<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, 1995
Commission File Number: 1-1927
------------------
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
(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
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
ITEM 1. Not applicable.
ITEM 2. Not applicable.
ITEM 3. Not applicable.
ITEM 4. FINANCIAL STATEMENTS OF THE PLAN
The Financial Statements of The Goodyear Tire & Rubber Company Employee
Savings Plan for Salaried Employees for the fiscal year ended December 31, 1995,
together with the report of Price Waterhouse LLP, 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 the Employee Retirement
Income Security Act of 1974.
EXHIBIT. CONSENT OF INDEPENDENT ACCOUNTANTS (EXHIBIT NO. 23)
Consent of Price Waterhouse LLP, independent accountants, to
incorporation by reference of their report set forth at page 2 of Annex A to
this Form 11-K in Registration Statement No. 33-65187 on Form S-8.
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,
PLAN ADMINISTRATOR OF THE GOODYEAR
TIRE & RUBBER COMPANY EMPLOYEE
SAVINGS PLAN FOR SALARIED EMPLOYEES
Dated: June 25, 1996 By: /s/ Richard W Hauman
----------------------------------
Richard W Hauman,
Vice President and Treasurer
1
<PAGE> 3
ANNEX A
TO
Form 11-K
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
* * * * *
FINANCIAL STATEMENTS
DECEMBER 31, 1995
<PAGE> 4
THE GOODYEAR TIRE & RUBBER COMPANY
----------------------------------
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
--------------------------------------------
INDEX TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1995
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of independent accountants 2
Financial statements:
Statement of net assets available for Plan benefits
at December 31, 1995 and 1994 3
Statement of changes in net assets available for
Plan benefits for the years ended December 31,
1995 and 1994 3
Notes to financial statements 4-11
</TABLE>
<PAGE> 5
[PRICE WATERHOUSE LLP LETTRHEAD]
Price Waterhouse LLP [LOGO]
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
June 18, 1996
To the Plan Administrator and Participants
of the Employee Savings Plan for Salaried
Employees (sponsored by The Goodyear Tire
& Rubber Company)
In our opinion, the accompanying statement of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
benefits of the Employee Savings Plan for Salaried Employees (sponsored by The
Goodyear Tire & Rubber Company) at December 31, 1995 and 1994, 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.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Fund Information in the statement of
net assets available for plan benefits and the statement of changes in net
assets available for plan benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The Fund
Information has been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
By: /s/ Price Waterhouse LLP
-------------------------
2
<PAGE> 6
<TABLE>
<CAPTION>
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
(Dollars in Thousands) December 31, 1995
-------------------------------------------------------------------
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 $940,984 $ 306,428 $ 458,353 $ 138,903 $ 13,127 $ 24,173
======== ========= ========== ========= ======== ========
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
December 31, 1995
-------------------------------------------------------------------
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 $20,941 $ 20,941 $ - $ - $ - $ -
Employee 59,438 - 41,688 15,972 1,778 -
-------- --------- --------- --------- -------- --------
80,379 20,941 41,688 15,972 1,778 -
Investment income from
Plan's interest in master trust 151,564 82,347 29,818 35,732 2,426 1,241
Decrease in Assets:
Benefits paid to participants
or their beneficiaries 42,117 11,866 24,560 4,327 601 763
Administrative Expenses 50 - - - 50 -
--------- --------- --------- --------- -------- --------
42,167 11,866 24,560 4,327 651 763
Transfers:
Transfers between Plans (554) (308) (192) (39) (4) (11)
Transfers between funds - - (1,589) 2,015 (426) -
Transfers to or from Plan - - 258 (127) (131) -
Loans to participants - - (10,165) (2,582) (200) 12,947
Loan repayments:
Principal - - 8,341 2,674 258 (11,273)
Interest - - 1,047 306 31 (1,384)
--------- --------- --------- --------- -------- --------
(554) (308) (2,300) 2,247 (472) 279
--------- --------- --------- --------- -------- --------
Increase in Assets during the year 189,222 91,114 44,646 49,624 3,081 757
Net Assets at beginning of year 751,762 215,314 413,707 89,279 10,046 23,416
--------- --------- --------- --------- -------- --------
Net Assets at end of year $ 940,984 $ 306,428 $ 458,353 $ 138,903 $ 13,127 $ 24,173
========= ========= ========= ========= ======== ========
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 $ 751,762 $ 215,314 $ 413,707 $ 89,279 $ 10,046 $ 23,416
========= ========= ========= ========= ======== ========
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
December 31, 1995
----------------------------------------------------------------------
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 $ 20,683 $ 20,683 $ - $ - $ - $ -
Employee 58,599 - 40,915 16,089 1,595 -
--------- --------- --------- -------- -------- --------
79,282 20,683 40,915 16,089 1,595 -
Investment income from
Plan's interest in master trust (39,546) (69,114) 26,776 1,283 (84) 1,593
Decrease in Assets:
Benefits paid to participants
or their beneficiaries 25,301 6,960 14,545 2,806 164 826
Administrative Expenses 52 - 1 - 51 -
--------- --------- --------- -------- -------- --------
25,353 6,960 14,546 2,806 215 826
Transfers:
Transfers between Plans 414 115 181 106 - 12
Transfers between funds - - (5,893) (2,634) 8,527 -
Transfers to or from Plan (14) (177) 18 14 131 -
Loans to participants (9) - (8,391) (1,904) (152) 10,438
Loan repayments:
Principal - - 7,426 2,294 213 (9,933)
Interest - - 1,201 362 31 (1,594)
--------- --------- --------- -------- -------- --------
391 (62) (5,458) (1,762) 8,750 (1,077)
--------- --------- --------- -------- -------- --------
Increase in Assets during the year 14,774 (55,453) 47,687 12,804 10,046 (310)
Net Assets at beginning of year 736,988 270,767 366,020 76,475 - 23,726
--------- --------- --------- -------- -------- --------
Net Assets at end of year $ 751,762 $ 215,314 $ 413,707 $ 89,279 $ 10,046 $ 23,416
========= ========= ========= ======== ======== ========
The accompanying notes are an integral part of these statements.
