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		Page
Forward-Looking Information — Safe Harbor Statement			ii
Additional Information			iv
Summary			1
Risk Factors			7
Use of Proceeds			19
Consolidated Ratio of Earnings to Fixed Charges			19
Selected Financial Data			19
Management’s Discussion and Analysis of Financial Condition and Results of Operations			21
Quantitative and Qualitative Disclosures About Market Risk			51
Business			54
Properties			63
Legal Proceedings			65
Supplementary Data			69
Management			70
Security Ownership of Certain Beneficial Owners and Management			84
Selling Security Holders			87
Plan of Distribution			91
Description of the Notes			93
Book-Entry System			115
Description of Capital Stock			117
Market Price of and Dividends on the Common Stock and Related Shareholder Matters			120
Certain United States Federal Income Tax Consequences			121
Benefit Plan Considerations			129
Legal Matters			131
Experts			131

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	•	although we recorded net income in 2004 and 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 pension plans are significantly underfunded and our required contributions to those plans are substantial. Proposed U.S. 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;
	•	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;
	•	pending litigation relating to our 2003 restatement could have a material adverse effect on our financial condition;
	•	an ongoing SEC investigation regarding our accounting restatement could materially adversely affect us;
	•	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;
	•	our secured credit facilities limit the amount of capital expenditures that we may make;
	•	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 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;

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	•	we are subject to extensive government regulations that may materially adversely affect our operating results;
	•	our international operations have certain risks that may materially adversely affect our operating results;
	•	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 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);
	•	if we are unable to attract and retain key personnel, our business could be materially adversely affected; and
	•	we may be impacted by economic and supply disruptions associated with global events including war, acts of terror, civil obstructions and natural disasters.

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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.

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

	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.

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	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 adversely affected.

	Pending litigation relating to our 2003 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.

	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.

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	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 would need to dedicate a substantial portion of these funds for 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.

	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.

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	•	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.

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

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	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; and
	•	the risk that the bankruptcies of other asbestos defendants may increase our costs.

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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 operating results.

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

	•	exposure to local economic conditions;
	•	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;
	•	risks of renegotiation or modification of existing agreements with governmental authorities;

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	•	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;
	•	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.

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	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.

	The notes are not protected by restrictive covenants.

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	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.

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

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	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,
2005				2004				2003				2002				2001
	2.05				1.72				—	(1)			1.16				—	(2)

(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.

			Year Ended December 31,
			2005				2004				2003				2002				2001
(In millions, except per share amounts)
Net Sales			$	19,723			$	18,353			$	15,102			$	13,828			$	14,140
Income (Loss) before Cumulative Effect of Accounting Change			$	239			$	115			$	(807	)		$	(1,247	)		$	(255	)
Cumulative Effect of Accounting Change				(11	)			—				—				—				—
Net Income (Loss)			$	228			$	115			$	(807	)		$	(1,247	)		$	(255	)
Net Income (Loss) Per Share — Basic
	Income (Loss) before Cumulative Effect of Accounting Change		$	1.36			$	0.65			$	(4.61	)		$	(7.47	)		$	(1.59	)
	Cumulative Effect of Accounting Change			(0.06	)			—				—				—				—
	Net Income (Loss) Per Share — Basic		$	1.30			$	0.65			$	(4.61	)		$	(7.47	)		$	(1.59	)

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			Year Ended December 31,
			2005				2004				2003				2002				2001
(In millions, except per share amounts)
Net Income (Loss) Per Share — Diluted
	Income (Loss) before Cumulative Effect of Accounting Change		$	1.21			$	0.63			$	(4.61	)		$	(7.47	)		$	(1.59	)
	Cumulative Effect of Accounting Change			(0.05	)			—				—				—				—
	Net Income (Loss) Per Share — Diluted		$	1.16			$	0.63			$	(4.61	)		$	(7.47	)		$	(1.59	)
Dividends Per Share			$	—			$	—			$	—			$	0.48			$	1.02
Total Assets				15,627				16,101				14,285				12,461				13,565
Long Term Debt and Capital Leases due Within One Year				448				1,010				114				370				110
Long Term Debt and Capital Leases				4,742				4,443				4,826				2,990				3,203
Shareholders’ Equity (Deficit)				73				74				(33	)			221				2,597

(1)	Refer to “Principles of Consolidation” in the Note to the Consolidated Financial Statements No. 1, Accounting Policies, included herein.
(2)	Net Income in 2005 included net after-tax charges of $68 million, or $0.33 per share-diluted, due to reductions in production resulting from the impact of hurricanes, fire loss recovery, favorable settlements with certain chemical suppliers, rationalizations, receipt of insurance proceeds for an environmental insurance settlement, general and product liability — discontinued products, asset sales, write-off of debt fees, the cumulative effect of adopting FIN 47, and the impact of certain tax adjustments.
(3)	Net sales in 2004 increased $1 billion resulting from the consolidation of two businesses in accordance with FASB Interpretation No. 46R (revised December 2003) “Consolidation of Variable Interest Entities” (FIN 46R). Net Income in 2004 included net after-tax charges of $154 million, or $0.80 per share-diluted, for rationalizations and related accelerated depreciation, general and product liability-discontinued products, insurance fire loss deductibles, external professional fees associated with an accounting investigation, and asset sales. Net income in 2004 also included net after-tax benefits of $239 million, or $1.24 per share-diluted, from an environmental insurance settlement, net favorable tax adjustments and a favorable lawsuit settlement.
(4)	Net Loss in 2003 included net after-tax charges of $516 million, or $2.93 per share-diluted, for rationalizations, general and product liability-discontinued products, accelerated depreciation and asset write-offs, net favorable tax adjustments, and an unfavorable settlement of a lawsuit. In addition, we recorded account reconciliation adjustments related to Engineered Products in the restatements totaling $19 million or $0.11 per share in 2003.
(5)	Net Loss in 2002 included net after-tax charges of $24 million, or $0.14 per share-diluted, for general and product liability — discontinued products, asset sales, rationalizations, and the write-off of a miscellaneous investment. Net loss in 2002 also included a non-cash charge of $1.2 billion, or $7.31 per share-diluted, to establish a valuation allowance against net federal and state deferred tax assets.
(6)	Net Loss in 2001 included net after-tax charges of $187 million, or $1.18 per share-diluted, for rationalizations, asset sales, general and product liability — discontinued products, rationalization costs at an equity affiliate and costs related to a tire replacement program.

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	(All per share amounts are diluted)

				Year Ended December 31,
				2005				2004				% Change
(In millions of tires)
Replacement Units
North American Tire (U.S. and Canada)					71.2				70.8				0.5	%
International					90.8				88.8				2.2	%
		Total			162.0				159.6				1.5	%
OE Units
North American Tire (U.S. and Canada)					30.7				31.7				(3.3	)%
International					33.7				32.0				5.5	%
		Total			64.4				63.7				1.1	%
	Goodyear worldwide tire units				226.4				223.3				1.4	%

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	2005

	2004

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	General

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				Year Ended December 31,
				2004				2003				% Change
(In millions of tires)
Replacement Units
North American Tire (U.S. and Canada)					70.8				68.6				3.2	%
International					88.8				82.0				8.3	%
		Total			159.6				150.6				6.0	%
OE Units
North American Tire (U.S. and Canada)					31.7				32.6				(2.6	)%
International					32.0				30.3				5.4	%
		Total			63.7				62.9				1.2	%
	Goodyear worldwide tire units				223.3				213.5				4.6	%

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	2004

	2003

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	•	general and product liability and other litigation,
	•	workers’ compensation,
	•	recoverability of goodwill and other intangible assets,
	•	deferred tax asset valuation allowance and uncertain income tax positions, and
	•	pension and other postretirement benefits.

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

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						+/ - Change at December 31, 2005
		Change				PBO/ABO				Equity				2006 Expense
(Dollars in millions)
Pensions:
Assumption:
Discount rate			+/- 0.5	%		$	340			$	340			$	30
Actual return on assets			+/- 1.0	%			N/A				30				5
Estimated return on assets			+/- 1.0	%			N/A				N/A				34
Postretirement Benefits:
Assumption:
Discount rate			+/- 0.5	%		$	103				N/A			$	2
Health care cost trends — total cost			+/- 1.0	%			11				N/A				1

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		Year Ended December 31,
		2005				2004				2003
(In millions)
Tire Units			101.9				102.5				101.2
Net Sales		$	9,091			$	8,569			$	7,279
Operating Income (Loss)			167				74				(103	)
Operating Margin			1.8	%			0.9	%			(1.4	)%

	2005 Compared to 2004

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	2004 Compared to 2003

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		Year Ended December 31,
		2005				2004				2003
(In millions)
Tire Units			64.3				62.8				62.3
Net Sales		$	4,676			$	4,476			$	3,922
Operating Income			317				253				130
Operating Margin			6.8	%			5.7	%			3.3	%

	2005 Compared to 2004

	2004 Compared to 2003

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		Year Ended December 31,
		2005				2004				2003
(In millions)
Tire Units			19.7				18.9				17.9
Net Sales		$	1,437			$	1,279			$	1,073
Operating Income			198				194				147
Operating Margin			13.8	%			15.2	%			13.7	%

	2005 Compared to 2004

	2004 Compared to 2003

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		Year Ended December 31,
		2005				2004				2003
(In millions)
Tire Units			20.4				19.6				18.7
Net Sales		$	1,466			$	1,245			$	1,041
Operating Income			295				251				149
Operating Margin			20.1	%			20.2	%			14.3	%

	2005 Compared to 2004

	2004 Compared to 2003

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		Year Ended December 31,
		2005				2004				2003
(In millions)
Tire Units			20.1				19.5				13.4
Net Sales		$	1,423			$	1,312			$	582
Operating Income			84				60				49
Operating Margin			5.9	%			4.6	%			8.4	%

	2005 Compared to 2004

	2004 Compared to 2003

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		Year Ended December 31,
		2005				2004				2003
(In millions)
Net Sales		$	1,630			$	1,472			$	1,205
Operating Income			103				114				47
Operating Margin			6.3	%			7.7	%			3.9	%

	2005 Compared to 2004

	2004 Compared to 2003

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		December 31,
		2005				2004				2003
(In millions)
Consolidated debt		$	5,423			$	5,680			$	5,087
Debt to debt and equity			98.7	%			98.7	%			100.7	%

	$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.

	$350 Million Convertible Senior Note Offering

	$400 Million Senior Notes Offering

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	April 8, 2005 Refinancing

	•	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).

	$1.5 Billion First Lien Credit Facility

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	$1.2 Billion Second Lien Term Loan Facility

	$300 Million Third Lien Secured Term Loan Facility

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

	Consolidated EBITDA (per Credit Agreements)

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		Year Ended December 31,
		2005				2004				2003
(In millions)
Net Income (Loss)		$	228			$	115			$	(807	)
Consolidated Interest Expense			411				369				296
U.S. and Foreign Taxes on Income			250				208				117
Depreciation and Amortization Expense			630				629				692
Cumulative Effect of Accounting Change			11				—				—
EBITDA			1,530				1,321				298
Credit Agreement Adjustments:
Other (Income) and Expense			70				1				343
Minority Interest in Net Income (Loss) of Subsidiaries			95				58				33
Consolidated Interest Expense Adjustment			5				11				18
Non-cash Non-recurring Items			—				—				55
Rationalizations			11				56				291
Less Excess Cash Rationalization Charges			—				—				(13	)(1)
Consolidated EBITDA		$	1,711			$	1,447			$	1,025

	(1)	“Excess Cash Rationalization Charges” is defined in our credit facilities, for the year ended December 31, 2003, only contemplates cash expenditures with respect to rationalization charges recorded on the Consolidated Statements of Operations after April 1, 2003.

	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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		Payment Due by Period as of December 31, 2005
																										After
		Total				1st Year				2nd Year				3rd Year				4th Year				5th Year				5 Years
(In millions)
Long Term Debt(1)		$	5,347			$	674			$	329			$	102			$	327			$	1,385			$	2,530
Capital Lease Obligations(2)			107				13				12				12				12				12				46
Interest Payments(3)			2,387				389				344				332				330				249				743
Operating Leases(4)			1,471				315				254				193				145				109				455
Pension Benefits(5)			838				838				(5	)			(5	)			(5	)			(5	)			(5	)
Other Post Retirement Benefits(6)			2,204				254				250				245				236				227				992
Workers Compensation(7)			334				86				43				32				23				17				133
Binding Commitments(8)			1,288				1,020				51				32				30				26				129
		$	13,976			$	3,589			$	1,283			$	948			$	1,103			$	2,025			$	5,028

	(1)	Long term debt payments include notes payable and reflect long term debt maturities as of December 31, 2005.
	(2)	The present value of capital lease obligations is $76 million.
	(3)	These amounts represent future interest payments related to our existing debt obligations 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 December 31, 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 lease obligations have not been reduced by minimum sublease rentals of $51 million, $42 million, $33 million, $24 million, $15 million, and $20 million in each of the periods above, respectively, for a total of $185 million. Payments, net of minimum sublease rentals, total $1,286 million. The present value of the net operating lease payments is $893 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, 2005. Although subject to change, the amount set forth in the table represents the midpoint of our estimated minimum funding requirements in 2006 for domestic defined benefit pension plans under current ERISA law, and the midpoint of our expected contributions to our funded non-U.S. pension plans in 2006. The expected contributions are based upon a number of assumptions, including, an ERISA liability interest rate of 5.08% for 2006.

At the end of 2005, the interest relief rate measures used for pension funding calculations expired. Since new legislation has not yet been enacted, the interest rate has reverted to a 30-year U.S. Treasury bond basis beginning in 2006. Under this basis, we estimate that we will be required to contribute approximately $700 million to $750 million to our domestic pension plans in 2006, as reflected in the table above. If new legislation is enacted in 2006, we expect the interest rate used for 2006 will be based on a Corporate bond basis. Using an estimate of these rates would result in estimated U.S. contributions during 2006 in the range of $550 million to $600 million. We are not able to reasonably estimate our future required contributions beyond 2006 due to uncertainties

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	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 pending pension funding legislation, and
	•	how contributions in excess of the minimum requirements could impact the amounts and timing of future contributions.

	Subject to the outcome of pending legislation, our domestic pension obligations are expected to peak in 2006. However, we anticipate being subject to significant required pension funding obligations in 2007 and beyond.

	(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. Under the relevant summary plan descriptions or plan documents we have the right to modify or terminate the plans. 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 obligations are based upon recent historical payment patterns on claims. The present value of anticipated claims payments for workers’ compensation is $250 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 includes obligations to purchase raw materials through short term supply contracts at fixed prices or at formula prices 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 certain long term agreements, we shall purchase minimum amounts of a raw material at an agreed upon base price that is subject to quarterly adjustments for changes in raw material costs, natural gas costs, and market price adjustments.

