Goodyear doubles proposed offering to $300 million

June 29, 2004

The Goodyear Tire & Rubber Co. has doubled its proposed offering of aggregate principal amount of convertible notes to $300 million.

The convertible notes are senior unsecured obligations of the company. They will be due June 15, 2034, and will bear interest at a rate of 4%.

The notes are convertible into shares of Goodyear's common stock initially at a

conversion rate of 83.07 shares of common stock per $1,000 principal amount of notes, which is equal to an initial conversion price of $12.04 per share.

The initial conversion price represents a premium of approximately 30% relative to Monday's closing price of the company's common stock on the New York Stock Exchange (NYSE), which was $9.26.

Goodyear initially announced a proposed offering of $150 million in convertible stock before the NYSE opened yesterday. The stock price at the end of the day was down 59 cents a share vs. its closing price on June 25.

Goodyear has granted the initial purchasers of the notes a 30-day option to purchase up to an additional $50 million aggregate principal amount of the notes.

Goodyear says it intends to use the net proceeds from the offering for general

corporate purposes, which "may include the temporary repayment of one of the company's revolving credit facilities."

The convertible securities are being offered in a private placement under Rule 144A, have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an

applicable exemption from registration requirements.