</TABLE>
3
<PAGE> 7
THE GOODYEAR TIRE & RUBBER COMPANY
----------------------------------
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
--------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1995
-----------------
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
- -------------------------------------------
Basis of Accounting
-------------------
The accounts of The Goodyear Tire & Rubber Company Employee Savings Plan
for Salaried Employees (the "Plan") are maintained on the accrual basis of
accounting and in accordance with The Northern Trust Company (the "Trustee")
Trust Agreement, effective as of November 1, 1995. 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 in the master
trust were transferred accordingly.
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, 1995 and 1994, 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 1995 and 1994, the Plan's interest in the master trust was 68.9%
and 71.3%, 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.
4
<PAGE> 8
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.
GENERAL DESCRIPTION AND OPERATION OF THE PLAN:
- ---------------------------------------------
Inception
---------
The Plan is a defined contribution plan which became effective July 1,
1984.
Eligibility
-----------
All salaried employees, including officers, of the Company are eligible
to participate in the Plan after completing one year of continuous service. At
the end of the 1995 plan year, approximately 20,745 employees (20,725 in 1994)
of the Company were eligible with approximately 16,674 (16,725 in 1994)
employees participating in the Plan.
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 10%. 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
5
<PAGE> 9
other on the first day of each month with a fifteen day prior 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 401(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 1995 and 1994, the
Company matched the first 6% of employee contributions, up to $9,240 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.
- 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.
- 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 the Trustee.
- 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.
- Company Stock Fund - employer contributions are invested in
Goodyear common stock except for short-term investments needed
for Plan operations. During 1995, the price per share of
Goodyear common stock on The New York Stock Exchange Composite
Transactions ranged from $33.000 to $47.500 ($31.625 to $49.250
during 1994). The closing price per share was $45.375 at
December 31, 1995 ($33.625 at December 31, 1994).
6
<PAGE> 10
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.
Participant vested amounts are payable upon retirement, death or other
termination of employment.
7
<PAGE> 11
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. During 1995 and 1994, the Plan had forfeiture
credits in the amounts of $341,320 and $1,276, respectively.
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 reduced by the highest outstanding balance of any loan
during the preceeding twelve month period, 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
8.75% to 10.00% during 1995 and 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 IRS has advised on May 22, 1995 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
8
<PAGE> 12
administrator does not anticipate that changes in the Plan or other events
occurring after the receipt of the IRS ruling will affect the qualification of
the Plan or the tax exempt status of the Trust.
SUBSEQUENT EVENT:
- -----------------
The Plan was amended and restated effective February 1, 1996, for the following
items:
- Vesting of employer matching contributions was changed to four years of
continuous service.
- All investment funds are valued daily.
- Eligibility was shortened to a minimum of six months of continuous
service.
- Names of the existing investment funds were changed, and five new
investment funds were established for employee contributions: one each
that invests in large capitalization equities, small capitalization
equities, and international equities. In addition, two additional funds
were added that offer investments in a combination of stocks and bonds.
- Participating employees can elect to have their current contributions
invested in any of the funds available for employee contributions, or in
any combination of these funds on a daily basis in one percent
increments. Participating employees may also transfer amounts invested
in any fund made available for employee contributions on a daily basis
in one percent increments.
- Upon attainment of age 52, employees may transfer Company matching
contributions out of the Company Stock Fund and into any fund available
for employee contributions.
- Maximum number of loans that a participant may have outstanding was
increased from one to two.