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	•	made guarantees,
	•	retained or held a contingent interest in transferred assets,
	•	undertaken an obligation under certain derivative instruments, or
	•	undertaken any obligation arising out of a material variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the company, or that engages in leasing, hedging or research and development arrangements with the company.

		Amount of Commitment Expiration per Period
		Total				1st Year				2nd Year				3rd Year				4th Year				5th Year				Thereafter
(In millions)
Customer Financing Guarantees		$	8			$	3			$	—			$	1			$	2			$	—			$	2
Affiliate Financing Guarantees			2				—				—				2				—				—				—
Other Guarantees			1				1				—				—				—				—				—
Off-Balance Sheet Arrangements		$	11			$	4			$	—			$	3			$	2			$	—			$	2

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			2005				2004
(Dollars in millions)
Fixed Rate Contracts:
	Notional principal amount		$	—			$	15
	Pay fixed rate			—				5.94	%
	Receive variable Australian Bank Bill Rate			—				5.43	%
	Average years to maturity			—				0.50
	Fair value		$	—			$	—
	Pro forma fair value			—				—
Floating Rate Contracts:
	Notional principal amount		$	200			$	200
	Pay variable LIBOR			6.27	%			4.31	%
	Receive fixed rate			6.63	%			6.63	%
	Average years to maturity			0.92				1.92
	Fair value — asset		$	—			$	6
	Pro forma fair value — asset			—				5

			2005				2004				2003
(Dollars in millions)
Fixed Rate Contracts:
	Notional principal amount		$	7			$	96			$	325
	Pay fixed rate			5.94	%			5.14	%			5.00	%
	Receive variable LIBOR			5.66	%			1.86	%			1.24	%
Floating Rate Contracts:
	Notional principal amount		$	200			$	200			$	207
	Pay variable LIBOR			4.92	%			3.27	%			3.03	%
	Receive fixed rate			6.63	%			6.63	%			6.63	%

		2005				2004
(In millions)
Carrying amount — liability		$	2,847			$	3,055
Fair value — liability			3,119				3,388
Pro forma fair value — liability			3,203				3,467

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		2005				2004
(In millions)
Fair value — asset			$40				$102
Pro forma decrease in fair value			(47	)			(71	)
Contract maturities			1/06-10/19				1/05-10/19

			2005				2004
(In millions)
Asset (liability):
	Swiss franc swap — current		$	38			$	—
	Swiss franc swap — long term			—				60
	Euro swaps — current			—				46
	Other — current asset			3				4
	Other — long term assets			2				1
	Other — current liability			(1	)			(6	)
	Other — long term liability			(2	)			(3	)

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

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		Year Ended December 31,
Sales of New Tires By		2005				2004				2003
North American Tire			87.8	%			87.9	%			86.3	%
European Union Tire			89.5				87.4				89.2
Eastern Europe Tire			95.0				94.6				94.1
Latin American Tire			92.2				92.5				91.1
Asia Pacific Tire			80.7				82.2				97.7

			Year Ended December 31,
			2005				2004				2003
(In millions of tires)
North American Tire				101.9				102.5				101.2
European Union Tire				64.3				62.8				62.3
Eastern Europe Tire				19.7				18.9				17.9
Latin American Tire				20.4				19.6				18.7
Asia Pacific Tire				20.1				19.5				13.4
	Goodyear worldwide tire units			226.4				223.3				213.5

			Year Ended December 31,
			2005				2004				2003
(In millions of tires)
Replacement tire units				162.0				159.6				150.6
OE tire units				64.4				63.7				62.9
	Goodyear worldwide tire units			226.4				223.3				213.5

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	Related Products and Services

	•	retreads truck, aviation 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 aviation,
	•	provides automotive maintenance and repair services at approximately 780 owned retail outlets,
	•	provides trucking fleets with new tires, retreads, mechanical service, preventative maintenance and roadside assistance from 170 Goodyear operated Wingfoot Commercial Centers,
	•	sells automotive repair and maintenance items, automotive equipment and accessories and other items to dealers and consumers,

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	•	sells chemical products to Goodyear’s other business segments and to unaffiliated customers, and
	•	provides miscellaneous other products and services.

			Year Ended December 31,
			2005				2004				2003
(In millions of tires)
Replacement tire units				71.2				70.8				68.6
OE tire units				30.7				31.7				32.6
	Total tire units			101.9				102.5				101.2

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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 aviation 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 owned retail outlets, and
	•	provides miscellaneous related products and services.

			Year Ended December 31,
			2005				2004				2003
(In millions of tires)
Replacement tire units				46.0				43.9				43.9
OE tire units				18.3				18.9				18.4
	Total tire units			64.3				62.8				62.3

	•	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,

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	•	sells new and retreaded aviation tires,
	•	provides various retreading and related services for truck and heavy equipment tires,
	•	sells automotive parts and accessories, and
	•	provides automotive repair services at owned retail outlets.

			Year Ended December 31,
			2005				2004				2003
(In millions of tires)
Replacement tire units				15.8				15.4				14.8
OE tire units				3.9				3.5				3.1
	Total tire units			19.7				18.9				17.9

	•	manufactures and sells pre-cured treads for truck and heavy equipment tires,
	•	retreads, and provides various materials and related services for retreading, truck, aviation and heavy equipment tires,
	•	manufactures other products, including off-the-road tires,
	•	manufactures and sells new aviation tires, and
	•	provides miscellaneous other products and services.

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			Year Ended December 31,
			2005				2004				2003
(In millions of tires)
Replacement tire units				15.0				15.0				14.2
OE tire units				5.4				4.6				4.5
	Total tire units			20.4				19.6				18.7

	•	retreads truck and aviation tires,
	•	manufactures tread rubber and other tire retreading materials from truck and aviation tires, and
	•	provides automotive maintenance and repair services at company owned retail outlets.

			Year Ended December 31,
			2005				2004				2003
(In millions of tires)
Replacement tire units				13.9				14.5				9.1
OE tire units				6.2				5.0				4.3
	Total tire units			20.1				19.5				13.4

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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,
	•	rubber track for agricultural and construction equipment,
	•	anti-vibration products,
	•	tank tracks, and
	•	miscellaneous products and services.

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		Year Ended December 31,
		2005		2004		2003
(In millions)
Research and development expenditures		$365		$364		$339

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

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	•	12 tire plants,
	•	1 tire fabric processing facility,
	•	1 steel tire wire cord plant,
	•	1 tire mold and tire manufacturing machines facility,
	•	1 tire retread plant,
	•	1 aviation retread plant, and
	•	1 mix plant.

	•	6 tire plants,
	•	1 textile mill,
	•	1 tire retread plant,
	•	1 aviation retread plant, and
	•	1 mold 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. Subsequent to the jury verdict, an additional $4.8 million in prejudgment interest was awarded to the plaintiffs, all of which was allocated to us.
	•	Holmes v. Goodyear (Case No. 98CV268-A, District Court, Pitkin County, Colorado), a case involving one site in which the jury awarded the plaintiff $633,000 in damages, of which the jury allocated 20% to us. The plaintiff was also awarded $368,000 in prejudgment interest and costs, all of which was allocated to us.

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	•	Cross Mountain Ranch, LP v. Goodyear (Case No. 04CV105, District Court, Routt County, Colorado), a case involving one site in which a jury awarded the plaintiff approximately $450,000 in damages. No decision has been made with respect to the amount, if any, of prejudgment interest to be awarded to the plaintiff.

	•	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 in which a federal jury awarded 34 homeowners aggregate damages of $8.2 million, 50% of which was allocated to us. The plaintiffs were also awarded an additional $5.7 million in prejudgment interest, all of which was allocated to us. On March 20, 2006, the United States Court of Appeals for the Tenth Circuit denied Goodyear’s petition for rehearing, effectively terminating the litigation with respect to all but two of the Loughridge homeowners. The Court of Appeals also ruled that two homeowners whose claims had been rejected by the trial court were entitled to a new trial.

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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
Arthur de Bok			43			President, European Union Tire
Jarro F. Kaplan			58			President, Eastern Europe, Middle East and Africa Business
Eduardo A. Fortunato			52			President, Latin America Region
Pierre Cohade			44			President, Asia Pacific Region
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			61			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			40			Senior Vice President, Business Development and Treasurer
Thomas A. Connell			57			Vice President and Controller
Donald D. Harper			59			Vice President
William M. Hopkins			61			Vice President
Isabel H. Jasinowski			57			Vice President
Gary A. Miller			59			Vice President
James C. Boland			66			Director
John G. Breen			71			Director
Gary D. Forsee			55			Director
William J. Hudson, Jr.			71			Director

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Name		Age				Position(s) Held
Steven A. Minter			67			Director
Denise M. Morrison			52			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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																			Long Term Compensation
																			Awards								Payouts
			Annual Compensation
																							Securities
															Other								Underlying				Long Term				All
															Annual				Restricted				Options/				Incentive				Other
															Compen-				Stock				SARs				Plan				Compen-
											Bonus				sation				Award(s)				(Number				Payouts				sation
							Salary				(Dollars)				(Dollars)				(Dollars)				of				(Dollars)				(Dollars)
Name and Principal Position			Year				(Dollars)				(1)				(2)				(3)				Shares)				(4)				(5)
Robert J. Keegan				2005				$1,083,333			$	3,000,000			$	52,615				—				413,859			$	1,181,540			$	—
	Chairman of the Board,			2004				1,050,000				2,600,000								—				261,548				472,113				1,000,000
	Chief Executive Officer			2003				1,000,000				509,200				—				—				200,000				—				—
	and President(6)
Richard J. Kramer				2005				452,400				660,000								—				82,192				104,369				—
	Executive Vice President and			2004				378,750				587,704				—				—				47,861				78,686				500,000
	Chief Financial Officer(7)			2003				300,000				50,496				—				—				41,600				—				—
Jonathan D. Rich				2005				436,800				654,500								—				54,598				263,877				—
	President, North American			2004				420,000				680,000				—				—				52,000				55,080				500,000
	Tire(8)			2003				345,000				63,476				—				—				45,000				—				—
C. Thomas Harvie				2005				441,067				580,000				—				—				67,020				236,308				—
	Senior Vice President,			2004				431,000				560,000				—				—				49,087				157,371				200,000
	General Counsel and			2003				415,000				175,000				—				—				42,700				—				—
	Secretary
Joseph M. Gingo				2005				372,333				520,000				—				—				24,894				137,846				—
	Executive Vice President			2004				362,083				500,000				—				—				25,600				91,800				150,000
	Quality Systems and Chief			2003				344,250				111,692				—				—				24,000				—				—
	Technical Officer(9)

	(1)	Represents amounts awarded under the Performance Recognition Plan. The entire amount of the award to Mr. Rich in 2005 was deferred in stock units pursuant to the Deferred Compensation Plan for Executives. Amounts deferred are included in the amounts shown on the table.
	(2)	The amount reported for Mr. Keegan in 2005 includes $37,194 for home security system installation and monitoring expenses.
	(3)	No restricted stock was awarded or issued by the Company to any Named Officer during 2005, 2004 or 2003. On August 6, 2002, Mr. Kramer purchased 10,000 shares of Common Stock for a purchase price of $.01 per share that were subject to transfer and other restrictions and to Goodyear’s option to repurchase under specified circumstances through August 6, 2005. The market value of the shares at the date of grant was $15.55, and Mr. Kramer received all dividends paid on the Common Stock. Although the three-year period during which the shares were restricted from transfer lapsed on August 6, 2005, restrictions on the transfer of the shares will remain in effect until such time as the Company determines it is able to deduct the value of the shares under Section 162(m) of the Internal Revenue Code.
	(4)	The payouts for 2005 relate to performance equity units granted on December 3, 2002 (the “2005 Units”), and the payouts for 2004 relate to performance equity units granted on December 3, 2001 and August 6, 2002 (the “2004 Units”). Amounts earned were determined by the extent to which the performance goals related to the units were achieved during the three year performance period applicable to the grant. The performance measure for 50% of each unit was based on Goodyear’s average annual

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		return on invested capital and the other 50% was based on 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 for both the 2005 Units and 2004 Units 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 respect to the 2005 Units, potential payouts ranging from 35% of the units if a 12.4% average annual return were achieved to 75% of the units if a 18.4% average annual return were achieved, and with respect to the 2004 Units, 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. With respect to the 2005 Units, as a result of the achievement of the target levels during the three year performance period ending December 30, 2005, each participant earned 112.85% of the units granted. The value of each unit, $17.45, was based on the average of the high and low sale price of the Common Stock on December 31, 2005. With respect to the 2004 Units, as a result of the achievement of the target levels during the three year performance period ending December 31, 2004, each participant earned 89.64% of the units granted. The value of each unit, $14.63, was based on the average of the high and low sale price of the Common Stock on December 31, 2004. Payouts with respect to both the 2005 Units and 2004 Units were made 50% in cash and 50% in shares of Common Stock.
	(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.
	(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. 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.
	(8)	Mr. Rich has served as President of North American Tire since December of 2002. He previously served as President of Chemical Products.
	(9)	Mr. Gingo has served as Executive Vice President, Quality Systems and Chief Technology Officer since June 2003. He previously served as Senior Vice President, Technology and Global Products Planning, from July 1999 to June 2003.

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		Individual Grants
																		Potential Realizable Value
		Number of Securities				% of Total												at Assumed Annual Rates of
		Underlying				Options/				Exercise								Stock Price Appreciation for
		Options/SARs				SARs				or								Option Term
		Granted				Granted to				Base Price								(Dollars)(3)
		(Number of				Employees				(Dollars per				Expiration
Name		Shares)(1)				in 2005				Share)(2)				Date				5%				10%
Robert J. Keegan			250,000				12.32	%		$	17.15				12/6/2015			$	2,697,500			$	6,832,500
			33,134	*			1.63	%			13.62				12/2/2013				215,371				516,228
			25,103	*			1.24	%			13.62				12/3/2012				139,071				324,331
			48,941	*			2.41	%			17.18				12/9/2014				463,471				1,141,794
			32,559	*			1.60	%			17.18				12/2/2013				266,984				639,784
			24,122	*			1.19	%			17.18				12/3/2012				168,613				393,189
Richard J. Kramer			52,000				2.56	%			17.15				12/6/2015				561,080				1,421,160
			2,668	*			0.13	%			13.83				12/3/2012				15,021				35,004
			6,822	*			0.34	%			13.83				12/2/2013				45,025				107,924
			8,961	*			0.44	%			17.35				12/9/2014				85,757				211,121
			6,117	*			0.30	%			17.35				12/2/2013				50,649				121,361
			3,253	*			0.16	%			17.35				8/6/2012				22,966				53,544
			2,371	*			0.12	%			17.35				12/3/2012				16,739				39,027
Jonathan D. Rich			44,000				2.17	%			17.15				12/6/2015				474,760				1,202,520
			3,775	*			0.19	%			13.36				12/2/2013				24,085				57,682
			6,823	*			0.34	%			17.35				12/2/2013				56,494				135,368
C. Thomas Harvie			37,000				1.82	%			17.15				12/6/2015				399,230				1,011,210
			7,127	*			0.35	%			13.36				12/2/2013				45,470				108,901
			10,117	*			0.50	%			17.35				12/3/2012				71,426				166,526
			6,497	*			0.32	%			17.35				12/9/2014				62,176				153,069
			6,279	*			0.31	%			17.35				12/2/2013				51,990				124,575
Joseph M. Gingo			21,000				1.03	%			17.15				12/6/2015				226,590				573,930
			3,894	*			0.19	%			14.12				12/2/2013				26,246				62,888

*	Reinvestment option. See description of reinvestment options in footnote 1 below.

