8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 9, 2006

THE GOODYEAR TIRE & RUBBER COMPANY

(Exact name of registrant as specified in its charter)

Ohio
(State or other jurisdiction of incorporation) 1-1927
(Commission File Number) 34-0253240
(I.R.S. Employer Identification No.)

1144 East Market Street, Akron, Ohio
(Address of principal executive offices) 44316-0001
(Zip Code)

Registrant’s telephone number, including area code: (330) 796-2121

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

     A copy of the news release issued by The Goodyear Tire & Rubber Company on Thursday, November 9, 2006, describing its results of operations for the third quarter and first nine months ended September 30, 2006, is attached hereto as Exhibit 99.1.

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE GOODYEAR TIRE & RUBBER COMPANY
Date: November 9, 2006	By	/s/ Richard J. Kramer
		Richard J. Kramer Executive Vice President and Chief Financial Officer

Exhibit Index

99.1  News Release dated November 9, 2006.

EX-99.1

Exhibit 99.1

Goodyear Achieves Record Sales in Third Quarter

• Record global sales of $5.3 billion

• Record sales in all five tire businesses

• Charge of $107 million, 60 cents per share, for announced plant closing

     AKRON, Ohio, November 9, 2006 — The Goodyear Tire & Rubber Company today reported third quarter sales of $5.3 billion, a record for any quarter and a 6 percent improvement compared to the year-ago period excluding the impact of businesses divested in 2005 and despite the strategic decision to exit certain segments of the private label tire business in North America.

     Third quarter 2006 sales were driven by improved pricing and product mix, particularly in North American Tire, and the favorable impact of currency translation, estimated at $77 million. All five of the company’s tire businesses achieved sales that were a record for any quarter.

     Tire unit volume was 55.8 million units in the quarter, compared to 58.4 million units in the 2005 period. This 4 percent decrease was in part a result of the company’s move to exit certain segments of the private label tire business in North America. Revenue per tire increased 8 percent compared to the third quarter of 2005.

     Including $126 million (71 cents per share) in after-tax restructuring charges, the company reported a net loss of $48 million (27 cents per share) during the 2006 third quarter. Of those charges, $107 million (60 cents per share) is related to the previously announced plan to close the Tyler, Texas, tire plant. The results also reflect higher raw material costs of $249 million, offset partially by $225 million of improved price/mix, and lower tire volume. During the period, the company also recorded an after-tax gain of $10 million (6 cents per share) from a supplier settlement, and after-tax expenses of $7 million (4 cents per share) related to accelerated depreciation primarily for a previously announced plant closure in New Zealand. Net income in the 2005 quarter was $142 million (70 cents per share). All per share amounts are diluted.

     “Despite ongoing market weakness in North America and record high raw material costs, we continue to demonstrate the strength of our business model changes and successful product portfolio,” said Chairman and Chief Executive Officer Robert J. Keegan.

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     “After a challenging first half, our European Union business achieved year-over-year improvements in sales, units and segment operating income. Our key business strategies are also continuing to drive excellent results in the Asia Pacific, Latin America and Eastern Europe, Middle East and Africa tire businesses,” he said.

     “Although we are in the midst of a strike by the United Steelworkers in North America, we continue to work hard for a contract that is fair to all stakeholders and puts Goodyear on a level playing field with our competitors,” Keegan said. “In the meantime, we are executing on our contingency plans to continue providing our customers with outstanding value, products and services.”

Business Segments

     Third quarter total segment operating income was $313 million, a decrease of 5 percent compared to $330 million in the 2005 period. The European Union; Eastern Europe, Middle East and Africa, and Asia Pacific businesses each achieved segment operating income records. Prior-year segment operating income benefited from $8 million related to businesses divested in 2005.

     See the note at the end of this release for further explanation and a reconciliation table.

North American Tire	Third Quarter						Nine Months
(in millions)	2006			2005			2006			2005
Tire Units		23.5			26.6			70.4			77.2
Sales	$	2,432		$	2,370		$	7,011		$	6,804
Segment Operating Income		19			58			68			124
Segment Operating Margin		0.8	%		2.4	%		1.0	%		1.8	%

     North American Tire’s sales were a record for any quarter, and increased 5 percent compared to the year-ago period excluding the impact of divestitures in 2005, as a result of strong sales in the chemical and other tire related businesses, and favorable price and product mix, led by high-value Goodyear and Dunlop branded tires.

