Issue: Dec 2007


Goodyear Concludes Successful Exchange Offer for Convertible Notes, Approximately 99 Percent Tendere



by Eddie Heaton

The Goodyear Tire & Rubber Company (NYSE:GT) announced today the results of a previously announced offer to exchange its outstanding 4.00% Convertible Senior Notes due June 15, 2034 for a cash payment and shares of its common stock.

Note holders tendered approximately $346 million aggregate principal amount of convertible notes in exchange for approximately 28.7 million shares of common stock plus a total cash payment of approximately $23 million. Approximately 99 percent of the principal amount of the outstanding convertible notes was tendered in the exchange offer. A total of approximately $4 million principal amount of convertible notes remains outstanding.

"This successful exchange offer eliminates approximately $346 million in debt from our balance sheet and reduces our annual interest expense by approximately $14 million," said W. Mark Schmitz, executive vice president and chief financial officer. "This exchange is another step in our debt reduction process and helps us move closer to our next stage metrics."

The exchange offer, which expired at 5 p.m. New York City time on December 5, 2007, allowed note holders to receive the same number of shares of Goodyear's common stock as they would have received upon conversion of the convertible notes in accordance with their current terms, plus a cash payment, including accrued and unpaid interest.

The exchange offer was made pursuant to a prospectus, dated November 30, 2007, contained in a registration statement filed by Goodyear with the Securities and Exchange Commission, which was declared effective on November 20, 2007. Copies of the prospectus contained in the registration statement may be obtained from the exchange agent, Wells Fargo Bank, N.A., Corporate Trust Operations, Sixth and Marquette, MAC N0303-121, Minneapolis, Minn. 55479, telephone (800) 344-5128.

Investors who have tendered convertible notes are urged to read the prospectus and related exchange offer materials because they contain important information. Copies of the registration statement, prospectus and other related documents filed with the SEC may be obtained free of charge from the Commission's website, www.sec.gov.

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