pacific Dunlop Tyres Pty Ltd
Contributed equity at the beginning of year			158,837,569				158,837,569				158,837,569
Contributed equity at the end of year			158,837,569				158,837,569				158,837,569
			317,688,138				317,675,138				317,675,138

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Note 19.	Reserves

		2004				2003				2002
		$				$				$
Asset revaluation			12,374,551				12,570,229				12,570,229
			12,374,551				12,570,229				12,570,229
Movements during the year
Asset revaluation reserve
Balance at the beginning of year			12,570,229				12,570,229				12,561,891
Transferred to retained profits			(195,678	)			—				8,338
Balance at the end of year			12,374,551				12,570,229				12,570,229
Foreign currency translation reserve
Balance at the beginning of year			—				—				(3,341,868	)
Translation adjustment on assets and liabilities held in foreign currencies			—				—				(303,980	)
Transferred to retained profits			—				—				3,645,848
Balance at the end of year			—				—				—

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Note 20.	Accumulated Losses

		2004				2003				2002
		$				$				$
Goodyear Tyres Pty Ltd
Accumulated losses at the beginning of year			(136,469,457	)			(116,635,878	)			(49,795,200	)
Net loss attributable to partners			(11,240,650	)			(19,781,893	)			(65,013,585	)
Amounts transferred from reserves			97,839				—				(1,827,093	)
Net effect of initial adoption of Revised AASB 1028 “Employee Benefits”			—				(51,686	)			—
Accumulated losses at the end of year			(147,612,268	)			(136,469,457	)			(116,635,878	)
Pacific Dunlop Tyres Pty Ltd
Accumulated losses at the beginning of year			(135,466,272	)			(115,632,693	)			(48,792,015	)
Net loss attributable to partners			(11,240,650	)			(19,781,892	)			(65,013,585	)
Amounts transferred from reserves			97,839				—				(1,827,093	)
Net effect of initial adoption of Revised AASB 1028 “Employee Benefits”			—				(51,687	)			—
Accumulated losses at the end of year			(146,609,083	)			(135,466,272	)			(115,632,693	)
			(294,221,351	)			(271,935,729	)			(232,268,571	)

Note 21.	Outside Equity Interest

		2004				2003				2002
		$				$				$
Outside equity interest in controlled entities comprise:
Interest in retained profits at the beginning of the financial year after adjusting for outside equity interests in entities			—				—				1,034,550
Interest in operating profit after income tax			—				—				470
Interest in dividends provided for or paid			—				—				(2,146	)
Disposal of Interest in Retained Profits			—				—				(1,032,874	)
Interest in retained profits at the end of the financial year			—				—				—
Interest in share capital			—				—				—
Interest in reserves			—				—				—
Total outside equity interest			—				—				—

Note 22.	Additional Financial Instruments Disclosure

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Note 22.	Additional Financial Instruments Disclosure (continued)

						Fixed interest maturity in:
						Weighted
						average																More				Non-
						interest				Floating				1 year or				Over 1 year				than				interest
		Note				rate				interest rate				less				to 5 years				5 years				bearing				Total
2004
Financial assets
Cash			7				4.74	%			56,343,803																92,072				56,435,875
Receivables			8				—																				131,826,150				131,826,150
											56,343,803																131,918,222				188,262,025
Financial liabilities
Bank overdrafts and loans			15				8.65	%			73,561,733																				73,561,733
Securitisation			15				5.60	%			75,029,449																				75,029,449
Partner Loans			15				6.31	%			160,741,176																				160,741,176
Trade bills			15				8.15	%			4,859,813																				4,859,813
Accounts payable			14																								144,732,585				144,732,585
Employee entitlements			16				0.00	%							33,143,515				3,378,237				2,978,940								39,500,692
											314,192,171				33,143,515				3,378,237				2,978,940				144,732,585				498,425,448
Interest rate swaps											(20,000,000	)			20,000,000
2003
Financial assets
Cash			7				4.51	%			15,133,917																96,022				15,229,939
Receivables			8				—																				146,987,933				146,987,933
											15,133,917																147,083,955				162,217,872
Financial liabilities
Bank overdrafts and loans			15				8.27	%			90,934,299																				90,934,299
Securitisation			15				4.88	%			74,890,227																				74,890,227
Partner Loans			15				5.35	%			111,097,444																				111,097,444
Trade bills			15				5.66	%			5,589,308																				5,589,308
Accounts payable			14																								167,940,789				167,940,789
Employee entitlements			16				1.30	%							30,803,805				3,177,964				3,705,449								37,687,218
											282,511,278				30,803,805				3,177,964				3,705,449				167,940,789				488,139,285
Interest rate swaps											(50,000,000	)			30,000,000				20,000,000

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Note 22.	Additional Financial Instruments Disclosure (continued)

						Fixed interest maturity in:
						Weighted
						average																More				Non-
						interest				Floating				1 year or				Over 1 year				than				interest
		Note				rate				interest rate				less				to 5 years				5 years				bearing				Total
2002
Financial assets
Cash			7				4.70	%			37,092,372																8,300				37,100,672
Receivables			8				—																				172,042,609				172,042,609
											37,092,372				—				—				—				172,050,909				209,143,281
Financial liabilities
Bank overdrafts and loans			15				6.59	%			64,652,501																				64,652,501
Securitisation			15				5.06	%			75,494,759																				75,494,759
Partner Loans			15				5.46	%			61,095,014																				61,095,014
Trade bills			15				5.32	%			2,247,952																				2,247,952
Accounts payable			14																								190,274,533				190,274,533
Employee entitlements			16				2.00	%							35,447,716				4,278,361				3,699,842								43,425,919
											203,490,226				35,447,716				4,278,361				3,699,842				190,274,533				437,190,678
Interest rate swaps											(50,000,000	)			20,000,000				30,000,000

(b)	Foreign exchange risk

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Note 22.	Additional Financial Instruments Disclosure (continued)

		Average rate
														2004				2003				2002
		2004				2003				2002				$				$				$
Buy US Dollars
Not later than one year			0.7029				0.63				0.56				17,860,867				26,558,702				43,978
Later than one year but not later than two years															—				—				—
Later than two year but not later than three years															—				—				—
															17,860,867				26,558,702				43,978
Sell US Dollars
Not later than one year			0.7155				0.64				—				1,623,900				814,196				—
Later than one year but not later than two years															—				—				—
Later than two year but not later than three years															—				—				—
															1,623,900				814,196				—
Buy EURO dollars
Not later than one year			0.59				0.55				0.60				5,693,338				9,937,775				1,096,037
Later than one year but not later than two years															—				—				—
Later than two year but not later than three years															—				—				—
															5,693,338				9,937,775				1,096,037
Sell EURO dollars
Not later than one year			0.61				0.55				—				18,245				179,783				—
Later than one year but not later than two years															—				—				—
Later than two year but not later than three years															—				—				—
															18,245				179,783				—
Buy Japanese yen
Not later than one year			79.33				70.57				67.3				1,560,868				2,101,635				223,131
Later than one year but not later than two years															—				—				—
Later than two year but not later than three years															—				—				—
															1,560,868				2,101,635				223,131
Sell Japanese yen
Not later than one year			76.45				73.94				—				133,059				56,934				—
Later than one year but not later than two years															—				—				—
Later than two year but not later than three years															—				—				—
															133,059				56,934				—
Buy English pound
Not later than one year			—				0.39				0.37				—				77,119				71,779
Later than one year but not later than two years															—				—				—
Later than two year but not later than three years															—				—				—
															—				77,119				71,779

		2004								2003								2002
		Gains				Losses				Gains				Losses				Gains				Losses
		$				$				$				$				$				$
Not later than one year			778,676				80,710				44,231				2,021,565				54,818				—
Later than one year but not later than two years			—				—				—				—				—				—
Later than two year but not later than three years			—				—				—				—				—				—

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Note 22.	Additional Financial Instruments Disclosure (continued)

	Recognised Financial Instruments

	Valuation approach

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Note 22.	Additional Financial Instruments Disclosure (continued)

		2004								2003								2002
		Carrying				Net fair				Carrying				Net fair				Carrying				Net fair
		amount				value				amount				value				amount				value
		$				$				$				$				$				$
Financial assets
Cash assets			56,435,875				56,435,875				15,229,939				15,229,939				37,100,672				37,100,672
Receivables			131,826,150				131,826,150				146,987,933				146,987,933				172,042,609				172,042,609
Financial liabilities
Payables			144,732,585				144,732,585				167,940,789				167,940,789				190,274,533				190,274,533
Bank overdrafts and loans			73,561,733				73,561,733				90,934,299				90,934,299				64,652,501				64,652,501
Securitisation			75,029,449				75,029,449				74,890,227				74,890,227				75,494,759				75,494,759
Partner Loans			160,741,176				160,741,176				111,097,444				111,097,444				61,095,014				61,095,014
Trade bills			4,859,813				4,859,813				5,589,308				5,589,308				2,247,952				2,247,952
Employee entitlements			39,572,002				39,572,002				37,687,218				37,687,218				43,425,919				43,425,919

		2004				2003				2002
		$				$				$
Forward foreign exchange contracts gains/(losses)			697,966				(1,977,334	)			54,818

