The Company continues to maintain a valuation allowance pursuant to SFAS No. 109, “Accounting for Income Taxes,” on its net U.S. deferred tax asset position. The valuation allowance will be maintained as long as it is more likely than not that some portion of the deferred tax assets will not be realized. Deferred tax assets and liabilities are determined separately for each taxing jurisdiction in which the Company conducts its operations or otherwise generates taxable income or losses. In the U.S., the Company has recorded significant deferred tax assets, the largest of which relates to products liability, pension and other postretirement benefit obligations. These deferred tax assets are partially offset by deferred tax liabilities, the most significant of which relates to accelerated depreciation. Based upon this assessment, the Company maintains an $80.9 million valuation allowance for the portion of U.S. deferred tax assets exceeding its U.S. deferred tax liabilities. In addition the Company has recorded valuation allowances of $0.9 million for deferred tax assets associated with initial start-up losses in foreign jurisdictions.

Results from discontinued operations include a tax benefit of $13.9 million for the three months and nine months ended September 30, 2007 related to the partial release of a tax valuation allowance. Due to the certainty created by the October 2007 sale of Oliver Rubber Company, the Company revised its judgment regarding the realization of certain deferred tax assets associated with tax attribute carryforwards.

Income from discontinued operations, net of tax, decreased $12.5 million in the third quarter of 2008 from the third quarter of 2007. During the third quarter of 2007, the Company recorded expenses of $2.3 million, net of tax, related to its former automotive products operation for a change in control severance payment and an adjustment to the selling price corresponding to an increase in the valuation of a long-term obligation it retained after the sale. The operations of the Oliver Rubber subsidiary generated net income of $0.7 million for the third quarter of 2007. The $13.9 million partial release of the tax valuation allowance was discussed above. For the nine months ended September 30, 2008, income from discontinued operations, net of tax, decreased $15.5 million due primarily to the partial release of the tax valuation allowance in 2007. Expenses associated with the former automotive operations, net of tax, totaled $1.9 million in 2007 and the Oliver Rubber subsidiary generated income, net of tax, of $3.6 million in 2007.

North American Tire Operations Segment

		Three months ended September 30												Nine months ended September 30
		2007				Change				2008				2007				Change				2008
(Dollar amounts in millions)
Sales		$	576.3				1.7	%		$	586.2			$	1,624.5				0.4	%		$	1,631.4
Operating profit (loss)		$	26.9				n/m			$	(51.1	)		$	74.4				n/m			$	(64.9	)
United States unit shipments changes:
Passenger tires Segment							-12.1	%											-13.4	%
RMA members							-8.2	%											-5.7	%
Total Industry							-3.6	%											-1.7	%
Light truck tires Segment							-22.3	%											-13.4	%
RMA members							-18.2	%											-11.1	%
Total Industry							-18.0	%											-12.3	%
Total light vehicle tires Segment							-14.1	%											-13.4	%
RMA members							-9.6	%											-6.4	%
Total Industry							-5.7	%											-3.2	%
Total segment unit sales changes							-4.9	%											-7.6	%

Overview

The North American Tire Operations segment produces passenger car and light truck tires, primarily for sale in the United States replacement market. Major distribution channels and customers include independent tire dealers, wholesale distributors, regional and national retail tire chains, and large retail chains that sell tires as well as other automotive products. The segment does not sell its products directly to end users, except through three Company-owned retail stores, and does not manufacture tires for sale to the automobile original equipment manufacturers (“OEMs”).

Sales

Sales of the North American Tire Operations segment increased $9.9 million, or 1.7 percent, in the third quarter of 2008 from levels in 2007. The increase in sales was a result of improved pricing and mix ($67.9 million), offset by lower unit volume ($58.0 million). The improved pricing was the result of price increases implemented during 2007 and 2008. The improved mix was primarily the result of increased sales volumes of the Cooper

brand, which continues to gain market share. The segment also increased its sales of winter tires and shipments to Canada and Mexico. The product segments with the largest declines were broadline and light truck.

In the United States, the segment’s unit sales of total light vehicle tires decreased 14.1 percent in the third quarter of 2008 compared to the third quarter of 2007. This decrease exceeded the 9.6 percent decrease in total light vehicle shipments experienced by all members of the Rubber Manufacturers Association (“RMA”), and also exceeded the 5.7 percent decrease in total light vehicle shipments for the total industry (which includes an estimate for non-RMA members) for the quarter. The industry decrease in light vehicle tire units was due to macroeconomic conditions in the United States in which higher fuel prices and recession concerns have caused reduced replacement tire purchases. A portion of the difference between the industry and Company’s performance was the decision made by the Company to eliminate one brand and to exit unprofitable lines of business. Sales to both private brand distributors and to wholesale channel customers decreased, as competition increased in these price sensitive channels.