	(1)	On December 6, 2005, stock options in respect of an aggregate of 1,605,936 shares of Common Stock were granted to 836 persons, including the Named Officers. All shares in the table above 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 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

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		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. In addition, all reinvestment options vest one year from the date of grant. The following reinvestment options were granted during 2005: Mr. Keegan, two grants of 33,134, and 25,103 shares on March 22, 2005, and three grants of 48,941, 32,559, and 24,122 shares on December 13, 2005; Mr. Kramer, 2,668 and 6,822 shares on March 18, 2005, and four grants of 8,961, 6,117, 3,253 and 2,371 shares on December 20, 2005; Mr. Rich, 3,775 shares on March 30, 2005, and 6,823 shares on December 20, 2005; Mr. Harvie, 7,127 shares on March 30, 2005, and three grants of 10,117, 6,497, and 6,279 shares on December 20, 2005; Mr. Gingo, 3,894 shares on May 20, 2005.
	(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.

										Number of Securities
										Underlying
										Unexercised								Value of Unexercised
		Shares								Options/SARs at								In-the-Money Options/SARs
		Acquired								December 31, 2005								at December 31, 2005
		on Exercise				Value				(Number of Shares)								(Dollars)(2)
		(Number				Realized
Name		of Shares)				(Dollars)(1)				Exercisable				Unexercisable				Exercisable				Unexercisable
Robert J. Keegan			228,250			$	1,641,726				448,548				723,609			$	184,706			$	2,530,786
Richard J. Kramer			43,050				290,961				63,611				143,242				23,484				288,603
Jonathan D. Rich			17,254				159,298				57,396				122,348				295,370				511,085
C. Thomas Harvie			45,350				371,476				154,837				128,620				44,415				495,127
Joseph M. Gingo			6,000				43,860				107,700				60,594				221,836				279,772

(1)	In accordance with the Company’s 2002 Performance Plan, the Named Officers delivered previously owned shares in payment of the exercise price with respect to each option exercised in 2005.
(2)	Determined using $17.38 per share, the closing price of the Common Stock on December 30, 2005, as reported on the New York Stock Exchange Composite Transactions tape.

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5 Year Average				Estimated annual benefits upon retirement for years of service indicated.
Annual
Remuneration				10 Years				15 Years				20 Years				25 Years				30 Years				35 Years
$	250,000			$	50,180			$	68,637			$	86,709			$	98,663			$	110,571			$	118,113
	500,000				105,180				143,637				181,709				206,163				230,571				245,613
	750,000				160,180				218,637				276,709				313,663				350,571				373,113
	1,000,000				215,180				293,637				371,709				421,163				470,571				500,613
	1,250,000				270,180				368,637				466,709				528,663				590,571				628,113
	1,500,000				325,180				443,637				561,709				636,163				710,571				755,613
	1,750,000				380,180				518,637				656,709				743,663				830,571				883,113
	2,000,000				435,180				593,637				751,709				851,163				950,571				1,010,613
	2,500,000				545,180				743,637				941,709				1,066,163				1,190,571				1,265,613
	3,000,000				655,180				893,637				1,131,709				1,281,163				1,430,571				1,520,613
	3,500,000				765,180				1,043,637				1,321,709				1,496,163				1,670,571				1,775,613
	4,000,000				875,180				1,193,637				1,511,709				1,711,163				1,910,571				2,030,613

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			Shares of Common				Percent of Common
Name and Address			Stock Beneficially				Stock Outstanding
of Beneficial Owner			Owned				Beneficially Owned
Brandes Investment Partners, L.P.
	11988 El Camino Real, Suite 500
	San Diego, California 92130			26,665,275	(1)			15.1	%
State Street Bank and Trust Company, acting in various fiduciary capacities
	225 Franklin Street
	Boston, Massachusetts 02110			10,477,102	(2)			5.9	%
Impala Asset Management LLC
	134 Main Street
	New Canaan, Connecticut 06840			9,853,400	(3)			5.6	%
LSV Asset Management
	1 N. Wacker Drive, Suite 4000
	Chicago, Illinois 60606			9,701,500	(4)			5.5	%
Merrill Lynch & Co., Inc., on behalf of
	Merrill Lynch Investment Managers
	World Financial Center, North Tower
	250 Vesey Street
	New York, New York 10381			9,576,933	(5)			5.4	%
Mellon Financial Corporation and related reporting persons
	One Mellon Center
	Pittsburgh, Pennsylvania 15258			8,883,179	(6)			5.0	%

	(1)	Shared dispositive power in respect of 26,665,275 shares and shared voting power in respect of 22,321,996 shares, as stated in a Schedule 13G filed with the Securities and Exchange Commission on February 14, 2006.
	(2)	Sole voting and shared dispositive power in respect of 10,477,102 shares, as stated in a Schedule 13G filed with the Securities and Exchange Commission on February 13, 2006.
	(3)	Shared voting and dispositive power in respect of 9,853,400 shares, as stated in a Schedule 13G filed with the Securities and Exchange Commission on February 6, 2006.
	(4)	Sole dispositive power in respect of 9,528,200 shares and sole voting power in respect of 6,730,400 shares, as stated in a Schedule 13G filed with the Securities and Exchange Commission on February 13, 2006.
	(5)	Shared voting and dispositive power in respect of 9,576,933 shares, as stated in a Schedule 13G filed with the Securities and Exchange Commission on February 7, 2006. Ownership of the shares is disclaimed pursuant to Section 13d-4 of the Securities Exchange Act of 1934.
	(6)	Sole voting and shared voting power in respect of 3,203,464 and 66,900 shares, respectively, and sole dispositive and shared dispositive power in respect of 8,533,526 and 309,156 shares, respectively, as stated in a Schedule 13G filed with the Securities and Exchange Commission on February 15, 2006.

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		Beneficial Ownership at January 31, 2006 (1)
						Shares of
		Shares of Common				Common Stock				Shares of Common
		Stock Owned				Held in Savings				Stock Subject to				Deferred Share				Percent of
Name		Directly (2)				Plan (3)				Exercisable Options (4)				Equivalent Units				Class
James C. Boland			3,000				-0-				-0-				17,769	(11)			*
John G. Breen			200	(5)			-0-				-0-				48,178	(11)			*
Gary D. Forsee			1,000				-0-				-0-				24,623	(11)			*
Joseph M. Gingo			8,889	(6)			863				102,100				2,707	(12)			*
C. Thomas Harvie			29,858				1,075				150,964				-0-				*
William J. Hudson, Jr			5,000				-0-				-0-				36,849	(11)			*
Robert J. Keegan			152,160	(7)			433				506,785				-0-				*
Richard J. Kramer			38,000	(8)			209				73,101				455	(12)			*
Steven A. Minter			3,580				-0-				-0-				29,848	(11)			*
Denise M. Morrison			1,100				-0-				-0-				3,740	(11)			*
Rodney O’Neal			-0-				-0-				-0-				9,754	(11)			*
Shirley D. Peterson			-0-				-0-				-0-				7,852	(11)			*
Jonathan D. Rich			26,272	(9)			3,211				61,171				-0-				*
Thomas H. Weidemeyer			1,000				-0-				-0-				5,054	(11)			*
Michael R. Wessel			-0-				-0-				-0-				-0-				*
All directors, the Named Officers and all other executive officers as a group (30 persons)			404,653	(10)			17,614				1,569,576				192,530				1.1

	(1)	The number of shares indicated as beneficially owned by each of the directors and named executive officers, and the 1,991,843 shares of Common Stock indicated as beneficially owned by all directors and officers as a group, and the percentage of Common Stock outstanding 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 April 3, 2006 under Goodyear’s 2002 Performance Plan (the “2002 Plan”), Goodyear’s 1997 Performance Incentive Plan (the “1997 Plan”) and the 1989 Goodyear Performance and Equity Incentive Plan (the “1989 Plan”).
	(5)	Shares acquired by Mr. Breen pursuant to Goodyear’s 1994 Restricted Stock Award Plan for Non-employee Directors, which shares are subject to certain restrictions.
	(6)	Includes 2,284 shares owned by his spouse.

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	(7)	Includes 13,000 shares owned by his spouse.
	(8)	Includes 10,000 shares acquired under the 2002 Plan and a Restricted Stock Purchase Agreement, which shares are subject to the Company’s repurchase option and certain restrictions on transfer.
	(9)	Includes 1,000 shares owned jointly by Mr. Rich and his spouse.

	(10)	Includes 371,038 shares owned of record and beneficially or owned beneficially through a nominee, and 33,615 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 accounts of the director under Goodyear’s Outside Directors’ Equity Participation Plan, payable in cash following retirement from the Board of Directors. See “Directors’ Compensation.”
	(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
Altma Fund Sicav Plc in respect of The Grafton Sub Fund(5)			400,000				33,228				33,228				0
Aristeia International Limited(6)			23,750,000				1,972,920				1,972,920				0
Aristeia Partners LP(7)			1,550,000				128,759				128,759				0
Citigroup Global Markets Inc.			8,063,000				669,796				669,796				0
CNH CA Master Account, L.P.(8)			17,750,000				1,474,498				1,474,498				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 Europe LTD(9)			8,000,000				664,562				664,562				0
DBAG London(10)			45,000,000				3,738,164				3,738,164				0
D.E. Shaw Valence Portfolios, L.L.C(11)			37,500,000				2,699,785				2,699,785				0
Deutsche Bank Securities Inc.			13,600,000				1,129,756				1,129,756				0
Ellington Overseas Partners, Ltd.(12)			1,000,000				83,070				83,070				0
Galleon Explorers Partners, L.P.(13)			32,000				2,658				2,658				0
Galleon Explorers Offshore, Ltd.(13)			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.(14)			2,000,000				166,141				166,141				0
HBMC LLC(15)			2,500,000				207,676				207,676				0
Highbridge International LLC(16)			20,000,000				1,661,406				1,661,406				0
HSBC Investments (USA) Inc. A/ C HSBC Multi-Strategy Arbitrage Fund			1,000,000				83,070				83,070				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)
Institutional Benchmarks Series (Master Feeder) Limited in Respect of Electra Series c/o Quatro Fund(17)			250,000				20,768				20,768				0
KBC Financial Products, Cayman Islands, Ltd.(18)			15,000,000				1,246,055				1,246,055				0
KBC Financial Products USA, Inc.(18)			4,000,000				415,352				415,352				0
Lehman Brothers Inc.			2,000,000				166,141				166,141				0
Lyxor/ Context Fund LTD(3)			1,050,000				87,224				87,224				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
Northern Income Equity Fund			6,000,000				498,422				498,422				0
Primerica Life Insurance Company(21)			38,000				3,157				3,157				0
Quattro Fund Ltd.(22)			4,500,000				373,816				373,816				0
Quattro Multistrategy Masterfund LP(22)			250,000				20,768				20,768				0
Radcliffe SPC, Ltd.(23)			24,600,000				2,043,529				2,043,529				0
Sage Capital Management, LLC(24)			2,300,000				191,062				191,062				0
Shepard Investments International, Ltd.(25)			7,500,000				750,627				623,027				127,600
Stark International(25)			2,500,000				207,676				207,676				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
Vicis Capital Master Fund(26)			1,000,000				83,070				83,070				0
Whitebox Diversified Convertible Arbitrage Partners L.P.(27)			1,000,000				83,070				83,070				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.
	(3)	Michael Rosen and William Fertig exercise voting or investment control over the notes owned by this selling security holder.
	(4)	Allstate Insurance Company is a wholly-owned subsidiary of The Allstate Corporation.
	(5)	Michael Rosen and William Fertig exercise 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)	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.

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	(9)	Gerry Murtagh exercises voting or investment control over the notes owned by this selling security holder.

(10)	This selling security holder is a wholly-owned subsidiary of Deutsche Bank Securities Inc.
(11)	D.E. Shaw & Co. L.P., as either managing member or investment adviser, has voting and investment control over any shares of Common Stock issuable upon conversion of the Notes owned by this selling shareholder. Julius Gaudio, Eric Wepsic, and Anne Dinning, or their designees exercise voting and investment control over the notes on D.E. Shaw & Co. L.P.’s behalf.
(12)	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.
(13)	Raj Rajaratnam exercises voting or investment control over the notes owned by this selling security holder.
(14)	Bradford Whitmore and Michael Brailov exercise voting or investment control over the notes owned by this selling security holder.
(15)	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.
(16)	Highbridge Capital Management, LLC (“Highbridge”) is the trading manager of Highbridge International LLC (“HIC”) and consequently has voting control and investment discretion over securities held by HCC. Glenn Dubin and Henry Swieca control Highbridge. Each of Highbridge, Glenn Dubin and Henry Swieca disclaims beneficial ownership of the securities held by HIC.
(17)	Gary Crowdek exercises voting or investment control over the notes owned by this selling security holder.
(18)	Alex Bezjian, Darren Carter, Jason Cuevas, Damir Delic, Luke Edwards, Jeff Engelberg, Dennis Fitzgerald, Thomas Korossy, Liming Kwan, Dan Lerner, Daniel McAloon, Brian Murphy, Eric Needleman, Timothy Quarnstrom, David Ricciardi, Quincy Scott, Rupen Soultanian, Mark Sullivan, John Tonzola, Tim Vaughan, Vincenzo Vigliotti, Richard Winter and Brandon Yarckin exercise voting or investment control over the notes owned by this selling security holder.
(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)	Andrew Kaplan, Brian Swain and Louis Napoli exercise voting or investment control over the notes owned by this selling security holder.
(23)	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.