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Note 23.	Commitments

			2004				2003				2002
			$				$				$
Capital expenditure commitments
Plant
	Contracted but not provided for and payable within one year			951,935				3,311,414				4,505,841
				951,935				3,311,414				4,505,841
Lease commitments
Operating lease expense commitments
	Future operating lease commitments not provided for in the financial statements and payable:
	Within one year			29,992,274				23,865,262				25,799,409
	One year or later and no later than five years			60,779,467				47,292,290				48,518,490
	Later than 5 years			6,720,240				15,992,314				10,596,215
				97,491,981				87,149,866				84,914,114

Note 24.	Contingent Liabilities

Note 25.	Related Party Transactions

		2004				2003				2002
Lease Payments		$				$				$
Ansell Limited Group Companies			217,885				217,885				217,885
Goodyear Tire & Rubber Co. Group Companies			75,273				75,273				75,273

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Note 25.	Related Party Transactions (Continued)

		2004				2003				2002
		$				$				$
Interest expense			—				—				1,750,000
Interest revenue			—				—				1,750,000

		2004				2003				2002
		$				$				$
Sale of goods and services
Ansell Limited Group Companies			—				—				37,791
Goodyear Tire & Rubber Co. Group Companies			7,044,157				1,357,021				4,396,011
Purchase of goods and services
Ansell Limited Group Companies			—				4,092				1,252,256
Goodyear Tire & Rubber Co. Group Companies			115,062,875				118,165,909				107,439,259

		2004				2003				2002
		$				$				$
Current receivables
Goodyear Tire & Rubber Co. Group Companies			588,874				182,079				526,745
Current payables
Ansell Limited Group Companies			—				—				81,767
Goodyear Tire & Rubber Co. Group Companies			20,921,867				21,072,760				23,663,413

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Note 25.	Related Party Transactions (Continued)

Mr. Richard Kramer		Dr Edward Tweddell		Mr. Robert W. Tieken
Mr. Hugh D. Pace		Mr. Herbert J. Elliott		Mr. Clark E. Sprang
Ms. Janell Lopus		Mr. Douglas Tough		Mr. Harry Boon
Mr. Harold Smith		Mr. David Graham

Note 26.	Superannuation Commitments

2002

$

Net Assets

148,178,000

Accrued benefits

148,802,000

Deficiency

(624,000

)

Vested benefits

146,578,000

Country

Australia

Benefit type

Defined benefit/Accumulation

Basis of contribution

Balance of cost/Defined contribution

Date of last actuarial valuation

6/30/2002

Actuary

Mercer Human Resource Consulting Pty Ltd

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Note 26.	Superannuation Commitments (Continued)

Balance of cost		The consolidated entity’s contribution is assessed by the Actuary after taking into account the member’s contribution and the value of assets.
Defined contribution		The consolidated entity’s contribution is set out in the appropriate fund rules, usually as a fixed percentage of salary.

Note 27.	Segment Reporting

Note 28.	Particulars Relating to Controlled Entities

																										Contribution to the Consolidated
						Beneficial																				Profit After Tax Inclusive of Abnormal
						Interest								Book Value of												Items and After Deducting the Amount
						Held by								Consolidated Entity’s Investment												Attributable to Outside Equity Interest
		Place of				Consolidated				Class of
Name of Company		Incorporation				Entity				Share				2004				2003				2002				2004				2003				2002
South Pacific Tyres																											(28,982,129	)			(44,501,568	)			(96,796,795	)
Tyre Marketers (Australia) Limited			Vic				100	%			Ordinary				21,496,245				21,496,245				21,496,245				8,559,276				4,952,958				(33,840,907	)
Sacrt Trading Pty Ltd			Vic				100	%			Ordinary																491,696				158,826				365,417
South Pacific Tyres (PNG) Pty. Ltd.			PNG				80	%			Ordinary																—				—				27,119
Dunlop PNG Pty. Ltd.			PNG				80	%			Ordinary																—				—				(25,244	)
Consolidation adjustments																											(2,550,143	)			(174,001	)			243,240
															21,496,245				21,496,245				21,496,245				(22,481,300	)			(39,563,785	)			(130,027,170	)

Note 29.	Events Subsequent to Balance Date

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Note 29.	Events Subsequent to Balance Date (Continued)

	•	Assessment and planning phase
	•	Design phase
	•	Implementation phase

	•	financial instruments must be recognised in the statement of financial position and all derivatives and most financial assets must be carried at fair value
	•	income tax will be calculated based on the “balance sheet” approach, which may result in more deferred tax assets and liabilities and, as tax effects follow the underlying transaction, some tax effects will be recognised in equity
	•	surpluses and deficits in the defined benefit superannuation plans sponsored by the entities within the consolidated entity will be recognised in the statement of financial position and the statement of financial performance
	•	revaluation increments and decrements relating to revalued property, plant and equipment and intangible assets will be recognised on an individual asset basis, not a class of asset basis
	•	intangible assets:

	—	internally generated intangible assets will not be recognised
	—	intangible assets can only be revalued if there is an active market

	•	goodwill and intangible assets with indefinite useful lives will be tested for impairment annually and will not be amortised
	•	impairment of assets will be determined on a discounted basis, with strict tests for determining whether goodwill and cash generating operations have been impaired
	•	changes in accounting policies will be recognised by restating comparatives rather than making current year adjustments with note disclosure of prior year effects.

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Note 29.	Events Subsequent to Balance Date (Continued)

Note 30.	Notes to the Statements of Cash Flows

(a)	Reconciliation of Cash

		2004				2003				2002
		$				$				$
Cash assets			56,435,875				5,629,939				8,400,672
Cash on deposit			—				9,600,000				28,700,000
Bank overdrafts			(783,427	)			(690,488	)			(1,002,808	)
			55,652,448				14,539,451				36,097,864

(b)	Acquisition/Disposal of Businesses and Entities

	Acquisitions of Businesses

			2004				2003				2002
			$				$				$
Net assets acquired/disposed
	Property, plant and equipment			—				—				458,033
	Inventories			—				—				298,112
	Receivables			—				—				268,685
	Creditors			—				—				—
				—				—				1,024,830
Goodwill				—				—				222,001
Consideration
	Cash paid/(received)			—				—				1,246,831
Outflow/(inflow) of cash
	Cash consideration			—				—				1,246,831

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Note 30.	Notes to the Statements of Cash Flows (Continued)

	Disposal of Entities

			2004				2003				2002
			$				$				$
Consideration (Cash)				—				—				1,983,805
Net assets of entity disposed of
	Property, plant and equipment			—				—				702,062
	Inventories			—				—				2,174,162
	Receivables			—				—				1,096,993
	Other assets			—				—				60,964
	Prepayments			—				—				82,822
	Creditors			—				—				(952,514	)
	Other liabilities and provisions			—				—				(146,852	)
	Outside equity			—				—				(408,017	)
				—				—				2,609,620
Profit/(loss) on disposal				—				—				(625,815	)

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Note 30.	Notes to the Statements of Cash Flows (Continued)

(c)	Reconciliation of Profit/(Loss) From Ordinary Activities After Income Tax to Net Cash Provided by Operating Activities

			2004				2003				2002
			$				$				$
Loss from ordinary activities after income tax				(22,481,300	)			(39,563,785	)			(130,026,700	)
Add /(less) items classified as investing/financing activities:
	(Profit)/loss on sale of non-current assets			6,134,607				7,721,228				13,327,002
	(Profit)/loss on sale of controlled entities			—				—				625,815
Add /(less) non-cash items:
	Amortisation			1,456,297				1,363,397				1,800,587
	Depreciation			22,146,175				19,644,910				26,732,747
	Write-down of Property, Plant & Equipment			2,219,064				—				—
	Amounts set aside to provisions			(924,572	)			40,073,781				134,902,663
	(Decrease)/increase in income taxes payable			154,865				77,057				(180,144	)
	Decrease/(increase) in future income tax benefit			3,714,819				4,209,755				(13,605,285	)
	Write-off bad trade debts			1,549,439				1,015,199				1,386,762
Net cash provided by operating activities before change in assets and liabilities				13,969,394				34,541,542				34,963,447
Change in assets and liabilities adjusted for effects of purchase and disposal of controlled entities during the financial year:
	(Increase)/decrease in receivables			14,536,916				3,494,488				(13,406,489	)
	(Increase)/decrease in inventories			14,620,947				(1,290,172	)			4,628,518
	(Increase)/decrease in prepayments			103,514				(1,064,694	)			180,180
	(Decrease)/increase in accounts payable			(23,186,218	)			(22,333,744	)			20,283,451
	(Decrease)/increase in provisions			404,360				(70,199,122	)			(70,029,855	)
	(Decrease)/increase in reserves			—				—				(524,325	)
				6,479,519				(91,393,244	)			(58,868,520	)
Net cash provided by/(used in) operating activities				20,448,913				(56,851,702	)			(23,905,073	)

Note 31.	Summary of Significant Differences Between Generally Accepted Accounting Principles in Australia and Generally Accepted Accounting Principles in the United States — RESTATED

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Note 31.	Summary of Significant Differences Between Generally Accepted Accounting Principles in Australia and Generally Accepted Accounting Principles in the United States — RESTATED (Continued)

Note 32.	Major Differences Between Australian GAAP and US GAAP

F-142

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Note 32.	Major Differences Between Australian GAAP and US GAAP (Continued)

