<PAGE> 1
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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1995
COMMISSION FILE NUMBER: 1-1927
THE GOODYEAR TIRE & RUBBER COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
OHIO 34-0253240
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1144 EAST MARKET STREET, AKRON, OHIO 44316-0001
(Address of principal executive offices) (Zip Code)
</TABLE>
(216) 796-2121
(Registrant's telephone number, including area code)
___________________________________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------- -------
___________________________________
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.
Number of Shares of Common Stock, Without
Par Value, Outstanding at April 30, 1995: 151,580,964
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<PAGE> 2
The Goodyear Tire & Rubber Company and Subsidiaries
Consolidated Statement of Income and Retained Earnings
Unaudited
(Dollars in millions, except per share)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1995 1994
------ ------
<S> <C> <C>
Net Sales $3,243.3 $2,909.6
Cost of Goods Sold 2,487.4 2,195.4
Selling, Administrative and General Expense 483.5 470.4
Interest Expense 32.0 33.2
Other (Income) and Expense 2.9 (10.2)
Foreign Currency Exchange 24.9 31.0
Minority Interest in Net Income of Subsidiaries 7.5 4.2
------ ------
Income before Income Taxes 205.1 185.6
United States and Foreign Taxes on Income 71.8 69.6
------ ------
Net Income 133.3 116.0
Retained Earnings at Beginning of Period 2,194.5 1,740.9
------ ------
2,327.8 1,856.9
Cash Dividends on Common Stock 30.3 22.6
------ ------
Retained Earnings at End of Period $2,297.5 $1,834.3
====== ======
Per Share of Common Stock $0.88 $0.77
====== ======
Dividends Per Share $0.20 $0.15
Average Shares Outstanding 151,465,262 150,953,504
</TABLE>
The accompanying notes are an integral part of this financial statement.
1.
<PAGE> 3
The Goodyear Tire & Rubber Company and Subsidiaries
Consolidated Balance Sheet
Unaudited
(Dollars in millions)
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
------ --------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $302.2 $250.9
Accounts and notes receivable, less
allowance 1995-$58.1, 1994- $54.0 1,886.2 1,524.7
Inventories
Raw materials 314.9 269.9
Work in process 83.2 69.8
Finished product 1,227.6 1,085.4
------ ------
1,625.7 1,425.1
Prepaid expenses 482.1 422.0
------ ------
TOTAL CURRENT ASSETS 4,296.2 3,622.7
OTHER ASSETS:
Investments in affiliates, at equity 130.6 133.4
Long term accounts and notes receivable 251.1 208.5
Deferred charges and other miscellaneous assets 733.9 775.9
------ ------
1,115.6 1,117.8
PROPERTIES AND PLANTS, less accumulated depreciation
1995-$4,642.4, 1994- $4,486.3 4,413.8 4,382.8
------ ------
$9,825.6 $9,123.3
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable- trade $1,035.7 $1,013.9
Compensation and benefits 737.8 745.2
Other current liabilities 286.3 259.8
United States and foreign taxes 334.8 326.2
Notes payable to banks and overdrafts 441.6 213.0
Long term debt due within one year 84.8 13.9
------ ------
TOTAL CURRENT LIABILITIES 2,921.0 2,572.0
LONG TERM DEBT AND CAPITAL LEASES 1,290.3 1,108.7
COMPENSATION AND BENEFITS 2,186.5 2,173.4
OTHER LONG TERM LIABILITIES 359.6 322.1
MINORITY EQUITY IN SUBSIDIARIES 149.7 143.9
SHAREHOLDERS' EQUITY:
Preferred stock, no par value:
Authorized 50,000,000 shares, unissued - -
Common stock, no par value:
Authorized 300,000,000 shares
Outstanding shares 151,533,606 (151,407,285 in 1994)
after deducting 44,144,908 treasury
shares (44,271,227 in 1994) 151.5 151.4
Capital surplus 922.4 918.5
Retained earnings 2,297.5 2,194.5
-------- --------
3,371.4 3,264.4
Foreign currency translation adjustment (413.7) (421.7)
Minimum pension liability adjustment (39.2) (39.5)
-------- --------
TOTAL SHAREHOLDERS' EQUITY 2,918.5 2,803.2
-------- --------
$9,825.6 $9,123.3
======== ========
</TABLE>
The accompanying notes are an integral part of this financial statement.
2.