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(24)	Peter deLisser exercises voting or investment control over the notes owned by this selling security holder.
(25)	Michael A. Roth and Brian J. Stark exercise voting or investment control over the notes owned by this selling security holder.
(26)	John Succo, Sky Lucas and Shad Stastney exercise voting or investment control over the notes owned by this selling security holder.
(27)	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
2006:
	First Quarter (through March 22, 2006)		$	19.31			$	12.78
2005:
	First Quarter			16.08				13.11
	Second Quarter			15.46				11.24
	Third Quarter			18.59				15.00
	Fourth Quarter			18.18				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
Management’s Report on Internal Control over Financial Reporting					F-2
Report of Independent Registered Public Accounting Firm					F-3
Consolidated Financial Statements of The Goodyear Tire & Rubber Company:
	Consolidated Statements of Operations for each of the three years ended December 31, 2005				F-5
	Consolidated Balance Sheets at December 31, 2005 and December 31, 2004				F-6
	Consolidated Statements of Shareholders’ Equity (Deficit) for each of the three years ended December 31, 2005				F-7
	Consolidated Statements of Cash Flows for each of the three years ended December 31, 2005				F-8
	Notes to Consolidated Financial Statements				F-9
Supplementary Data (unaudited)					F-71
Financial Statement Schedules:
	The following consolidated financial statement schedules of The Goodyear Tire & Rubber Company are included as part of this prospectus and should be read in conjunction with the Consolidated Financial Statements of The Goodyear Tire & Rubber Company:
		Schedule I — Condensed Financial Information of Registrant			FS-2
		Schedule II — Valuation and Qualifying Accounts			FS-8

F-1

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	Consolidated financial statements and financial statement schedules

	Internal control over financial reporting

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/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP

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			Year Ended December 31,
			2005				2004				2003
(Dollars in millions, except per share amounts)
Net Sales			$	19,723			$	18,353			$	15,102
Cost of Goods Sold				15,772				14,691				12,481
Selling, Administrative and General Expense				2,875				2,833				2,374
Rationalizations (Note 2)				11				56				291
Interest Expense (Note 14)				411				369				296
Other (Income) and Expense (Note 3)				70				23				317
Minority Interest in Net Income of Subsidiaries				95				58				33
Income (Loss) before Income Taxes and Cumulative Effect of Accounting Change				489				323				(690	)
United States and Foreign Taxes on Income (Loss) (Note 13)				250				208				117
Income (Loss) before Cumulative Effect of Accounting Change				239				115				(807	)
Cumulative Effect of Accounting Change, net of income taxes and minority interest (Note 19)				(11	)			—				—
Net Income (Loss)			$	228			$	115			$	(807	)
Net Income (Loss) Per Share — Basic
	Income (Loss) before cumulative effect of accounting change		$	1.36			$	0.65			$	(4.61	)
	Cumulative effect of accounting change			(0.06	)			—				—
	Net Income (Loss) Per Share — Basic		$	1.30			$	0.65			$	(4.61	)
	Weighted Average Shares Outstanding (Note 11)			176				175				175
Net Income (Loss) Per Share — Diluted
	Income (Loss) before cumulative effect of accounting change		$	1.21			$	0.63			$	(4.61	)
	Cumulative effect of accounting change			(0.05	)			—				—
	Net Income (Loss) Per Share — Diluted		$	1.16			$	0.63			$	(4.61	)
	Weighted Average Shares Outstanding (Note 11)			209				192				175

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				December 31,
				2005				2004
(Dollars in millions)
Assets
Current Assets:
	Cash and cash equivalents (Note 1)			$	2,178			$	1,968
	Restricted cash (Note 1)				231				152
	Accounts and notes receivable (Note 4)				3,158				3,398
	Inventories (Note 5)				2,862				2,784
	Prepaid expenses and other current assets				251				272
		Total Current Assets			8,680				8,574
Goodwill (Note 6)					637				717
Intangible Assets (Note 6)					159				169
Deferred Income Tax (Note 13)					102				83
Deferred Pension Costs and Other Assets (Note 7 and 12)					870				1,105
Properties and Plants (Note 8)					5,179				5,453
		Total Assets		$	15,627			$	16,101
Liabilities
Current Liabilities:
	Accounts payable-trade			$	1,945			$	1,970
	Compensation and benefits (Note 11 and Note 12)				1,121				1,029
	Other current liabilities				671				718
	United States and foreign taxes				393				245
	Notes payable (Note 10)				233				227
	Long term debt and capital leases due within one year (Note 10)				448				1,010
		Total Current Liabilities			4,811				5,199
Long Term Debt and Capital Leases (Note 10)					4,742				4,443
Compensation and Benefits (Note 11 and Note 12)					4,480				4,645
Deferred and Other Noncurrent Income Taxes (Note 13)					304				402
Other Long Term Liabilities					426				495
Minority Equity in Subsidiaries					791				843
		Total Liabilities			15,554				16,027
Commitments and Contingent Liabilities (Note 17)
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, 176,509,751 (175,619,639 in 2004)				177				176
Capital Surplus					1,398				1,392
Retained Earnings					1,298				1,070
Accumulated Other Comprehensive Loss (Note 16)					(2,800	)			(2,564	)
		Total Shareholders’ Equity			73				74
		Total Liabilities and Shareholders’ Equity		$	15,627			$	16,101

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																					Accumulated
					Common Stock																Other				Total
													Capital				Retained				Comprehensive				Shareholders’
					Shares				Amount				Surplus				Earnings				Loss				Equity (Deficit)
(Dollars in millions)
Balance at December 31, 2002
	(after deducting 20,371,235 treasury shares)					175,307,433			$	175			$	1,390			$	1,762			$	(3,106	)		$	221
	Comprehensive income (loss):
		Net loss																(807	)
		Foreign currency translation (net of tax benefit of $0)																				393
		Minimum pension liability (net of tax of $2)																				128
		Unrealized investment gain (net of tax of $0)																				4
			Reclassification adjustment for amounts recognized in income (net of tax of $9)																			9
		Deferred derivative gain (net of tax of $0)																				46
			Reclassification adjustment for amounts recognized in income (net of tax of $2)																			(27	)
			Total comprehensive loss																							(254	)
		Common stock issued from treasury:
			Stock compensation plans			18,996				—
Balance at December 31, 2003
	(after deducting 20,352,239 treasury shares)					175,326,429				175				1,390				955				(2,553	)			(33	)
	Comprehensive income (loss):
		Net income																115
		Foreign currency translation (net of tax benefit of $0)																				254
		Minimum pension liability (net of tax of $34)																				(284	)
		Unrealized investment gain (net of tax of $0)																				13
		Deferred derivative gain (net of tax of $0)																				30
			Reclassification adjustment for amounts recognized in income (net of tax of $(4))																			(24	)
			Total comprehensive income																							104
		Common stock issued from treasury:
			Stock compensation plans			293,210				1				2												3
Balance at December 31, 2004
	(after deducting 20,059,029 treasury shares)					175,619,639				176				1,392				1,070				(2,564	)			74
	Comprehensive income (loss):
		Net income																228
		Foreign currency translation (net of tax benefit of $0)																				(201	)
			Reclassification adjustment for amounts recognized in income (net of tax of $0)																			48
		Minimum pension liability (net of tax of $23)																				(97	)
		Unrealized investment gain (net of tax of $0)																				18
		Deferred derivative gain (net of tax of $0)																				(21	)
			Reclassification adjustment for amounts recognized in income (net of tax of $(1))																			17
			Total comprehensive loss																							(8	)
		Common stock issued from treasury:
			Stock compensation plans			890,112				1				6												7
Balance at December 31, 2005
	(after deducting 19,168,917 treasury shares)					176,509,751			$	177			$	1,398			$	1,298			$	(2,800	)		$	73

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						Year Ended December 31,
						2005				2004				2003
(In millions)
Cash Flows from Operating Activities:
	Net Income (Loss)					$	228			$	115			$	(807	)
		Adjustments to reconcile net income (loss) to cash flows from operating activities:
			Depreciation and amortization				630				629				692
			Amortization of debt issuance costs				76				74				62
			Deferred tax provision (Note 13)				(19	)			(4	)			(10	)
			Net rationalization charges (Note 2)				5				48				267
			Rationalization payments				(43	)			(97	)			(93	)
			Net loss on asset sales (Note 3)				38				8				16
			Net insurance settlement gains (Note 3)				(79	)			(149	)			—
			Insurance recoveries				228				175				20
			Minority interest and equity earnings				91				59				54
			Cumulative effect of accounting change				11				—				—
			Proceeds from sales of accounts receivable (Note 4)				2				(118	)			(840	)
			Pension contributions				(526	)			(265	)			(116	)
			Changes in operating assets and liabilities, net of asset acquisitions and dispositions:
				Accounts and notes receivable			(16	)			(277	)			(9	)
				Inventories			(253	)			(50	)			39
				Accounts payable — trade			44				153				(104	)
				Compensation and benefits			439				474				387
				Other current liabilities			(62	)			145				70
				Other long term liabilities			(34	)			(149	)			115
				Other assets and liabilities			125				14				(12	)
			Total cash flows from operating activities				885				785				(269	)
Cash Flows from Investing Activities:
		Capital expenditures					(634	)			(529	)			(405	)
		Short term securities redeemed					—				—				27
		Asset dispositions					257				19				104
		Asset acquisitions					(2	)			(62	)			(71	)
		Increase in restricted cash					(79	)			(129	)			(24	)
		Other transactions					18				50				79
			Total cash flows from investing activities				(440	)			(651	)			(290	)
Cash Flows from Financing Activities:
		Short term debt incurred					169				169				323
		Short term debt paid					(131	)			(191	)			(469	)
		Long term debt incurred					2,289				1,899				2,978
		Long term debt paid					(2,390	)			(1,549	)			(1,612	)
		Common stock issued (Note 11)					7				2				—
		Dividends paid to minority interests in subsidiaries					(52	)			(29	)			(23	)
		Debt issuance costs					(67	)			(51	)			(104	)
		Other transactions					—				—				28
			Total cash flows from financing activities				(175	)			250				1,121
Effect of Exchange Rate Changes on Cash and Cash Equivalents							(60	)			38				64
Net Change in Cash and Cash Equivalents							210				422				626
Cash and Cash Equivalents at Beginning of the Year							1,968				1,546				920
Cash and Cash equivalents at End of the Year						$	2,178			$	1,968			$	1,546

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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 and uncertain income tax positions,
	•	workers’ compensation,
	•	general and product liabilities and other litigations,
	•	environmental liabilities,
	•	pension and other postretirement benefits,
	•	asset retirement obligations, and
	•	various other operating allowances and accruals, based on currently available information.

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Note 1.	Accounting Policies (continued)

	Revenue Recognition

	Shipping and Handling Fees and Costs

	Research and Development Costs

	Warranty

	Environmental Cleanup Matters

	Legal Expenses

	Advertising Costs

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Note 1.	Accounting Policies (continued)

	Rationalizations

	Income Taxes

	Cash and Cash Equivalents/ Consolidated Statements of Cash Flows

	Restricted Cash and Restricted Net Assets

	Inventories

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Note 1.	Accounting Policies (continued)

	Goodwill and Other Intangible Assets

	Investments

	Properties and Plants

	Foreign Currency Translation

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Note 1.	Accounting Policies (continued)

	Derivative Financial Instruments and Hedging Activities

	Stock-Based Compensation

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Note 1.	Accounting Policies (continued)

			Year Ended December 31,
			2005				2004				2003
(In millions, except per share)
Net income (loss) as reported			$	228			$	115			$	(807	)
Add: Stock-based compensation expense included in net income (loss) (net of tax)				5				6				1
Deduct: Stock-based compensation expense calculated using the fair value method (net of tax)				(21	)			(20	)			(28	)
Net income (loss) as adjusted			$	212			$	101			$	(834	)
Net income (loss) per share:
	Basic   — as reported		$	1.30			$	0.65			$	(4.61	)
	— as adjusted			1.20				0.58				(4.76	)
	Diluted — as reported		$	1.16			$	0.63			$	(4.61	)
	— as adjusted			1.09				0.56				(4.76	)

	Earnings Per Share of Common Stock

	Asset Retirement Obligations

	Reclassification

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Note 1.	Accounting Policies (continued)

	Recently Issued Accounting Pronouncements

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Note 2.	Costs Associated with Rationalization Programs

		2005				2004				2003
(In millions)
New charges		$	29			$	95			$	307
Reversals			(18	)			(39	)			(16	)
		$	11			$	56			$	291

						Other Than
		Associate-				Associate-
		related				related
		Costs				Costs				Total
(In millions)
Accrual balance at December 31, 2002		$	25			$	44			$	69
2003 charges			295				12				307
Incurred			(198	)			(16	)			(214	)
Reversed to goodwill			—				(3	)			(3	)
Reversed to the statement of operations			(12	)			(4	)			(16	)
Accrual balance at December 31, 2003			110				33				143
2004 charges			76				19				95
Incurred			(110	)			(23	)			(133	)
FIN 46 adoption			—				2				2
Reversed to the statement of operations			(35	)			(4	)			(39	)
Accrual balance at December 31, 2004			41				27				68
2005 charges			26				3				29
Incurred			(37	)			(8	)			(45	)
Reversed to the statement of operations			(11	)			(7	)			(18	)
Accrual balance at December 31, 2005		$	19			$	15			$	34

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Note 2.	Costs Associated with Rationalization Programs (continued)

						Charges
		Expected Total				Recorded in
		Charge				2005
(In millions)
North American Tire		$	3			$	3
European Union Tire			9				9
Eastern Europe, Middle East and Africa Tire			14				10
Engineered Products			7				4
		$	33			$	26

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Note 2.	Costs Associated with Rationalization Programs (continued)

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Note 3.	Other (Income) and Expense

		2005				2004				2003
(In millions)
Financing fees and financial instruments		$	109			$	117			$	99
Interest income			(59	)			(34	)			(28	)
Environmental insurance settlement			(29	)			(157	)			—
Net loss on asset sales			36				4				25
Foreign currency exchange			22				23				41
Insurance fire (recovery)/ loss deductible			(14	)			12				—
Equity in (earnings) losses of affiliates			(11	)			(8	)			15
General and product liability — discontinued products			9				53				138
Miscellaneous			7				13				27
		$	70			$	23			$	317

	•	$673 million or 28% in Europe, primarily Western Europe, ($590 million or 28% at December 31, 2004),
	•	$213 million or 9% in Asia, primarily Australia, ($140 million or 7% at December 31, 2004), and
	•	$203 million or 8% in Latin America, primarily Brazil, ($198 million or 9% at December 31, 2004).

