Good morning. Welcome to the Goodyear quarterly results for the first quarter 2010. All lines have been placed on mute to prevent any background noise. After the speakers remarks there will be a question and answer session. (Operator instructions) Mr. Stobb, Director of IR, you may begin your conference.

Thank you and good morning, everyone, and welcome to Goodyear’s first quarter conference call. With me today are Rich Kramer, President and CEO, Darren Wells, Executive Vice President and CFO, and Damon Audia, Senior Vice President, Finance and Treasurer. Before we get started there are a few items I would like to cover. To begin, the webcast of this morning’s discussion and supporting slides presentation can be found on our Web site at investor.goodyear.com. A replay of this call will be accessible later today. Replay instructions were included in our earnings release issued earlier this morning. The last item, we plan to file our 10-Q later today. If I could now direct your attention to the Safe Harbor statement on Slide 2 of the presentation, our discussion this morning may contain forward-looking statements based on our current expectations and assumptions that are subject to risks and uncertainties that can cause actual results to differ materially. These risks and uncertainties are outlined in Goodyear’s filings with the SEC and in the news release we issued this morning. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Turning now to the agenda, on today’s call Rich will discuss strategy and provide quarterly highlights. After Rich’s remarks Darren will review the financial results and discuss outlook before opening the call to your questions. That finishes my comments. I will now turn the call over to Rich.

Thank you, Pat and good morning, everyone. Thanks for joining our call today as we address what was strong first quarter performance. This is my first conference call as Goodyear’s President and CEO. I thought it would be appropriate to begin with the few words about my predecessor, Bob Keegan, and his numerous contributions to Goodyear since 2003 when he was named to lead the company. When you reflect on the many challenges the company faces that then and I know them well that they work side by side with Bob’s in the morning. The journey has been a remarkable one. The challenges were such that the strategy and ultimately the execution both had to be flawless. So I think about the true measure of Bob’s leadership and the resulting success as he assumed the CEO role I ask myself two questions. Is Goodyear in better shape today as a company? And is Goodyear better positioned for the future? The answer to both of those questions is unequivocally yes. The contributions that Bob made in developing industry’s best new product engine, building an outstanding and outstanding business team, revising the Goodyear brand and restoring the Goodyear’s spirit, have established a strong foundation to build upon with confidence and with optimism. So consequently, on behalf of the entire Goodyear team I’d like to thank Bob for his guidance and his leadership as CEO over the past seven years. I recently had the opportunity to visit with the number of investors that allow me to reconnect but also more importantly, provided me a first-hand view into what investors were thinking about Goodyear. Now, of course, I received many questions concerning my new role, Goodyear’s direction and the state of the industry. I’d like to briefly elaborate on those topics before we get…

Thanks, Rich. I’ll start this morning with a few opening comments before moving on to address our operating results, the balance sheet and our outlook, including comments on the second quarter and full year. My comments about the first quarter are going to continue being you’ve heard on our year-end call. We continue to see financial results that reflect market recovery and the benefit of strong platforms that we’ve established for our businesses. Results were significantly better than a year ago; driven by first, the benefits of our aggressive costs initiatives taken during 2009, second stronger volumes, and third, solid price mix which allowed us to take the lag benefit of last year’s lower raw material cost to the bottom-line. We continue to see some uncertainty in the mature market economies although hard to believe less uncertainty than existed at the beginning of this year. Our key challenge remains how we address the now rapidly escalating raw material costs through price mix and by ensuring we get the full benefit of increased volumes, including reduced unabsorbed fixed costs in our factories. We will drive volumes and price mix by leveraging new products and by focusing on branded replacement business with a selective approach to both OE and non-branded business. Looking at the income statement, both our unit sales and revenue increased significantly from last year. The year-over-year increase reflects improvement in global tire demand in both consumer and commercial markets across all the geographic regions. Segment operating income and net income increased versus last year, reflecting higher sales, higher production levels and lower raw material costs. Lower material costs were reflected in our results after the normal one to two quarter lag. Offsets include higher pension costs in North America and the effective advance in Venezuela. SAG increased in Q1…

(Operator instructions). Your first audio question comes from the line of Rod Lache with Deutsche Bank.