<PAGE> 4
THE GOODYEAR TIRE & RUBBER COMPANY & SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
Unaudited
<TABLE>
<CAPTION>
(Dollars in millions) Three Months Ended
March 31,
1995 1994
---- ----
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 133.3 $ 116.0
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation 105.2 98.7
Accounts and notes receivable (320.8) (274.6)
Inventories (173.6) (66.0)
Accounts payable-trade 5.5 9.1
Domestic pension funding (58.0) -
Other assets and liabilities 61.9 61.0
------ ------
Total adjustments (379.8) (171.8)
------ ------
Net cash used in operating activities (246.5) (55.8)
Cash Flows from Investing Activities:
Capital expenditures (101.4) (91.0)
Short term securities acquired (9.3) (50.7)
Short term securities redeemed 17.4 37.8
Other transactions (1.1) (3.9)
------ ------
Net cash used in investing activities (94.4) (107.8)
Cash Flows from Financing Activities:
Short term debt incurred 447.6 376.1
Short term debt paid (93.9) (141.4)
Long term debt incurred 84.0 4.2
Long term debt and capital leases paid (14.7) (53.9)
Common stock issued 4.0 19.3
Dividends paid (30.3) (22.6)
------ ------
Net cash provided by financing activities 396.7 181.7
Effect of Exchange Rate Changes on Cash and Cash Equivalents (4.5) (2.0)
------ ------
Net Increase in Cash and Cash Equivalents 51.3 16.1
Cash and Cash Equivalents at Beginning of the Period 250.9 188.5
------ ------
Cash and Cash Equivalents at End of the Period $ 302.2 $ 204.6
====== ======
</TABLE>
The accompanying notes are an integral part of this financial statement.
3.
<PAGE> 5
THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ADJUSTMENTS
All adjustments, consisting of normal recurring adjustments, necessary for a
fair statement of the results of these unaudited interim periods have been
included.
PER SHARE OF COMMON STOCK
Per share amounts have been computed based on the average number of common
shares outstanding.
4.
<PAGE> 6
The Goodyear Tire & Rubber Company and Subsidiaries
Segment Information
Unaudited
<TABLE>
<CAPTION>
(Dollars in millions) Three Months Ended
March 31,
1995 1994
------ ------
<S> <C> <C>
INDUSTRY SEGMENTS
Sales to Unaffiliated Customers
Tires $2,493.1 $2,226.0
Related products and services 245.9 259.8
------ ------
Tires 2,739.0 2,485.8
General products 473.7 410.3
Oil transportation 30.6 13.5
------ ------
Net Sales $3,243.3 $2,909.6
====== ======
Income
Tires $246.7 $235.9
General products 42.8 42.6
Oil transportation 7.9 (4.8)
------ ------
Operating income 297.4 273.7
Exclusions from operating income (92.3) (88.1)
------ ------
Income before income taxes $205.1 $185.6
====== ======
GEOGRAPHIC SEGMENTS
Sales to Unaffiliated Customers
United States $1,810.0 $1,735.1
Europe 672.9 513.5
Latin America 407.0 358.4
Asia 181.3 156.0
Canada 172.1 146.6
------ ------
$3,243.3 $2,909.6
====== ======
Operating income
United States $122.5 $134.4
Europe 68.2 49.8
Latin America 77.1 70.7
Asia 23.4 15.3
Canada 6.2 3.5
------ ------
$297.4 $273.7
====== ======
</TABLE>
5.
<PAGE> 7
Management's Discussion and Analysis
of Financial Condition and Results of Operations
RESULTS OF OPERATIONS
CONSOLIDATED
Sales for the first quarter of 1995 were $3.24 billion, increasing 11.5
percent from sales of $2.91 billion in the first quarter of 1994. Net income
was $133.3 million or $.88 per share in the first quarter of 1995, increasing
14.9 percent from net income of $116.0 million or $.77 per share in the first
quarter of 1994.
The Company's tire unit sales increased 2.6 percent from 1994's first
quarter, due to increased volume in the international original equipment and
replacement markets. Tire revenue growth exceeded tire unit growth, due
primarily to higher average selling prices resulting from both worldwide
pricing improvements and the favorable effect of the strengthening of various
European currencies versus the U.S. dollar.