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Note 3.	Other (Income) and Expense (continued)

Note 4.	Accounts and Notes Receivable

		2005				2004
(In millions)
Accounts and notes receivable		$	3,288			$	3,542
Allowance for doubtful accounts			(130	)			(144	)
		$	3,158			$	3,398

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Note 4.	Accounts and Notes Receivable (continued)

		2004
(In millions)
Proceeds from collections reinvested in previous securitizations		$	633
Reimbursement for rebates and discounts issued			60
Cash used for termination of program			76

		2003
(In millions)
Proceeds from collections reinvested in previous securitizations		$	1,089
Servicing fees received			1
Reimbursement for rebates and discounts issued			28
Cash used for termination of program			545

Note 5.	Inventories

		2005				2004
(In millions)
Raw materials		$	639			$	586
Work in process			137				140
Finished products			2,086				2,058
		$	2,862			$	2,784

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Note 6.	Goodwill and Other Intangible Assets

														Translation &
		Balance at				Purchase Price								Other				Balance at
		December 31, 2004				Allocation				Divestitures				Adjustments				December 31, 2005
(In millions)
North American Tire		$	102			$	—			$	(8	)		$	4			$	98
European Union Tire			403				—				—				(60	)			343
Eastern Europe, Middle East and Africa Tire			124				—				—				(13	)			111
Latin American Tire			1				—				—				(1	)			—
Asia Pacific Tire			67				—				—				(3	)			64
Engineered Products			20				2				—				(1	)			21
		$	717			$	2			$	(8	)		$	(74	)		$	637

														Translation &
		Balance at				Purchase Price				FIN 46				Other				Balance at
		December 31, 2003				Allocation				Impact				Adjustments				December 31, 2004
(In millions)
North American Tire		$	101			$	—			$	3			$	(2	)		$	102
European Union Tire			355				17				—				31				403
Eastern Europe, Middle East and Africa Tire			110				1				—				13				124
Latin American Tire			1				—				—				—				1
Asia Pacific Tire			63				—				2				2				67
Engineered Products			20				—				—				—				20
		$	650			$	18			$	5			$	44			$	717

			2005												2004
			Gross								Net				Gross								Net
			Carrying				Accumulated				Carrying				Carrying				Accumulated				Carrying
			Amount				Amortization				Amount				Amount				Amortization				Amount
(In millions)
Intangible assets with indefinite lives			$	119			$	(9	)		$	110			$	121			$	(9	)		$	112
Trademarks and Patents				48				(20	)			28				53				(19	)			34
Other intangible assets				28				(7	)			21				34				(11	)			23
	Total Other intangible assets		$	195			$	(36	)		$	159			$	208			$	(39	)		$	169

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Note 7.	Investments

	Consolidation of Variable Interest Entities

	Investments and Acquisitions

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Note 7.	Investments (continued)

Note 8.	Properties and Plants

			2005												2004
							Capital												Capital
			Owned				Leases				Total				Owned				Leases				Total
(In millions)
Properties and plants, at cost:
	Land and improvements		$	415			$	9			$	424			$	360			$	17			$	377
	Buildings and improvements			1,856				91				1,947				1,778				94				1,872
	Machinery and equipment			9,982				110				10,092				10,479				102				10,581
	Construction in progress			445				—				445				449				—				449
				12,698				210				12,908				13,066				213				13,279
Accumulated depreciation				(7,635	)			(94	)			(7,729	)			(7,736	)			(90	)			(7,826	)
			$	5,063			$	116			$	5,179			$	5,330			$	123			$	5,453

Note 9.	Leased Assets

		2005				2004				2003
(In millions)
Gross rental expense		$	379			$	349			$	331
Sublease rental income			(76	)			(74	)			(65	)
		$	303			$	275			$	266

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Note 9.	Leased Assets (continued)

																							2011 and
			2006				2007				2008				2009				2010				Beyond				Total
(In millions)
Capital Leases
	Minimum lease payments		$	13			$	12			$	12			$	12			$	12			$	46			$	107
	Imputed interest																											(30	)
	Executory costs																											(1	)
	Present value																										$	76
Operating Leases
	Minimum lease payments		$	315			$	254			$	193			$	145			$	109			$	455			$	1,471
	Minimum sublease rentals			(51	)			(42	)			(33	)			(24	)			(15	)			(20	)			(185	)
			$	264			$	212			$	160			$	121			$	94			$	435				1,286
Imputed interest																												(393	)
Present value																											$	893

Note 10.	Financing Arrangements and Derivative Financial Instruments

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

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Note 10.	Financing Arrangements and Derivative Financial Instruments (continued)

			2005				2004
(In millions)
Notes payable:
	Amounts related to VIEs		$	74			$	91
	Other international subsidiaries			159				136
			$	233			$	227
	Weighted average interest rate			5.43	%			6.72	%
Long term debt and capital leases due within one year:
	Amounts related to VIEs		$	54			$	24
	63/8% Euro Notes due 2005			—				542
	53/8% Swiss Franc Bond due 2006			120				—
	65/8% due 2006			216				—
	European credit facilities			—				400
	Other (including capital leases)			58				44
			$	448			$	1,010
	Weighted average interest rate			6.13	%			6.34	%
Total obligations due within one year			$	681			$	1,237

	Long Term Debt and Capital Leases and Financing Arrangements

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Note 10.	Financing Arrangements and Derivative Financial Instruments (continued)

							Interest								Interest
			2005				Rate				2004				Rate
(In millions)
Notes:
	63/8% Euro Notes due 2005		$	—				—			$	542				*
	53/8% Swiss franc bonds due 2006			120				*				139				*
	65/8% due 2006			216				*				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				12.31	%			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				7.06	%			—				—
	$300 million third lien secured term loan due 2011			300				7.81	%			—				—
	€155 million senior secured term loan European facility due 2010			183				4.85	%			—				—
Pan-European accounts receivable facility due 2009				324				3.91	%			225				3.90	%
Other domestic and international debt				85				6.20	%			123				6.19	%
Amounts related to VIEs				89				6.45	%			94				6.41	%
				5,114								5,393
Capital lease obligations				76								60
				5,190								5,453
Less portion due within one year				(448	)							(1,010	)
			$	4,742							$	4,443

	*	Represents debt with fixed interest rate.

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Note 10.	Financing Arrangements and Derivative Financial Instruments (continued)

		2005				2004
(In millions)
Carrying amount — liability		$	2,847			$	3,055
Fair value — liability			3,119				3,388

	$650 Million Senior Secured Notes

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

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Note 10.	Financing Arrangements and Derivative Financial Instruments (continued)

	$350 Million Convertible Senior Note Offering

	$400 Million Senior Notes Offering

	April 8, 2005 Refinancing

	•	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);

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Note 10.	Financing Arrangements and Derivative Financial Instruments (continued)

	•	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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Note 10.	Financing Arrangements and Derivative Financial Instruments (continued)

	•	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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Note 10.	Financing Arrangements and Derivative Financial Instruments (continued)

	•	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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Note 10.	Financing Arrangements and Derivative Financial Instruments (continued)

	•	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

		2006				2007				2008				2009				2010
(In millions)
Domestic		$	345			$	305			$	107			$	5			$	1,206
International			103				33				4				330				187
		$	448			$	338			$	111			$	335			$	1,393

	Derivative Financial Instruments

	Interest Rate Exchange Contracts

F-33

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Note 10.	Financing Arrangements and Derivative Financial Instruments (continued)

				December 31, 2004				Settled				December 31, 2005
(Dollars in millions)
Fixed rate contracts:
	Notional principal amount			$	15			$	15			$	—
	Pay fixed rate				5.94	%			5.94	%			—
	Receive variable Australian Bank Bill Rate				5.43	%			5.43	%			—
	Average years to maturity				0.50				—				—
	Fair value: asset (liability)			$	—			$	—			$	—
	Carrying amount:
		Current liability			—				—				—
		Long term liability			—				—				—
Floating rate contracts:
	Notional principal amount			$	200			$	—			$	200
	Pay variable LIBOR				4.31	%			—				6.27	%
	Receive fixed rate				6.63	%			—				6.63	%
	Average years to maturity				1.92				—				0.92
	Fair value: asset (liability)			$	6			$	—			$	—
	Carrying amount:
		Current asset			4				—				—
		Long term asset			2				—				—

			Twelve Months Ended
			December 31,
			2005				2004				2003
(Dollars in millions)
Fixed rate contracts:
	Notional principal amount		$	7			$	96			$	325
	Pay fixed rate			5.94	%			5.14	%			5.00	%
	Receive variable LIBOR			5.66	%			1.86	%			1.24	%
Floating rate contracts:
	Notional principal amount		$	200			$	200			$	207
	Pay variable LIBOR			4.92	%			3.27	%			3.03	%
	Receive fixed rate			6.63	%			6.63	%			6.63	%

	Interest Rate Lock Contracts

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Note 10.	Financing Arrangements and Derivative Financial Instruments (continued)

	Foreign Currency Contracts

				2005								2004
				Fair				Contract				Fair				Contract
				Value				Amount				Value				Amount
(In millions)
Buy currency:
	Euro			$	34			$	34			$	159			$	116
	Swiss franc				120				82				140				81
	Japanese yen				30				31				23				22
	U.S. dollar				127				126				144				145
	All other				3				2				13				13
				$	314			$	275			$	479			$	377
	Contract maturity:
		Swiss franc swap		3/06								3/06
		Euro swap		—								6/05
		All other		1/06 — 10/19								1/05 — 10/19

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Note 10.	Financing Arrangements and Derivative Financial Instruments (continued)

			2005								2004
			Fair				Contract				Fair				Contract
			Value				Amount				Value				Amount
(In millions)
Sell currency:
	British pound		$	41			$	41			$	217			$	219
	Swedish krona			13				13				34				34
	Canadian dollar			64				65				62				63
	Euro			120				120				77				74
	All other			11				11				24				24
			$	249			$	250			$	414			$	414
	Contract maturity		1/06 — 9/06								1/05 — 12/05

			2005				2004
Carrying amount — asset (liability):
	Swiss franc swap — current		$	38			$	—
	Swiss franc swap — long term			—				60
	Euro swaps — current			—				46
	Other — current asset			3				4
	Other — long term asset			2				1
	Other — current liability			(1	)			(6	)
	Other — long term liability			(2	)			(3	)

Note 11.	Stock Compensation Plans and Dilutive Securities

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Note 11.	Stock Compensation Plans and Dilutive Securities (continued)

			2005								2004								2003
			Shares				SARs				Shares				SARs				Shares				SARs
Outstanding at January 1				29,323,012				5,863,250				26,999,985				4,965,789				24,476,229				4,110,830
	Options granted			2,038,050				453,425				4,149,660				1,103,052				3,907,552				1,009,588
	Options without SARs exercised			(1,151,743	)			—				(293,799	)			—				—				—
	Options with SARs exercised			(149,010	)			(149,010	)			(16,300	)			(16,300	)			—				—
	SARs exercised			(17,060	)			(17,060	)			(360	)			(360	)			—				—
	Options without SARs expired			(951,599	)			—				(1,105,094	)			—				(1,011,943	)			—
	Options with SARs expired			(238,326	)			(238,326	)			(188,931	)			(188,931	)			(154,629	)			(154,629	)
	Performance units granted			—				—				—				—				8,500				—
	Performance unit shares issued			(155,330	)			—				—				—				—				—
	Performance units cancelled			(29,953	)			—				(222,149	)			—				(225,724	)			—
Outstanding at December 31				28,668,041				5,912,279				29,323,012				5,863,250				26,999,985				4,965,789
Exercisable at December 31				21,333,128				3,985,595				20,362,573				3,517,595				18,697,146				2,899,381
Available for grant at December 31				10,301,344								965,138								4,846,238

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Note 11.	Stock Compensation Plans and Dilutive Securities (continued)

		Options				Options				Exercisable				Remaining
Grant Date		Outstanding				Exercisable				Price				Life (Years)
12/06/05(1)			1,605,936				—			$	17.15				10
12/09/04			3,718,590				867,392				12.54				9
12/03/03			2,906,667				1,249,495				6.81				8
12/03/02			1,972,317				1,428,863				7.94				7
12/03/01			2,724,939				2,724,939				22.05				6
12/04/00			5,205,334				5,205,334				17.68				5
12/06/99			2,923,658				2,923,658				32.00				4
11/30/98			1,916,352				1,916,352				57.25				3
12/02/97			1,687,837				1,687,837				63.50				2
12/03/96			1,404,255				1,404,255				50.00				1
All other			2,229,454				1,925,003				34.07				3

	(1)	The number of options granted in 2005 decreased in comparison to 2004 and 2003, as we expect to grant performance units to certain employees in 2006 in lieu of a portion of their 2005 option grant.

		2005				2004				2003
Outstanding at January 1		$	24.96			$	26.90			$	30.28
Granted during the year			17.15				12.54				6.81
Exercised during the year			8.03				7.61				—
Outstanding at December 31			25.11				24.96				26.90
Exercisable at December 31			29.49				31.02				33.80

		2005				2004				2003
Options		$	8.61			$	6.36			$	3.41
Performance units			—				—				6.81

		2005				2004				2003
Expected life (years)			6.25				5.00				5.00
Interest rate			4.35	%			3.55	%			3.41	%
Volatility			44.7				54.7				54.0
Dividend yield			—				—				—

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Note 11.	Stock Compensation Plans and Dilutive Securities (continued)

	Earnings Per Share Information

		2005				2004				2003
Weighted average shares outstanding — basic			176,107,411				175,377,316				175,314,449
4% Convertible Senior Notes due 2034			29,069,767				14,534,884				—
Stock options			3,553,194				2,346,070				—
Weighted average shares outstanding — diluted			208,730,372				192,258,270				175,314,449

		2005				2004				2003
(In millions)
Net Income (Loss)		$	228			$	115			$	(807	)
After-tax impact of 4% Convertible Senior Notes due 2034			14				7				—
Adjusted Net Income (Loss)		$	242			$	122			$	(807	)

Note 12.	Pension, Other Postretirement Benefit and Savings Plans

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Note 12.	Pension, Other Postretirement Benefit and Savings Plans (continued)

			U.S.												Non-U.S.
			2005				2004				2003				2005				2004				2003
(In millions)
Service cost — benefits earned during the period			$	56			$	41			$	83			$	49			$	45			$	40
Interest cost on projected benefit obligation				294				300				295				128				121				105
Expected return on plan assets				(258	)			(234	)			(211	)			(115	)			(116	)			(100	)
Amortization of unrecognized: — prior service cost				63				71				70				3				4				4
— net (gains) losses				86				79				96				59				39				30
— transition amount				—				—				—				1				1				1
	Net periodic pension cost			241				257				333				125				94				80
Curtailments/settlements				13				14				40				2				(7	)			5
Special termination benefits				15				4				43				—				—				—
	Total pension cost		$	269			$	275			$	416			$	127			$	87			$	85

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Note 12.	Pension, Other Postretirement Benefit and Savings Plans (continued)

			With				Without
			Medicare				Medicare
			Subsidy				Subsidy
			2005				2005				2004				2003
(In millions)
Service cost — benefits earned during the period			$	23			$	28			$	25			$	24
Interest cost on accumulated benefit obligation				149				178				188				174
Amortization of unrecognized: — net losses				10				41				35				32
— prior service cost				43				43				45				17
	Net periodic postretirement cost			225				290				293				247
Curtailments/settlements				25				24				12				24
Special termination benefits				—				—				—				20
	Total postretirement cost		$	250			$	314			$	305			$	291

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Note 12.	Pension, Other Postretirement Benefit and Savings Plans (continued)