Sales of the North American Tire Operations segment increased $6.9 million, or 0.4 percent, in the first nine months of 2008 from levels in 2007. The increase in sales was a result of improved pricing and mix ($182.8 million), offset by lower unit volume ($175.9 million). The improved pricing was the result of price increases implemented during 2007 and 2008. The improved mix was primarily the result of increased sales volumes of the Cooper brand, which continues to gain market share, while unit sales to private brand distributors showed declines over the prior year. The segment also increased its sales of winter tires and showed decreased unit sales in broadline and light truck tires.

In the United States, the segment’s unit shipments of total light vehicle tires decreased 13.4 percent in the first nine months of 2008 compared to the same period in 2007. This decrease exceeded the 6.4 percent decrease in total light vehicle shipments experienced by all members of the RMA, and also exceeded the 3.2 percent decrease in total light vehicle shipments for the total industry for the first nine months. The industry decrease in light vehicle tire units was primarily due to the macroeconomic conditions in North America. Higher fuel prices and recession concerns have caused reduced replacement tire purchases. Volumes in the segment decreased more significantly than the industry due to a tougher comparable as the segment benefited in 2007 from a competitor’s strike. Further impacting the segment’s volumes were strategic decisions made by the Company to eliminate one brand and to exit unprofitable lines of business. Sales to both private brand distributors and to wholesale channel customers decreased, as competition increased in these price sensitive channels.

Operating Profit

Segment operating profit decreased $78.0 million in the third quarter of 2008 from the level in the third quarter of 2007. The decrease in operating profit was partly due to lower unit volumes ($13.2 million), higher raw material costs ($103.9 million) and higher utility costs ($3.5 million). During the third quarter of 2008, the hurricanes which hit the Gulf Coast region of the United States impacted the ability of certain suppliers to provide sufficient raw materials to the segment, causing the segment to curtail production at its four manufacturing facilities and resulting in decrease in operating profit ($9.3 million). These decreases were partially offset by improved pricing and mix ($40.9 million), lower products liability costs ($7.9 million) and lower incentive-related compensation expense.

The segment determines its inventory costs using the last-in, first-out (“LIFO”) method. During the third quarter of 2007, inventory levels declined and resulted in the segment recognizing a $14.2 million benefit from inventory liquidations in the quarter. There was no similar benefit recorded in the third quarter of 2008.

Segment operating profit decreased $139.3 million in the nine months ended September 30, 2008 from the level in the same period of 2007. The decrease in operating profit was due to lower unit volumes ($35.6 million), higher raw material costs ($179.5 million), higher utility and maintenance costs ($10.7 million), higher products liability costs ($8.7 million) and LIFO liquidations in 2007 ($14.2 million). Production curtailments caused by a shortage of a certain raw material in the second quarter of 2008 and raw material shortages caused by the hurricanes in the third quarter of 2008 negatively impacted operating profit ($22.3 million). These decreases were partially offset by improved pricing and mix ($115.5 million), restructuring charges recorded in the first nine months of 2007 ($3.3 million) and lower incentive-related compensation expense.

Factors in global commodity markets are driving record-high raw material prices, specifically in natural and synthetic rubber as well as other petroleum-based materials. These high prices, coupled with the use of last-in, first-out (“LIFO”) cost flow assumptions for inventory accounting in North America, have contributed to decreased earnings. The LIFO accounting method charges the most recent costs against sales and, in periods of rising raw material costs, results in lower profits compared to other inventory accounting methods. When costs moderate, the North American operations will more quickly experience lower charges to cost of goods sold than would be reported under other inventory costing methods.

A combination of events during the first nine months of 2008 resulted in an increase in products liability costs of $8.7 million. Details of the methodology used to calculate the products liability reserve are discussed in the Notes to Consolidated Financial Statements.

Segment Outlook

The segment has lowered its expectations for profitability for the remainder of 2008. Total industry sales volumes are projected to remain soft. While fuel prices have been declining recently, the current economic environment and recession concerns affect the consumer resulting in fewer miles driven and lower tire purchases. The segment has targeted market opportunities in profitable products and channels that are planned to improve the segment’s performance in comparison to the industry.

Manufacturing operations in North America should continue to improve during the remainder of 2008 and into 2009 as Six Sigma, LEAN, automation and other projects are implemented. These efforts, in addition to the increased sourcing of tires from lower cost countries, are expected to improve the Company’s cost competitiveness. During the fourth quarter, the Company expects to curtail production to manage its inventory levels. The Company announced a network capacity study that will be completed not later than early 2009. This study is likely to result in restructuring, including capacity consolidation or geographical shifts to production.

During the third quarter the Company invested in a manufacturing facility in Mexico. This facility will continue to increase its shipments of tires to the United States as well as supporting expansion in the Mexican market.

The price of natural rubber and petroleum-based raw materials reached historic highs during the first nine months of 2008. The cost of steel, another significant commodity for the Company, also increased during this period. Raw material costs have been declining in recent weeks and this trend is expected to continue into 2009.