F-143

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Note 32.	Major Differences Between Australian GAAP and US GAAP (Continued)

						Restated
		2004				2003				2002
Australian operations			(18,611,616	)			(35,355,948	)			(143,606,153	)
Foreign operations			—				—				—
Total			(18,611,616	)			(35,355,948	)			(143,606,153	)

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Note 32.	Major Differences Between Australian GAAP and US GAAP (Continued)

						Restated
		2004				2003				2002
Trading stock adjustments			166,306				36,887				30,409
Provisions			6,892,310				6,931,368				8,533,692
Accruals			237,699				160,408				251,990
Accumulated tax losses			8,755,145				13,252,196				15,941,336
Accumulated capital losses			6,381,352				6,624,304				6,845,261
Other			52,234				—				—
			22,485,046				27,005,163				31,602,688
Less Valuation allowance			(6,381,352	)			(6,624,304	)			(6,845,261	)
Total deferred assets			16,103,694				20,380,859				24,757,427
Total deferred liabilities
Property, plant and equipment			(1,586,941	)			(2,018,708	)			(2,132,392	)
Other			—				(130,579	)			(183,708	)
Total deferred liabilities			(1,586,941	)			(2,149,287	)			(2,316,100	)
Total net deferred tax assets			14,516,753				18,231,572				22,441,327

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Note 32.	Major Differences Between Australian GAAP and US GAAP (Continued)

(i)	Derivative Instruments and Hedging Activities

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Note 32.	Major Differences Between Australian GAAP and US GAAP (Continued)

(j)	Supply Agreement

(k)	Provision for Environmental Remediation/ Impairment

	(i) Remediation

	(ii) Asset Impairment

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Note 32.	Major Differences Between Australian GAAP and US GAAP (Continued)

(l)	Activity Alignment

(m)	Manufacturing Plant — Accelerated Depreciation

(n)	Tyre Marketers Tax Adjustment

(o)	Business Interruption

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Note 32.	Major Differences Between Australian GAAP and US GAAP (Continued)

(p)	Advertising

(q)	Foreign Currency Translation Reserve

(r)	Securitisation

(s)	Warranties

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Note 32.	Major Differences Between Australian GAAP and US GAAP (Continued)

(t)	MRT Factory — Costs to Sell Land and Buildings

(u)	Change in Accounting Policy — Employee Benefits

(v)	Revenue Recognition

Note 33.	Reconciliation to United States Generally Accepted Accounting Principles (US GAAP)

											Restated
							2004				2003				2002
							$				$				$
Net profit/(loss) of the consolidated entity per Australian GAAP								(22,481,300	)			(39,563,785	)			(130,026,700	)
Less interest of outside equity holders				32(b)				—				—				470
	Net profit/(loss) attributable to the consolidated entity							(22,481,300	)			(39,563,785	)			(130,027,170	)
Adjustments required to accord with US GAAP:
	Add/(deduct)							977,171				1,473,930				(5,123,240	)
Net profit/(loss) according to US GAAP								(21,504,129	)			(38,089,855	)			(135,150,410	)

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Note 33.	Reconciliation to United States Generally Accepted Accounting Principles (US GAAP) (Continued)

						Restated
		2004				2003				2002
		$				$				$
Net profit/(loss) according to US GAAP			(21,504,129	)			(38,089,855	)			(135,150,410	)
Foreign currency translation reserve (net of nil tax)			—				—				3,341,868
Comprehensive Income (Loss)			(21,504,129	)			(38,089,855	)			(131,808,542	)

							Restated
			2004				2003				2002
			$				$				$
Net Cash Provided by Operating Activities according to US GAAP				20,448,913				(56,851,702	)			(23,905,073	)
Write-down of Property, Plant & Equipment				(4,253,064	)			—				(7,800,000	)
Depreciation				(22,018,175	)			(19,802,624	)			(26,302,333	)
Amortisation				(1,168,908	)			(1,076,008	)			(1,800,587	)
Amounts set aside to provisions				4,524,572				(38,496,466	)			(130,626,931	)
Write-off bad trade debts				(1,549,439	)			(1,015,199	)			(1,386,762	)
Gain/(loss) on sale of investments, properties, plant and equipment				(6,134,607	)			(7,721,228	)			(13,952,817	)
Outside equity interest in (profit)/loss for the year				—				—				(470	)
Change in assets and liabilities net of effects of purchase and disposal of controlled entities during the financial year:
	Increase/(decrease) in receivables			(14,536,916	)			(3,494,488	)			13,406,489
	Increase/(decrease) in inventories			(14,620,947	)			1,290,172				(4,628,518	)
	Increase/(decrease) in prepayments			(103,514	)			1,064,694				(180,180	)
	(Increase)/decrease in accounts payable			23,846,392				22,848,394				(16,683,451	)
	(Increase)/decrease in provisions			(1,911,330	)			69,587,636				68,529,855
	Increase/(decrease) in reserves			195,678				—				(3,129,861	)
	(Increase)/decrease in income taxes payable			(154,865	)			(77,057	)			180,144
	Increase/(decrease) in future income tax benefit			(4,067,919	)			(4,345,979	)			13,130,085
Net profit/(loss) according to US GAAP				(21,504,129	)			(38,089,855	)			(135,150,410	)

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Note 33.	Reconciliation to United States Generally Accepted Accounting Principles (US GAAP) (Continued)

											Restated
							2004				2003				2002
							$				$				$
Add/(Deduct):
	Supply Agreement			32(j)				—				—				—
	Manufacturing plant accelerated depreciation			32(m)				—				(285,714	)			285,714
	Depreciation difference Thomastown /Footscray			32(a)				(170,000	)			(170,000	)			—
	Fixed Asset Revaluation depreciation difference			32(a)				298,000				298,000				144,700
	Fixed Asset Disposal Difference			32(a)				195,678				—				(8,338	)
	FAS87 Pension			32(d)				205,000				1,032,000				3,600,000
	Environmental remediation			32(k)				59,030				(508,113	)			9,900,000
	Impairment			32(k)				—				—				(7,800,000	)
	Advertising			32(p)				—				—				—
	Activity Alignment			32(l)				—				—				(4,046,953	)
	Business Interruption			32(o)				—				1,577,315				(1,577,315	)
	MRT Factory — Costs to Sell			32(t)				—				—				(1,500,000	)
	Goodwill Amortisation			32(g)				287,389				287,389				—
	Interest Rate Swaps			32(h)				455,174				(517,350	)			—
	Disposal of PNG — Translation Reserve			32(q)				—				—				(3,645,848	)
	Initial Adoption of Revised AASB1028			32(u)				—				(103,373	)			—
	Income tax (expense)/benefit			32(n)				(353,100	)			(136,224	)			(475,200	)
	Total Adjustments							977,171				1,473,930				(5,123,240	)
Partners’ equity according to AGAAP								35,841,338				58,309,638				97,976,796
Deduct outside equity interests				32(b)				—				—				—
Partners’ equity attributable to the Partners								35,841,338				58,309,638				97,976,796

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Note 33.	Reconciliation to United States Generally Accepted Accounting Principles (US GAAP) (Continued)

											Restated
							2004				2003				2002
							$				$				$
Add/(Deduct):
	Asset Revaluation Reserve			32(a)				(12,374,551	)			(12,570,229	)			(12,570,229	)
	Supply Agreement			32(j)				—				—				—
	Manufacturing plant accelerated depreciation			32(m)				—				—				285,714
	Depreciation difference Thomastown/Footscray			32(a)				(340,000	)			(170,000	)			—
	Fixed Asset Revaluation depreciation difference			32(a)				885,400				587,400				289,400
	FAS87 Pension			32(d)				(363,000	)			(568,000	)			(1,600,000	)
	Environmental remediation/ Impairment			32(k)				1,650,917				1,591,887				2,100,000
	Advertising			32(p)				(1,200,000	)			(1,200,000	)			(1,200,000	)
	Warranty			32(s)				(3,204,000	)			(3,204,000	)			(3,204,000	)
	Activity Alignment			32(l)				—				—				—
	Business Interruption			32(o)				—				—				(1,577,315	)
	MRT Factory — Costs to Sell			32(t)				—				—				—
	Goodwill Amortisation			32(g)				574,778				287,389				—
	Interest Rate Swaps			32(h)				(62,176	)			(517,350	)			—
	Income tax (expense)/benefit			32(n)				81,876				434,976				571,200
	Total Adjustments							(14,350,756	)			(15,327,927	)			(16,905,230	)
Partners’ equity according to US GAAP								21,490,582				42,981,711				81,071,566

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Note 33.	Reconciliation to United States Generally Accepted Accounting Principles (US GAAP) (Continued)