				Pension Plans
				U.S.								Non-U.S.								Other Benefits
				2005				2004				2005				2004				2005				2004
(In millions)
Change in benefit obligation:
	Beginning balance			$	(5,191	)		$	(4,887	)		$	(2,529	)		$	(1,996	)		$	(3,218	)		$	(3,079	)
		Newly adopted plans			—				—				(1	)			(87	)			—				—
		Service cost — benefits earned			(56	)			(41	)			(49	)			(45	)			(23	)			(25	)
		Interest cost			(294	)			(300	)			(128	)			(121	)			(149	)			(188	)
		Plan amendments			—				1				—				—				—				4
		Actuarial (loss) gain			(174	)			(301	)			(273	)			(231	)			532				(165	)
		Employee contributions			(11	)			(10	)			(8	)			(9	)			(19	)			(9	)
		Curtailments/settlements			—				(2	)			1				—				(7	)			—
		Special termination benefits			(15	)			(4	)			—				—				—				—
		Divestitures			—				—				9				—				—				—
		Foreign currency translation			—				—				203				(172	)			(5	)			(14	)
		Benefit payments			334				353				129				132				260				258
	Ending balance			$	(5,407	)		$	(5,191	)		$	(2,646	)		$	(2,529	)		$	(2,629	)		$	(3,218	)
Change in plan assets:
	Beginning balance			$	3,046			$	2,886			$	1,552			$	1,243			$	—			$	—
		Newly adopted plans			—				—				—				84				—				—
		Actual return on plan assets			261				330				206				149				—				—
		Company contributions to pension funds			407				157				81				67				—				—
		Cash funding of direct participant payments			13				16				25				25				—				—
		Employee contributions			11				10				8				9				—				—
		Foreign currency translation			—				—				(105	)			107				—				—
		Benefit payments			(334	)			(353	)			(129	)			(132	)			—				—
	Ending balance			$	3,404			$	3,046			$	1,638			$	1,552			$	—			$	—
Funded status					(2,003	)			(2,145	)			(1,008	)			(977	)			(2,629	)			(3,218	)
	Unrecognized prior service cost				325				401				20				17				359				420
	Unrecognized net loss				1,646				1,561				1,025				987				355				895
	Unrecognized net obligation at transition				—				—				2				3				—				—
	Net amount recognized			$	(32	)		$	(183	)		$	39			$	30			$	(1,915	)		$	(1,903	)

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Note 12.	Pension, Other Postretirement Benefit and Savings Plans (continued)

				Pension Plans
				U.S.								Non-U.S.								Other Benefits
				2005				2004				2005				2004				2005				2004
(In millions)
Prepaid benefit cost — long term				$	—			$	—			$	17			$	19			$	—			$	—
Accrued benefit cost — current					(192	)			(58	)			(21	)			(27	)			(254	)			(303	)
		— long term			(1,725	)			(2,006	)			(848	)			(817	)			(1,661	)			(1,600	)
Intangible asset included in other assets					329				405				22				25				—				—
Deferred income taxes					210				210				117				95				—				—
Minority shareholders’ equity					28				25				143				146				—				—
Accumulated other comprehensive income (OCI)					1,318				1,241				609				589				—				—
	Net amount recognized			$	(32	)		$	(183	)		$	39			$	30			$	(1,915	)		$	(1,903	)

		Pension Plans
		U.S.												Non-U.S.												Other Benefits
		2005				2004				2003				2005				2004				2003				2005				2004				2003
(In millions)
Increase (decrease) in minimum pension liability adjustment included in OCI		$	77			$	126			$	(176	)		$	20			$	158			$	48				N/A				N/A				N/A

		Pension Plans								Other Benefits
		2005				2004				2005				2004
Discount rate: — U.S.			5.50	%			5.75	%			5.50	%			5.75	%
— Non-U.S.			4.96				5.41				6.13				6.91
Rate of compensation increase: — U.S.			4.04				4.04				4.08				4.00
— Non-U.S.			3.64				3.48				4.27				4.67

		Pension Plans												Other Benefits
		2005				2004				2003				2005				2004				2003
Discount rate: — U.S.			5.75	%			6.25	%			6.75	%			5.75	%			6.25	%			6.75	%
— Non-U.S.			5.41				5.93				6.20				6.91				7.22				7.48
Expected long term return on plan assets: — U.S.			8.50				8.50				8.50				—				—				—
— Non-U.S			.  7.49				8.03				8.03				—				—				—
Rate of compensation increase: — U.S.			4.04				4.00				4.00				4.00				4.00				4.00
— Non-U.S.			3.48				3.43				3.50				4.67				4.47				4.80

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Note 12.	Pension, Other Postretirement Benefit and Savings Plans (continued)

										Other Benefits
		Pension Plans
										Without Medicare				Medicare Part D
		U.S.				Non-U.S.				Part D Subsidy				Subsidy Receipts
(In millions)
2006		$	332			$	116			$	272			$	(18	)
2007			342				117				272				(22	)
2008			352				120				270				(25	)
2009			362				124				264				(28	)
2010			383				128				258				(31	)
2011-2015			2,072				727				1,181				(189	)

			U.S.								Non-U.S.
			2005				2004				2005				2004
(In millions)
All plans:
	Accumulated benefit obligation		$	5,315			$	5,104			$	2,464			$	2,344
Plans not fully-funded:
	Projected benefit obligation		$	5,407			$	5,191			$	2,499			$	2,368
	Accumulated benefit obligation			5,315				5,104				2,332				2,199
	Fair value of plan assets			3,404				3,046				1,486				1,385

			U.S.								Non-U.S.
			2005				2004				2005				2004
Equity securities				69	%			71	%			48	%			52	%
Debt securities				31				28				50				45
Cash and short term securities				—				1				2				3
	Total			100	%			100	%			100	%			100	%

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Note 12.	Pension, Other Postretirement Benefit and Savings Plans (continued)

		2005				2004
Health care cost trend rate assumed for the next year			11.5	%			12.0	%
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		$	39			$	(33	)
Aggregate service and interest cost			3				(3	)

	Savings Plans

Note 13.	Income Taxes

		2005				2004				2003
(In millions)
U.S.		$	(278	)		$	(329	)		$	(1,048	)
Foreign			767				652				358
			489				323				(690	)
Minority Interest in Net Income of Subsidiaries			95				58				33
		$	584			$	381			$	(657	)

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Note 13.	Income Taxes (continued)

		2005				2004				2003
(In millions)
U.S. Federal income tax at the statutory rate of 35%		$	204			$	133			$	(230	)
Adjustment for foreign income taxed at different rates			(16	)			(12	)			—
U.S. loss with no tax benefit			69				98				359
State income taxes, net of Federal benefit			(3	)			(1	)			(4	)
Foreign operating losses			21				45				47
Release of valuation allowances			(20	)			—				(11	)
Settlement of prior years’ liabilities			(4	)			(46	)			(44	)
Provision for repatriation of foreign earnings			3				(5	)			8
Other			(4	)			(4	)			(8	)
United States and Foreign Taxes on Income (Loss)		$	250			$	208			$	117

			2005				2004				2003
(In millions)
Current:
	Federal		$	(26	)		$	(60	)		$	(49	)
	Foreign			297				273				180
	State			(2	)			(1	)			(4	)
				269				212				127
Deferred:
	Federal			(2	)			(1	)			(8	)
	Foreign			(16	)			(3	)			(2	)
	State			(1	)			—				—
				(19	)			(4	)			(10	)
United States and Foreign Taxes on Income (Loss)			$	250			$	208			$	117

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Note 13.	Income Taxes (continued)

			2005				2004
(In millions)
Postretirement benefits and pensions			$	1,306			$	1,235
Tax credit and operating loss carryforwards				454				457
Capitalized expenditures for tax reporting				232				259
Accrued expenses deductible as paid				270				277
Alternative minimum tax credit carryforwards				63				62
Vacation and sick pay				54				52
Rationalizations and other provisions				7				17
Other				81				101
				2,467				2,460
Valuation allowance				(2,052	)			(2,072	)
Total deferred tax assets				415				388
Tax on undistributed subsidiary earnings				(18	)			(18	)
Total deferred tax liabilities:
	— property basis differences			(448	)			(482	)
Total net deferred tax liabilities			$	(51	)		$	(112	)

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Note 13.	Income Taxes (continued)

Note 14.	Interest Expense

		2005				2004				2003
(In millions)
Interest expense before capitalization		$	418			$	376			$	304
Capitalized interest			(7	)			(7	)			(8	)
		$	411			$	369			$	296

Note 15.	Business Segments

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Note 15.	Business Segments (continued)

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Note 15.	Business Segments (continued)

				2005				2004				2003
(In millions)
Net Sales
	North American Tire			$	9,091			$	8,569			$	7,279
	European Union Tire				4,676				4,476				3,922
	Eastern Europe, Middle East and Africa Tire				1,437				1,279				1,073
	Latin American Tire				1,466				1,245				1,041
	Asia Pacific Tire				1,423				1,312				582
		Total Tires			18,093				16,881				13,897
	Engineered Products				1,630				1,472				1,205
		Total Segment Sales		$	19,723			$	18,353			$	15,102
Segment Operating Income
	North American Tire			$	167			$	74			$	(103	)
	European Union Tire				317				253				130
	Eastern Europe, Middle East and Africa Tire				198				194				147
	Latin American Tire				295				251				149
	Asia Pacific Tire				84				60				49
		Total Tires			1,061				832				372
	Engineered Products				103				114				47
		Total Segment Operating Income			1,164				946				419
	Rationalizations and asset sales				(47	)			(60	)			(316	)
	Accelerated depreciation, asset impairment and asset write-offs				(5	)			(10	)			(133	)
	Interest expense				(411	)			(369	)			(296	)
	Foreign currency exchange				(22	)			(23	)			(41	)
	Minority interest in net income of subsidiaries				(95	)			(58	)			(33	)
	Financing fees and financial instruments				(109	)			(117	)			(99	)
	General and product liability — discontinued products				(9	)			(53	)			(138	)
	Recovery (expense) for fire loss deductibles				14				(12	)			—
	Professional fees associated with the restatement				(4	)			(30	)			(6	)
	Professional fees associated with Sarbanes-Oxley				(4	)			(18	)			—
	Expenses for environmental remediation at non-operating sites				(8	)			(12	)			—
	Environmental insurance recoveries				29				157				—
	Other				(4	)			(18	)			(47	)
		Income (Loss) before Income Taxes and Cumulative Effect of Accounting Change		$	489			$	323			$	(690	)

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Note 15.	Business Segments (continued)

				2005				2004
(In millions)
Assets
	North American Tire			$	5,438			$	5,504
	European Union Tire				3,690				4,056
	Eastern Europe, Middle East and Africa Tire				1,227				1,315
	Latin American Tire				900				846
	Asia Pacific Tire				1,126				1,154
		Total Tires			12,381				12,875
	Engineered Products				799				764
		Total Segment Assets			13,180				13,639
	Corporate				2,447				2,462
				$	15,627			$	16,101

				2005				2004
(In millions)
Investments in and Advances to Affiliates
	North American Tire			$	16			$	14
	European Union Tire				3				2
	Eastern Europe, Middle East and Africa Tire				3				3
	Asia Pacific Tire				13				16
		Total Segment Investments in and Advances to Affiliates			35				35
	Corporate				—				—
				$	35			$	35

		2003
(In millions)
Net Sales		$	640
Operating Income			8

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Note 15.	Business Segments (continued)

			2005				2004				2003
(In millions)
Net Sales
	United States		$	9,048			$	8,459			$	7,194
	International			10,675				9,894				7,908
			$	19,723			$	18,353			$	15,102
Long-Lived Assets
	United States		$	2,313			$	2,407
	International			2,866				3,046
			$	5,179			$	5,453

				2005				2004				2003
(In millions)
Rationalizations
	North American Tire			$	(8	)		$	9			$	192
	European Union Tire				8				23				54
	Eastern Europe, Middle East and Africa Tire				9				4				—
	Latin American Tire				—				(2	)			10
	Asia Pacific Tire				(2	)			—				—
		Total Tires			7				34				256
	Engineered Products				4				23				29
		Total Segment Rationalizations			11				57				285
	Corporate				—				(1	)			6
				$	11			$	56			$	291

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Note 15.	Business Segments (continued)

				2005				2004				2003
(In millions)
Other (Income) and Expense(1)
	North American Tire			$	43			$	13			$	4
	European Union Tire				(5	)			(6	)			1
	Eastern Europe, Middle East and Africa Tire				1				—				—
	Latin American Tire				(1	)			—				(2	)
	Asia Pacific Tire				—				—				(2	)
		Total Tires			38				7				1
	Engineered Products				—				(3	)			6
		Total Segment Other (Income) and Expense			38				4				7
	Corporate				21				4				254
				$	59			$	8			$	261

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

				2005				2004				2003
(In millions)
Capital Expenditures
	North American Tire			$	237			$	176			$	153
	European Union Tire				126				103				87
	Eastern Europe, Middle East and Africa Tire				51				56				41
	Latin American Tire				72				65				35
	Asia Pacific Tire				70				66				49
		Total Tires			556				466				365
	Engineered Products				33				30				19
		Total Segment Capital Expenditures			589				496				384
	Corporate				45				33				21
				$	634			$	529			$	405
Depreciation and Amortization
	North American Tire			$	296			$	303			$	314
	European Union Tire				121				130				120
	Eastern Europe, Middle East and Africa Tire				45				46				44
	Latin American Tire				29				24				20
	Asia Pacific Tire				55				52				31
		Total Tires			546				555				529
	Engineered Products				36				33				39
		Total Segment Depreciation and Amortization			582				588				568
	Corporate				48				41				124
				$	630			$	629			$	692

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Note 15.	Business Segments (continued)

Note 16.	Accumulated Other Comprehensive Loss

		2005				2004
(In millions)
Foreign currency translation adjustment		$	(910	)		$	(757	)
Minimum pension liability adjustment			(1,927	)			(1,830	)
Unrealized investment gain			35				17
Deferred derivative gain			2				6
		$	(2,800	)		$	(2,564	)

Note 17.	Commitments and Contingent Liabilities

	Warranty

			2005				2004
(In millions)
Balance at January 1			$	18			$	13
	Payments made during the period			(38	)			(28	)
	Expense recorded during the period			39				31
	Translation adjustment			(1	)			—
	FIN 46 impact			—				2
Balance at December 31			$	18			$	18

	Environmental Matters

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Note 17.	Commitments and Contingent Liabilities (continued)

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

	Workers’ Compensation

	General and Product Liability and Other Litigation

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Note 17.	Commitments and Contingent Liabilities (continued)

		2005				2004				2003
(Dollars in millions)
Pending claims, beginning of year			127,300				118,000				99,700
New claims filed during the year			6,200				12,700				26,700
Claims settled/dismissed during the year			(8,000	)			(3,400	)			(8,400	)
Pending claims, end of year			125,500				127,300				118,000
Payments(1)		$	22			$	30			$	30