International Tire Operations Segment

		Three months ended September 30												Nine months ended September 30
		2007				Change				2008				2007				Change				2008
(Dollar amounts in millions)
Sales		$	235.8				20.7	%		$	284.7			$	653.3				22.4	%		$	799.4
Operating profit		$	7.2				0.0	%		$	7.2			$	25.1				-19.9	%		$	20.1
Unit sales change							12.7	%											19.6	%

The International Tire Operations segment manufactures and markets passenger car, light truck and motorcycle tires for the replacement market, as well as racing tires and tire retread materials, in Europe. The segment’s Cooper Chengshan joint venture manufactures and markets passenger car and light truck radial tires as well as radial and bias medium truck tires in the Asian market. The segment’s Cooper Kenda joint venture manufactures tires to be exported to markets outside of China. Until May 2012, all of the tires produced by this joint venture will be exported and sold through the Company and its affiliates.

Sales

Sales of the International Tire Operations segment increased $48.9 million, or 20.7 percent, in the third quarter of 2008 compared to the third quarter of 2007. The foreign currency impact of a weakened United States dollar particularly in relation to the British pound and the Chinese renminbi increased sales $4.3 million in the third quarter of 2008. The remainder of the increase in sales in the third quarter of 2008 compared to the third quarter of 2007 was due to higher unit volumes ($15.9 million), primarily from the start-up of Cooper Kenda, and improved net pricing and mix ($28.7 million).

Sales of the International Tire Operations segment increased $146.1 million, or 22.4 percent, in the first nine months of 2008 compared to the same period in 2007. The foreign currency impact of a weakened United States dollar particularly in relation to the British pound and the Chinese renminbi increased sales $36.0 million in the first nine months of 2008. The remainder of the increase in sales in the first nine months of 2008 compared to the first nine months of 2007 was due to higher unit volumes ($68.4 million), primarily from the start-up of Cooper Kenda, continued growth in the Chinese markets and improved net pricing and mix ($41.7 million).

Operating Profit

Operating profit for the segment in the third quarter of 2008 was the same as the same period of 2007. The impacts of higher unit volumes ($3.4 million) and improved net pricing and mix ($29.9 million) were offset by higher raw material costs ($33.4 million). Operating profit in the quarter was also affected by the Olympics held in Beijing whereby power availability across much of China was curtailed. These restrictions affected the segment’s sales as the reduced economic activity lowered tire purchases by several key customer channels and also caused higher utility costs and curtailed manufacturing at the segment’s Chinese tire plants.

Operating profit for the segment in the first nine months of 2008 was $5.0 million lower than in 2007. The impacts of the higher unit volumes ($11.8 million) and improved net pricing and mix ($59.8 million) were offset by higher raw material costs ($65.3 million), higher utility costs in China and Europe, higher advertising costs in Asia and higher expenses related to the continued start-up of Cooper Kenda. During 2007, the segment recorded a gain on the sale of land in Europe ($2.2 million).

Segment Outlook

The segment is cautious regarding its opportunities for the remainder of 2008.

In Europe, the focus will continue on growing the Cooper and Avon brands in profitable channels using performance and niche products. The manufacturing facility in Melksham, England will concentrate on high performance, racing and motorcycle products. Additional opportunities for outsourced products from low cost suppliers will be explored to supply customer needs.

The segment intends to grow in both radial medium truck and passenger tire sales in China. This growth will be focused in profitable channels and products and should continue to elevate the Company’s brands in Asia.

The ramp up of production at Cooper Kenda’s greenfield plant will continue in 2008 and the facility expects to produce nearly 2.5 million tires during the year. These tires are exported from China primarily to North America.

The operations at Cooper Chengshan are expected to continue improving and expanding through the rest of the year. Expansions are underway to increase tire production capacities to meet the high demand for consumer and commercial tires in Asia.

Outlook for Company

Current macroeconomic conditions around the globe have created intense challenges for the Company. Tire demand has decreased and raw material costs reached historic highs during the first nine months of 2008.

The Company is fully committed to its long-term strategy to build a sustainable and cost competitive supply of tires, profitably grow its business and increase its organizational capabilities. The Company believes it has the financial strength to pursue these goals during the remainder of 2008 and beyond, but also believes it is prudent to increase its level of caution in executing the plan. Therefore, it has significantly reduced planned capital expenditures.

The Company continues to monitor its spending and has increased its focus on delivering cost improvements during 2008, with many initiatives already in place. These efforts, along with success in implementing price increases and declining raw material prices, provide support for the Company’s belief that results will be appreciably more favorable as the economy improves.

The value of investments in the Company’s pension trusts have decreased during the recent market turmoil. If investment values remain at these levels or decline further, the Company anticipates both pension expense and pension funding will increase materially in the future. The Company could also experience a material adverse change to its Consolidated Balance Sheet which would include an increase to Other long-term liabilities and a corresponding decrease in Stockholders’ equity through Other comprehensive income.