		Australian Fund
		2004				2003				2002
		$				$				$
Pension Plan data supporting Note 26
Plan’s funded status at 30 June is summarised as follows:
Actuarial present value of accumulated obligations:
— Vested			135,209,000				120,700,000				141,100,000
— Non Vested			—				—				—
Total accumulated benefit obligation			135,209,000				120,700,000				141,100,000
Projected benefit obligation			135,957,000				121,887,000				142,532,000
Plan assets at fair value			138,236,000				121,360,000				152,709,000
Excess/(deficiency) of assets over benefit obligations			2,279,000				(527,000	)			10,177,000
Unrecognised net gain/(loss)			(11,588,000	)			(11,719,000	)			573,000
Net Pension (Liability)/Asset			13,867,000				11,192,000				9,604,000
NET PENSION COST
Defined Benefit Plans:
— Service cost-benefits earned during the year			10,240,000				13,914,000				10,311,000
— Interest cost on projected benefit obligation			7,313,000				7,131,000				10,072,000
— Expected return on plan assets			(8,495,000	)			(10,092,000	)			(13,084,000	)
— Net amortisation and settlement and curtailment (gain)/loss			—				—				—
Net Pension Cost of Defined Benefit Plans			9,058,000				10,953,000				7,299,000
ASSUMPTIONS (used to determine net pension cost)
Weighted average discount rate			6.00%				6.00%				6.00%
Rate of increase in compensation level			3.50%				3.50%				3.50%
Expected long term rate of return			7.00%				7.00%				7.00%

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Note 33.	Reconciliation to United States Generally Accepted Accounting Principles (US GAAP) (Continued)

		30 June				30 June				30 June
MEASUREMENT DATE		2004				2003				2002
CHANGE IN BENEFIT OBLIGATION
Projected Benefit Obligation at beginning of year			121,887,000				142,532,000				179,926,000
Service cost			10,240,000				13,914,000				10,311,000
Interest cost			7,313,000				7,131,000				10,072,000
Member contributions			1,387,000				—				—
Actuarial (gain) /loss			8,511,000				(14,990,000	)			(19,177,000	)
Benefits, administrative expenses and tax paid			(13,381,000	)			(26,700,000	)			(38,600,000	)
Projected Benefit Obligation at end of year			135,957,000				121,887,000				142,532,000
ASSUMPTIONS (used to determine end of the year benefit obligations)
Weighted average discount rate			5.50	%			6.00	%			6.00	%
Rate of increase in compensation level			3.50	%			3.50	%			3.50	%
CHANGE IN PLAN ASSETS
Market value of assets at beginning of year			121,360,000				152,709,000				180,630,000
Member/Employer Contributions			13,120,000				12,541,000				10,467,000
Benefits, administrative expenses and tax paid			(13,381,000	)			(26,700,000	)			(38,600,000	)
Actual return on plan assets			17,137,000				(17,190,000	)			212,000
Market value of assets at end of year			138,236,000				121,360,000				152,709,000

2005			14,936,000
2006			15,185,000
2007			18,597,000
2008			18,080,000
2009			18,739,000
2010-2014			82,616,000

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Note 33.	Reconciliation to United States Generally Accepted Accounting Principles (US GAAP) (Continued)

						Plan assets
		Target				June				June
		Allocation				2004				2003
Asset Category
Equity securities			64	%			64	%			73	%
Debt securities			22	%			21	%			15	%
Real estate			9	%			9	%			10	%
Other			5	%			6	%			2	%

										Restated
						2004				2003				2002
						$				$				$
Partners’ equity in accordance with US GAAP-Rollforward
Opening Balance July 1							42,981,711				81,071,566				217,507,945
Cumulative effect of restatement adjustments at 1st July 2001							—				—				(29,627,838	)
Net Profit (loss)							(21,504,129	)			(38,089,855	)			(135,150,410	)
Additional contributed equity — Goodyear Tyres Pty Ltd							13,000				—				—
Movement in Other Comprehensive Income							—				—				3,341,869
Additional Equity Contribution — Supply Agreement			32(j	)			—				—				25,000,000
Closing Balance							21,490,582				42,981,711				81,071,566

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Note 33.	Reconciliation to United States Generally Accepted Accounting Principles (US GAAP) (Continued)

						2004												2003												2002
						$												$												$
		Notes				AGAAP				Adjustment				US GAAP				AGAAP				Adjustment				US GAAP				AGAAP				Adjustment				US GAAP
STATEMENT OF FINANCIAL POSITION
CURRENT ASSETS
Cash assets							56,435,875								56,435,875				15,229,939								15,229,939				37,100,672								37,100,672
Receivables							130,174,880								130,174,880				137,441,630								137,441,630				141,657,657								141,657,657
Inventories							147,411,193								147,411,193				162,032,137								162,032,137				160,741,965								160,741,965
Prepayments							3,219,753								3,219,753				3,323,269								3,323,269				2,258,575								2,258,575
TOTAL CURRENT ASSETS							337,241,701				0				337,241,701				318,026,975				0				318,026,975				341,758,869				0				341,758,869
NON-CURRENT ASSETS
Receivables							1,651,270								1,651,270				9,546,303								9,546,303				30,384,952								30,384,952
Property, plant and equipment			32(a), 32(m),
			32(k)				197,823,676				(21,663,151	)			176,160,525				218,425,028				(19,952,829	)			198,472,199				202,827,093				(19,795,115	)			183,031,978
Intangible assets			32(g)				4,498,952				574,778				5,073,730				4,916,874				287,389				5,204,263				5,204,262								5,204,262
Deferred tax assets			32(n)				14,516,753				81,876				14,598,629				18,231,572				434,976				18,666,548				22,441,327				571,200				23,012,527
TOTAL NON-CURRENT ASSETS							218,490,651				(21,006,497	)			197,484,154				251,119,777				(19,230,464	)			231,889,313				260,857,634				(19,223,915	)			241,633,719
TOTAL ASSETS							555,732,352				(21,006,497	)			534,725,855				569,146,752				(19,230,464	)			549,916,288				602,616,503				(19,223,915	)			583,392,588
CURRENT LIABILITIES
Payables			32(p), 32(d),
			32(h)				144,028,406				1,625,176				145,653,582				159,953,830				2,285,350				162,239,180				161,782,718				2,800,000				164,582,718
Interest bearing liabilities							188,484,663								188,484,663				171,413,834								171,413,834				142,395,212								142,395,212
Current tax liabilities							290,809								290,809				135,944								135,944				58,887								58,887
			32(k), 32(s),
			32(I),
Provisions			32(o), 32(t)				54,318,272				(8,280,917	)			46,037,355				53,365,690				(6,187,887	)			47,177,803				102,837,858				(5,118,685	)			97,719,173
TOTAL CURRENT LIABILITIES							387,122,150				(6,655,741	)			380,466,409				384,869,298				(3,902,537	)			380,966,761				407,074,675				(2,318,685	)			404,755,990
NON-CURRENT LIABILITIES
Payables							704,179								704,179				7,986,959								7,986,959				28,491,815								28,491,815
Interest bearing liabilities							125,707,508								125,707,508				111,097,444								111,097,444				61,095,014								61,095,014
Provisions							6,357,177								6,357,177				6,883,413								6,883,413				7,978,203								7,978,203
TOTAL NON-CURRENT LIABILITIES							132,768,864				0				132,768,864				125,967,816				0				125,967,816				97,565,032				0				97,565,032
TOTAL LIABILITIES							519,891,014				(6,655,741	)			513,235,273				510,837,114				(3,902,537	)			506,934,577				504,639,707				(2,318,685	)			502,321,022
PARTNERS’ EQUITY/ ACCUMULATED LOSSES							35,841,338				(14,350,756	)			21,490,582				58,309,638				(15,327,927	)			42,981,711				97,976,796				(16,905,230	)			81,071,566
TOTAL LIABILITIES AND PARTNERS’ EQUITY							555,732,352				(21,006,497	)			534,725,855				569,146,752				(19,230,464	)			549,916,288				602,616,503				(19,223,915	)			583,392,588

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			Page
Interim Consolidated Financial Statements (Unaudited):
	Consolidated Statements of Income for the three and nine month periods ended September 30, 2005 and June 30, 2004			F-159
	Consolidated Balance Sheets at September 30, 2005 and December 31, 2004			F-160
	Consolidated Statements of Comprehensive Income (Loss) for the three and nine month periods ended September 30, 2005 and September 30, 2004			F-161
	Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2005 and September 30, 2004			F-162
	Notes to Consolidated Financial Statements			F-163

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

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

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

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

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	Basis of Presentation

	Consolidation of Variable Interest Entities

	Restricted Cash

	Stock-Based Compensation

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

	Recently Issued Accounting Standards

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	Reclassification

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

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

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NOTE 4.	PER SHARE OF COMMON STOCK

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			Three Months								Nine Months
			Ended								Ended
			September 30,								September 30,
(In millions)			2005				2004				2005				2004
Average shares outstanding — basic				176				175				176				175
	4% Convertible Senior Notes due 2034			29				29				29				—
	Stock Options and other dilutive securities			4				3				4				—
Average shares outstanding — diluted				209				207				209				175

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

NOTE 5.	FINANCING ARRANGEMENTS

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

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(In millions)			2005				2004
Notes payable:
	International subsidiaries		$	148			$	130
	Amounts related to consolidated VIEs			104				91
			$	252			$	221
	Weighted-average interest rate			5.78	%			6.74	%
Long term debt due within one year:
	63/8% Euro Notes due 2005		$	—			$	542
	53/8% Swiss franc bonds due 2006			122				—
	Amounts related to consolidated VIEs			57				24
	European credit facilities			—				400
	Other (including capital leases)			73				44
			$	252			$	1,010
	Weighted-average interest rate			5.51	%			6.78	%
Total obligations due within one year			$	504			$	1,231

