8-K

 

UNITED STATES
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 4, 2004

The Goodyear Tire & Rubber Company
__________________________________________
(Exact name of registrant as specified in its charter)

Ohio	1-1927	34-0253240
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1144 East Market Street, Akron, Ohio		44316-0001
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

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

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  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 ("Goodyear" or the "Company") on Friday, November 5, 2004 describing certain expected financial results for the third quarter of 2004 is attached hereto as Exhibit 99.

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

(a)

Goodyear will restate its financial statements as previously reported in its Annual Report on Form 10-K for the years ended December 31, 2003, 2002 and 2001, and its interim unaudited financial statements as previously reported in its first and second quarter 2004 Form 10-Qs. The restatement also affects periods prior to 2001.

The restatement will include summarized financial information for equity method investments in the 2003 Form 10-K pursuant to Regulation S-X, the out-of-period adjustments identified and recorded in 2004, and the misclassification of certain balance sheet tax accounts beginning at December 31, 2003. The Company has previously disclosed the nature of the out-of-period adjustments in its Form 10-Qs for the periods ended March 31, 2004 and June 30, 2004. Further, the Company has identified additional out-of-period adjustments during the third quarter of 2004 related primarily to after-tax charges for leased tire assets of approximately $2.7 million, goodwill write-o ff associated with retail stores previously sold in France of approximately $3.9 million, offset in part by a favorable adjustment relating to an over-accrual for payroll deductions of approximately $3.3 million.

The Company will file an amendment to its 2003 Form 10-K which will include a note to the financial statements containing summary financial information related to certain of the Company’s investments in affiliates. The amendment will also include a restatement of the Company’s prior period financial statements to record net expense adjustments of approximately $7.6 million (after-tax), of which $5.2 million relates to 2003 and $2.4 million relates to years prior thereto. Additionally, the Company will amend its first and second quarter 2004 Form 10-Qs to reflect a reduction of net loss of approximately $3.0 million for the six months ended June 30, 2004. Most of these adjustments were identified through the implementation of the Company’s previously announced measures to improve account reconciliation procedures.

In addition to these adjustments, the Company identified a misclassification of deferred income tax assets and liabilities in the Company’s Consolidated Balance Sheet beginning at December 31, 2003. The Company recorded certain deferred tax assets and liabilities on a gross basis rather than netting short-term deferred tax assets with short-term deferred tax liabilities and long-term deferred tax assets with long-term deferred tax liabilities. The misclassification overstated total assets and total liabilities by $356.8 million each at December 31, 2003. As part of the restatement, the Company will correct the misclassification which will also impact the March 31, 2004 and June 30, 2004 Consolidated Balance Sheets by equivalent amounts. This correction has no impact on shareholders’ equity, net income, or cash flows.

On November 2 and November 4, 2004, Goodyear’s Audit Committee and senior management discussed the matters disclosed in this report with the Company’s independent registered public accounting firm, PricewaterhouseCoopers, LLP. On November 4, 2004, the Company decided to restate its financial statements as described above. Investors should look to the revised financial information regarding the restatement in the Company’s Form 10-Q for the quarter ended September 30, 2004, which is expected to be filed November 9, 2004.

SIGNATURES

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
November 5, 2004	By:	Richard J. Kramer
		Name: Richard J. Kramer
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99	News Release dated November 5, 2004

EX-99

MEDIA CONTACT: Keith Price

330-796-1863

ANALYST CONTACT: Barb Gould

330-796-8576

FOR IMMEDIATE RELEASE

#22991fi.1104

Goodyear to Report Strong Third Quarter Results

AKRON, Ohio, Nov. 5, 2004 – The Goodyear Tire & Rubber Company announced that it expects to report record sales in addition to earnings in the range of 19 cents to 21 cents per share for the third quarter of 2004. This compares to a loss of 68 cents per share in the third quarter of 2003, as restated. All per share amounts are diluted.

The improvement was driven by improved segment operating income in all seven of the company’s businesses. Total segment operating income for the quarter is expected to approximately double compared to the 2003 period.

Third quarter sales are expected to be a record of approximately $4.7 billion, up from $3.9 billion in the third quarter of 2003. Improved pricing and product mix and higher unit volume contributed to the sales growth.

The 2004 quarter will include previously announced rationalization charges, mostly related to cost-reduction activities in the company’s non-tire businesses, which were largely offset by favorable tax adjustments related to the settlement of prior-year tax liabilities.

The company will file an amended 2003 Form 10-K that will include additional financial disclosures related to certain affiliates, the results of which were included on an equity basis. This amended 2003 Form 10-K filing will also include a restatement of the company’s

prior-period financial statements, including its first and second quarter 2004 Form 10-Qs, to reflect after-tax expense adjustments of approximately $4.6 million. Most of these adjustments were identified through the implementation of the company’s previously announced measures to improve its financial controls.

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In addition to these adjustments, the company identified a misclassification of deferred income tax assets and liabilities in its Consolidated Balance Sheet at December 31, 2003. The misclassification overstated total assets and total liabilities by approximately $360 million each. As part of the restatement, Goodyear will correct the misclassification, which will also impact the March 31, 2004 and June 30, 2004 Consolidated Balance Sheets by equivalent amounts. The correction has no impact on shareholders’ equity, net income or cash flows.

Goodyear does not expect any of the changes to the 2003 Form 10-K to impact covenants under the company’s existing financing arrangements.

“We look forward to reporting significant operating improvements across the board, demonstrating that we are on the right track to continue our turnaround,” said Robert J. Keegan, chairman and chief executive officer. “At the same time, we are fully committed to accurate and transparent financial reporting, and we continue to implement stronger controls.”

The company expects to report its third quarter results and file its third quarter financial statements by the November 9 deadline as required by federal securities laws. These financial statements will include detailed information regarding the restatement. The company will file an amended Form 10-K for 2003, as well as amended Form 10-Qs for the first and second quarters of 2004 to reflect these adjustments as expeditiously as possible.

Goodyear is the world’s largest tire company. The company manufactures tires, engineered rubber products and chemicals in more than 80 facilities in 28 countries around the world. Goodyear employs about 85,000 people worldwide.

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, without limitation, the finalization of the company’s financial statements for the quarter ended September 30, 2004. In addition, the audit of the adjustments to the prior period financial statements is not complete. Accordingly, it is possible that the range of amounts reflected above may change. Additional factors that may cause actual results to differ materially from those indicated by such forward-looking statements are discussed in the company’s filings with the Securities and Exchange Commission, including its Form 10-K for the year ended December 31, 2003 and Form 10-Q for the quarter ended

June 30, 2004. 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.

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