Liquidity and Capital Resources

Generation and uses of cash — Net cash used in operating activities of continuing operations was $155.3 million in the first nine months of 2008 compared to the $280.1 million provided in the first nine months of 2007. Income after adjustments for non-cash items decreased $131.0 million. Changes in operating assets and liabilities, primarily the increase in inventories, consumed $207.6 million of cash in 2008 versus a cash generation of $96.8 million in 2007.

Net cash used in investing activities during the first nine months of 2008 reflects capital expenditures of $100.6 million and the final payment of $6.0 million associated with the purchase of Cooper Chengshan. The available-for-sale securities purchased in 2007 were sold during 2008. During the third quarter of 2008, the Company received $107.0 million as a result of exercising its put option on its investment in Kumho Tire Co., Inc. Also during the third quarter, the Company invested $25.5 million in a manufacturing facility in Mexico.

Net cash used in investing activities during the first nine months of 2007 reflects capital expenditures of $103.8 million and investments in available-for-sale securities of $50.1 million. The Company made two payments related to the purchase of Cooper Chengshan during the third quarter of 2007. Proceeds from the sale of assets related primarily to the sale of a corporate aircraft and of a stock investment in 2007.

The issuance of debt in 2008 relates to the Company’s operations in China. During the first nine months of 2007, the Company’s Cooper Kenda joint venture received $11.8 million from its joint venture partner and the joint venture received $4.3 million during the first nine months of 2008.

During the first nine months of 2008, the Company repurchased $14.3 million of its senior notes due in December 2009 and has remaining authorization to repurchase $104 million of debt. Also during the first nine months of 2008, the Company repurchased 803,300 shares of its common stock for $13.9 million and has remaining authorization of $40 million for share repurchases. The Company has temporarily suspended its debt and share repurchase programs.

Dividends paid on the Company’s common shares during the first nine months of 2007 and 2008 were $19.6 million and $18.6 million, respectively. During the first nine months of 2007, stock options were exercised to acquire 1,236,660 shares of common stock while in 2008, there were 19,192 stock options exercised.

Available credit facilities — The Company has a revolving credit facility with a consortium of six banks that provides up to $200 million in credit facilities and expires November 9, 2012. The Company also has an accounts receivable securitization facility with a $125 million limit with a September 2010 maturity. These credit facilities do not contain any significant financial covenants.

Available cash and contractual commitments — At September 30, 2008, the Company had cash and cash equivalents of $264.0 million. The majority of the Company’s cash is invested in three large 2a-7 registered money market funds, rated AAA. The Company’s additional borrowing capacity through use of its credit agreement with its bank group and its accounts receivable securitization facility at September 30, 2008 was approximately $254.0 million and is subject to the amount of available qualified collateral and the amount of letters of credit issued from time to time which are backed by these facilities.

The Company expects capital expenditures for 2008 to be in the $140 to $160 million range of which approximately $75 million will be in consolidated subsidiaries where the Company’s ownership is at or near 50 percent.

The following table summarizes the long-term debt of the Company at September 30, 2008:

Parent company
7.75% unsecured notes due December 2009		$	96.9
8% unsecured notes due December 2019			173.6
7.625% unsecured notes due March 2027			116.9
Capitalized leases and other			5.1
			392.5
Subsidiaries
5.58% unsecured notes due March 2009			17.5
5.67% unsecured notes due April 2009			21.9
6.185% unsecured notes due August 2009			1.0
6.318% unsecured notes due August 2009			5.8
6.196% unsecured notes due September 2009			0.5
6.48% unsecured notes due September 2009			4.1
6.135% unsecured notes due February 2010			3.2
6.804% unsecured notes due February 2010			7.3
7.56% unsecured notes due June 2011			4.3
7.56% unsecured notes due September 2011			4.4
			70.0
Less current maturities			50.8
		$	411.7

At September 30, 2008, the current portion of long-term debt was $50.8 million. All of the debt reflected under subsidiaries above relates to the Asian subsidiaries where the Company’s ownership is at or near 50 percent. The subsidiaries plan to refinance the debt at maturity.

Contingencies

The Company is a defendant in various judicial proceedings arising in the ordinary course of business. A significant portion of these proceedings are products liability cases in which individuals involved in vehicle accidents seek damages resulting from allegedly defective tires manufactured by the Company. Litigation of this type has increased significantly throughout the tire industry following the Firestone tire recall announced in 2000. In the future, products liability costs could have a materially greater impact on the consolidated results of operations and financial position of the Company than in the past. After reviewing all of these proceedings, and taking into account all relevant factors concerning them, the Company does not believe that any liabilities resulting from these proceedings are reasonably likely to have a material adverse effect on its balance sheet in excess of amounts recorded at September 30, 2008. The Company is aggressively managing its products liability costs.