Cost of goods sold increased as a percent of sales compared to 1994's
first quarter due primarily to higher raw material and labor costs. Raw
material costs are expected to continue to increase in 1995 and remain higher
than in 1994. Manufacturing costs were favorably impacted by productivity
improvements, efficiencies resulting from continued high levels of capacity
utilization and the effects of ongoing cost containment measures.
Selling, administrative and general expenses decreased as a percent of
sales, reflecting higher revenues, efficiencies achieved through increased unit
sales volume and the effects of ongoing cost containment measures. Net income
also benefited from a lower effective tax rate. Other income and expense was
adversely impacted by lower interest income on time deposits, but related
foreign currency exchange expense was also lower, both of which were due in
part to the effects the Brazilian economic plan.
Effective July 1, 1994, the Brazilian government implemented a new
economic plan (the Real plan) designed to reduce inflation. The Real plan did
not adversely affect net income in Brazil or unit sales in either Brazil or its
export markets. However, while sales increased, segment operating income in
Brazil decreased due to lower interest income on time deposits resulting in
part from the effects of the Real plan. Operations in Brazil accounted for
approximately 6 percent of consolidated sales and 13 percent of consolidated
operating income in the 1995 period, compared to approximately 5 percent and 16
percent, respectively, in the 1994 period. Due to the potential volatility of
Brazil's economy, it is uncertain if this level of contribution will continue
in future periods.
6.
<PAGE> 8
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 121 (SFAS 121), "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS 121
establishes accounting standards for the impairment of long-lived assets,
certain intangibles, and related goodwill, and is effective for fiscal years
beginning after December 15, 1995. The adoption of SFAS 121 is not expected to
have a material effect on the Company's results of operations or financial
position.
INDUSTRY SEGMENTS
Segment operating income of $297.4 million increased 8.7 percent from
$273.7 million in the 1994 period. Segment operating margin was 9.2 percent in
the 1995 period compared to 9.4 percent in the 1994 period.
Tires
Sales of $2.74 billion increased 10.2 percent from $2.49 billion in the
1994 period. Operating income of $246.7 million increased 4.6 percent from
$235.9 million in the 1994 period.
Sales increased due primarily to higher average selling prices, resulting
from both worldwide pricing improvements and the favorable affect of the
strengthening of various European currencies versus the U.S. dollar. Sales
also increased due to higher unit sales volume resulting from increased demand
for the Company's products in the international original equipment and
replacement markets.
The following table presents changes in tire unit sales:
Increase in Company Tire Unit Sales--First Quarter
<TABLE>
<CAPTION>
1995 vs.1994
------------
<S> <C>
U.S. (5.0) %
International 13.0 %
Worldwide 2.6 %
</TABLE>
Unit sales in the U.S. decreased primarily in the replacement market.
Although unit sales were also lower in the U.S. original equipment market,
original equipment volume in North America (U.S. and Canada) was higher. The
Company expects demand in the original equipment market in North America during
1995 to be approximately the same as during 1994. International (including
Canada) unit sales increased in both the original equipment and replacement
markets.
Operating income increased due to pricing improvements, increased
international unit volume, productivity improvements,
7.
<PAGE> 9
efficiencies resulting from continued high levels of capacity utilization and
the effects of ongoing cost containment measures. Operating income was
adversely impacted by higher raw material and labor costs and lower interest
income in Brazil.
Tire segment operating income in Brazil decreased due to lower interest
income. Operations in Brazil accounted for approximately 6 percent of tire
segment sales and 12 percent of tire segment operating income in the first
quarter of 1995, compared to approximately 5 percent and 14 percent,
respectively, in the first quarter of 1994.
General Products
Sales of $473.7 million increased 15.5 percent from $410.3 million in the
1994 period. Operating income of $42.8 million increased slightly from $42.6
million in the 1994 period.
Sales in engineered products increased due primarily to higher volume, but
operating income was lower as a result of higher raw material and labor costs.
Sales and operating income in chemical products increased due primarily to
improved volume and pricing, although operating income was adversely affected
by higher raw material costs.
General products segment operating income in Brazil decreased due to lower
interest income. Operations in Brazil accounted for approximately 7 percent of
general products segment sales and 20 percent of general products operating
income in the first quarter of 1995, compared to approximately 6 percent and 25
percent, respectively, in the first quarter of 1994.
Oil Transportation
Sales of $30.6 million increased from $13.5 million in the 1994 period.