	Long Term Debt and Financing Arrangements

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							Interest								Interest
(In millions)			2005				Rate				2004				Rate
Notes:
	63/8% Euro notes due 2005		$	—				*			$	542				*
	53/8% Swiss franc bonds due 2006			122				*				139				*
	65/8% due 2006			217				*				223				*
	81/2% due 2007			300				*				300				*
	63/8% due 2008			100				*				100				*
	76/7% due 2011			650				*				650				*
	Floating rate notes due 2011			200				12.06	%			200				9.99	%
	11% due 2011			448				*				448				*
	9% due 2015			400				*				—				—
	7% due 2028			149				*				149				*
	4% Convertible Senior Notes due 2034			350				*				350				*
Bank term loans:
	$400 million senior secured term loan European facilities due 2005			—				*				400				6.33
	$800 million senior secured asset-based term loan due 2006			—				*				800				6.14
	$650 million senior secured asset-based term loan due 2006			—				*				650				7.03
	$1.2 billion second lien term loan facility due 2010			1,200				6.32				—				—
	$300 million third lien secured term loan due 2011			300				7.07				—				—
	€155 million senior secured term loan European facility due 2010			187				4.49				—				—
Pan-European accounts receivable facility due 2009				331				3.84				225				5.16
Revolving credit facilities due 2010				—				—				—				—
Other domestic and international debt				103				5.84				129				6.15
Amounts related to consolidated VIEs				61				6.27				94				6.41
				5,118								5,399
Capital lease obligations				78								60
				5,196								5,459
Less portion due within one year				252								1,010
			$	4,944							$	4,449

*	Represents debt with fixed interest rate.

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	$400 Million Senior Notes Offering

(In millions)		2005				2004
Carrying amount		$	2,874			$	3,055
Fair value			2,984				3,215

	•	a $1.5 billion first lien credit facility due April 30, 2010 (consisting of a $1.0 billion revolving facility and a $500 million deposit-funded facility);
	•	a $1.2 billion second lien term loan facility due April 30, 2010;
	•	the Euro equivalent of approximately $650 million in credit facilities for Goodyear Dunlop Tires Europe B.V. (“GDTE”) due April 30, 2010 (consisting of approximately $450 million in revolving facilities and approximately $200 million in term loan facilities); and
	•	a $300 million third lien term loan facility due March 1, 2011.

	•	our $1.3 billion asset-based credit facility, due March 2006 (the $800 million term loan portion of this facility was fully drawn prior to the refinancing);

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	•	our $650 million asset-based term loan facility, due March 2006 (this facility was fully drawn prior to the refinancing);
	•	our $680 million deposit-funded credit facility due September 2007 (there were $492 million of letters of credit outstanding under this facility prior to the refinancing); and
	•	our $650 million senior secured European facilities due April 2005 (the $400 million term loan portion of this facility was fully drawn prior to the refinancing).

	$1.5 Billion First Lien Credit Facility

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

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

	$1.2 Billion Second Lien Term Loan Facility

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

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

	$300 Million Third Lien Secured Term Loan Facility

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

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

	Debt Maturities

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

NOTE 6.	PENSION, SAVINGS AND OTHER POSTRETIREMENT BENEFIT PLANS

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

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

NOTE 7.	COMMITMENTS AND CONTINGENT LIABILITIES

	Environmental Matters

	Workers’ Compensation

	General and Product Liability and Other Litigation

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

(1)	Represents amount spent by us and our insurers on asbestos litigation defense and claim resolution.

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	•	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.

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	Guarantees

	Subsidiary Guarantees

	Other Financing

	Indemnifications

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

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				Three Months								Nine Months
				Ended								Ended
				September 30,								September 30,
				2005				2004				2005				2004
(In millions)
Segment Operating Income:
	North American Tire			$	58			$	27			$	124			$	44
	European Union Tire				80				68				272				195
	Eastern Europe, Middle East and Africa Tire				64				60				160				148
	Latin American Tire				77				64				241				187
	Asia/ Pacific Tire				24				19				63				44
		Total Tires			303				238				860				618
	Engineered Products				27				34				78				89
		Total Segment Operating Income			330				272				938				707
	Rationalizations and asset sales				19				(28	)			45				(57	)
	Interest expense				(103	)			(95	)			(306	)			(268	)
	Foreign currency exchange				(8	)			(10	)			(19	)			(14	)
	Minority interest in net income of subsidiaries				(25	)			(18	)			(79	)			(43	)
	Financing fees and financial instruments				(10	)			(29	)			(99	)			(90	)
	General and product liability — discontinued products				—				(8	)			(4	)			(25	)
	Recovery (expense) for fire loss deductibles				—				—				14				(12	)
	Professional fees associated with the restatement				—				(3	)			(2	)			(27	)
	Environmental insurance recoveries				9				—				29				—
	Other				1				(14	)			(15	)			(36	)
		Income before Income Taxes		$	213			$	67			$	502			$	135

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				Three Months								Nine Months
				Ended								Ended
				September 30,								September 30,
				2005				2004				2005				2004
(In millions)
Rationalizations:
	North American Tire			$	3			$	4			$	(6	)		$	10
	European Union Tire				3				1				1				26
	Latin American Tire				—				—				—				2
	Asia/ Pacific Tire				—				—				(2	)			—
	Engineered Products				3				23				3				23
	Corporate				—				1				—				2
		Total Rationalizations		$	9			$	29			$	(4	)		$	63
Other (Income) and Expense(1):
	North American Tire			$	(28	)		$	—			$	(36	)		$	(2	)
	European Union Tire				—				(1	)			(4	)			(3	)
	Eastern Europe, Middle East and Africa Tire				—				—				1				—
	Engineered Products				—				—				—				(1	)
	Corporate				(12	)			31				23				115
		Total Other (Income) and Expense		$	(40	)		$	30			$	(16	)		$	109

(1)	Excludes equity in (earnings) losses of affiliates and foreign currency exchange.

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	(i)	The Goodyear Tire & Rubber Company (the “Parent Company”), the issuer of the guaranteed obligations;
	(ii)	Guarantor subsidiaries, on a combined basis, as specified in the Indenture related to Goodyear’s obligations under the $650 million of Senior Secured Notes issued on March 12, 2004 ($450 million of 11% Senior Secured Notes due 2011 and $200 million Senior Secured Floating Rate Notes due 2011) and the Indenture related to Goodyear’s obligation under the $400 million aggregate principal amount of 9.00% Senior Notes due 2015 issued on June 23, 2005 (the “Notes”);
	(iii)	Non-guarantor subsidiaries, on a combined basis;

	(iv)	Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions and (b) eliminate the investments in our subsidiaries and (c) record consolidating entries; and
	(v)	The Goodyear Tire & Rubber Company and Subsidiaries on a consolidated basis.

				September 30, 2005
																Consolidating
				Parent				Guarantor				Non-Guarantor				Entries and
				Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
ASSETS:
Current Assets:
	Cash and Cash Equivalents			$	832			$	22			$	808			$	—			$	1,662
	Restricted Cash				200				—				15				—				215
	Accounts and Notes Receivable				1,277				279				2,156				—				3,712
	Accounts and Notes Receivables from Affiliates				—				604				—				(604	)			—
	Inventories				1,255				288				1,404				(53	)			2,894
	Prepaid Expenses and Other Current Assets				70				14				176				8				268
		Total Current Assets			3,634				1,207				4,559				(649	)			8,751

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

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				December 31, 2004
																Consolidating
				Parent				Guarantor				Non-Guarantor				Entries and
				Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
ASSETS:
Current Assets:
	Cash and Cash Equivalents			$	1,004			$	50			$	914			$	—			$	1,968
	Restricted Cash				137				—				15				—				152
	Accounts and Notes Receivable				1,209				203				1,996				—				3,408
	Accounts and Notes Receivable from Affiliates				—				612				—				(612	)			—
	Inventories				1,162				250				1,426				(53	)			2,785
	Prepaid Expenses and Other Current Assets				90				13				187				10				300
		Total Current Assets			3,602				1,128				4,538				(655	)			8,613
Other Assets					467				21				181				—				669
Goodwill					—				35				470				215				720
Other Intangible Assets					101				41				61				(40	)			163
Deferred Income Tax					—				14				69				—				83
Deferred Pension Costs					432				179				219				—				830
Investments in Subsidiaries					3,970				432				3,075				(7,477	)			—
Properties and Plants					2,089				332				3,011				23				5,455
		Total Assets		$	10,661			$	2,182			$	11,624			$	(7,934	)		$	16,533
LIABILITIES:
Current Liabilities:
	Accounts Payable — Trade			$	529			$	62			$	1,379			$	—			$	1,970
	Accounts Payable to Affiliates				528				—				84				(612	)			—
	Compensation and Benefits				648				46				335				—				1,029
	Other Current Liabilities				428				17				296				—				741
	United States and Foreign Taxes				63				32				176				—				271
	Notes Payable				—				—				221				—				221
	Long Term Debt and Capital Leases due within one year				563				—				447				—				1,010
		Total Current Liabilities			2,759				157				2,938				(612	)			5,242
Long Term Debt and Capital Leases					4,010				2				437				—				4,449
Compensation and Benefits					3,336				312				1,388				—				5,036
Deferred and Other Noncurrent Income Taxes					92				7				327				(20	)			406
Other Long Term Liabilities					391				9				81				—				481
Minority Equity in Subsidiaries					—				—				632				214				846
		Total Liabilities			10,588				487				5,803				(418	)			16,460