On May 13, 2008, the U.S. District Court for the Northern District of Ohio entered an Order holding that a series of pension and insurance agreements negotiated by the Company and its various union locals over the years conferred vested lifetime health care benefits upon certain Company hourly retirees which are not subject to the caps negotiated by the parties. The Company and the union locals negotiated the caps on contributions the Company paid for retiree medical benefits. Subsequent to the Order, the Court granted plaintiff’s motion for class certification. Currently, the Company is simultaneously pursuing an appeal of the Order to the Sixth Circuit Court of Appeals and reviewing other means of satisfactorily resolving the case. While there is a possibility of a materially adverse impact on the Company’s balance sheet and on future charges to operations and cash flows as the related claims are incurred, management is not presently able to predict the ultimate resolution of this matter. Accordingly, no accrual has been recorded for this issue.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risk at September 30, 2008 from those detailed in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2007.

Item 4. CONTROLS AND PROCEDURES

Pursuant to the requirements of the Sarbanes-Oxley Act of 2002, the Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, has evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of the Company’s disclosure controls and procedures, including its internal controls and procedures. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective.

There have been no changes in the Company’s internal control over financial reporting during the third quarter of 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The Company is a defendant in various judicial proceedings arising in the ordinary course of business. A significant portion of these proceedings are products liability cases in which individuals involved in vehicle accidents seek damages resulting from allegedly defective tires manufactured by the Company. Litigation of this type has increased significantly throughout the tire industry following the Firestone tire recall announced in 2000. In the future, products liability costs could have a materially greater impact on the consolidated results of operations and financial position of the Company than in the past. After reviewing all of these proceedings, and taking into account all relevant factors concerning them, the Company does not believe that any liabilities resulting from these proceedings are reasonably likely to have a material adverse effect on its balance sheet in excess of amounts recorded at September 30, 2008.

On May 13, 2008, the U.S. District Court for the Northern District of Ohio entered an Order holding that a series of pension and insurance agreements negotiated by the Company and its various union locals over the years conferred vested lifetime health care benefits upon certain Company hourly retirees which are not subject to the caps negotiated by the parties. The Company and the union locals negotiated the caps on contributions the Company paid for retiree medical benefits. Subsequent to the Order, the Court granted plaintiff’s motion for class certification. Currently, the Company is simultaneously pursuing an appeal of the Order to the Sixth Circuit Court of Appeals and reviewing other means of satisfactorily resolving the case. While there is a possibility of a materially adverse impact on the Company’s balance sheet and on future charges to operations and cash flows as the related claims are incurred, management is not presently able to predict the ultimate resolution of this matter. Accordingly, no accrual has been recorded for this issue.

Item 1A. RISK FACTORS

Included in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2007 was a listing of risk factors to be considered when making investment decisions with respect to the Company’s securities. The Company has updated these risk factors related to the Company and its subsidiaries and the complete listing is included below.

The Company is facing heightened risks due to the current business environment.

Challenges in the current business environment due to the volatility of raw material costs and disruptions in the capital markets present heightened risks to the Company. The deterioration in the macroeconomic environment, including disruptions in the credit markets, is also impacting the Company’s customers and retail consumers. Depending upon the severity and duration of these factors, the Company’s profitability and liquidity position could be negatively impacted.

Pricing volatility for raw materials, including rubber and carbon black, could result in increased costs and may affect the Company’s profitability.

The pricing volatility for natural rubber and petroleum-based materials contribute to the difficulty in managing the costs of raw materials. Costs for certain raw materials used in the Company’s operations, including natural rubber, chemicals, carbon black, steel reinforcements and synthetic rubber remain at high levels. Increasing costs for raw materials supplies will increase the Company’s production costs and harm its margins and results of operations if the Company is unable to pass the higher production costs on to its customers in the form of price increases.

Further, if the Company is unable to obtain adequate supplies of raw materials in a timely manner, its operations could be interrupted. Recently, the severity of hurricanes and the consolidation of the supplier base have had an impact on the availability of raw materials.

If the price of natural gas or other energy sources increases, the Company’s operating expenses could increase significantly.

The Company’s eight manufacturing facilities rely principally on natural gas, as well as electrical power and other energy sources. High demand and limited availability of natural gas and other energy sources have resulted in significant increases in energy costs in the past several years, which have increased the Company’s operating expenses and transportation costs. Overall, the Company’s energy costs were at high levels on average during 2008. Increasing energy costs would increase the Company’s production costs and adversely affect its margins and results of operations.

Further, if the Company is unable to obtain adequate sources of energy, its operations could be interrupted.

The Company’s industry is highly competitive, and it may not be able to compete effectively with low-cost producers and larger competitors.

The replacement tire industry is a highly competitive, global industry. Some of the Company’s competitors are large companies with relatively greater financial resources. Some of the Company’s competitors have operations in lower cost countries. Increased competitive activity in the replacement tire industry has caused, and will continue to cause, pressures on the Company’s business. The Company’s ability to compete successfully will depend in part on its ability to reduce costs by reducing excess capacity, leveraging global purchasing of raw materials, improving productivity, eliminating redundancies and increasing production at low-cost supply sources. If the Company is unable to offset continued pressures with improved operating efficiencies and reduced spending, its sales, margins, operating results and market share would decline.