Operating income was $7.9 million, compared to an operating loss of $4.8
million in the 1994 period. The improvement was due primarily to increased
throughput in the All American Pipeline System, higher average tariff revenues
and the effects of ongoing cost containment measures. Operating income in the
1995 period included a charge of $5.0 million for the writedown of surplus
construction pipe, material and equipment.
The Company anticipates that quarterly revenue in the oil transportation
segment for the remainder of 1995 will be at substantially the same level as
the first quarter and annual revenue in 1996 will be substantially the same as
in 1995.
8.
<PAGE> 10
GEOGRAPHIC SEGMENTS
U.S. Operations
Sales of $1.81 billion increased 4.3 percent from $1.74 billion in the
1994 period. Operating income of $122.5 million decreased 8.9 percent from
$134.4 million in the 1994 period.
Sales were higher due to increased volume in engineered and chemical
products, pricing improvements, and higher throughput and average tariff
revenues in the All American Pipeline System.
Operating income decreased due primarily to increased raw material and
labor costs and lower tire unit sales. Operating income was favorably affected
by improved results in oil transportation activities, pricing improvements,
productivity improvements, efficiencies resulting from continued high levels of
capacity utilization and the effects of ongoing cost containment measures.
International Operations
Sales of $1.43 billion increased 22.0 percent from $1.17 billion in the
1994 period. Operating income of $174.9 million increased 25.6 percent from
$139.3 million in the 1994 period.
In Europe, sales and operating income increased due primarily to improved
tire unit sales volume and mix. Sales revenue also reflects the favorable
impact of currency translations. Operating income benefited from improved
productivity, although manufacturing costs, primarily for raw materials, were
higher.
In Latin America, sales increased, especially in Brazil, and operating
income was higher due primarily to improved tire unit sales volume and
productivity improvements. Operating income was adversely affected by
increased raw material costs, adverse economic conditions in Mexico and lower
interest income in Brazil.
In Asia, sales and operating income increased due primarily to improved
results in natural rubber operations, higher tire unit sales volume and pricing
and productivity improvements. Operating income was adversely affected by
increased raw material costs.
In Canada, sales and operating income increased due primarily to higher
tire unit sales volume and lower selling, administrative and general expenses,
although raw material costs were higher.
9.
<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $246.5 million during the first
three months of 1995, as reported on the Consolidated Statement of Cash Flows.
Working capital requirements increased for accounts receivable, reflecting
higher selling prices and increased unit sales, and inventories, reflecting
higher raw material costs and increased inventory quantities. Cash was also
used for pension funding.
Net cash used in investing activities was $94.4 million during the first
three months of 1995. Capital expenditures of $101.4 million were the primary
use of cash for investing activities. Capital expenditures were primarily for
plant modernizations and expansions and new tire molds and are expected to
total approximately $650 million in 1995.
Net cash provided by financing activities was $396.7 million during the
first three months of 1995. Additional debt was incurred in the period to
support the previously mentioned increased working capital requirements,
pension funding and capital expenditures. Consolidated debt at March 31, 1995
was $1,816.7 million, an increase of $481.1 million from December 31, 1994.
Consolidated debt represents 38.4 percent of total debt plus shareholders'
equity, compared to 32.3 percent at December 31, 1994.
In order to reduce the impact of changes in variable interest rates on
consolidated results of operations and future cash outflows for interest, the
Company has entered into various interest rate contracts. At March 31, 1995
interest rate swap contracts totaling $445 million in notional principal amount
were in place whereunder the Company pays a fixed amount and receives a
variable amount equivalent to LIBOR. The interest rate contracts fix the
effective interest cost of floating rate debt and, at March 31, 1995, had an
average life to maturity of 1.4 years, a weighted average stated fixed rate of
8.95 percent and would cost an estimated $11.9 million to sell or unwind.
During the first quarter of 1995, the Company paid under these contracts a
weighted average fixed rate of 8.95 percent and received various LIBOR rates
equivalent to a weighted average of 6.43 percent. The Company was also party
to an interest rate contract of $50 million in notional principal amount at
March 31, 1995 whereunder the Company pays a variable rate based on LIBOR and
receives a fixed rate. At March 31, 1995 this contract had a life to maturity
of 3.0 years, a stated fixed rate of 6.69 percent and would cost an estimated
$.4 million to sell or unwind. During the first quarter of 1995, the Company
paid under this contract a variable rate averaging 5.61 percent and received a
fixed rate of 6.69 percent. At March 31, 1995, the interest rate on
approximately 60 percent of the Company's debt was fixed by either the nature
of the obligation or through the interest rate contracts, compared to 73
percent at
10.