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			December 31, 2004
															Consolidating
			Parent				Guarantor				Non-Guarantor				Entries and
			Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
Commitments and Contingent Liabilities
Shareholders’ Equity (Deficit):
Preferred Stock				—				—				—				—				—
Common Stock				176				669				4,191				(4,860	)			176
Capital Surplus				1,392				12				866				(878	)			1,392
Retained Earnings				1,070				1,291				2,082				(3,373	)			1,070
Accumulated Other Comprehensive Income (Loss)				(2,565	)			(277	)			(1,318	)			1,595				(2,565	)
	Total Shareholders’ Equity (Deficit)			73				1,695				5,821				(7,516	)			73
	Total Liabilities and Shareholders’ Equity (Deficit)		$	10,661			$	2,182			$	11,624			$	(7,934	)		$	16,533

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		Three Months Ended September 30, 2005
														Consolidating
		Parent				Guarantor				Non-Guarantor				Entries and
		Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
Net Sales		$	2,405			$	589			$	4,240			$	(2,204	)		$	5,030
Cost of Goods Sold			2,138				506				3,620				(2,256	)			4,008
Selling, Administrative and General Expense			285				49				375				(2	)			707
Rationalizations			4				1				4				—				9
Interest Expense			93				9				43				(42	)			103
Other (Income) and Expense			(79	)			—				(36	)			80				(35	)
Minority Interest in Net Income of Subsidiaries			—				—				25				—				25
Income (Loss) before Income Taxes and Equity in (Earnings) Loss of Subsidiaries			(36	)			24				209				16				213
United States and Foreign Taxes on Income (Loss)			—				3				67				1				71
Equity in (Earnings) Loss of Subsidiaries			(178	)			(10	)			—				188				—
Net Income (Loss)		$	142			$	31			$	142			$	(173	)		$	142

		Three Months Ended September 30, 2004
														Consolidating
		Parent				Guarantor				Non-Guarantor				Entries and
		Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
Net Sales		$	2,267			$	556			$	3,684			$	(1,807	)		$	4,700
Cost of Goods Sold			1,991				483				3,091				(1,815	)			3,750
Selling, Administrative and General Expense			303				50				356				(6	)			703
Rationalizations			35				(7	)			1				—				29
Interest Expense			80				9				66				(60	)			95
Other (Income) and Expense			3				(5	)			(32	)			72				38
Minority Interest in Net Income of Subsidiaries			—				—				20				(2	)			18
Income (Loss) before Income Taxes and Equity in (Earnings) Loss of Subsidiaries			(145	)			26				182				4				67
United States and Foreign Taxes on Income (Loss)			(72	)			9				63				29				29
Equity in (Earnings) Loss of Subsidiaries			(111	)			(9	)			(11	)			131				—
Net Income (Loss)		$	38			$	26			$	130			$	(156	)		$	38

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		Nine Months Ended September 30, 2005
														Consolidating
		Parent				Guarantor				Non-Guarantor				Entries and
		Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
Net Sales		$	7,067			$	1,675			$	12,795			$	(6,748	)		$	14,789
Cost of Goods Sold			6,273				1,460				10,901				(6,862	)			11,772
Selling, Administrative and General Expense			856				143				1,147				(7	)			2,139
Rationalizations			—				1				(5	)			—				(4	)
Interest Expense			269				27				143				(133	)			306
Other (Income) and Expense			(148	)			(2	)			(110	)			255				(5	)
Minority Interest in Net Income of Subsidiaries			—				—				79				—				79
Income (Loss) before Income Taxes and Equity in (Earnings) Loss of Subsidiaries			(183	)			46				640				(1	)			502
United States and Foreign Taxes on Income (Loss)			(9	)			15				217				—				223
Equity in (Earnings) Loss of Subsidiaries			(453	)			(34	)			—				487				—
Net Income (Loss)		$	279			$	65			$	423			$	(488	)		$	279

		Nine Months Ended September 30, 2004
														Consolidating
		Parent				Guarantor				Non-Guarantor				Entries and
		Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
Net Sales		$	6,503			$	1,567			$	10,895			$	(5,444	)		$	13,521
Cost of Goods Sold			5,782				1,355				9,167				(5,488	)			10,816
Selling, Administrative and General Expense			864				136				1,095				(16	)			2,079
Rationalizations			41				(7	)			29				—				63
Interest Expense			226				27				176				(161	)			268
Other (Income) and Expense			(23	)			(4	)			(56	)			200				117
Minority Interest in Net Income of Subsidiaries			—				—				43				—				43
Income (Loss) before Income Taxes and Equity in (Earnings) Loss of Subsidiaries			(387	)			60				441				21				135
United States and Foreign Taxes on Income (Loss)			(89	)			15				185				34				145
Equity in (Earnings) Loss of Subsidiaries			(288	)			(20	)			—				308				—
Net Income (Loss)		$	(10	)		$	65			$	256			$	(321	)		$	(10	)

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			Nine Months Ended September 30, 2005
															Consolidating
			Parent				Guarantor				Non-Guarantor				Entries and
			Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
Cash Flows From Operating Activities:
	Total Cash Flows From Operating Activities		$	12			$	(24	)		$	423			$	(222	)		$	189
Cash Flows From Investing Activities:
	Capital expenditures			(135	)			(9	)			(221	)			(5	)			(370	)
	Acquisitions			—				—				(7	)			7				—
	Asset sales			140				2				11				(7	)			146
	Other transactions			2				—				(109	)			107				—
	Total Cash Flows From Investing Activities			7				(7	)			(326	)			102				(224	)
Cash Flows From Financing Activities:
	Short term debt incurred			—				4				162				—				166
	Short term debt paid			(4	)			—				(120	)			—				(124	)
	Long term debt incurred			1,921				—				381				—				2,302
	Long term debt paid			(2,000	)			(1	)			(440	)			—				(2,441	)
	Debt issuance costs			(50	)			—				—				—				(50	)
	Increase in restricted cash			(63	)			—				—				—				(63	)
	Other transactions			5				—				(140	)			120				(15	)
	Total Cash Flows From Financing Activities			(191	)			3				(157	)			120				(225	)
Effect of exchange rate changes on cash and cash equivalents				—				—				(46	)			—				(46	)
Net Change in Cash and Cash Equivalents				(172	)			(28	)			(106	)			—				(306	)
Cash and Cash Equivalents at Beginning of the Period				1,004				50				914				—				1,968
Cash and Cash Equivalents at End of the Period			$	832			$	22			$	808			$	—			$	1,662

F-192

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				Nine Months Ended September 30, 2004
																Consolidating
				Parent				Guarantor				Non-Guarantor				Entries and
				Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
Cash Flows From Operating Activities:
		Total Cash Flows From Operating Activities		$	(154	)		$	(8	)		$	336			$	(156	)		$	18
Cash Flows From Investing Activities:
	Capital expenditures				(70	)			(5	)			(220	)			17				(278	)
	Acquisitions				(51	)			—				(96	)			85				(62	)
	Asset sales				104				1				9				(100	)			14
	Other transactions				33				2				34				(33	)			36
	Total Cash Flows From Investing Activities				16				(2	)			(273	)			(31	)			(290	)
Cash Flows From Financing Activities:
	Short term debt incurred				41				—				122				—				163
	Short term debt paid				—				—				(106	)			—				(106	)
	Long term debt incurred				1,648				—				93				—				1,741
	Long term debt paid				(1,255	)			—				(58	)			—				(1,313	)
	Debt issuance costs				(45	)			—				—				—				(45	)
	Increase in restricted cash				(54	)			—				(8	)			—				(62	)
	Other transactions				—				—				(216	)			187				(29	)
	Total Cash Flows From Financing Activities				335				—				(173	)			187				349
Effect of exchange rate changes on cash and cash equivalents					—				—				(19	)			—				(19	)
Net Change in Cash and Cash Equivalents					197				(10	)			(129	)			—				58
Cash and Cash Equivalents at Beginning of the Period					585				25				936				—				1,546
Cash and Cash Equivalents at End of the Period				$	782			$	15			$	807			$	—			$	1,604

F-193

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F-194

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Item 13.	Other Expenses of Issuance and Distribution

SEC registration fee			$	62,583.44
Printing fees and expenses			$	145,000
Legal fees and expenses			$	145,000
Accounting fees and expenses			$	50,000
	Total		$	402,583.44

Item 14.	Indemnification of Directors and Officers

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Item 15.	Recent Sales of Unregistered Securities

Item 16.	Exhibits and Financial Statement Schedules

Exhibit
Table								Exhibit
Item No.				Description of Exhibit				Number
	3					Articles of Incorporation and By-Laws
				(a)**		Certificate of Amended Articles of Incorporation of The Goodyear Tire & Rubber Company, dated December 20, 1954, and Certificate of Amendment to Amended Articles of Incorporation of The Goodyear Tire & Rubber Company, dated April 6, 1993, and Certificate of Amendment to Amended Articles of Incorporation of the Company dated June 4, 1996, three documents comprising the Company’s Articles of Incorporation, as amended.			3.1
				(b)**		Code of Regulations of The Goodyear Tire & Rubber Company, adopted November 22, 1955, and amended April 5, 1965, April 7, 1980, April 6, 1981, April 13, 1987, May 7, 2003 and April 26, 2005.			3.2
	4					Instruments Defining the Rights of Security Holders, Including Indentures
				(a)**		Specimen nondenominational Certificate for shares of the Common Stock, Without Par Value, of the Company; EquiServe Trust Company, transfer agent and registrar.			4.1
				(b)		Indenture, dated as of March 15, 1996, between the Company and JPMorgan Chase Bank, as Trustee, as supplemented on December 3, 1996, March 11, 1998, and March 17, 1998 (incorporated by reference, filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, File No. 1-1927).