The Company may be unable to recover new product development and testing costs, which could increase the cost of operating its business.

The Company’s business strategy emphasizes the development of new equipment and new products and using new technology to improve quality and operating efficiency. Developing new products and technologies requires significant investment and capital expenditures, is technologically challenging and requires extensive testing and accurate anticipation of technological and market trends. If the Company fails to develop new products that are appealing to its customers, or fails to develop products on time and within budgeted amounts, the Company may be unable to recover its product development and testing costs.

The Company conducts its manufacturing, sales and distribution operations on a worldwide basis and is subject to risks associated with doing business outside the United States.

The Company has operations worldwide, including in the U.S., the United Kingdom, continental Europe, Mexico and Asia (primarily in China). Recently, the Company has expanded its operations in Asia, constructed a manufacturing plant in China and invested in a tire manufacturing facility in Mexico. There are a number of risks in doing business abroad, including political and economic uncertainty, social unrest, shortages of trained labor and the uncertainties associated with entering into joint ventures or similar arrangements in foreign countries. These risks may impact the Company’s ability to expand its operations in Asia and elsewhere and otherwise achieve its objectives relating to its foreign operations. In addition, compliance with multiple and potentially conflicting foreign laws and regulations, import and export limitations and exchange controls is burdensome and expensive. The Company’s foreign operations also subject it to the risks of international terrorism and hostilities and to foreign currency risks, including exchange rate fluctuations and limits on the repatriation of funds.

The Company’s expenditures for pension and other postretirement obligations could be materially higher than it has predicted if its underlying assumptions prove to be incorrect.

The Company provides defined benefit and hybrid pension plan coverage to union and non-union U.S. employees and a contributory defined benefit plan in the U.K. The Company’s pension expense and its required contributions to its pension plans are directly affected by the value of plan assets, the projected and actual rates of return on plan assets and the actuarial assumptions the Company uses to measure its defined benefit pension plan obligations, including the discount rate at which future projected and accumulated pension obligations are discounted to a present value. The Company could experience increased pension expense due to a combination of factors, including the decreased investment performance of its pension plan assets, decreases in the discount rate, increases in the salary increase rate and changes in its assumptions relating to the expected return on plan assets. The Company could also experience increased other postretirement expense due to decreases in the discount rate and/or increases in the health care trend rate.

Increases in the Company’s pension expense could have a significant negative impact on its profitability and liquidity. Based on current guidelines, assumptions and estimates, including stock market prices and interest rates, the Company anticipates that it may be required to make a cash contribution of approximately $40 million to its defined benefit and hybrid pension plans in 2008. If the Company’s current assumptions and estimates are not correct, a contribution in years beyond 2008 may be greater than the projected 2008 contribution.

The value of investments in the Company’s pension trusts have decreased during the recent market turmoil. If investment values remain at these levels or decline further, the Company anticipates both pension expense and pension funding will increase materially in the future. The Company could also experience a material adverse change to its Consolidated Balance Sheet which would include an increase to Other long-term liabilities and a corresponding decrease in Stockholders’ equity through Other comprehensive income.

The Financial Accounting Standards Board may propose changes to the current manner in which pension and other postretirement benefit plan costs are expensed. These changes could result in higher pension and other postretirement costs.

Compliance with the TREAD Act and similar regulatory initiatives could increase the cost of operating the Company’s business.

The Company is subject to the Transportation Recall Enhancement Accountability and Documentation Act, or TREAD Act, which was adopted in 2000. Proposed and final rules issued under the TREAD Act regulate test standards, tire labeling, tire pressure monitoring, early warning reporting, tire recalls and record retention. Compliance with TREAD Act regulations has increased, and will continue to increase, the cost of producing and distributing tires in the U.S. Compliance with the TREAD Act and other federal, state and local laws and regulations now in effect, or that may be enacted, could require significant capital expenditures, increase the Company’s production costs and affect its earnings and results of operations.

In addition, while the Company believes that its tires are free from design and manufacturing defects, it is possible that a recall of the Company’s tires, under the TREAD Act or otherwise, could occur in the future. A substantial recall could harm the Company’s reputation, operating results and financial position.

Beginning with the third quarter, 2003, the TREAD Act required that all tire companies submit quarterly data to NHTSA on fatalities, injuries and property damage claims on tires. On July 22, 2008, the U.S. District Court of Appeals for the District of Columbia Circuit ruled that this data is not subject to automatic exemption from disclosure made in response to requests under the Freedom of Information Act. Consequently, the Company’s data, which is unverified at the time of submission to NHTSA, may be made public in the near future. The impact, if any, of this release on current or future litigation or on future sales is not known at this time.

Any interruption in the Company’s skilled workforce could impair its operations and harm its earnings and results of operations.