Good morning, Rod Rod Lache – Deutsche Bank: Good morning. Couple of things. First, you shipped 43.9 million tires but I know as your finished goods inventory was up a bit. Could you just give us a sense of what your production was in the quarter?

Yes, Rod, our inventory was up a little bit and most of that actually was in North America, just getting ahead of some of the anticipated shipments we have over the balance of the year, particularly, heading into the summer. Darren, do you want to go through some of the production numbers?

Yes, and you will see in the appendix, Rod, we got the data listed there, but we took production cuts of only 7.7 million units in the quarter which are base production capacity by about 50 million means that we produced just over 52 million units in the quarter. And keep in mind that we do source some units from third parties and so we produced around 42 million units for the quarter and so some from third parties. So not a lot of change in the units and inventory. You are seeing an inventory the impact of rising raw material costs, the materials we have been purchasing and obviously, those have come out and cost of goods sold in future periods. Rod Lache – Deutsche Bank: So relative to your prior comments about $12 to $15 of overhead absorption for tire –

Yes. Rod Lache – Deutsche Bank: You’re saying that there really wasn’t any material benefit this quarter for the inventory building?

Yes, there were not a lot of units built in inventory I think that’s a fair comment. We said for this year the way to think about our production is that we are going to be producing at about the level we are selling at and we wouldn’t expect a lot of units to be built. There is some seasonality there, but I think in the first quarter, industry was strong enough that we didn’t have the opportunity to build a lot of units. Rod Lache – Deutsche Bank: Okay, and do you happen to know what your run rate of commercial tire sales was if you annualize that in the first quarter relative to the 17 million you used to do?

I was going to say that certainly, we’ve seen an increase in the first quarter rates on commercial trucks. I think if we take the North America industry, we saw commercial up about 15% in the quarter for the industry and OE of about 17%. I think what we will be able to do is you can look at that and assume that at least directionally Goodyear’s volumes are seeing some of that benefit, could be a little higher, little lower than the industry units, but generally that’s what you see in North America. In Europe commercial replacement was up a lot, it was up about 37% and we’re getting some benefit from that increase in the replacement market in Europe as well. The OE market for commercial in Europe was about flat. But I think if you take those percentages it is going to give you an idea what kind of volume increase we got. Rod Lache – Deutsche Bank: Okay and I just throw out a couple of last ones. Could you tell us the cost savings objective for the year? You said it was front end loaded. And also you mentioned that you are up only slightly in North America replacement. Was there some share loss that you experienced in the quarter?

Rod, on the cost targets I think we will stick with a billion dollars over three years that we put out there and that’s a good start for the quarter but a little bit front loaded as we said we haven’t delineated it by year. But good progress from my perspective in terms of what we are working on both in manufacturing and low cost sourcing in SAG and a couple other areas but we haven’t broken it down by quarter. And in terms of North America what you saw is in terms of volumes and share what you saw is our volume was essentially flat and consumer replacement where we saw an industry increase. And if you break it down on the positive side, if you will, we saw increase in our branded share and also the benefits of taking Kelly nationwide versus the sort of limited distribution we used to have of that brand. Both of those were positive for us. Those are a little bit offset though by the volume pull-forward we had in Q4, given the price increase that we put in at the end of last year and also volume went down a bit from exiting some of the lower margin non-branded product like the Republic and Remington brands that we had before and then finally you can also put in there growth as a consumer OE business, which causes us to reallocate some production to meet some of the contractual requirements around OE. And as you saw those OE volumes are very strong in the first quarter. So that’s how we think about our volumes at this point for North America. As I look at over the balance of the year I think given our products, given the distribution, the supply chain we have, given the new products we put in the market, we feel pretty comfortable with the long-term trend on sharing with you is any kind of a run rate or indicative of how we think about it over the longer-term. Rod Lache – Deutsche Bank: Okay, thank you.

Thank you.

Your next audio question comes from the line of Himanshu Patel of JP Morgan

Good morning, Himanshu. Himanshu Patel – JP Morgan: Hi, good morning. Yes. Just so we can get a sense for what normalized volumes in North America could be, can you give us a sense of the combined impact of strategic volume exits over the last few years in North America, in segments like private label and I think you are also now referring to consumer OE markets that you kind of flattened up on I mean just directionally, you did about 83 million units in North America in '07 I think '09 was about 20 million lower. As you think of 20 million lower, as you think of an economic recovery, is it fair to assume all of that 20 million to come back or maybe 5 million you kind of exited, how would you kind of dimension that?