     Third quarter segment operating income was $19 million, compared to $58 million in the prior year period, reflecting lower volume resulting from reduced demand in the consumer replacement market, the exit from the wholesale private label business, and higher costs related to lower production. Favorable price and product mix of $103 million partially offset approximately $108 million in higher raw material costs. Segment operating income also benefited from lower SAG expenses and higher operating income from other tire related businesses.

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     Divestitures in 2005 reduced third quarter 2006 sales by approximately $61 million, segment operating income by $8 million, and volume by 200,000 units.

     The 2005 quarter also included approximately $10 million of costs associated with Hurricanes Katrina and Rita in the U.S. Gulf Coast region.

European Union Tire	Third Quarter						Nine Months
(in millions)	2006			2005			2006			2005
Tire Units		16.5			16.2			47.8			48.1
Sales	$	1,263		$	1,131		$	3,647		$	3,507
Segment Operating Income		81			80			211			272
Segment Operating Margin		6.4	%		7.1	%		5.8	%		7.8	%

     European Union Tire’s sales were a record for any quarter and 12 percent higher than in the 2005 quarter, due primarily to improved pricing and product mix, the impact of foreign currency translation, estimated at $61 million, and higher volume.

     Segment operating income was a third-quarter record. The increase primarily reflected improved pricing and product mix, as increased sales of consumer replacement tires — especially winter tires — compensated for a decline in OE unit sales. Lower SAG expense also helped to partially offset higher raw material costs, estimated at $66 million.

Eastern Europe, Middle
East and Africa Tire	Third Quarter						Nine Months
(in millions)	2006			2005			2006			2005
Tire Units		5.6			5.4			15.3			14.9
Sales	$	430		$	394		$	1,153		$	1,076
Segment Operating Income		77			64			179			160
Segment Operating Margin		17.9	%		16.2	%		15.5	%		14.9	%

     Eastern Europe, Middle East and Africa Tire’s sales were a record for any quarter and up 9 percent compared to the third quarter of 2005 due to improved pricing and product mix, and higher volume. The company estimates currency translation had a negative impact on sales of approximately $10 million in the third quarter.

     Segment operating income was a record for any quarter, and represented a 20 percent improvement over 2005. This gain was due to improved pricing and product mix and higher volume. These offset higher raw material costs, estimated at $17 million.

Latin American Tire	Third Quarter						Nine Months
(in millions)	2006			2005			2006			2005
Tire Units		5.3			5.0			15.7			15.4
Sales	$	407		$	372		$	1,190		$	1,101
Segment Operating Income		77			77			262			241
Segment Operating Margin		18.9	%		20.7	%		22.0	%		21.9	%

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     Latin American Tire’s sales were a record for any quarter and increased 9 percent compared to the prior-year period due to higher volume, the favorable impact of currency translation, estimated at $9 million, and favorable pricing and product mix.

Segment operating income was flat compared to the 2005 quarter, as the approximately $7 million favorable impact of currency translation, higher volume, and improved pricing and product mix, were offset by higher raw material costs, estimated at $26 million.

Asia Pacific Tire	Third Quarter						Nine Months
(in millions)	2006			2005			2006			2005
Tire Units		4.9			5.2			14.6			15.1
Sales	$	380		$	356		$	1,110		$	1,065
Segment Operating Income		28			24			78			63
Segment Operating Margin		7.4	%		6.7	%		7.0	%		5.9	%

     Asia Pacific Tire’s sales were a record for any quarter and a 7 percent increase compared to the 2005 period due to improved pricing and product mix and favorable currency translation, estimated at $2 million, partially offset by lower volume.

     Segment operating income was a record for any quarter and a 17 percent improvement compared to the 2005 quarter as a result of improved pricing and product mix, offset in part by higher raw material costs, estimated at $22 million, and lower volume.

Engineered Products	Third Quarter						Nine Months
(in millions)	2006			2005			2006			2005
Sales	$	372		$	407		$	1,171		$	1,236
Segment Operating Income		31			27			93			78
Segment Operating Margin		8.3	%		6.6	%		7.9	%		6.3	%

     Engineered Products’ third quarter 2006 sales decreased 9 percent due to lower volume, primarily related to anticipated declines in military sales. This offset improved pricing and product mix, as well as favorable currency translation of approximately $4 million.

     Segment operating income increased 15 percent due primarily to a favorable legal settlement with a supplier of approximately $10 million. Pricing and product mix improved compared to the prior-year quarter, but higher raw material costs, estimated at $10 million, and lower volume had a negative impact on results.

Year-to-Date Results

     Net income for the first nine months of 2006 was $28 million (16 cents per share) compared to net income of $279 million ($1.39 per share) during the year-ago period.