The Company’s operations depend on maintaining a skilled workforce and any interruption of its workforce due to shortages of skilled technical, production and professional workers could interrupt the Company’s operations and affect its operating results. Further, a significant number of the Company’s U.S. employees are currently represented by unions. The labor agreement at Findlay was set to expire at the end of October and on October 31, 2008, the Company announced an agreement had been reached to extend the contract with United Steelworkers Local 207L until midnight on November 21, 2008 to allow more time for discussions. The labor agreement at Texarkana does not expire until April 2010. Although the Company believes that its relations with its employees are generally good, the Company cannot provide assurance that it will be able to successfully maintain its relations with its employees or its collective bargaining agreements with those unions. If the Company fails to extend or renegotiate its agreements with the labor unions on satisfactory terms, or if its unionized employees were to engage in a strike or other work stoppages, the Company’s business and operating results could suffer.

The Company has a risk of exposure to products liability claims which, if successful, could have a negative impact on its financial position, cash flows and results of operations.

The Company’s operations expose it to potential liability for personal injury or death as an alleged result of the failure of or conditions in the products that it designs and manufactures. Specifically, the Company is a party to a number of products liability cases in which individuals involved in motor vehicle accidents seek damages resulting from allegedly defective tires that it manufactured. Products liability claims and lawsuits, including possible class action litigation, could have a negative effect on the Company’s financial position, cash flows and results of operations.

Those claims may result in material losses in the future and cause the Company to incur significant litigation defense costs. Further, the Company cannot provide assurance that its insurance coverage will be adequate to address any claims that may arise. A successful claim brought against the Company in excess of its available insurance coverage may have a significant negative impact on its business and financial condition.

Further, the Company cannot provide assurance that it will be able to maintain adequate insurance coverage in the future at an acceptable cost or at all.

The Company may be unable to access the capital markets.

The Company periodically requires access to the capital markets as a significant source of liquidity for capital requirements that it cannot satisfy by cash on hand or operating cash flows. Various factors, including a deterioration of the Company’s credit ratings or its business or financial condition, could impair its access to the capital markets. Turmoil in the capital markets or downgrades in the Company’s credit ratings would require it to pay a higher interest rate for future borrowing needs and any new borrowing facilities that the Company enters into may have stricter terms. Additionally, any inability to access the capital markets, including the ability to refinance existing debt when due, could require the Company to defer critical capital expenditures, reduce spending in areas of strategic importance, sell important assets or, in extreme cases, seek protection from creditors.

If assumptions used in developing the Company’s strategic plan are inaccurate or the Company is unable to execute its strategic plan effectively, its profitability and financial position could decline.

In February 2008, the Company announced its strategic plan. There are four pillars included in the strategic plan:

     Build a sustainable, competitive cost position,
     Secure cost effective supply,
     Drive top line growth, and
     Build bold capabilities and enablers to support strategic goals.

In October 2008 the Company announced a network capacity study for its United States operations that will be completed by January 2009. This study has been triggered by recent market supply and demand conditions.

If the assumptions used in developing the strategic plan vary significantly from actual conditions and/or the Company does not successfully execute specific tactics supporting the plan, the Company’s sales, margins and profitability could be harmed.

The Company may not be able to protect its intellectual property rights adequately.

The Company’s success depends in part upon its ability to use and protect its proprietary technology and other intellectual property, which generally covers various aspects in the design and manufacture of its products and processes. The Company owns and uses tradenames and trademarks worldwide. The Company relies upon a combination of trade secrets, confidentiality policies, nondisclosure and other contractual arrangements and patent, copyright and trademark laws to protect its intellectual property rights. The steps the Company takes in this regard may not be adequate to prevent or deter challenges, reverse engineering or infringement or other violations of its intellectual property, and the Company may not be able to detect unauthorized use or take appropriate and timely steps to enforce its intellectual property rights. In addition, the laws of some countries may not protect and enforce the Company’s intellectual property rights to the same extent as the laws of the United States.

The Company may not be successful in integrating future acquisitions into its operations, which could harm its results of operations and financial condition.

The Company routinely evaluates potential acquisitions and may pursue acquisition opportunities, some of which could be material to its business. While the Company believes there are a number of potential acquisition candidates available that would complement its business, it currently has no agreements to acquire any specific business or material assets other than as disclosed elsewhere in this report. The Company cannot predict whether it will be successful in pursuing any acquisition opportunities or what the consequences of any acquisition would be. Additionally, in any future acquisitions, the Company may encounter various risks, including:

	•		the possible inability to integrate an acquired business into its operations;
	•		increased intangible asset amortization;
	•		diversion of management’s attention;
	•		loss of key management personnel;
	•		unanticipated problems or liabilities; and
	•		increased labor and regulatory compliance costs of acquired businesses.

Some or all of those risks could impair the Company’s results of operations and impact its financial condition. These risks could also reduce the Company’s flexibility to respond to changes in its industry or in general economic conditions.

Future acquisitions and their related financings may adversely affect the Company’s liquidity and capital resources.

