Goodyear Announces Public Offering of Common Stock

AKRON, Ohio, May 9 /PRNewswire-FirstCall/ -- The Goodyear Tire & Rubber Company today announced that it plans to offer 22,549,609 shares of its common stock in an underwritten public offering.

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In addition, Goodyear intends to grant the underwriters a 30-day option to purchase up to an additional 3,382,441 shares to cover any over-allotments.

The company estimates the net proceeds from this offering, after deducting underwriting discounts and commissions, will be approximately $725 million, assuming a public offering price of $33.26 per share, which was the last reported sale price of Goodyear's common stock on May 8, 2007. The estimated net proceeds would be approximately $834 million if underwriters exercise their over-allotment option in full.

Goodyear intends to use the net proceeds from the offering to repay approximately $175 million of its 8.625% notes due in 2011 and approximately $140 million of its 9% notes due in 2015. It expects to use the remaining net proceeds for general corporate purposes, which may include investments in growth initiatives within the company's core tire businesses and the repayment of other debt.

Deutsche Bank Securities, Citi and Goldman, Sachs & Co. will be joint book running managers for the offering.

The offering will be made under an effective shelf registration statement filed with the U.S. Securities and Exchange Commission. Copies of the prospectus and the prospectus supplement relating to the offering may be obtained from Deutsche Bank Securities Prospectus Department, 100 Plaza One, Jersey City, NJ 07311, telephone: [phone]; from Citigroup Global Markets Inc., Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220, telephone: [phone]; from Goldman, Sachs & Co. Prospectus Department, 85 Broad St., New York, NY 10004, telephone: [phone]; or from Goodyear's Investor Relations Department, 1144 E. Market St., Akron, OH 44316, telephone: [phone].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration of qualification under the securities laws of any such jurisdiction.

Goodyear is one of the world's largest tire companies. The company manufactures tires, engineered rubber products and chemicals in more than 90 facilities in 28 countries around the world. Goodyear employs more than 75,000 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. There are a variety of 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 assumptions, 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, including those expected to be achieved under the company's master labor contract with the United Steelworkers (USW) and those related to the closure of certain of the company's manufacturing facilities; whether or not the various contingencies and requirements are met for the establishment of the Voluntary Employee Beneficiary Association (VEBA) to be established to provide healthcare benefits for current and future USW retirees; the company's ability to execute its capital structure improvement plan, including completing the sale of its Engineered Products business; 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.
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