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     Sales for the first nine months of 2006 were a record $15.3 billion, an increase of 3 percent from $14.8 billion in the 2005 period. Tire unit volume was 163.8 million units, a decrease of 4 percent from a year ago.

     Segment operating income was $891 million, compared to $938 million in the first nine months of 2005.

     Divestitures in 2005 reduced sales in the first nine months of 2006 by approximately $211 million, segment operating income by 33 million, and volume by 800,000 units.

Contract Proposal

     Goodyear stated today that it plans to publish the details of its latest union contract proposal on its negotiations website later today (www.goodyearnegotiations.com) in order to more clearly communicate with its hourly associates. It also stated its bargaining team is returning to Cincinnati in the hopes USW representatives will return to discussions. Included in this proposal are provisions to protect employment levels at all tire manufacturing plants other than Tyler, Texas, which the company has announced the intention to close. Also included is a proposal to contribute $660 million to a Voluntary Employees Beneficiary Association (VEBA), an independent trust fund that would provide retiree health care benefits to USW members and would eliminate the portion of Goodyear’s post-retirement health care obligations related to the USW workforce.

Conference Call

     Goodyear will hold an investor conference call at 9 a.m. EDT today. Prior to the commencement of the call, the company will post the financial and other statistical information that will be presented on its investor relations Web site: investor.goodyear.com.

     Participating in the conference call will be Keegan, Richard J. Kramer, executive vice president and chief financial officer, and Darren R. Wells, senior vice president, business development and treasurer.

     Shareholders, members of the media and other interested persons may access the conference call on the Web site or via telephone by calling (706) 634-5954 before 8:55 a.m. A taped replay of the conference call will be available at 3 p.m. by calling (706) 634-4556. The call replay will also remain available on the Web site.

     Goodyear is one of the world’s largest tire companies. The company manufactures tires, engineered rubber products and chemicals in more than 100 facilities in 29 countries around the world. Goodyear employs about 80,000 people worldwide.

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     Certain information contained in this press release may constitute forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various factors, including the duration of the strike by the United Steelworkers (USW), the ability of the company and the USW to reach agreement on the terms of a master collective bargaining agreement as well as the ratification of any such agreement by the members of the USW, and any further actions that may be taken by the company or the USW in the event that no such agreement is reached. There are a variety of additional factors, many of which are beyond the company’s control, which affect its operations, performance, business strategy and results and could cause its actual results and experience to differ materially from the expectations and objectives expressed in any forward-looking statements. These factors include, but are not limited to, actions and initiatives taken by both current and potential competitors, increases in the prices paid for raw materials and energy, the company’s ability to realize anticipated savings and operational benefits from its cost reduction initiatives, potential adverse consequences of litigation involving the company, pension plan funding obligations as well as the effects of more general factors such as changes in general market or economic conditions or in legislation, regulation or public policy. Additional factors are discussed in the company’s filings with the Securities and Exchange Commission, including the company’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. In addition, any forward-looking statements represent our estimates only as of today and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change.

(financial statements follow)

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The Goodyear Tire & Rubber Company and Subsidiaries
Consolidated Statements of Operations (unaudited)

	Third Quarter						Nine Months
	Ended Sept. 30						Ended Sept. 30
(In millions, except per share)	2006			2005			2006			2005
Net Sales	$	5,284		$	5,030		$	15,282		$	14,789
Cost of Goods Sold		4,329			4,008			12,478			11,772
Selling, Administrative and General Expense		671			707			2,042			2,139
Rationalizations		138			9			213			(4	)
Interest Expense		107			103			314			306
Other (Income) Expense		2			(35	)		(30	)		(5	)
Minority Interest in Net Income of Subsidiaries		19			25			42			79
Income before Income Taxes		18			213			223			502
United States and Foreign Taxes on Income		66			71			195			223
Net (Loss) Income	$	(48	)	$	142		$	28		$	279
Net (Loss) Income Per Share of Common Stock — Basic	$	(0.27	)	$	0.81		$	0.16		$	1.59
Average Shares Outstanding		177			176			177			176
Net (Loss) Income Per Share of Common Stock — Diluted	$	(0.27	)	$	0.70		$	0.16		$	1.39
Average Shares Outstanding		177			209			177			209

(more)

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The Goodyear Tire & Rubber Company and Subsidiaries
Consolidated Balance Sheets (unaudited)

