GOODYEAR TIRE & RUBBER CO /OH/
11-K, 1995-12-18
TIRES & INNER TUBES
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<PAGE>   1





                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                              ____________________


                                   FORM 11-K


                 ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994

                        COMMISSION FILE NUMBER:  1-1927

                              ____________________


                              CELERON CORPORATION
                             EMPLOYEE SAVINGS PLAN
                            (FULL TITLE OF THE PLAN)


                              ____________________




                       THE GOODYEAR TIRE & RUBBER COMPANY
                       (NAME OF ISSUER OF THE SECURITIES)

                            1144 EAST MARKET STREET
                            AKRON, OHIO  44316-0001
                (ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE)
<PAGE>   2
                              CELERON CORPORATION
                             EMPLOYEE SAVINGS PLAN

ITEM 1.  Not applicable.

ITEM 2.  Not applicable.

ITEM 3.  Not applicable.

ITEM 4.  FINANCIAL STATEMENTS OF THE PLAN

        The Financial Statements of the Celeron Corporation Employee Savings
Plan for the fiscal year ended December 31, 1994, together with the report of
Price Waterhouse, independent accountants, are attached to this Annual Report
on Form 11-K as Annex A, and are by specific reference incorporated herein and
filed as a part of hereof.  The Financial Statements and the Notes thereto are
presented in lieu of the financial statements required by Items 1, 2 and 3 of
Form 11-K and were prepared in accordance with the financial reporting
requirements of ERISA.


                                   SIGNATURES


        PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THE PLAN ADMINISTRATOR HAS DULY CAUSED THIS ANNUAL REPORT TO BE SIGNED BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.

                                            THE GOODYEAR TIRE & RUBBER COMPANY 
                                            (as the Issuer) and 
                                            CELERON CORPORATION,
                                            Plan Administrator of the CELERON
                                            CORPORATION EMPLOYEE SAVINGS PLAN



Dated:  December 15, 1995                   By:  /s/ Richard W Hauman
                                            -----------------------------
                                                   Richard W Hauman,
                                            Vice President and Treasurer 
                                            of
                                            The Goodyear Tire & Rubber Company 
                                            and 
                                            Assistant Treasurer and 
                                            Assistant Comptroller 
                                            of
                                            Celeron Corporation



                                       1
<PAGE>   3
                                                                         ANNEX A
                                                                             TO
                                                                       FORM 11-K



                              CELERON CORPORATION
                             EMPLOYEE SAVINGS PLAN

                                   * * * * *


                              FINANCIAL STATEMENTS

                               DECEMBER 31, 1994
<PAGE>   4

                              CELERON CORPORATION
                              -------------------

                             EMPLOYEE SAVINGS PLAN
                             ---------------------

                         INDEX TO FINANCIAL STATEMENTS
                         -----------------------------

                               DECEMBER 31, 1994
                               -----------------


<TABLE>
<CAPTION>
                                                                       PAGE
                                                                       ----

<S>                                                                    <C>
Report of independent accountants                                       2

Financial statements:

  Statement of net assets available for Plan
    benefits at December 31, 1994 and 1993                              3

  Statement of changes in net assets available for
    Plan benefits for the years ended December 31,
    1994 and 1993                                                       3

Notes to financial statements                                         4-9


</TABLE>

<PAGE>   5



                       REPORT OF INDEPENDENT ACCOUNTANTS
                       ---------------------------------

December 15, 1995


To the Plan Administrator and Participants
of the Celeron Corporation Employee Savings
Plan (sponsored by Celeron Corporation)



In our opinion, the accompanying statements of net assets available for plan
benefits and the related statements of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
benefits of the Celeron Corporation Employee Savings Plan (sponsored by Celeron 
Corporation) at December 31, 1994 and 1993, and the changes in net assets
available for plan benefits for the years then ended, in conformity with
generally accepted accounting principles.  These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits.  We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for the opinion expressed above.