I think, Himanshu, in terms of volumes that we have exited the single biggest area, if you will, would be the wholesale private label business that we exited a number of years ago and that was sort of in the 8 million to 10 million range. That’s going to be the bulk of that. And that volume I think we said is not coming back, that’s not a business we’re going to play in, in any significant way. The next biggest thing would be our business in consumer OE in North America. And we had shares over 40% at the top end of the range there as much as 30 million units. We haven’t publicly put out a targeted volume target what have you, but I will tell you, our view in terms of mixing up our business will be to continue down the past has been very selective in the OE fitments that we take, again, looking as a sort of an MPV basis what do we get from that sale out in the replacement market and we also look at the residual benefit of that in growing in the key consumer replacement markets as well, particularly, in the branded business. I don’t know if that completely answers your question but that 10 million units again we are not going to go back into and we’re going to continue to be very selective. Himanshu Patel – JP Morgan: And then I think Darren on the last call you have guided us to $12 to $14 per tire reduction in unabsorbed overhead cost as production rebounds. Given that you have gotten more bullish on your volume assumptions for commercial truck and markets this year. How should that number change versus what you thought before?

Yes, Himanshu, I think we start with the $12 to $14 guidance and I would stick with it today. Yes, we had anticipated a significant pick up in commercial truck production when we established that number. We have seen some additional growth in industry volumes and we guided to higher levels. So I think you are right to think that there is probably some related increase in commercial truck production. Some of that will be in the second half and will come out in cost of goods sold next year so that would limit the impact it has on our guidance for this year. But I stick with the $12 to $14 right now even though there is a little bit improvement there that we have seen in the commercial truck production. Himanshu Patel – JP Morgan: Okay and then two last ones. Thank you for the 20% number in terms of revenue mix normalizes. Can you just help us dimension that sort of geographically a little bit better? How does your commercial revenue mix fare between North America, Europe and Latin America? I think Latin America historically been the highest, but where is that relationship for North America and Europe?

Again, Himanshu, look at this and obviously it’s fluctuated a lot over the last three years. So I will be a little bit careful on how we guide on this, but I think what you can think of is that Latin America is quite a bit higher. We’ve said in the past and I think I would reiterate that the commercial truck business approaches half of our business in Latin America so a lot higher exposure there. I think for the rest of the world it’s all going to fall a little bit below what the global average is. So I think Latin America is higher number. The other regions generally a little bit lower in our global average will get to the 20%. Himanshu Patel – JP Morgan: And is there any big difference in North America and Europe or –?

It fluctuates, Himanshu, but I am not going to give you any view there, there is a lot significant –

There is no big difference, Himanshu. Himanshu Patel – JP Morgan: Okay. And just last question. How would you characterize inventories now in North America and Europe for consumer and commercial replacement?

Himanshu, I will start and Darren, you can jump in if you like but I think we feel that our inventories are in really good shape relative to what we want to do which is to keep as much as the benefits we pulled into 2009 both in terms of dollars and in terms of units and run our business off lower inventory. I think we have the processes in place that we’re working on in terms of our supply chain organization to do that. So we’re feeling okay with where the inventories are at now. If you take a step back, particularly, in North America, there have been a lot of comments around supply issues out in the marketplace. And I think many of those comments are valid because if we take a step back what we’ve seen is inventory levels throughout the channel both manufacturers and the dealer channels starting from a pretty low point in ‘09 and then we’ve seen a faster recovery including the OE business in 2010 and I think that has up to an industry service level issue that’s out there. And for us I think as we listen very closely to our dealers we hear that as well. We also hear that when compared to others we are doing we are comparing favorably to them going forward and I have to say we know we can do better and we are doing better but when I think about a long-term I still see our efforts and our branded supply chains is a competitive advantage for us and consequently, that’s why I say the inventory levels are a place where we like them, could have a little bit more in certain places, but our focus is on flow through and volume of that inventory moving through the channel not in terms of absolute levels. Himanshu Patel – JP Morgan: Thank you.