	Sept. 30			Dec. 31
(In millions)	2006			2005
Assets
Current Assets:
Cash and Cash Equivalents	$	1,314		$	2,162
Restricted Cash		207			241
Accounts and Notes Receivable, less allowance — $112 ($130 in 2005)		3,837			3,158
Inventories		3,222			2,807
Prepaid Expenses and Other Current Assets		392			245
Total Current Assets		8,972			8,613
Goodwill		680			637
Intangible Assets		163			159
Deferred Income Tax		104			102
Deferred Pension Costs and Other Assets		808			860
Properties and Plants, less Accumulated Depreciation — $8,054 ($7,729 in 2005)		5,241			5,234
Total Assets	$	15,968		$	15,605
Liabilities
Current Liabilities:
Accounts Payable — Trade	$	2,098		$	1,939
Compensation and Benefits		1,645			1,773
Other Current Liabilities		673			671
United States and Foreign Taxes		393			393
Notes Payable and Overdrafts		254			217
Long Term Debt and Capital Leases due within one year		529			448
Total Current Liabilities		5,592			5,441
Long Term Debt and Capital Leases		4,630			4,742
Compensation and Benefits		4,025			3,828
Deferred and Other Non-Current Income Taxes		318			304
Other Long Term Liabilities		386			426
Minority Equity in Subsidiaries		841			791
Total Liabilities		15,792			15,532
Commitments and Contingent liabilities
Shareholders’ Equity
Preferred Stock, no par value:
Authorized 50 shares, unissued		—			—
Common Stock, no par value:
Authorized 450 shares (300 in 2005), Outstanding Shares — 177 (177 in 2005) after deducting 19 Treasury Shares (19 in 2005)		177			177
Capital Surplus		1,416			1,398
Retained Earnings		1,326			1,298
Accumulated Other Comprehensive Loss		(2,743	)		(2,800	)
Total Shareholders’ Equity		176			73
Total Liabilities and Shareholders’ Equity	$	15,968		$	15,605

(more)

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Non-GAAP Financial Measures

     This earnings release presents total segment operating income and net debt, each of which are important financial measures for the company but are not financial measures defined by Generally Accepted Accounting Principles in the United States (GAAP).

     Total segment operating income is the sum of the individual strategic business unit’s segment operating income as determined in accordance with Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information.” Management believes that total segment operating income is useful because it represents the aggregate value of income created by the company’s SBUs and excludes items not directly related to the SBUs for performance evaluation purposes. See the table below for the reconciliation of total segment operating income.

     Net debt is total debt (the sum of long term debt and capital leases, notes payable and overdrafts, and long-term debt and capital leases due within one year) minus cash and cash equivalents. Management believes net debt is an important measure of liquidity, which it uses as a tool to assess the company’s capital structure and measure its ability to meet its future debt obligations. Cash and cash equivalents are subtracted from the GAAP measure because they could be used to reduce our debt obligations. See the table below for the reconciliation of net debt.

Total Segment Operating Income Reconciliation Table (unaudited)

	Third Quarter						Nine Months
	Ended Sept. 30						Ended Sept. 30
(In millions)	2006			2005			2006			2005
Total Segment Operating Income	$	313		$	330		$	891		$	938
Rationalizations and Asset Sales		(138	)		19			(211	)		45
Accelerated Depreciation Charges		(7	)		(1	)		(54	)		(2	)
Interest Expense		(107	)		(103	)		(314	)		(306	)
Foreign Currency Exchange		(4	)		(8	)		(2	)		(19	)
Minority Interest in Net Income of Subsidiaries		(19	)		(25	)		(42	)		(79	)
Financing Fees and Financial Instruments		(10	)		(10	)		(30	)		(99	)
General and Product Liability — Discont. Products		(1	)		—			(10	)		(4	)
Latin American Legal matter		—			—			15			—
Insurance Recoveries		1			9			1			43
Interest Income		15			13			51			40
Intercompany Profit Elimination		(1	)		5			(23	)		—
Corporate Incentive and Stock-Based Compensation Plans		(9	)		(2	)		(26	)		(5	)
Other		(15	)		(14	)		(23	)		(50	)
Income before Income Taxes		18			213			223			502
country-regionplaceUnited States and Foreign Taxes on Income		66			71			195			223
Net (Loss) Income	$	(48	)	$	142		$	28		$	279

Net Debt Reconciliation Table

	(unaudited)
	Sept. 30		Dec. 31
(In millions)	2006		2005
Long Term Debt and Capital Leases		4,630		4,742
Notes Payable and Overdrafts		254		217
Long Term Debt and Capital Leases Due Within One Year		529		448
Total Debt		5,413		5,407
Less: Cash and Cash Equivalents	$	1,314	$	2,162
Net Debt	$	4,099	$	3,245
Change in Net Debt compared to Dec 31, 2005	$	854

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