/s/ Price Waterhouse LLP


                                      -2-
<PAGE>   6
                             CELERON CORPORATION
                             -------------------
                            EMPLOYEE SAVINGS PLAN
                            ---------------------
<TABLE>                                                              
<CAPTION>                                                            
                            STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
                            --------------------------------------------------------------------------

(Dollars in Thousands)                                                        December 31, 1994        
                                                -----------------------------------------------------------------------------
                                                                               FUND INFORMATION         
                                                -----------------------------------------------------------------------------
                                                               COMPANY        FIXED        STOCK                
                                                                STOCK       INTEREST       EQUITY         BALANCED       LOAN
                                                  TOTAL         FUND          FUND          FUND            FUND         FUND
                                                 ------        ------        ------        ------          -----         ----
<S>                                             <C>           <C>           <C>           <C>              <C>          <C> 
Plan's interest in master trust representing
  total assets available for Plan benefits       $5,541        $1,613        $1,867        $1,693           $21          $347
                                                 ======        ======        ======        ======           ===          ====

</TABLE>

<TABLE>
<CAPTION>
(Dollars in Thousands)                                                   December 31, 1993      
                                                ---------------------------------------------------------------
                                                                         FUND INFORMATION      
                                                ---------------------------------------------------------------
                                                               COMPANY        FIXED        STOCK     
                                                                STOCK       INTEREST       EQUITY          LOAN
                                                  TOTAL         FUND          FUND          FUND           FUND
                                                 ------        ------        ------        ------          ----
<S>                                             <C>           <C>           <C>           <C>             <C> 
Plan's interest in master trust representing                                                         
  total assets available for Plan benefits       $5,646        $2,082        $1,718        $1,519          $327
                                                 ======        ======        ======        ======          ====
</TABLE>
                                       
                                       
<TABLE>                                                              
<CAPTION>                                                            
                       STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
                       -------------------------------------------------------------------------------------
(Dollars in Thousands)                                                        December 31, 1994       
                                                -----------------------------------------------------------------------------
                                                                               FUND INFORMATION         
                                                -----------------------------------------------------------------------------
                                                               COMPANY        FIXED        STOCK                
                                                                STOCK       INTEREST       EQUITY         BALANCED       LOAN
                                                  TOTAL         FUND          FUND          FUND            FUND         FUND
                                                 ------        ------        ------        ------          -----         ----
<S>                                             <C>           <C>           <C>           <C>              <C>          <C> 
Increase in Assets:
         Contributions:
                  Employer                         $178          $178        $   -         $   -         $   -        $  -
                  Employee                          559            -            253           293            13          -      
                                                 ------        ------       -------        ------       -------       -----
                                                    737           178           253           293            13          -      
Investment income from
         Plan's interest in master trust           (357)         (524)          123            22            -           22

Decrease in Assets:
         Benefits paid to participants
                  or their beneficiaries            485           123           188           148            -           26
         Administrative expenses                     -             -             -             -             -           - 
                                                 ------        ------        ------        ------           ---        ----
                                                    485           123           188           148            -           26
Transfers:
         Transfers between funds                     -             -             (1)           (4)            5           -
         Loans to participants                       -             -           (112)          (83)           -          195
         Loan repayments:                         
                  Principal                          -             -             64            83             3        (150)
                  Interest                           -             -             10            11            -          (21)
                                                 ------        ------        ------        ------           ---        ----
                                                     -             -            (39)            7             8          24
                                                 ------        ------        ------        ------           ---        ----
Increase in Assets during the year                 (105)         (469)          149           174            21          20

Net Assets at beginning of year                   5,646         2,082         1,718         1,519            -          327

Net Assets at end of year                        $5,541        $1,613        $1,867        $1,693           $21        $347
                                                 ======        ======        ======        ======           ===        ====

</TABLE>

<TABLE>
<CAPTION>
(Dollars in Thousands)                                                   December 31, 1993      
                                                ---------------------------------------------------------------
                                                                         FUND INFORMATION      
                                                ---------------------------------------------------------------
                                                               COMPANY        FIXED        STOCK     
                                                                STOCK       INTEREST       EQUITY          LOAN
                                                  TOTAL         FUND          FUND          FUND           FUND
                                                 ------        ------        ------        ------          ----
<S>                                             <C>           <C>           <C>           <C>             <C> 
Increase in Assets:
         Contributions:
                  Employer                         $190          $190        $   -         $   -         $   -
                  Employee                          572            -            265          307             -
                                                 ------        ------       -------        ------       ------- 
                                                    762           190           265           307            -
Investment income from
         Plan's interest in master trust            807           541           115           129            22
Decrease in Assets:
         Benefits paid to participants
                  or their beneficiaries            231           116            66            38            11    
         Administrative expenses                     -             -             -             -             -
                                                 ------        ------       -------        ------       ------- 
                                                    231           116            66            38            11
Transfers:
         Transfers between funds                     -             -            (11)           11            -
         Loans to participants                       -             -            (64)          (63)          127
         Loan repayments:
                  Principal                          -             -             57            60          (117)
                  Interest                           -             -             10            12           (22)
                                                 ------        ------       -------        ------       ------- 
                                                     -             -             (8)           20           (12)
                                                 ------        ------       -------        ------       ------- 
Increase in Assets during the year                1,338           615           306           418            (1)