Your next audio question comes from the line of Patrick Archambault with Goldman Sachs

Hi, Patrick Patrick Archambault – Goldman Sachs: Hi, good morning

Good morning Patrick Archambault – Goldman Sachs: Just I guess on the timing of price increases, I think it was maybe a week before last year announced that one on commercial, but I guess it has been since December since we have seen one on the passenger car side I think from you guys. Just wondering I mean I understand that in the past you had sort of a cycle of three months or so between price increases but it does seem where we are starting to get kind of beyond that now and just wondering if you guys are waiting for capacity utilization improve or if you are waiting till the actual cost of the inventory goes up before you push that through. Maybe you can just tell us a little bit more about how you think about matching those commodity inflation numbers you put out?

Sure, Patrick, I think it’s a good question and I think the way I start in answering the question is really looking back at what we’ve done historically and how we think about raw materials and price mix. And historically, our strategy has been to really use price mix to offset raw material inflation. And we look over the past six years or so. I think you would see that we’ve successfully done that through the impact on new products that we’ve introduced through improving our mix and again, there think about branded versus non-branded, think about more replacement versus OE, and, of course, the pricing actions that we’ve taken over the period. That’s been our record and certainly, our intention is to manage our business that way. To your point, starting in Q2, we’re going to see raw material costs increases intensifying and that’s going to carry into the second half. You rightly pointed out; I think Darren and I both mentioned we are looking at second half increases of about in excess of 35%. So we will continue to drive the things that have worked for us in the past. We’ll drive that with renewed intensity and we’re also putting a lot more focus now on cost savings areas to get it those raw materials cost increase as well. And there you think about things like material substitution, think about things like weight reduction in the tires. And again we’ve been able to do these things. We are confident in our ability to do it. Over the short-term I think this rapid escalation of raw materials, price mix to offset that may take a little bit longer, but, particularly in the second half and over the long term we are very confident that our strategy that worked in the past will work again. That’s I think that’s how I characterize how we think about the issue and again, we are thinking about it with a lot of confidence over the longer-term. Patrick Archambault – Goldman Sachs: Okay, thanks and one follow-up I guess. Just on the North America, 5% segment operating target. Can you describe us a little bit about what your footprint might look in that scenario? Is there a significant amount of I guess reduction in the current footprint you have that would need to take place? Is it something where you going to have to have like pretty material portion of North America sales met through outsourcing, which you have kind of talked about a little bit in the past or is it something that maybe the heavy lifting is done by just better volumes and better capacity utilization in the factories you already have?

You know, I think Patrick it’s a pretty relevant question and I continue to think it’s on lot of people’s mind. So maybe I will start by just commenting that we still very much believe in the 5% EBIT to sales metric in North America, we believe it’s achievable, but to get there, there’s going to be multiple factors that are going to get us home rather than just a footprint action, let’s say in and of itself. As we think about it what will get us there is increased volumes and of course driven by part of the market recovery that we’ve seen. We’ll get the benefit of the sales volume, but we’ll also get the benefit of unabsorbed overhead costs to start soak in up some of that unabsorbed costs I should say it’s in the P&L. In addition to that you will see increase production that will help us get there. Just remember we were in an inventory decline period last year. You’re not going to see that any more so we will get the benefit of the increased production as well. Also you have to think about the pension expense. ‘09 was about 150 million higher than ‘08 in terms of pension expense. That ultimately will await and go down. I can’t give you a time period, but we’ll get the benefit of pension getting back to a more normalized level after the big assets and decreases in the plant that we saw in '08. We also have cost savings action, the efficiencies that I’ve referenced to in my remarks earlier, particularly; coming out of the USW contract, there’s a lot of opportunity there. And also from improved mix you heard me refer to that a couple of times again, replacement versus OE branded versus non-branded. And then I’d say finally to your point a footprint action that we’ve been thinking about and certainly that was reflected in the unit contract that we negotiated last year. So I can’t give you the exact timing of when, how all that happens. We feel like we’re on a good path to achieving it. Patrick Archambault – Goldman Sachs: I guess just kind of digging a little bit more in to that footprint action, I mean, is part of some of the references to outsource entire production is that kind of have to also be part of the solutions to be able to get the cost structure in the right place?