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

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Note 17.	Commitments and Contingent Liabilities (continued)

	•	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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Note 17.	Commitments and Contingent Liabilities (continued)

F-58

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Note 17.	Commitments and Contingent Liabilities (continued)

	Tax Matters

	Union Matters

	Guarantees

	Subsidiary Guarantees

	Other Financing

F-59

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Note 17.	Commitments and Contingent Liabilities (continued)

	Indemnifications

Note 18.	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 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% Senior Notes due 2015 issued on June 23, 2005 (the “Notes”);
	(iii) Non-guarantor subsidiaries, on a combined basis;

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Note 18.	Consolidating Financial Information (continued)

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

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Note 18.	Consolidating Financial Information (continued)

				Consolidating Balance Sheet
				December 31, 2005
												Non-				Consolidating
				Parent				Guarantor				Guarantor				Entries and
				Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
Assets:
Current Assets:
	Cash and cash equivalents			$	1,066			$	35			$	1,077			$	—			$	2,178
	Restricted cash				218				—				13				—				231
	Accounts and notes receivable				1,137				238				1,783				—				3,158
	Accounts and notes receivable from affiliates				—				667				—				(667	)			—
	Inventories				1,290				270				1,340				(38	)			2,862
	Prepaid expenses and other current assets				107				11				125				8				251
		Total Current Assets			3,818				1,221				4,338				(697	)			8,680
Goodwill					—				32				409				196				637
Intangible Assets					100				35				58				(34	)			159
Deferred Income Tax					—				35				67				—				102
Deferred Pension Costs and Other Assets					632				43				195				—				870
Investments in Subsidiaries					4,011				469				3,195				(7,675	)			—
Properties and Plants					2,018				296				2,845				20				5,179
		Total Assets		$	10,579			$	2,131			$	11,107			$	(8,190	)		$	15,627
Liabilities:
Current Liabilities:
	Accounts payable-trade			$	595			$	73			$	1,277			$	—			$	1,945
	Accounts payable to affiliates				595				—				72				(667	)			—
	Compensation and benefits				785				50				286				—				1,121
	Other current liabilities				483				11				177				—				671
	United States and foreign taxes				65				31				297				—				393
	Notes payable				—				—				233				—				233
	Long term debt and capital leases due within one year				338				—				110				—				448
		Total Current Liabilities			2,861				165				2,452				(667	)			4,811
Long Term Debt and Capital Leases					4,118				1				623				—				4,742
Compensation and Benefits					3,117				200				1,163				—				4,480
Deferred and Other Noncurrent Income Taxes					86				5				206				7				304
Other Long Term Liabilities					324				9				93				—				426
Minority Equity in Subsidiaries					—				—				606				185				791
		Total Liabilities			10,506				380				5,143				(475	)			15,554
Commitments and Contingent Liabilities
Shareholders’ Equity (Deficit):
Preferred Stock					—				—				—				—				—
Common Stock					177				617				4,285				(4,902	)			177
Capital Surplus					1,398				5				869				(874	)			1,398
Retained Earnings					1,298				1,483				2,240				(3,723	)			1,298
Accumulated Other Comprehensive Income (Loss)					(2,800	)			(354	)			(1,430	)			1,784				(2,800	)
		Total Shareholders’ Equity (Deficit)			73				1,751				5,964				(7,715	)			73
		Total Liabilities and Shareholders’ Equity (Deficit)		$	10,579			$	2,131			$	11,107			$	(8,190	)		$	15,627

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Note 18.	Consolidating Financial Information (continued)

				Consolidating Balance Sheet
				December 31, 2004
												Non-				Consolidating
				Parent				Guarantor				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				1,986				—				3,398
	Accounts and notes receivable from affiliates				—				612				—				(612	)			—
	Inventories				1,162				250				1,425				(53	)			2,784
	Prepaid expenses and other current assets				98				13				151				10				272
		Total Current Assets			3,610				1,128				4,491				(655	)			8,574
Goodwill					—				35				467				215				717
Intangible Assets					101				41				67				(40	)			169
Deferred Income Tax					—				14				69				—				83
Deferred Pension Costs and Other Assets					843				44				218				—				1,105
Investments in Subsidiaries					3,943				465				3,080				(7,488	)			—
Properties and Plants					2,088				332				3,009				24				5,453
		Total Assets		$	10,585			$	2,059			$	11,401			$	(7,944	)		$	16,101
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				426				9				283				—				718
	United States and foreign taxes				63				31				151				—				245
	Notes payable				—				—				227				—				227
	Long term debt and capital leases due within one year				562				—				448				—				1,010
		Total Current Liabilities			2,756				148				2,907				(612	)			5,199
Long Term Debt and Capital Leases					4,010				2				431				—				4,443
Compensation and Benefits					3,323				156				1,166				—				4,645
Deferred and Other Noncurrent Income Taxes					31				7				355				9				402
Other Long Term Liabilities					391				18				86				—				495
Minority Equity in Subsidiaries					—				—				629				214				843
		Total Liabilities			10,511				331				5,574				(389	)			16,027
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				1,318				2,087				(3,405	)			1,070
Accumulated Other Comprehensive Income (Loss)					(2,564	)			(271	)			(1,317	)			1,588				(2,564	)
		Total Shareholders’ Equity (Deficit)			74				1,728				5,827				(7,555	)			74
		Total Liabilities and Shareholders’ Equity (Deficit)		$	10,585			$	2,059			$	11,401			$	(7,944	)		$	16,101

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Note 18.	Consolidating Financial Information (continued)

		Consolidating Statements of Operations
		Twelve Months Ended December 31, 2005
										Non-				Consolidating
		Parent				Guarantor				Guarantor				Entries and
		Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
Net Sales		$	9,398			$	2,257			$	16,035			$	(7,967	)		$	19,723
Cost of Goods Sold			8,377				1,980				13,556				(8,141	)			15,772
Selling, Administrative and General Expense			1,134				197				1,553				(9	)			2,875
Rationalizations			(1	)			2				10				—				11
Interest Expense			365				37				186				(177	)			411
Other (Income) and Expense			(77	)			(58	)			(139	)			344				70
Minority Interest in Net Income of Subsidiaries			—				—				95				—				95
Income (Loss) before Income Taxes, Equity in (Earnings) Loss of Subsidiaries and Cumulative Effect of Accounting Change			(400	)			99				774				16				489
United States and Foreign Taxes on Income (Loss)			(10	)			14				244				2				250
Equity in (Earnings) Loss of Subsidiaries			(623	)			(50	)			—				673				—
Income (Loss) before Cumulative Effect of Accounting Change			233				135				530				(659	)			239
Cumulative Effect of Accounting Change, net of income taxes and minority interest			(5	)			—				(6	)			—				(11	)
Net Income (Loss)		$	228			$	135			$	524			$	(659	)		$	228

		Twelve Months Ended December 31, 2004
										Non-				Consolidating
		Parent				Guarantor				Guarantor				Entries and
		Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
Net Sales		$	8,728			$	2,120			$	14,902			$	(7,397	)		$	18,353
Cost of Goods Sold			7,740				1,839				12,564				(7,452	)			14,691
Selling, Administrative and General Expense			1,165				183				1,507				(22	)			2,833
Rationalizations			41				(6	)			21				—				56
Interest Expense			326				37				242				(236	)			369
Other (Income) and Expense			(200	)			2				(76	)			297				23
Minority Interest in Net Income of Subsidiaries			—				—				56				2				58
Income (Loss) before Income Taxes and Equity in (Earnings) Loss of Subsidiaries			(344	)			65				588				14				323
United States and Foreign Taxes on Income (Loss)			(53	)			26				236				(1	)			208
Equity in (Earnings) Loss of Subsidiaries			(406	)			(30	)			—				436				—
Net Income (Loss)		$	115			$	69			$	352			$	(421	)		$	115

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Note 18.	Consolidating Financial Information (continued)

		Consolidating Statements of Operations
		Twelve Months Ended December 31, 2003
										Non-				Consolidating
		Parent				Guarantor				Guarantor				Entries and
		Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
Net Sales		$	7,798			$	1,950			$	11,599			$	(6,245	)		$	15,102
Cost of Goods Sold			7,207				1,698				9,879				(6,303	)			12,481
Selling, Administrative and General Expense			1,071				176				1,140				(13	)			2,374
Rationalizations			75				15				201				—				291
Interest Expense			252				36				183				(175	)			296
Other (Income) and Expense			6				10				(91	)			392				317
Minority Interest in Net Income of Subsidiaries			—				—				33				—				33
Income (Loss) before Income Taxes and Equity in (Earnings) Loss of Subsidiaries			(813	)			15				254				(146	)			(690	)
United States and Foreign Taxes on Income (Loss)			(38	)			2				151				2				117
Equity in (Earnings) Loss of Subsidiaries			32				(17	)			—				(15	)			—
Net Income (Loss)		$	(807	)		$	30			$	103			$	(133	)		$	(807	)

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Note 18.	Consolidating Financial Information (continued)

				Condensed Consolidating Statement of Cash Flows
				Twelve Months Ended December 31, 2005
												Non-				Consolidating
				Parent				Guarantor				Guarantor				Entries and
				Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
CASH FLOWS FROM OPERATING ACTIVITIES:
		TOTAL CASH FLOWS FROM OPERATING ACTIVITIES		$	190			$	46			$	1,028			$	(379	)		$	885
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures				(249	)			(16	)			(362	)			(7	)			(634	)
	Asset dispositions				248				1				14				(6	)			257
	Asset acquisitions				—				—				(8	)			6				(2	)
	Capital Contributions				(11	)			—				(202	)			213				—
	Capital Redemptions				59				—				93				(152	)			—
	Increase in restricted cash				(81	)			—				2				—				(79	)
	Other transactions				5				(1	)			14				—				18
		TOTAL CASH FLOWS FROM INVESTING ACTIVITIES			(29	)			(16	)			(449	)			54				(440	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Short-term debt incurred				9				7				153				—				169
	Short-term debt paid				—				—				(131	)			—				(131	)
	Long-term debt incurred				1,921				—				368				—				2,289
	Long-term debt paid				(1,969	)			(1	)			(420	)			—				(2,390	)
	Common stock issued				7				—				—				—				7
	Capital Contributions				—				—				207				(207	)			—
	Capital Redemptions				—				(51	)			(97	)			148				—
	Dividends paid to minority interests in subsidiaries				—				—				(436	)			384				(52	)
	Debt issuance costs				(67	)			—				—				—				(67	)
		TOTAL CASH FLOWS FROM FINANCING ACTIVITIES			(99	)			(45	)			(356	)			325				(175	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents					—				—				(60	)			—				(60	)
Net Change in Cash and Cash Equivalents					62				(15	)			163				—				210
Cash and Cash Equivalents at Beginning of the Year					1,004				50				914				—				1,968
Cash and Cash Equivalents at End of the Year				$	1,066			$	35			$	1,077			$	—			$	2,178

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Note 18.	Consolidating Financial Information (continued)

				Condensed Consolidating Statement of Cash Flows
				Twelve Months Ended December 31, 2004
												Non-				Consolidating
				Parent				Guarantor				Guarantor				Entries and
				Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
CASH FLOWS FROM OPERATING ACTIVITIES:
		TOTAL CASH FLOWS FROM OPERATING ACTIVITIES		$	208			$	42			$	854			$	(319	)		$	785
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures				(174	)			(12	)			(343	)			—				(529	)
	Asset dispositions				106				1				14				(102	)			19
	Asset acquisitions				(51	)			—				(113	)			102				(62	)
	Capital Contributions				(9	)			(3	)			(31	)			43				—
	Capital Redemptions				6				—				116				(122	)			—
	Increase in restricted cash				(119	)			—				(10	)			—				(129	)
	Other transactions				33				—				14				3				50
		TOTAL CASH FLOWS FROM INVESTING ACTIVITIES			(208	)			(14	)			(353	)			(76	)			(651	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Short-term debt incurred				44				—				125				—				169
	Short-term debt paid				—				(3	)			(188	)			—				(191	)
	Long-term debt incurred				1,671				—				228				—				1,899
	Long-term debt paid				(1,247	)			—				(302	)			—				(1,549	)
	Common stock issued				2				—				—				—				2
	Capital Contributions				—				—				35				(35	)			—
	Capital Redemptions				—				—				(117	)			117				—
	Dividends paid to minority interests in subsidiaries				—				—				(342	)			313				(29	)
	Debt issuance costs				(51	)			—				—				—				(51	)
		TOTAL CASH FLOWS FROM FINANCING ACTIVITIES			419				(3	)			(561	)			395				250
Effect of Exchange Rate Changes on Cash and Cash Equivalents					—				—				38				—				38
Net Change in Cash and Cash Equivalents					419				25				(22	)			—				422
Cash and Cash Equivalents at Beginning of the Year					585				25				936				—				1,546
Cash and Cash Equivalents at End of the Year				$	1,004			$	50			$	914			$	—			$	1,968

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Note 18.	Consolidating Financial Information (continued)

				Condensed Consolidating Statement of Cash Flows
				Twelve Months Ended December 31, 2003
												Non-				Consolidating
				Parent				Guarantor				Guarantor				Entries and
				Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
(In millions)
CASH FLOWS FROM OPERATING ACTIVITIES:
		TOTAL CASH FLOWS FROM OPERATING ACTIVITIES		$	(700	)		$	(67	)		$	749			$	(251	)		$	(269	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures				(179	)			(5	)			(215	)			(6	)			(405	)
	Short-term securities redeemed				—				—				27				—				27
	Asset dispositions				368				—				19				(283	)			104
	Asset acquisitions				(71	)			—				(282	)			282				(71	)
	Capital Contributions				(31	)			—				—				31				—
	Capital Redemptions				44				16				162				(222	)			—
	Increase in restricted cash				(18	)			—				(6	)			—				(24	)
	Other transactions				1				4				142				(68	)			79
		TOTAL CASH FLOWS FROM INVESTING ACTIVITIES			114				15				(153	)			(266	)			(290	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Short-term debt incurred				8				—				315				—				323
	Short-term debt paid				—				—				(469	)			—				(469	)
	Long-term debt incurred				2,380				—				598				—				2,978
	Long-term debt paid				(1,510	)			—				(102	)			—				(1,612	)
	Capital Contributions				—				49				31				(80	)			—
	Capital Redemptions				—				—				(205	)			205				—
	Dividends paid to minority interests in subsidiaries				—				2				(417	)			392				(23	)
	Debt issuance costs				(104	)			—				—				—				(104	)
	Other transactions				28				—				—				—				28
		TOTAL CASH FLOWS FROM FINANCING ACTIVITIES			802				51				(249	)			517				1,121
Effect of Exchange Rate Changes on Cash and Cash Equivalents					—				2				62				—				64
Net Change in Cash and Cash Equivalents					216				1				409				—				626
Cash and Cash Equivalents at Beginning of the Year					369				24				527				—				920
Cash and Cash Equivalents at End of the Year				$	585			$	25			$	936			$	—			$	1,546