Net Assets at beginning of year                   4,308         1,467         1,412         1,101           328

Net Assets at end of year                         $5,646       $2,082        $1,718        $1,519          $327
                                                  ======       ======        ======        ======       =======
</TABLE>

       The accompanying notes are an integral part of these statements.
                                       
                                      
                                      -3-
<PAGE>   7

                              CELERON CORPORATION
                              -------------------

                             EMPLOYEE SAVINGS PLAN
                             ---------------------

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------

                               DECEMBER 31, 1994
                               -----------------



SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
- ------------------------------------------

  Basis Of Accounting
  -------------------

        The accounts of the Celeron Corporation Employee Savings Plan (the
"Plan") are maintained on the accrual basis of accounting and in accordance
with the Bankers Trust Company (the "Trustee") Trust Agreement.

  Trust Assets
  ------------

        Savings plans sponsored by The Goodyear Tire & Rubber Company and
certain subsidiaries (the "Company") maintain their assets in a master trust
administered by the Trustee.  At December 31, 1994 and 1993 the Company
sponsored six savings plans.  The Plan's interest in the trust is presented in
the accompanying financial statements in accordance with the allocation made by
the Trustee.  In 1994 and 1993, the Plan's interest in the master trust was .5%
and .6%, respectively.

  Asset Valuation
  ---------------

        The assets of the Plan are valued at the current market value. 
Investments in the Company Stock Fund are valued at the last reported sales
price on the last business day of the month.  If no sales were reported on that
date, the shares are valued at the last bid price.  Investments held in the
Fixed Interest Fund are invested in various instruments that have a stated rate
of return and are reported at contract value which approximates fair market
value. Investments in the Stock Equity Fund are valued based on units of
participation in a commingled fund as reported by the fund manager. 
Investments in the Balanced Fund are valued based on units of participation in
a commingled fund as reported by the fund manager.  The allocation of assets,
interest and dividend income, and realized and unrealized appreciation and
depreciation is made based upon contributions received and benefits paid by
each participating plan on a monthly basis.

  Income Recognition
  ------------------

        Employer and employee contributions are recognized in Plan equity on
the accrual basis of accounting, which result in a receivable at year end.

        Dividend income is recorded on the ex-dividend date.

        Interest income is recorded as earned.

        Appreciation or depreciation on Company common stock distributed to
participants is the difference between the weighted average cost and the market
value on the monthly valuation date preceding the distribution.


                                      -4-
<PAGE>   8
GENERAL DESCRIPTION AND OPERATION OF THE PLAN:
- ---------------------------------------------

  Inception
  ---------

     The Plan is a defined contribution plan which became effective April 1,
1985.

  Eligibility
  -----------

     All employees, including officers, of the Celeron Corporation are eligible
to participate in the Plan after completing one year of continuous service.  At
the end of the 1994 plan year, approximately 135 employees of the Company were
eligible (147 in 1993), with approximately 120 employees participating in the
Plan (135 in 1993).

  Vesting
  -------

     Employee contributions are fully vested.  Employer matching contributions
are vested after the participant has completed either five years of continuous
service or three years of participation in the Plan.

  Contributions
  -------------

     Eligible employees can elect to contribute any whole percent from 1% to
16% of earnings including wages, bonuses, commissions, overtime and vacation
pay into the Plan.  Participating employees can elect to have their
contributions invested in the Fixed Interest Fund, the Balanced Fund, or the
Stock Equity Fund or in any combination of these three funds in multiples of
l0%. The Company calculates and deducts employee contributions from gross
earnings each pay period based on the percent elected by the employee.
Employees may change their contribution percent on the first day of each month
with a fifteen day prior notice. Employees may transfer amounts attributable to
employee contributions from one fund to the other on the first day of the month
with one day notice.  The minimum amount to be transferred is $100.  Eligible
employees may enroll in the Plan on any January 1, April 1, July 1 or October
1, with a 30 day prior notice.  Employees may suspend their contributions on
any date with a 30 day prior notice.