The Company may finance any future acquisitions, including those that are part of its Asian strategy, from internally generated funds, bank borrowings, public offerings or private placements of equity or debt securities, or a combination of the foregoing. Future acquisitions may involve the expenditure of significant funds and management time. In connection with its acquisition of Cooper Chengshan, beginning January 1, 2009 and continuing through December 31, 2011, the minority interest partner has the right to sell and, if exercised, the Company has the obligation to purchase, the remaining 49 percent minority interest share at a minimum price of $62.7 million. Future acquisitions may also require the Company to increase its borrowings under its bank credit facilities or other debt instruments, or to seek new sources of liquidity. Increased borrowings would correspondingly increase the Company’s financial leverage, and could result in lower credit ratings and increased future borrowing costs.

The Company is required to comply with environmental laws and regulations that cause it to incur significant costs.

The Company’s manufacturing facilities are subject to numerous laws and regulations designed to protect the environment, and the Company expects that additional requirements with respect to environmental matters will be imposed on it in the future. Material future expenditures may be necessary if compliance standards change or material unknown conditions that require remediation are discovered. If the Company fails to comply with present and future environmental laws and regulations, it could be subject to future liabilities or the suspension of production, which could harm its business or results of operations. Environmental laws could also restrict the Company’s ability to expand its facilities or could require it to acquire costly equipment or to incur other significant expenses in connection with its manufacturing processes.

A portion of the Company’s business is seasonal, which may affect its period-to-period results.

Although there is year-round demand for replacement tires, demand for passenger replacement tires is typically strongest during the third and fourth quarters of the year in the northern hemisphere where the majority of the Company’s business is conducted, principally due to higher demand for winter tires during the months of August through November. The seasonality of this portion of the Company’s business may affect its operating results from quarter-to-quarter.

The realizability of deferred tax assets may affect the Company’s profitability and cash flows.

A valuation allowance is required to be recorded pursuant to Statement of Financial Accounting Standard (“SFAS”) No. 109, “Accounting for Income Taxes,” when, based upon an assessment which is largely dependent upon objectively verifiable evidence including recent operating loss history, expected reversal of existing deferred tax liabilities and tax loss carry back capacity, it is more likely than not that some portion of the deferred tax assets will not be realized. Deferred tax assets and liabilities are determined separately for each taxing jurisdiction in which the Company conducts its operations or otherwise generates taxable income or losses. In the U. S., the Company has recorded significant deferred tax assets, the largest of which relate to tax attribute carryforwards, products liability, pension and other postretirement benefit obligations. These deferred tax assets are partially offset by deferred tax liabilities, the most significant of which relate to accelerated depreciation. Based upon this assessment, the Company recorded a valuation allowance for the portion of U.S. deferred tax assets exceeding deferred tax liabilities. Activities in 2008 have reduced this valuation allowance to $80.9 million at September 30, 2008 and resulted in credits to tax expense for 2008. The pension liability and associated deferred tax asset adjustment recorded to equity as a result of adoption of SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” accounts for $49.0 million of the total valuation allowance at the end of the third quarter 2008.

The impact of new accounting standards on determining pension and other postretirement benefit plans’ expense may have a negative impact on the Company’s results of operations.

The Company adopted SFAS No. 158 in December 2006 and the statement of financial position reflects the impacts of this accounting standard.

The Financial Accounting Standards Board is considering the second part of its review of accounting for pension and postretirement benefit plans. This second phase of this project may result in changes to the current manner in which pension and other postretirement benefit plan costs are expensed. These changes could result in higher pension and other postretirement costs.

There are risks associated with the Company’s global strategy of using joint ventures and partially owned subsidiaries.

The Company’s strategy includes expanding its global footprint through the use of joint ventures and other partially owned subsidiaries. These entities operate in countries outside of the U.S., are generally less well capitalized than the Company and bear risks similar to the risks of the Company. However, there are specific additional risks applicable to these subsidiaries and these risks, in turn, add potential risks to the Company. Such risks include: somewhat greater risk of sudden changes in laws and regulations which could impact their competitiveness, risk of joint venture partners or other investors failing to meet their obligations under related shareholders’ agreements and risk of being denied access to the capital markets which could lead to resource demands on the Company in order to maintain or advance its strategy. If the Company is called upon to provide capital and is unable to do so, insolvency of the related entity could result.

The two consolidated Chinese joint ventures have been financed in part using multiple loans from several lenders to finance facility construction, expansions and working capital needs. These loans are generally for terms of three years or less. Therefore, debt maturities occur frequently and access to the capital markets is crucial to their ability to maintain sufficient liquidity to support their operations.

The minority investment in a tire plant in Mexico, which is not consolidated with the Company’s results, is being funded largely by loans from the Company. The amount of such loans fluctuates with its results of operations and working capital needs and its ability to repay the existing loans is heavily dependent upon successful operations and cash flows.

Item 6. EXHIBITS

     (a) Exhibits

	(31.1	)		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	(31.2	)		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	(32	)		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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 thereunto duly authorized.

November 7, 2008
(Date)