<PAGE> 12
December 31, 1994.
Substantial short term and long term credit sources are available to the
Company globally under normal commercial practices. At March 31, 1995 the
Company had short term credit lines and overdraft arrangements totaling $1.6
billion, of which $479.8 million were unused. The Company also had available
long term credit sources at March 31, 1995 totaling $1.9 billion, of which $1.2
billion were unused.
Funds generated by operations, together with funds available under
existing credit arrangements, are expected to be sufficient to meet currently
anticipated funding requirements.
11.
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the Annual Report of The Goodyear Tire & Rubber
Company (the "Registrant") on Form 10-K for the year ended December 31, 1994
(the "Annual Report"), wherein at Item 3, pages 14, 15 and 16, Registrant
reported certain legal proceedings.
Registrant reports the following developments in respect of one of the
legal proceedings described at Item 3 of the Annual Report:
As reported at paragraph (C) of Item 3, at page 15, of the Annual
Report, Registrant is a defendant in a civil action, Eastman Kodak Company, et
al. v Goodyear and Shell Oil Company, in the United States District Court for
the Eastern District of Tennessee, Northeastern Division, whereunder plaintiffs
allege infringement of a patent (which expired in December of 1994) in respect
of certain processes used in the manufacture of polyester resin at the Pt
Pleasant, West Virginia polyester resin facility owned and operated by
Registrant until sold to Shell Oil Company on December 18, 1992. The Court
ruled that the patent did not cover the processes used in eight of the plant's
production lines. However, on April 28, the jury rendered a judgment of
$12,000,000, plus interest at the rate of 6.28% and court costs, against
Registrant and Shell Oil Company, having decided that Registrant and Shell had
infringed the patent in the operation of two production lines, but that such
infringement was not willful. Registrant will appeal the judgment that it
infringed the patent, as well as the measure of damages imposed.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of The Goodyear Tire & Rubber
Company (the "Registrant") was held on April 10, 1995 (the "Annual Meeting").
Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (the "Act"), there was no
solicitation in opposition to the four nominees of the Board of Directors
listed in the Proxy Statement of Registrant, dated February 27, 1995, for the
Annual Meeting (the "Proxy Statement"), filed with the Securities and Exchange
Commission pursuant to Regulation 14A under the Act, and each of the four
nominees of the Board of Directors was elected at the Annual Meeting to a three
year term. The four directors elected at the Annual Meeting were: (1) John G
Breen, (2) William E Butler, (3) Stanley C Gault, and (4) George H Schofield.
The seven directors whose terms of office as directors continued after the
meeting were: (A) Gertrude G Michelson, Charles W Parry, William C Turner, and
Hoyt M Wells, whose terms expire in 1996, and (B) Thomas H Cruikshank, Steven A
Minter and Agnar Pytte, whose terms expire in 1997. Mr Wells retired from the
Board of Directors effective April 14, 1995.
- 12 -
<PAGE> 14
The following matters were acted upon by the shareholders of
Registrant at the Annual Meeting, at which 133,094,533 shares of the Common
Stock, without par value, of Registrant (the "Common Stock", the only class of
voting securities of Registrant outstanding), or approximately 87.85 percent of
the 151,498,048 shares of Common Stock outstanding and entitled to vote at the
Annual Meeting, were present in person or by proxies:
1. ELECTION OF DIRECTORS. Four persons were nominated by the Board
of Directors of Registrant for election as directors of Registrant, each to
hold office for a three year term expiring at the 1998 Annual Meeting of
Shareholders and until his successor shall have been duly elected and
qualified. Each nominee was an incumbent director. No other person was
nominated. Each nominee was elected. The votes cast for, or withheld or
abstained with respect to, each nominee are as follows:
<TABLE>
<CAPTION>
SHARES WITHHELD OR
NAME OF DIRECTOR SHARES VOTED FOR ABSTAINED
<S> <C> <C>
John G Breen 126,694,683 6,399,850
William E Butler 132,033,301 1,061,232
Stanley C Gault 132,016,168 1,078,365
George H Schofield 132,064,326 1,030,207
</TABLE>
(2) RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS. A
resolution proposed by the Board of Directors of Registrant that the
shareholders ratify the action of the Board of Directors in selecting and
appointing Price Waterhouse as independent accountants for Registrant for the
year ending December 31, 1995 was submitted to, and voted upon by, the
shareholders of Registrant. There were 132,330,210 votes cast in favor of, and
335,193 votes cast against, said resolution. The holders of 429,130 shares
abstained. There were no "broker nonvotes". Accordingly, the resolution
received the affirmative vote of the holders of a majority of the shares of
Common Stock outstanding and entitled to vote at the Annual Meeting and,
therefore, said resolution was adopted and the appointment of Price Waterhouse
as the independent accountants for Registrant for 1995 was ratified by the
shareholders. The resolution and related information are set forth under the
caption "Ratification of Appointment of Independent Accountants" at page 7 of
the Proxy Statement.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) A list of the exhibits required to be filed as a part of this
Quarterly Report on Form 10-Q is set forth at the Index of Exhibits at page
E-1, which is by specific reference incorporated into and made a part of this
Quarterly Report on Form 10-Q.