     The Plan has been established under section 40l(k) of the Internal Revenue
Code.  Therefore, employee and employer contributions to the Plan are not
subject to federal withholding tax, but are taxable when they are withdrawn
from the Plan.

     The Board of Directors of the Company determines the matching percent used
as the employer contribution for each Plan year.  During 1994 and 1993, the
Company matched the first 6% of employee contributions, up to $9,240 ($8,994 in
1993) of employee contributions, at the rate of 50%.

  Investments
  -----------

     The Trustee of the Plan maintains the following five funds under the Plan
(Balanced Fund added January 1, 1994):

  -  Fixed Interest Fund - employee contributions are invested in various
     instruments that have a stated rate of return.  PRIMCO Capital
     Management, Inc. is the Investment Advisor for this fund.



                                      -5-
<PAGE>   9
  -    Stock Equity Fund - employee contributions are invested in a commingled
       fund consisting of a portfolio of common stocks which provide an
       investment return similar to the Standard & Poor's Composite Index plus
       reinvested dividends.

  -    Balanced Fund - employee contributions are invested in a commingled fund
       containing a portfolio of common stocks and bonds which provide an
       investment return similar to a portfolio invested 60% in the Standard &
       Poor's Composite Index plus reinvested dividends and 40% in bonds which
       compose the Lehman Aggregate Bond Index.

  -    Loan Investment Fund - employee contributions are transferred from other
       funds into the Loan Investment Fund, and then loaned to the participant.
       The interest rate on the loan is determined by Bankers Trust Company.

  -    Company Stock Fund - employer contributions are invested in Goodyear
       common stock except for short-term investments needed for Plan
       operations.  During 1994, the price per share of Goodyear common stock
       on The New York Stock Exchange Composite Transactions ranged from
       $31.625 to $49.250 ($32.500 to $47.250 during 1993).  The closing price
       per share was $33.625 at December 31, 1994 ($45.750 at December 31,
       1993).

  Participant Accounts
  --------------------

     A Fixed Interest Fund Account, Stock Equity Fund Account, Balanced Fund
Account, Loan Investment Fund Account, and a Company Stock Fund Account have
been established for each participant in the Plan.  All accounts are valued
monthly by the Trustee.

     Interest is automatically reinvested in each participant's respective
accounts.  Price fluctuations and dividends in common stock of the Company and
companies in the Stock Equity Fund or Balanced Fund are reflected in the unit
value of the fund which effects the value of the participant's accounts.

  Plan Withdrawals and Distributions
  ----------------------------------

     Participants may withdraw vested amounts from their accounts if they:

     -  Attain the age of 59 1/2, or
     -  Qualify for a serious financial hardship.

      The Internal Revenue Service (IRS) issued guidelines governing financial
hardship.  Under the IRS guidelines, withdrawals are permitted for severe
financial hardship for the following reasons:

     -    Unreimbursed medical expense of participant, spouse, or dependent.
     -    Post-secondary education of participant, spouse, or dependent.
     -    Prevention of eviction from primary residence of participant.
     -    Personal liability for expenses arising out of the death of a member
          of participant's family.
     -    Purchase of a primary residence of participant.
     -    Prevention of foreclosure on primary residence of participant.

       Contributions to the Plan are suspended for 12 months subsequent to a
financial hardship withdrawal.

       A withdrawal from the Plan after attaining age 59 1/2 automatically
suspends the participant from making further contributions to the Plan for a
minimum of 24 months.

                                      -6-
<PAGE>   10
       Participant vested amounts are payable upon retirement, death or other
termination of employment.

       All withdrawals and distributions are valued as of the end of the month
they are processed, and are subject to federal income tax upon receipt.  Any
non-vested Company contributions are forfeited and applied to reduce future
contributions by the Company.  The Plan had no forfeiture credits in 1994 and
1993.

  Loan Investment Fund
  --------------------

       Eligible employees may borrow money from their participant accounts.
The minimum amount to be borrowed is $1,000.  The maximum amount to be borrowed
is the lesser of $50,000 or 50% of the participant's vested account balance.
The interest rate charged will be a fixed rate which will be established at the
time of the loan application.  The interest rates ranged from 7.0% to 9.5%
during 1994.

