<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
____________________
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, 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. 33-65185 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
(AS THE ISSUER) AND CELERON CORPORATION,
PLAN ADMINISTRATOR OF THE CELERON
CORPORATION EMPLOYEE SAVINGS PLAN
Dated: June 25, 1996 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
<PAGE> 3
ANNEX A
TO
FORM 11-K
CELERON CORPORATION
EMPLOYEE SAVINGS PLAN
* * * * *
FINANCIAL STATEMENTS
DECEMBER 31, 1995
<PAGE> 4
[PRICE WATERHOUSE LOGO]
CELERON CORPORATION
EMPLOYEE SAVINGS PLAN
* * * * *
FINANCIAL STATEMENTS
DECEMBER 31, 1995
<PAGE> 5
CELERON CORPORATION
EMPLOYEE SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
PAGE
----
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
<PAGE> 6
BP America Building Telephone 216 781-3700
200 Publilc Square
27th Floor
Cleveland, Ohio 44114-2301
PRICE WATERHOUSE LLP [PRICE WATERHOUSE LOGO]
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
June 18, 1996
To the Plan Administrator and Participants
of the Celeron Corporation Employee Savings
Plan (sponsored by Celeron Corporation)
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 Celeron Corporation Employee Savings Plan (sponsored by Celeron
Corporation) 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.
/S/ PRICE WATERHOUSE LLP
2
<PAGE> 7
CELERON CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
<TABLE>
<CAPTION>
(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 $7,132 $2,252 $1,996 $2,451 $57 $376
========= ====== ======= ====== ====== ====
</TABLE>
<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>
Plan's interest in master trust representing
total assets available for Plan $5,541 $1,613 $1,867 $1,693 $21 $347
========= ====== ======= ====== ====== ====
</TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
<TABLE>
<CAPTION>
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 $244 $244 $ - $ - $ - $ -
Employee 537 238 281 18 -
----- ------ ------ ----- ------ -----
781 244 238 281 18 -
Investment income from
Plan's interest in master trust 1,428 601 130 667 8 22
Decrease in Assets:
Benefits paid to participants
or their beneficiaries 616 204 231 173 (1) 9
Administrative expenses - - - - - -
----- ------ ------ ----- ------ -----
616 204 231 173 (1) 9
Transfers:
Transfers between Plans (2) (2)
Transfers between funds - - 18 (20) 2
Loans to participants - - (110) (93) (2) 205
Loan repayments:
Principal - - 74 85 8 (167)
Interest - - 10 11 1 (22)
----- ------ ------ ----- ------ -----
(2) (2) (8) (17) 9 16
----- ------ ------ ----- ------ -----
Increase in Assets during the year 1,591 639 129 758 36 29
Net Assets at beginning of year 5,541 1,613 1,867 1,693 21 347
----- ------ ------ ----- ------ -----
Net Assets at end of year $7,132 $2,252 $1,996 $2,451 $57 $376
====== ====== ====== ====== ====== =====
</TABLE>
<TABLE>
<CAPTION>
December 31, 1994
----------------------------------------------------------
FUND INFORMATION
----------------------------------------------------------
COMPANY FIXED STOCK
STOCK INTEREST EQUITY BALANCED LOAN
TOTAL FUND FUND FUND FUND FUND
-------- ------- ------ ------ ------- ------
<S> <S> <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 Plans - - - - - -
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>
The accompanying notes are an integral part of these statements.
3
<PAGE> 8
CELERON CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
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 Northern Trust Company (the "Trustee") Trust Agreement,
effective 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
.5%, 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> 9
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 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 1995 plan year, approximately 135 employees of the
Company were eligible (135 in 1994), with approximately 111 employees
participating in the Plan (120 in 1994).
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> 10
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 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.
- 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 the Trustee.
- 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 ($37.625 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> 11
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.
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 $22,822 and $0, respectively.
7
<PAGE> 12
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 10.0% 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 August 15, 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 administrator does not anticipate
that changes in the Plan or other events occuring after the receipt of the IRS
ruling will affect the qualification of the Plan or the tax exempt status of
the Trust.
8
<PAGE> 13
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> 14
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, 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:
Principal - - 13,110 4,138 356 (17,604)
Interest - - 1,690 510 45 (2,245)
-------------- ------------ ------------- ------------- ----------- -----------
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
-------------- ------------ ------------- ------------- ----------- -----------
</TABLE>
<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>
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> 15
THE GOODYEAR TIRE & RUBBER COMPANY
MASTER TRUST
STATEMENT OF NET ASSETS WITH FUND INFORMATION
<TABLE>
<CAPTION>
(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
========== ======== ======== ======== ======== ========
</TABLE>
<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
$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. 33-65185) 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