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Exhibit
Table								Exhibit
Item No.				Description of Exhibit				Number
				(c)		Indenture, dated as of March 1, 1999, between the Company and JPMorgan Chase Bank, as Trustee, as supplemented on March 14, 2000 in respect of $300,000,000 principal amount of the Company’s 8.50% Notes due 2007 (incorporated by reference, filed as Exhibit 4.1, to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, File No. 1-1927), and as further supplemented on August 15, 2001, in respect of the Company’s $650,000,000 principal amount of the Company’s 7.857% Notes due 2011 (incorporated by reference, filed as Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2001, File No. 1-1927).
				(d)		First Lien Credit Agreement, dated as of April 8, 2005, among Goodyear, the lenders party thereto, the issuing banks party thereto, Citicorp USA, Inc. as Syndication Agent, Bank of America, N.A., as Documentation Agent, the CIT Group/ Business Credit, Inc., as Documentation Agent, General Electric Capital Corporation, as Documentation Agent, GMAC Commercial Finance LLC, as Documentation Agent and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference, filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-1927).
				(e)		Second Lien Credit Agreement, dated as of April 8, 2005, among Goodyear, the lenders party thereto, Deutsche Bank Trust Company Americas, as Collateral Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference, filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-1927).
				(f)		Third Lien Credit Agreement, dated as of April 8, 2005, among Goodyear, the subsidiary guarantors listed on the signature pages thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference, filed as Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-1927).
				(g)		Amended and Restated Term Loan and Revolving Credit Agreement, dated as of April 8, 2005, among Goodyear, Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop Tires Germany GmbH, Goodyear GmbH & Co. KG, Dunlop GmbH & Co. KG, Goodyear Luxembourg Tires S.A., the lenders party thereto, J.P. Morgan Europe Limited, as Administrative Agent, and JPMorgan Chase Bank, N.A., as Collateral Agent, including Amendment and Restatement Agreement, dated as of April 8, 2005 (incorporated by reference, filed as Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-1927).
				(h)		First Lien Guarantee and Collateral Agreement, dated as of April 8, 2005, among Goodyear, the Subsidiaries of Goodyear identified therein and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by reference, filed as Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-1927).
				(i)		Second Lien Guarantee and Collateral Agreement, dated as of April 8, 2005, among Goodyear, the Subsidiaries of Goodyear identified therein and Deutsche Bank Trust Company Americas, as collateral agent (incorporated by reference, filed as Exhibit 4.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-1927).

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Exhibit
Table								Exhibit
Item No.				Description of Exhibit				Number
				(j)		Master Guarantee and Collateral Agreement, dated as of March 31, 2003, as Amended and Restated as of February 20, 2004, and as further Amended and Restated as of April 8, 2005, among Goodyear, Goodyear Dunlop Tires Europe B.V., the other subsidiaries of Goodyear identified therein and JPMorgan Chase Bank, N.A., as Collateral Agent, including Amendment and Restatement Agreement, dated as of April 8, 2005 (incorporated by reference, filed as Exhibit 4.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-1927).
				(k)		Lenders Lien Subordination and Intercreditor Agreement, dated as of April 8, 2005, among JPMorgan Chase Bank, N.A. as collateral agent for the First Lien Secured Parties referred to therein, Deutsche Bank Trust Company Americas, as collateral agent for the Second Lien Secured Parties referred to therein, Goodyear, and the subsidiaries of Goodyear named therein (incorporated by reference, filed as Exhibit 4.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-1927).
				(l)		Purchase Agreement, dated June 20, 2005, among Goodyear, certain subsidiaries of Goodyear and Citigroup Global Markets Inc., as representative of the several Purchasers listed therein (incorporated by reference, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 24, 2005, File No. 1-1927).
				(m)		Indenture, dated as of June 23, 2005 among Goodyear, the subsidiary guarantors party thereto and Wells Fargo Bank, N.A., as Trustee (incorporated by reference, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed June 24, 2005, File No. 1-1927).
				(n)		Registration Rights Agreement, dated as of June 23, 2005, among Goodyear, Citigroup Global Markets Inc., BNP Paribas Securities Corp., Credit Suisse First Boston LLC, Goldman, Sachs & Co., J.P. Morgan Securities Inc., Calyon Securities (USA) Inc., Deutsche Bank Securities, Inc., Natexis Bleichroeder Inc. and KBC Financial Products USA, Inc. (incorporated by reference, filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed June 24, 2005, File No. 1-1927).
				(o)		Amendment No. 2 to the General Master Purchase Agreement dated May 23, 2005 and August 26, 2005 between Ester Finance Titrisation, as Purchaser, Eurofactor, as Agent, Calyon, as Joint Lead Arranger and as Calculation Agent, Natexis Banques Populairies, as Joint Lead Arranger, Goodyear Dunlop Tires Finance Europe B.V. and the Sellers listed therein (including Amended and Restated General Master Purchase Agreement) (incorporated by reference, filed as Exhibit 4.1 to Goodyear’s Registration Statement on Form S-4, File No. 333-128932).
				(p)		Amendment No. 2 to the Master Subordinated Deposit Agreement dated May 23, 2005 and August 26, 2005 between Eurofactor, as Agent, Calyon, as Calculation Agent, Ester Finance Titrisation, as Purchaser, and Goodyear Dunlop Tires Finance Europe B.V. (including Amended and Restated Master Subordinated Deposit Agreement) (incorporated by reference, filed as Exhibit 4.2 to Goodyear’s Registration Statement on Form S-4, File No. 333-128932).
				(q)		Master Complementary Deposit Agreement dated December 10, 2004 between Eurofactor, as Agent, Calyon, as Calculation Agent, Ester Finance Titrisation, as Purchaser, and Goodyear Dunlop Tires Finance Europe B.V. (incorporated by reference, filed as Exhibit 4.3 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).

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Exhibit
Table								Exhibit
Item No.				Description of Exhibit				Number
				(r)		Indenture dated as of March 12, 2004 among Goodyear, the subsidiary guarantors party thereto and Wells Fargo Bank, N.A., as Trustee (incorporated by reference, filed as Exhibit 4.11 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).
				(s)		Note Purchase Agreement dated as of March 12, 2004 among Goodyear, certain subsidiaries of Goodyear and the investors listed therein (incorporated by reference, filed as Exhibit 4.12 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).
				(t)		Registration Rights Agreement dated as of March 12, 2004 among Goodyear, certain subsidiaries of Goodyear and the investors listed therein (incorporated by reference, filed as Exhibit 4.13 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).
				(u)		Collateral Agreement dated as of March 12, 2004 among Goodyear, certain subsidiaries of Goodyear and Wilmington Trust Company, as Collateral Agent (incorporated by reference, filed as Exhibit 4.14 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).
				(v)		Lien Subordination and Intercreditor Agreement dated as of March 12, 2004 among Goodyear, certain subsidiaries of Goodyear, JPMorgan Chase Bank and Wilmington Trust Company (incorporated by reference, filed as Exhibit 4.15 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).
				(w)		Note Purchase Agreement, dated June 28, 2004, among Goodyear and the purchasers listed therein (incorporated by reference, filed as Exhibit 4.3 to Goodyear’s Form 10-Q for the quarter ended September 30, 2004, File No. 1-1927).
				(x)		Indenture, dated as of July 2, 2004, between Goodyear, as Company, and Wells Fargo Bank, N.A., as Trustee (incorporated by reference, filed as Exhibit 4.4 to Goodyear’s Form 10-Q for the quarter ended September 30, 2004, File No. 1-1927).
				(y)		Registration Rights Agreement, dated as of July 2, 2004, among Goodyear, Goldman, Sachs & Co., Deutsche Bank Securities Inc., and J.P. Morgan Securities Inc. (incorporated by reference, filed as Exhibit 4.5 to Goodyear’s Form 10-Q for the quarter ended September 30, 2004, File No. 1-1927).
						In accordance with Item 601(b)(4)(iii) of Regulation S-K, agreements and instruments defining the rights of holders of long-term debt of the Company pursuant to which the amount of securities authorized thereunder does not exceed 10% of the consolidated assets of the Company and its subsidiaries are not filed herewith. The Company hereby agrees to furnish a copy of any such agreement or instrument to the Securities and Exchange Commission upon request.
	5					Legal Opinion
				(a)		Opinion of Covington & Burling			5.1
				(b)		Opinion of C. Thomas Harvie			5.2
	10					Material Contracts
				(a)*		2005 Performance Plan of the Company (incorporated by reference, filed as Exhibit 10.1 to Goodyear’s Current Report on Form 8-K filed April 27, 2005, File No. 1-1927).
				(b)*		2002 Performance Plan of the Company (incorporated by reference, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, File No. 1-1927).