       Loan repayments, with interest, are made through payroll deductions.  If
a loan is not repaid when due, the loan balance will be treated as a taxable
distribution from the Plan.

  Expenses
  --------

       Expenses of administering the Plan, including the payment of Trustee's
fees and brokerage commissions associated with the Company Stock Fund, are paid
by the Company.  Expenses related to the asset management of the Balanced Fund
are paid by participants.

  Termination Provisions
  ----------------------

       The Company anticipates and believes that the Plan will continue without
interruption, but reserves the right to discontinue the Plan.  In the event of
termination, the obligation of the Company to make further contributions
ceases. All participants' accounts would then be fully vested with respect to
Company contributions.

RELATED PARTY TRANSACTIONS:
- --------------------------

       The Company Stock Fund is designed primarily for investment in common
stock of the Company.


TAX STATUS OF PLAN:
- ------------------

       The Internal Revenue Service (IRS) has advised on January 13, 1989 that
the Plan is qualified in accordance with the appropriate sections of the
Internal Revenue Code, and the trust established with the Plan constitutes a
qualified trust and is therefore exempt from federal income taxes.  The plan
administrator does not anticipate that changes in the plan or other events
occurring after receipt of the IRS ruling will affect the qualification of the
Plan or the tax exempt status of the trust.


SUBSEQUENT EVENT:
- ----------------

       The trust was amended effective November 1, 1995, to change the Trustee
of the Plan from Bankers Trust Company to The Northern Trust Company.  All
assets of the Plan and the master trust were transferred accordingly.


FINANCIAL DATA OF THE MASTER TRUST:
- ----------------------------------

                                      -7-
<PAGE>   11

                      THE GOODYEAR TIRE & RUBBER COMPANY
                                 MASTER TRUST
                 STATEMENT OF NET ASSETS WITH FUND INFORMATION
                 ---------------------------------------------

(Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                       December 31, 1994                                        
                                           ------------------------------------------------------------------------------------ 
                                                                                 FUND INFORMATION                               
                                                         ---------------------------------------------------------------------- 
                                                            Company        Fixed          Stock                                
                                                             Stock        Interest        Equity       Balanced       Loan 
                                               Total         Fund           Fund           Fund          Fund         Fund 
                                           ------------  ------------   ------------   ------------  ------------  ------------
<S>                                          <C>          <C>            <C>             <C>           <C>           <C> 
Assets:
  Investments at fair market value: 
    Guaranteed Investment Contracts           $570,770      $    -         $570,770       $    -       $    -         $   -
    Common Stock of The Goodyear                                                                                                
      Tire & Rubber Company, cost                                                                                               
      $189,868 -- 8,468,457 shares                                                                                              
      ($163,016 - 7,764,075 shares in 1993)    284,752       284,752           -               -            -             -
                                                                                                                                
  Pooled Common Stock, cost                                                                                                     
      $115,000 -- 139,595 units                                                                                                  
      ($86,956 - 113,275 units in 1993)        139,937          -              -           134,094         5,843          - 
                                                                                                                                
  Pooled Fixed Income                            4,175          -              -              -            4,175          -     
      $4,204 -- 2,793,749 units                                                                                                 
  Short-term investments                         8,829         1,831          4,524           -            2,474          -
  Promissory notes                              38,587          -              -              -             -           38,587 
                                           ------------  ------------   ------------   ------------  ------------  ------------
                                             1,047,050       286,583        575,294        134,094        12,492        38,587 
Receivables                                                                                                                     
  Employee Contributions                         6,022          -             5,676            142           204          -     
  Employer Contributions                         2,614         2,597             17           -             -             -     
  Transfers                                       -             -               865           (920)           55          -
  Loan repayments                                 -             -               986            297            22        (1,305) 
  Accrued interest and dividends                 3,247            14          3,171              3            13            46 
  Reimbursement for expenses                        30            30           -              -             -             -     
                                           ------------  ------------   ------------   ------------  ------------  ------------
                                                11,913         2,641         10,715           (478)          294        (1,259)
                                           ------------  ------------   ------------   ------------  ------------  ------------
      Total Assets                           1,058,963       289,224        586,009        133,616        12,786        37,328      
                                                                                                                                