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Note 19.	Adoption of New Accounting Standard

		2005				2004				2003
(In millions)
Asset retirement obligation — beginning of year		$	15			$	14			$	13
Asset retirement obligation — end of year			16				15				14
Reported net income (loss)		$	228			$	115			$	(807	)
Cumulative effect of accounting change, net of taxes and minority interest			11				—				—
Depreciation expense, net of taxes and minority interest			(1	)			(1	)			(1	)
Accretion expense, net of taxes and minority interest			(1	)			(1	)			(1	)
Adjusted income (loss) before cumulative effect of accounting change		$	237			$	113			$	(809	)
Income (loss) per share — Basic
As reported		$	1.30			$	0.65			$	(4.61	)
Cumulative effect of accounting change, net of taxes and minority interest			0.06				—				—
Depreciation expense, net of taxes and minority interest			—				—				—
Accretion expense, net of taxes and minority interest			—				—				—
Income (loss) before cumulative effect of accounting change — Basic		$	1.36			$	0.65			$	(4.61	)
Income (loss) per share — Diluted
As reported		$	1.16			$	0.63			$	(4.61	)
Cumulative effect of accounting change, net of taxes and minority interest			0.05				—				—
Depreciation expense, net of taxes and minority interest			—				—				—
Accretion expense, net of taxes and minority interest			—				—				—
Income (loss) before cumulative effect of accounting change — Diluted		$	1.21			$	0.63			$	(4.61	)

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Note 20.	Asset Dispositions

Note 21.	Subsequent Events

F-70

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			Quarter
			First				Second				Third				Fourth				Year
(In millions, except per share amounts)
2005
Net Sales			$	4,767			$	4,992			$	5,030			$	4,934			$	19,723
Gross Profit				948				1,047				1,022				934				3,951
Income (Loss) before Cumulative Effect of Accounting Change			$	68			$	69			$	142			$	(40	)		$	239
Cumulative Effect of Accounting Change				—				—				—				(11	)			(11	)
Net Income (Loss)			$	68			$	69			$	142			$	(51	)		$	228
Net Income (Loss) Per Share — Basic
	Income (Loss) before Cumulative Effect of Accounting Change		$	0.39			$	0.39			$	0.81			$	(0.23	)		$	1.36
	Cumulative Effect of Accounting Change			—				—				—				(0.06	)			(0.06	)
	Net Income (Loss) Per Share — Basic		$	0.39			$	0.39			$	0.81			$	(0.29	)		$	1.30
Net Income (Loss) Per Share   — Diluted(a)
	Income (Loss) before Cumulative Effect of Accounting Change		$	0.35			$	0.34			$	0.70			$	(0.23	)		$	1.21
	Cumulative Effect of Accounting Change			—				—				—				(0.06	)			(0.05	)
	Net Income (Loss) Per Share — Diluted		$	0.35			$	0.34			$	0.70			$	(0.29	)		$	1.16
Weighted Average Shares Outstanding  — Basic				176				176				176				176				176
— Diluted				208				208				209				176				209
Price Range of Common Stock: * High			$	16.08			$	15.46			$	18.59			$	18.18			$	18.59
Low				13.11				11.24				15.00				13.00				11.24
Selected Balance Sheet Items at Quarter-End:
	Total Assets		$	15,849			$	15,573			$	15,807			$	15,627
	Total Debt and Capital Leases			5,664				5,500				5,448				5,423
	Shareholders’ Equity			43				44				296				73

(a)		Quarterly earnings per share amounts do not add to the full year amounts due to the averaging of shares.
*		New York Stock Exchange — Composite Transactions

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F-72

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			Quarter
			First				Second				Third				Fourth				Year
(In millions, except per share amounts)
2004
Net Sales			$	4,302			$	4,519			$	4,700			$	4,832			$	18,353
Gross Profit				825				929				950				958				3,662
Net Income (Loss)			$	(78	)		$	30			$	38			$	125			$	115
	Net Income (Loss) Per Share — Basic		$	(0.45	)		$	0.17			$	0.22			$	0.71			$	0.65
	Net Income (Loss) Per Share — Diluted(a)		$	(0.45	)		$	0.17			$	0.20			$	0.62			$	0.63
Weighted Average Shares Outstanding — Basic				175				175				175				175				175
— Diluted				175				177				207				208				192
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		$	14,749			$	14,581			$	15,358			$	16,101
	Total Debt and Capital Leases			5,401				5,317				5,661				5,680
	Shareholders’ Equity (Deficit)			(145	)			(168	)			(49	)			74

(a)		Quarterly earnings per share amounts do not add to the full year amounts due to the averaging of shares.
*		New York Stock Exchange — Composite Transactions

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		Schedule No.				Page Number
Condensed Financial Information of Registrant			I				FS-2
Valuation and Qualifying Accounts			II				FS-8

FS-1

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			Year Ended December 31,
(In millions, except per share amounts)			2005				2004				2003
Net Sales			$	9,398			$	8,728			$	7,798
Cost of Goods Sold				8,377				7,740				7,207
Selling, Administrative and General Expense				1,134				1,165				1,071
Rationalizations				(1	)			41				75
Interest Expense				365				326				252
Other (Income) and Expense				(77	)			(200	)			6
Loss before Income Taxes, Equity in (Earnings) Losses of Subsidiaries and Cumulative Effect of Accounting Change				(400	)			(344	)			(813	)
United States and Foreign Taxes on Income (Loss)				(10	)			(53	)			(38	)
Equity in (Earnings) Losses of Subsidiaries				(623	)			(406	)			32
Income (Loss) before Cumulative Effect of Accounting Change				233				115				(807	)
Cumulative Effect of Accounting Change, net of income taxes and minority interest				(5	)			—				—
Net Income (Loss)			$	228			$	115			$	(807	)
Net Income (Loss) Per Share — Basic
	Income (Loss) before Cumulative Effect of Accounting Change		$	1.33			$	0.65			$	(4.61	)
	Cumulative Effect of Accounting Change			(0.03	)			—				—
	Net Income (Loss)		$	1.30			$	0.65			$	(4.61	)
	Weighted Average Shares Outstanding			176				175				175
Net (Income) Loss Per Share — Diluted
	Income (Loss) before Cumulative Effect of Accounting Change		$	1.19			$	0.63			$	(4.61	)
	Cumulative Effect of Accounting Change			(0.03	)			—				—
	Net Income (Loss)		$	1.16			$	0.63			$	(4.61	)
	Weighted Average Shares Outstanding			209				192				175

FS-2

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				December 31,
(In millions)				2005				2004
Assets
Current Assets:
	Cash and Cash Equivalents			$	1,066			$	1,004
	Restricted Cash				218				137
	Accounts and Notes Receivable, less allowance — $33 ($32 in 2004)				1,137				1,209
	Inventories:
		Raw Materials			310				221
		Work in Process			58				64
		Finished Products			922				877
					1,290				1,162
	Prepaid Expenses and Other Current Assets				107				98
		Total Current Assets			3,818				3,610
Intangible Assets					100				101
Deferred Pension Costs and Other Assets					632				843
Investments in Subsidiaries					4,011				3,943
Properties and Plants, less accumulated depreciation — $4,372 ($4,446 in 2004)					2,018				2,088
		Total Assets		$	10,579			$	10,585
Liabilities
Current Liabilities:
	Accounts payable-trade			$	595			$	529
	Accounts payable to affiliates				595				528
	Compensation and benefits				785				648
	Other current liabilities				483				426
	United states and foreign taxes				65				63
	Long term debt and capital leases due within one year				338				562
		Total Current Liabilities			2,861				2,756
Long Term Debt and Capital Leases					4,118				4,010
Compensation and Benefits					3,117				3,323
Deferred and Other Noncurrent Income Taxes					86				31
Other Long Term Liabilities					324				391
		Total Liabilities			10,506				10,511
Commitments and Contingent Liabilities
Shareholders’ Equity
	Preferred Stock, no par value:
	Authorized, 50 shares, unissued				—				—
Common Stock, no par value:
	Authorized, 300 shares; Outstanding shares, 177 (176 in 2004)				177				176
Capital Surplus					1,398				1,392
Retained Earnings					1,298				1,070
Accumulated Other Comprehensive Loss					(2,800	)			(2,564	)
		Total Shareholders’ Equity			73				74
		Total Liabilities and Shareholders’ Equity		$	10,579			$	10,585

FS-3

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																					Accumulated
																					Other
					Common Stock																Comprehensive				Total
													Capital				Retained				Income				Shareholders’
(Dollars in millions)					Shares				Amount				Surplus				Earnings				(Loss)				Equity
Balance at December 31, 2002
	(after deducting 20,371,235 treasury shares)					175,307,433			$	175			$	1,390			$	1,762			$	(3,106	)		$	221
	Comprehensive income (loss):
		Net loss																(807	)
		Foreign currency translation (net of tax benefit of $0)																				393
		Minimum pension liability (net of tax of $2)																				128
		Unrealized investment gain (net of tax of $0)																				4
			Reclassification adjustment for amounts recognized in income (net of tax of $9)																			9
			Deferred derivative gain (net of tax of $0)																			46
			Reclassification adjustment for amounts recognized in income (net of tax of $2)																			(27	)
			Total comprehensive loss																							(254	)
	Common stock issued from treasury:
			Stock compensation plans			18,996				—
Balance at December 31, 2003						175,326,429				175				1,390				955				(2,553	)			(33	)
	(after deducting 20,352,239 treasury shares)
	Comprehensive income (loss):
		Net income																115
		Foreign currency translation (net of tax benefit of $0)																				254
		Minimum pension liability (net of tax of $34)																				(284	)
		Unrealized investment gain (net of tax of $0)																				13
		Deferred derivative gain (net of tax of $0)																				30
			Reclassification adjustment for amounts recognized in income (net of tax of $(4))																			(24	)
			Total comprehensive income																							104
		Common stock issued from treasury:
			Stock compensation plans			293,210				1				2												3
Balance at December 31, 2004
	(after deducting 20,059,029 treasury shares)					175,619,639				176				1,392				1,070				(2,564	)			74
	Comprehensive income (loss):
		Net income																228
		Foreign currency translation (net of tax benefit of $0)																				(201	)
			Reclassification adjustment for amounts recognized in income (net of tax of $0)																			48
		Minimum pension liability (net of tax of $23)																				(97	)
		Unrealized investment gain (net of tax of $0)																				18
		Deferred derivative gain (net of tax of $0)																				(21	)
			Reclassification adjustment for amounts recognized in income (net of tax of $(1))																			17
			Total comprehensive loss																							(8	)
		Common stock issued from treasury:
			Stock compensation plans			890,112				1				6												7
Balance at December 31, 2005
		(after deducting 19,168,917 treasury shares)				176,509,751			$	177			$	1,398			$	1,298			$	(2,800	)		$	73

FS-4

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						Year Ended December 31,
(In millions)						2005				2004				2003
Cash Flows from Operating Activities:
	Net Income (Loss)					$	228			$	115			$	(807	)
		Adjustments to reconcile net income (loss) to cash flows from operating activities:
			Depreciation and amortization				274				291				372
			Amortization of debt issuance costs				76				78				50
			Deferred tax provision				—				(8	)			(2	)
			Net rationalization charges				—				35				32
			Rationalization payments				(8	)			(15	)			(38	)
			(Gain)loss on asset sales				34				(30	)			(105	)
			Net insurance settlement gains				(65	)			(161	)			—
			Insurance recoveries				206				157				20
			Minority interest and equity earnings				(1	)			—				(3	)
			Cumulative effect of accounting change				6				—				—
			Proceeds from sales of accounts receivable				—				—				(826	)
			Pension contributions				(393	)			(125	)			(26	)
			Changes in operating assets and liabilities, net of asset acquisitions and dispositions:
				Accounts and notes receivable			30				(204	)			103
				Inventories			(188	)			14				29
				Accounts Payable-trade			51				59				(18	)
				Compensation and Benefits			248				81				320
				Other current liabilities			6				109				74
				Other Long Term liabilities			(42	)			(109	)			112
				Other assets and liabilities			(272	)			(79	)			13
			Total cash flows from operating activities				190				208				(700	)
Cash Flows from Investing Activities:
		Capital expenditures					(249	)			(174	)			(179	)
		Asset dispositions					248				106				368
		Asset acquisitions					—				(51	)			(71	)
		Capital contributions to subsidiaries					(11	)			(9	)			(31	)
		Capital redemptions from subsidiaries					59				6				44
		Increase in restricted cash					(81	)			(119	)			(18	)
		Other transactions					5				33				1
			Total cash flows from investing activities				(29	)			(208	)			114
Cash Flows from Financing Activities:
		Short term debt incurred					9				44				8
		Short term debt paid					—				—				—
		Long term debt incurred					1,921				1,671				2,380
		Long term debt paid					(1,969	)			(1,247	)			(1,510	)
		Common stock issued					7				2				—
		Debt issuance costs					(67	)			(51	)			(104	)
		Other transactions					—				—				28
			Total cash flows from financing activities				(99	)			419				802
Net Change in Cash and Cash Equivalents							62				419				216
Cash and Cash Equivalents at Beginning of the Year							1,004				585				369
Cash and Cash Equivalents at End of the Year						$	1,066			$	1,004			$	585

FS-5

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		2006				2007				2008				2009				2010
(In millions)
Other		$	338			$	303			$	103			$	3			$	1,203

		2005				2004				2003
(In millions)
Consolidated subsidiaries		$	290			$	155			$	219
50% or less-owned persons			1				1				3
		$	291			$	156			$	222

FS-6

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		2005				2004				2003
(In millions)
Sales		$	1,359			$	1,280			$	1,182
Cost of Goods Sold			1,363				1,275				1,179
Interest Expense			22				15				11
Other (Income) and Expense			(401	)			(386	)			(441	)
Loss Before Income Taxes		$	375			$	376			$	433

FS-7

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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
2005
Allowance for doubtful accounts		$	144			$	29			$	—			$	—			$	(35	)(a)		$	(8	)		$	130
Valuation allowance — deferred tax assets			2,072				(12	)			39				—				(20	)			(27	)			2,052
2004
Allowance for doubtful accounts		$	129			$	50			$	—			$	—			$	(42	)(a)		$	7			$	144
Valuation allowance — deferred tax assets			2,042				(41	)			57				—				—				14				2,072
2003
Allowance for doubtful accounts		$	102			$	55			$	—			$	—			$	(40	)(a)		$	12			$	129
Valuation allowance — deferred tax assets			1,811				308				(66	)			—				(11	)			—				2,042

FS-8

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