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Exhibit
Table								Exhibit
Item No.				Description of Exhibit				Number
				(c)*		1997 Performance Incentive Plan of the Company (incorporated by reference, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, File No. 1-1927).
				(d)*		1989 Goodyear Performance and Equity Incentive Plan (incorporated by reference, filed as Exhibit A to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1989, File No. 1-1927).
				(e)*		Performance Recognition Plan of the Company adopted effective January 1, 2006 (incorporated by reference, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 7, 2005, File No. 1-1927).
				(f)*		Goodyear Supplementary Pension Plan, as restated and amended December 3, 2001 (incorporated by reference, filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, File No. 1-1927).
				(g)*		Goodyear Employee Severance Plan, as adopted on February 14, 1989 (incorporated by reference, filed as Exhibit A-II to the Company’s Annual Report on Form 10-K for the year ended December 31, 1988, File No. 1-1927).
				(h)*		The Goodyear Tire & Rubber Company Stock Option Plan for Hourly Bargaining Unit Employees at Designated Locations, as amended December 4, 2001 (incorporated by reference, filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, File No. 1-1927).
				(i)*		The Goodyear Tire & Rubber Company Deferred Compensation Plan for Executives, amended and restated as of January 1, 2002 (incorporated by reference, filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, File No. 1-1927).
				(j)*		First Amendment to The Goodyear Tire & Rubber Company Deferred Compensation Plan for Executives effective as of December 3, 2002 (incorporated by reference, filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-1927).
				(k)*		1994 Restricted Stock Award Plan for Non-Employee Directors of the Company, as adopted effective June 1, 1994 (incorporated by reference, filed as Exhibit B to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1994, File No. 1-1927).
				(l)*		Outside Directors’ Equity Participation Plan, as adopted February 2, 1996 and amended February 3,1998 (incorporated by reference, filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-1927).
				(m)*		Executive Performance Plan of The Goodyear Tire & Rubber Company (incorporated by reference, filed as Exhibit 10.1 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).
				(n)		Umbrella Agreement, dated as of June 14, 1999, between the Company and Sumitomo Rubber Industries, Ltd. (incorporated by reference, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, File No. 1-1927).
				(o)		Amendment No. 1 to the Umbrella Agreement dated as of January 1, 2003, between the Company and Sumitomo Rubber Industries, Ltd. (incorporated by reference, filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-1927).
				(p)		Amendment No. 2 to the Umbrella Agreement dated as of April 7, 2003, between the Company and Sumitomo Rubber Industries, Ltd (incorporated by reference, filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, File No. 1-1927).

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Exhibit
Table								Exhibit
Item No.				Description of Exhibit				Number
				(q)		Agreement dated as of March 3, 2003, between Goodyear and Sumitomo Rubber Industries, Ltd. amending certain provisions of the alliance agreements (incorporated by reference, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, File No. 1-1927).
				(r)		Amendment No. 3 to the Umbrella Agreement dated July 15, 2004, between the Company and Sumitomo Rubber Industries, Ltd. (incorporated by reference, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, File No. 1-1927).
				(s)		Joint Venture Agreement for Europe, dated as of June 14, 1999 (and amendment No. 1 dated as of September 1, 1999), among the Company, Goodyear S.A., a French corporation, Goodyear S.A., a Luxembourg corporation, Goodyear Canada Inc., Sumitomo Rubber Industries, Ltd., and Sumitomo Rubber Europe B.V. (incorporated by reference, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, File No. 1-1927).
				(t)		Shareholders Agreement for the Europe JVC, dated as of June 14, 1999, among the Company, Goodyear S.A., a French corporation, Goodyear S.A., a Luxembourg corporation, Goodyear Canada Inc., and Sumitomo Rubber Industries, Ltd. (incorporated by reference, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, File No. 1-1927).
				(u)		Amendment No. 1 to the Shareholders Agreement for the Europe JVC, dated April 21, 2000, among the Company, Goodyear S.A., a French corporation, Goodyear S.A., a Luxembourg corporation, Goodyear Canada Inc. and Sumitomo Rubber Industries, Ltd (incorporated by reference, filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, File No. 1-1927).
				(v)		Amendment No. 2 to the Shareholders Agreement for the Europe JVC dated July 15, 2004, among the Company, Goodyear S.A., a French corporation, Goodyear S.A., a Luxembourg corporation, Goodyear Canada Inc., and Sumitomo Rubber Industries, Ltd. (incorporated by reference, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, File No. 1-1927).
				(w)		Amendment No. 3 to the Shareholders Agreement for the Europe JVC dated August 30, 2005 (incorporated by reference, filed as Exhibit 10.1 to Goodyear’s Registration Statement on Form S-4, File No. 333-128932).
				(x)*		Letter agreement dated September 11, 2000, between the Company and Robert J. Keegan (incorporated by reference, filed as Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, File No. 1-1927).
				(y)*		Supplement and amendment to letter agreement between the Company and Robert J. Keegan dated February 3, 2004 (incorporated by reference, filed as Exhibit 10.2 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File. No. 1-1927).
				(z)*		Form of Restricted Stock Purchase Agreement (incorporated by reference, filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, File No. 1-1927).
				(aa)*		Stock Option Grant Agreement dated October 3, 2000, between the Company and Robert J. Keegan (incorporated by reference, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, File No. 1-1927).

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Exhibit
Table								Exhibit
Item No.				Description of Exhibit				Number
				(bb)*		Form of Performance Equity Grant Agreement (incorporated by reference, filed as Exhibit 10.3 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).
				(cc)*		Copy of Hourly and Salaried Employees Stock Option Plan of the Company as amended September 30, 2002 (incorporated by reference, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, File No. 1-1927).
				(dd)*		Forms of Stock Option Grant Agreements for options and SARs, Part I, Agreement for Non-Qualified Stock Options, and Part II, Agreement for Non-Qualified Stock Options with tandem Stock Appreciation Rights (incorporated by reference, filed as Exhibit 10.4 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).
				(ee)*		Form of Grant Agreement for Executive Performance Plan (incorporated by reference, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 28, 2005, File No. 1-1927).
				(ff)*		Letter Agreement dated July 14, 2004, between the Company and Robert W. Tieken (incorporated by reference, filed as Exhibit 10.1 to Goodyear’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, File No. 1-1927).
				(gg)*		Schedule of Outside Directors’ Annual Compensation (incorporated by reference, filed as Exhibit 10.1 to Goodyear’s Current Report on Form 8-K filed April 14, 2005, File No. 1-1927).
				(hh)*		Schedule of Salary and Bonus for Named Executive Officers (incorporated by reference, filed as Exhibit 10.5 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2004, File No. 1-1927).
				(ii)		Forms of Stock Option Grant Agreements for options and SARs granted under our 2005 performance plan, Part I, Agreement for Incentive Stock Options, Part II, Agreement for Non-Qualified Stock Options, and Part III, Agreement for Non-Qualified Stock Options with tandem Stock Appreciation Rights (incorporated by reference, filed as Exhibit 10.1 to Goodyear’s Quarterly Report on Form 10-Q filed October 27, 2005, File No. 1-1927).
	12					Statement re Computation of Ratios
				(a)		Statement setting forth the Computation of Ratio of Earnings to Fixed Charges (incorporated by reference, filed as Exhibit 12 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, File No. 1-1927).
	21					Subsidiaries
				(a)		List of subsidiaries of the Company at December 31, 2004 (incorporated by reference, filed as Exhibit 21.1 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2004, File No. 1-1927).
	23					Consents of Independent Registered Public Accounting Firms
				(a)		Consent of PricewaterhouseCoopers LLP.			23.1
				(b)		Consent of KPMG.			23.2
	24**					Powers of Attorney
				(a)		Powers of Attorney of Officers and Directors signing this report			24.1
	25			(a)		Form T-1 Statement of Eligibility.			25.1

*	Indicates management contract or compensatory plan or arrangement.
**	Previously filed.

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Item 17.	Undertakings

	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of the securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
	(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; provided further, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

	(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
	(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

	(i) If the registrant is relying on Rule 430B:

	(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
	(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration

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statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

	(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
	The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

	(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
	(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
	(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
	(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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	The Goodyear Tire & Rubber Company

	By:	/s/ Richard J. Kramer

	Name: Richard J. Kramer

	Title:	Executive Vice President

	and Chief Financial Officer

Signature				Title		Date
*   Robert J. Keegan				Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)
/s/ RICHARD J. KRAMER   Richard J. Kramer				Executive Vice President and Chief Financial Officer (Principal Financial Officer)		December 9, 2005
*   Thomas A. Connell				Vice President and Controller (Principal Accounting Officer)
*   James C. Boland				Director
*   John G. Breen				Director
*   Gary D. Forsee				Director
*   William J. Hudson				Director
*   Steven A. Minter				Director
*   Denise M. Morrison				Director
*   Rodney O’Neal				Director

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Signature				Title		Date
*   Shirley D. Peterson				Director
*   Thomas H. Weidemeyer				Director

*By:  /s/ RICHARD J. KRAMER	December 9, 2005

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