FINANCIAL DATA OF THE MASTER TRUST:
- ----------------------------------
9
<PAGE> 13
<TABLE>
<CAPTION>
THE GOODYEAR TIRE & RUBBER COMPANY
MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS WITH FUND INFORMATION
(Dollars in Thousands)
For the year ended
December 31, 1995
---------------------------------------------------------------------------
FUND INFORMATION
-------------------------------------------------------------
COMPANY FIXED STOCK
STOCK INTEREST EQUITY BALANCED LOAN
TOTAL FUND FUND FUND FUND FUND
---------- --------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Employer $ 37,870 $ 37,537 $ 333 $ -- $ -- $ --
Employee 112,285 -- 78,683 29,646 3,956 --
---------- --------- --------- --------- -------- ---------
150,155 37,537 79,016 29,646 3,956 --
Interest and dividend income 53,593 $ 8,556 42,610 239 104 2,084
Net appreciation in fair market
value of Assets 160,228 102,944 130 53,965 3,189 --
---------- --------- --------- --------- -------- ---------
213,821 111,500 42,740 54,204 3,293 2,084
Decrease in Assets:
Benefits paid to participants
or their beneficiaries 52,215 $ 14,330 31,014 5,487 422 962
Administrative Expenses 73 -- -- -- 73 --
---------- --------- --------- --------- -------- ---------
52,288 14,330 31,014 5,487 495 962
Transfers:
Transfers between Plans 1 2 (42) 42 -- (1)
Transfers between funds -- -- (2,867) 3,190 (323) --
Transfers to or from Plan -- -- 294 (145) (149) --
Loans to participants -- -- (17,337) (4,489) (274) 22,100
Loan repayments: (17,604)
Principal -- -- 13,110 4,138 356 (2,245)
Interest -- -- 1,690 510 45 --
---------- --------- --------- --------- -------- ---------
1 2 (5,152) 3,246 (345) 2,250
---------- --------- --------- --------- -------- ---------
Increase in Assets during the year 311,689 134,709 85,590 81,609 6,409 3,372
Net Assets at beginning of year 1,054,682 286,777 584,627 133,309 12,763 37,206
---------- --------- --------- --------- -------- ---------
Net Assets at end of year $1,366,371 $ 421,486 $ 670,217 $ 214,918 $ 19,172 $ 40,578
========== ========= ========= ========= ======== =========
(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>
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
Administrative Expenses 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>
10
<PAGE> 14
<TABLE>
<CAPTION>
THE GOODYEAR TIRE & RUBBER COMPANY
MASTER TRUST
STATEMENT OF NET ASSETS WITH FUND INFORMATION
(Dollars in Thousands)
December 31, 1995
-----------------------------------------------------------------
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 $ 601,512 $ -- $601,512 $ -- $ -- $ --
Common Stock of The Goodyear
Tire & Rubber Company, cost
$220,265 -- 9,196,871 shares
($189,868 -- 8,468,457 shares in 1994) 417,309 417,309 -- -- -- --
Pooled Balanced Fund 18,809 -- -- -- 18,809 --
$18,164 -- 1,815,442 units
Pooled Common Stock, cost
$202,938 -- 14,834,407 units
($115,000 -- 139,595 units in 1994) 213,765 -- -- 213,765 -- --
Pooled Fixed Income -- -- -- -- -- --
($4,204 -- 2,793,749 units in 1994)
Short-term investments 61,352 1,199 60,153 -- -- --
Promissory notes 43,952 -- -- -- -- 43,952
---------- -------- -------- -------- -------- -----------
1,356,699 418,508 661,665 213,765 18,809 43,952
Receivables
Employee Contributions 6,344 -- 5,766 284 294 --
Employer Contributions 2,968 2,968 -- -- -- --
Transfers -- -- -- -- -- --
Loan repayments -- -- 2,436 869 69 (3,374)
Accrued interest and dividends 267 9 258 -- -- --
Reimbursement for expenses 22 22 -- -- -- --
Distribution Receivable 112 20 92 -- -- --
---------- -------- -------- -------- -------- -----------
9,713 3,019 8,552 1,153 363 (3,374)
---------- -------- -------- -------- -------- -----------
Total Assets 1,366,412 421,527 670,217 214,918 19,172 40,578
Liabilities
Payable for purchased securities -- -- -- -- -- --
Administrative expenses payable -- -- -- -- -- --
Distributions payable -- -- -- -- -- --
Forfeiture credits 41 41 -- -- -- --
---------- -------- -------- -------- -------- -----------
Total Liabilities 41 41 -- -- -- --
---------- -------- -------- -------- -------- -----------
Net Assets $1,366,371 $421,486 $670,217 $214,918 $ 19,172 $ 40,578
========== ======== ======== ======== ======== ===========
(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>
Assets:
Investments at fair market value:
Guaranteed Investment Contracts $ 570,770 $ -- $570,770 $ -- $ -- $ --
Common Stock of The Goodyear
Tire & Rubber Company, cost
$220,265 -- 9,196,871 shares
($189,868 -- 8,468,457 shares in 1994) 284,752 284,752 -- -- -- --
Pooled Balanced Fund -- -- -- -- -- --
$18,164 -- 1,815,442 units
Pooled Common Stock, cost
$202,938 -- 14,834,407 units
($115,000 -- 139,595 units in 1994) 139,937 -- -- 134,094 5,843 --
Pooled Fixed Income 4,175 -- -- -- 4,175 --
($4,204 -- 2,793,749 units in 1994)
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 -- -- -- --
Distribution Receivable -- -- -- -- -- --
---------- -------- --------- --------- -------- --------
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>
11
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-65187) of The Goodyear Tire & Rubber Company of
our report dated June 18, 1996 appearing at page 2 of Annex A of this Form 11-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Cleveland, Ohio
June 25, 1996