(b) No current report on Form 8-K was filed by Registrant during the
quarter ended March 31, 1995.
- 13 -
<PAGE> 15
S I G N A T U R E S
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.
<TABLE>
<S> <C>
THE GOODYEAR TIRE & RUBBER COMPANY
(Registrant)
Date: May 11, 1995 By /s/ George E Strickler
----------------------------------
George E Strickler,
Vice President and Comptroller
</TABLE>
(Signing on behalf of Registrant as a duly
authorized officer of Registrant and as the
Principal Accounting Officer of Registrant.)
- 14 -
<PAGE> 16
THE GOODYEAR TIRE & RUBBER COMPANY
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1995
<TABLE>
<S> <C> <C>
INDEX OF EXHIBITS (1)
EXHIBIT EXHIBIT
- ------------- -------------
Table
Item
No. (2) No. Description of Exhibit Letter Page
- ------- ---- ----------------------------------------------- ------ ----
4 INSTRUMENTS DEFINING
THE RIGHTS OF SECURITY HOLDERS,
INCLUDING INDENTURES
------------------------------------------------
4.1 Certificate of Amended Articles of
Incorporation of Registrant, dated
December 20, 1954, and Certificate of
Amendment to Amended Articles of
Incorporation of Registrant, dated April 6,
1993 (two documents comprising Registrant's
Articles of Incorporation as amended
through May 10, 1995) (incorporated by reference,
filed as Exhibit A to Registrant's Quarterly
Report on Form 10-Q for the quarter ended
March 31, 1993, File No. 1-1927).
4.2 Code of Regulations of The Goodyear
Tire & Rubber Company, adopted November 22,
1955, and amended April 5, 1965, April
7, 1980, April 6, 1981 and April 13, 1987
(incorporated by reference, filed as
Exhibit 4.1(B) to Registrant's Registration
Statement on Form S-3, File No. 33-43144).
4.3 Conformed Copy of Rights Agreement,
as of July 2, 1986, between Registrant and
Manufacturers Hanover Trust Company, Rights
Agent (incorporated by reference, filed as
Exhibit 4(a) to Registrant's Current Report
on Form 8-K, dated July
<FN>
__________
(2) Pursuant to Item 601 of Regulation S-K.
</TABLE>
E-1
<PAGE> 17
<TABLE>
<S> <C> <C>
EXHIBIT EXHIBIT
- ------------- -------------
Table
Item
No. (2) No. Description of Exhibit Letter Page
- ------- ---- ---------------------------------------- ------ ----
2, 1986, and as Exhibit 2(a) to
Registrant's Registration Statement on
Form 8-A, dated July 3, 1986, File No.
1-1927) and a copy of the Appointment
of Successor Rights Agent, dated March
21, 1990, whereunder Registrant appointed
First Chicago Trust Company of New York
as the Successor Rights Agent under the
Rights Agreement (incorporated by reference,
filed as Exhibit 4.3 to Registrant's
Registration Statement on Form S-3,
File No. 33-43144).
4.4 Conformed Copy of Amendment to Rights
Agreement dated as of April 6, 1993
between Registrant and First Chicago Trust
Company of New York (incorporated by
reference, filed as Exhibit B to
Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31,
1993, File No. 1-1927).
4.5 Specimen nondenominational Certificate
for shares of the Common Stock, Without
Par Value, of Registrant; one certificate,
First Chicago Trust Company of New York as
transfer agent and registrar (incorporated
by reference, filed as Exhibit C to
Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1993,
File No. 1-1927).