Liabilities                                                                                                                     
  Payable for purchased securities               1,835         1,831           -                 4          -             -
  Administrative expenses payable                   18          -                 1           -               17          -
  Distributions payable                          2,418           606          1,381            303             6           122 
  Forfeiture credits                                10            10           -              -             -             -     
                                           ------------  ------------   ------------   ------------  ------------  ------------
      Total Liabilities                          4,281         2,447          1,382            307            23           122      
                                           ------------  ------------   ------------   ------------  ------------  ------------
                                                                                                                                
Net Assets                                  $1,054,682      $286,777       $584,627       $133,309       $12,763       $37,206
                                           ============  ============   ============   ============  ============  ============

</TABLE>

<TABLE>
<CAPTION>
                                                                    December 31, 1993                                        
                                           ----------------------------------------------------------------------
                                                                           FUND INFORMATION                
                                                         --------------------------------------------------------
                                                            Company        Fixed          Stock                  
                                                             Stock        Interest        Equity             Loan
                                               Total         Fund           Fund           Fund              Fund 
                                           ------------  ------------   ------------   ------------  ------------
<S>                                          <C>          <C>            <C>             <C>           <C>       
Assets:                                                                                                          
  Investments at fair market value:                                                                              
    Guaranteed Investment Contracts           $471,830      $    -         $471,830       $    -       $    -    
    Common Stock of The Goodyear                                                                                 
      Tire & Rubber Company, cost                                                                                
      $189,868 -- 8,468,457 shares                                                                               
      ($163,016 - 7,764,075 shares in 1993)    355,206       355,206           -               -            -    
                                                                                                                 
  Pooled Common Stock, cost                                                                                      
      $115,000 -- 139,595 units                                                                                  
      ($86,956 - 113,275 units in 1993)        111,989          -              -           111,989          -
                                                                                                                 
  Pooled Fixed Income                             -             -              -              -             -
      $4,204 -- 2,793,749 units                                                                                  
  Short-term investments                        28,661         1,138         27,523           -             -
  Promissory notes                              37,125          -              -              -           37,125 
                                           ------------  ------------   ------------   ------------  ------------
                                             1,004,811       356,344        499,353        111,989        37,125 
Receivables                                                                                                      
  Employee Contributions                         5,484          -             5,315            169          -
  Employer Contributions                         2,521         2,501             20           -             -    
  Transfers                                       -             -              -              -             -
  Loan repayments                                 -             -               927            293        (1,220) 
  Accrued interest and dividends                   133             6             33           -               94 
  Reimbursement for expenses                        19            19           -              -             -    
                                           ------------  ------------   ------------   ------------  ------------
                                                 8,157         2,526          6,295            462        (1,126)
                                           ------------  ------------   ------------   ------------  ------------
      Total Assets                           1,012,968       358,870        505,648        112,451        35,999   
                                                                                                                 
Liabilities                                                                                                      
  Payable for purchased securities                 570           570           -              -             -    
  Administrative expenses payable                 -             -              -              -             -    
  Distributions payable                          4,921         2,106          2,205            446           164 
  Forfeiture credits                                33            33           -              -             -    
                                           ------------  ------------   ------------   ------------  ------------
      Total Liabilities                          5,524         2,709          2,205            446           164   
                                           ------------  ------------   ------------   ------------  ------------
                                                                                                                 
Net Assets                                  $1,007,444      $356,161       $503,443       $112,005       $35,835 
                                           ============  ============   ============   ============  ============
</TABLE>





                                      -8-
<PAGE>   12
                       THE GOODYEAR TIRE & RUBBER COMPANY
                                  MASTER TRUST
            STATEMENT OF CHANGES IN NET ASSETS WITH FUND INFORMATION
<TABLE>
<CAPTION>
(Dollars in Thousands)
                                                      For the year ended                
                                                      December 31, 1994                 
                                   -----------------------------------------------------
                                                            FUND INFORMATION            
                                             -------------------------------------------
                                             COMPANY     FIXED     STOCK                
                                              STOCK    INTEREST   EQUITY  BALANCED LOAN 
                                    TOTAL     FUND       FUND      FUND     FUND   FUND 
<S>                                <C>        <C>       <C>      <C>      <C>     <C>   
Increase in Assets:                                                                     
  Contributions:                                                                        
    Employer                       $   30,456 $ 30,103 $   353 $    -       -    $  -  
    Employee                           97,183      -    67,570   27,244   2,369     -  
                                   ---------- -------- ------- -------- -------  ------
                                      127,639   30,103  67,923   27,244   2,369     -  
                                                                                        