No, Patrick, I think as a business in North America we’ve always imported some level of tires into North America for a variety of reasons. Some of which we just can’t make here whatever the reason might be. But I think as you are looking at it if you are asking will it be a strategy to offshore a high percentage of tires into North America, I said in the past our attention is to produce the tires we have here in North America successfully at the right costs and that’s a big part of what our accomplishments have to be as we look forward and we will continue to work on footprint and some level of imports as we have in the past as part of our overall supply plan for North America. Patrick Archambault – Goldman Sachs: Okay, great, very helpful. Thank you.

Due to the length of the call your last question comes from the line of John Murphy with Bank of America. John Murphy – Bank of America: Good morning, guys.

Hi, John. John Murphy – Bank of America: The commercial tire you sort of information you gave us on Slide 14 was very helpful. 20% of normal revenue. I was just wondering where we were in 2009 as a percent of revenue and then where we are in the first quarter if you can help us understand where that business is in total right now?

John, as you might expect the percentage in 2009 would have been a bit below the 20% historical number. I will dimension it basically but you can see on the graph what happened in North America the dramatic declines we saw in the industry there. In Europe we saw something similar. So with very severe industry declines that took place in commercial and I think the OE being the biggest where North America were down almost 40% and Europe down 70% last year. So we had very big impact there. Much bigger than we saw in the consumer business and as a result our mix of revenue in commercial truck was down in 2009. As we look in 2010 there is a recovery in commercial truck and that’s a stronger recovery that we’re seeing in consumer. So you can say directionally moving back towards the historical average but these rates is going to take a while to get back to where history was. John Murphy – Bank of America: Okay. And then you mentioned as a chat on your commercial tires was running around 50% capacity utilization was running about 50%. Given the outlook that you have you have roughly a 10% to 15% increase in aggregate commercial tires, so it sounds like you would probably get into that, below 60% range. Where do you break even in the commercial tire cap view?

John, one thing I would point out. Clearly, we are going to be in better shape from a production standpoint this year. The thing I would point out is we ran the factories at 50% capacity utilization last year. We’re cutting inventory. So the first thing it’s going to happen this year is that we’re not going to take units out of the inventory which means that even if the sales were the same we produce more this year. So that will increase the capacity utilization to well above the 50%. And then we would also have to produce the incremental units for any sales increases year-over-year. So the pattern works in a way that similar in commercial to what we’ve seen in consumer and that we’re adding some units because we’re not taken units out of the inventory and we’re adding some units because of prior sales. So I think you take those two pieces. The capacity utilization is going to cineaste quite a bit this year but given that we‘re starting from last year’s sales base of about 12 million units versus 17 that we sold back in 2007. Even sales move up this year somewhere in the percentage range that you are quoting we don’t need the number of tires that we needed back in 2007. So there’s still going to be some open capacity. We’re moving back in the right direction now. John Murphy – Bank of America: And you mentioned revenue per tire in the commercial side is three times to four times that that would be on the consumer side. Should we think about that as the profitability differential between passenger, commercial or is it even greater than that revenue per tire?

I think John, if I look at the overhead absorption so that the unabsorbed overhead recovery I think the three times to four times consumer tires pretty good a rule of thumb. In terms of overall profitability it’s very dependent on region and product segment. So I’m not sure I can give you a clear rule of thumb on that, but the profitability on commercial truck tires, I don’t think you will be thinking of being well beyond that, but it’s really going to depend on region. There’s not easy rule of thumb I can give you there. It really isn’t but for unabsorbed overhead calculation at least that part of the contribution I think you can use the three times or four times of consumer tire. John Murphy – Bank of America: And then just lastly, pension contribution you guys laid it out nicely for us I think in the appendix here. The 2010 contribution remained at 275 to 325. I think you talked about a ramp up of 200 million to 300 million I believe in 2010 in pension contributions. But given the good returns in the market is that number still that significantly higher in 2011 or maybe is that number comes down?

John, this is Damon. At this point we haven’t revised our guidance. Through the first quarter our pension returns are above 4%. So as you know that will ultimately impact potentially the 2011 contribution, but too early in the year to change that guidance. John Murphy – Bank of America: Great, thank you very much, guys.

Okay. Thanks, John and everyone, thanks for your attention today. We appreciate your listening, we appreciate the questions. Thanks very much.

Janetta [ph], you can close down the call, please.

We thank you for joining in this today’s conference call. You may now disconnect.