4.6 Conformed copy of Revolving Credit Facility
Agreement, dated as of July 15, 1994, among
Registrant, the Lenders named therein and
Chemical Bank, as Agent (incorporated by
reference, filed as Exhibit A to Registrant's
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1994, File No. 1-1927).
<FN>
__________
(2) Pursuant to Item 601 of Regulation S-K.
</TABLE>
E-2
<PAGE> 18
<TABLE>
<S> <C> <C>
EXHIBIT EXHIBIT
- ------------- -------------
Table
Item
No. (2) No. Description of Exhibit Letter Page
- ------- ---- -------------------------------------------- ------ ----
No other instrument defining the rights
of holders of long-term debt which relates
to securities having an aggregate principal
amount in excess of 10% of the consolidated
assets of Registrant and its subsidiaries
was entered into during the quarter ended
March 31, 1995. In accordance with paragraph
(iii) to Part 4 of Item 601 of Regulation
S-K, agreements and instruments, if any,
defining the rights of holders of long term
debt entered into during the quarter ended
March 31, 1995 which relate to securities
having an aggregate principal amount less
than 10% of the consolidated assets of
Registrant and its Subsidiaries are not
filed herewith. The Registrant hereby agrees
to furnish a copy of any such agreements or
instruments to the Securities and Exchange
Commission upon request.
11 STATEMENT RE COMPUTATION OF
PER SHARE EARNINGS
--------------------------------------------
Statement setting forth the computation of A X-A-1
per share earnings.
27 FINANCIAL DATA SCHEDULE B X-B-1
-----------------------
28 ADDITIONAL EXHIBITS
-------------------
28.1 Registrant's definitive Proxy Statement,
dated February 27, 1995 (incorporated by
reference, filed with the Securities and
Exchange Commission, File No. 1-1927).
<FN>
__________
(2) Pursuant to Item 601 of Regulation S-K.
</TABLE>
E-3
<PAGE> 1
EXHIBIT A
THE GOODYEAR TIRE & RUBBER COMPANY
AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
Set forth below are computations, on a primary basis and on a fully
diluted basis in accordance with subparagraph (b) (11) of Item 601 of
Regulation S-K of the Securities and Exchange Commission, of earnings
per share of the Common Stock, without par value, of Registrant.
<TABLE>
<CAPTION>
(Dollars in millions, except per share) Three Months Ended
March 31,
1995 1994
--------- ---------
<S> <C> <C>
Primary
Net Income $133.3 $116.0
Average number of shares outstanding 152,686,846 153,560,271
Primary earnings per share $0.88 $0.76
Fully Diluted
Net Income $133.3 $116.0
Average number of shares outstanding 152,759,788 153,561,475
Fully diluted earnings per share $0.87 $0.76
</TABLE>
The foregoing computations do not reflect any significant potentially
dilutive effect Registrant's Preferred Stock Purchase Rights Plan
could have in the event such Rights become exercisable and any shares
of either Series A Preferred Stock or Common Stock of Registrant are
issued upon the exercise of such Rights. Reference is made to to the
Note captioned "Preferred Stock Purchase Rights Plan" in the Notes to
Financial Statements set forth in Item 8 of the Registrant's Annual
Report on form 10-K for the year ended December 31, 1994 at page 49.
X - A - 1
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Income and Retained Earnings and the Consolidated
Balance Sheet and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1000000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 302
<SECURITIES> 0
<RECEIVABLES> 1944
<ALLOWANCES> 58
<INVENTORY> 1626
<CURRENT-ASSETS> 4296
<PP&E> 9056
<DEPRECIATION> 4642
<TOTAL-ASSETS> 9826
<CURRENT-LIABILITIES> 2921
<BONDS> 1290
<COMMON> 152
0
0
<OTHER-SE> 2767
<TOTAL-LIABILITY-AND-EQUITY> 9826
<SALES> 3243
<TOTAL-REVENUES> 3243
<CGS> 2487
<TOTAL-COSTS> 2487
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 32
<INCOME-PRETAX> 205
<INCOME-TAX> 72
<INCOME-CONTINUING> 133
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 133
<EPS-PRIMARY> 0.88
<EPS-DILUTED> 0
<FN>
<F1>
This schedule shall not be deemed file for purposes of Section 11 of the
Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934.
</FN>
</TABLE>