Interest and dividend income           46,005    6,138  37,381        1      65   2,420
Net appreciation in fair market                                                         
  value of Assets                     (95,487) (97,232)    -      1,907    (162)    -  
                                   ---------- -------- ------- -------- -------  ------
                                      (49,482) (91,094) 37,381    1,908     (97)  2,420
                                                                                        
Decrease in Assets:                                                                     
  Benefits paid to participants                                                         
    or their beneficiaries             30,844    8,216  18,106    3,342     174   1,006
                                           65      -         1      -        64     -  
                                   ---------- -------- ------- -------- -------  ------
                                       30,909    8,216  18,107    3,342     238   1,006
                                                                                        
Transfers:                                                                              
  Transfers between Plans                 -        -        (5)       4       1     -  
  Transfers between funds                 -        -    (5,361)  (5,102) 10,463     -  
  Transfers to or from Plan                (1)    (177)      5       22     149     -  
  Loans to participants                    (9)     -   (13,605)  (3,418)   (213) 17,227
  Loan repayments:                                                                      
    Principal                             -        -    11,130    3,435     285 (14,850)
    Interest                              -        -     1,823      553      44  (2,420)
                                   ---------- -------  ------- -------- -------  ------
                                         (10)    (177)  (6,013)  (4,506) 10,729     (43)
                                                                                        
                                   ---------- -------- ------- -------- ------- -------
Increase in Assets during the year    47,238  (69,384)  81,184   21,304  12,763   1,371 
                                                                                        
Net Assets at beginning of year    1,007,444  356,161  503,443  112,005     -    35,835 
                                  ---------- -------- -------- -------- ------- ------- 
                                                                                        
Net Assets at end of year         $1,054,682 $286,777 $584,627 $133,309 $12,763 $37,206 
                                  ========== ======== ======== ======== ======= ======= 

</TABLE>

<TABLE>
<CAPTION>
                                            For the year ended
                                            December 31, 1993
                                      ----------------------------------------
                                                    FUND INFORMATION
                                              --------------------------------
                                              COMPANY    FIXED    STOCK
                                              STOCK   INTEREST  EQUITY   LOAN
                                     TOTAL    FUND      FUND     FUND    FUND
<S>                                 <C>     <C>      <C>       <C>      <C>
Increase in Assets:                
  Contributions:                   
    Employer                        $   28,655 $28,228  $   427 $    -   $   -
    Employee                            88,425     -     64,238   24,187     -
                                    ---------- ------- -------- -------- -------
                                       117,080  28,228   64,665   24,187     -
                                   
Interest and dividend income            40,752   4,366   34,092        1   2,293
Net appreciation in fair market    
  value of Assets                       95,584  86,165      -      9,419     -
                                    --------- -------- -------- -------- -------
                                      136,336   90,531   34,092    9,420   2,293
                                   
Decrease in Assets:                
  Benefits paid to participants    
    or their beneficiaries             31,391   10,501   16,862    2,818   1,210
                                          -       -         -        -       -
                                    --------- -------- -------- -------- -------
                                       31,391   10,501   16,862    2,818   1,210
                                   
Transfers:                         
  Transfers between Plans                 -        -        -        -       -
  Transfers between funds                 -        -     (1,074)   1,074     -
  Transfers to or from Plan               -        -        -        -       -
  Loans to participants                   -        -    (14,416)  (2,777) 17,193
  Loan repayments:                 
    Principal                             -        -      8,814    2,533 (11,347)
    Interest                              -        -      1,795      499  (2,294)
                                   ---------- -------- -------- -------- -------
                                          -        -     (4,881)   1,329   3,552
                                   
                                   ---------- -------- -------- -------- -------
Increase in Assets during the year    222,025  108,258   77,014   32,118   4,635
                                   
Net Assets at beginning of year       785,419  247,903  426,429   79,887  31,200
                                   ---------- -------- -------- -------- -------
                                   
Net Assets at end of year          $1,007,444 $356,161 $503,443 $112,005 $35,835
                                   ========== ======== ======== ======== =======

</TABLE>
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