<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
FOR THE FISCAL YEAR ENDED DECEMBER 30, 1998
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 30, 1998,
together with the report of PricewaterhouseCoopers 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.
EXHIBITS.
EXHIBIT 4. FIRST AMENDMENT TO THE PLAN. First Amendment to The Goodyear
Tire & Rubber Company Savings Plan for Salaried Employees (January 1, 1997
Restatement), dated December 22, 1998.
EXHIBIT 23. CONSENT OF INDEPENDENT ACCOUNTANTS. Consent of
PricewaterhouseCoopers 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 28, 1999 By: /s/ Robert W. Tieken
----------------------------------
Robert W. Tieken, Executive Vice
President
<PAGE> 3
ANNEX A
TO
FORM 11-K
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
* * * * *
FINANCIAL STATEMENTS
DECEMBER 30, 1998
<PAGE> 4
PRICEWATERHOUSECOOPERS [LOGO]
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR SALARIED EMPLOYEES
FINANCIAL STATEMENTS
DECEMBER 30, 1998 AND
DECEMBER 31, 1997
<PAGE> 5
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 30, 1998 AND DECEMBER 31, 1997
- --------------------------------------------------------------------------------
PAGE
Report of Independent Accountants 2
Financial Statements:
Statement of Net Assets Available for Plan
Benefits, with Fund Information at December 30,
1998 and December 31, 1997
3-4
Statement of Changes in Net Assets Available
for Plan Benefits, with Fund Information for the
Plan Years Ended December 30, 1998 and
December 31, 1997
3-4
Notes to Financial Statements 5-16
Note: Certain schedules required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 have been omitted because of
the absence of the conditions under which they are required.
<PAGE> 6
PRICEWATERHOUSECOOPERS [LOGO]
- --------------------------------------------------------------------------------
PRICEWATERHOUSECOOPERS LLP
BP Tower
200 Public Square
27th Floor
Cleveland OH 44114-2301
Telephone (216)781-3700
REPORT OF INDEPENDENT ACCOUNTANTS
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 (the "Plan")
(sponsored by The Goodyear Tire & Rubber Company) at December 30, 1998 and
December 31, 1997, and the changes in net assets available for plan benefits for
the Plan years ended December 30, 1998 and December 31, 1997, 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 conducted 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 is the responsibility of the Plan's management. 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.
PricewaterCoopers LLP
June 18, 1999
<PAGE> 7
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands) December 30, 1998
-------------------------------------------------------------------------------
Fund Information
-----------------------------------------------------------------
Conservative Moderate Aggressive S&P 500
Stable Asset Asset Asset Index
Value Allocation Allocation Allocation Stock Equity
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 $1,370,935 $ 471,471 $ 19,418 $ 46,160 $ 18,811 $ 372,698
========== ========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands) December 30, 1998
--------------------------------------------------------------------
Fund Information
--------------------------------------------------------------------
Large Small International
Capitalization Capitalization Stock Company
Stock Equity Stock Equity Equity Stock Loan
Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Plan's Interest in Master Trust
Representing Total Assets
Available for Plan Benefits $ 55,016 $ 37,809 $ 16,166 $ 289,816 $ 43,570
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands) For the Plan Year Ended December 30, 1998
-------------------------------------------------------------------------------
Fund Information
------------------------------------------------------------------
Conservative Moderate Aggressive S&P 500
Stable Asset Asset Asset Index
Value Allocation Allocation Allocation Stock Equity
Total Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Increase in Assets:
Contributions:
Employer $ 21,571 $ - $ - $ - $ - $ -
Employee 68,635 30,527 988 3,752 1,938 22,413
---------- ---------- ---------- ---------- ---------- ----------
90,206 30,527 988 3,752 1,938 22,413
Investment Income from Plan's
Interest in Master Trust 70,232 28,654 2,136 6,567 2,861 81,334
Decrease in Assets:
Benefits Paid to Participants
or Their Beneficiaries 88,787 47,683 798 2,426 725 15,070
Administrative Expenses 973 596 - - - 377
---------- ---------- ---------- ---------- ---------- ----------
89,760 48,279 798 2,426 725 15,447
Transfers:
Transfers Between Plans 2,780 899 (6) 197 20 1,016
Transfers Between Funds - 10,724 4,239 89 655 (2,754)
Loan Transfers To or From Plan - (76) - (15) 2 (76)
Loans to Participants - (11,036) (263) (711) (421) (7,461)
Loan Repayments:
Principal - 13,089 239 691 434 7,038
Interest - 2,165 38 116 70 1,225
---------- ---------- ---------- ---------- ---------- ----------
2,780 15,765 4,247 367 760 (1,012)
---------- ---------- ---------- ---------- ---------- ----------
Increase (Decrease) in Assets During the Plan Year 73,458 26,667 6,573 8,260 4,834 87,288
Net Assets at Beginning of Plan Year 1,297,477 444,804 12,845 37,900 13,977 285,410
---------- ---------- ---------- ---------- ---------- ----------
Net Assets at End of Plan Year $1,370,935 $ 471,471 $ 19,418 $ 46,160 $ 18,811 $ 372,698
========== ========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
- ------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands) For the Plan Year Ended December 30, 1998
--------------------------------------------------------------------
Fund Information
--------------------------------------------------------------------
Large Small International
Capitalization Capitalization Stock Company
Stock Equity Stock Equity Equity Stock Loan
Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Increase in Assets:
Contributions:
Employer $ - $ - $ - $ 21,571 $ -
Employee 3,500 3,682 1,835 - -
---------- ---------- ---------- ---------- ----------
3,500 3,682 1,835 21,571 -
Investment Income from Plan's
Interest in Master Trust 11,422 31 (1,067) (65,679) 3,973
Decrease in Assets:
Benefits Paid to Participants
or Their Beneficiaries 1,301 1,572 855 18,357 -
Administrative Expenses - - - - -
---------- ---------- ---------- ---------- ----------
1,301 1,572 855 18,357 -
Transfers:
Transfers Between Plans 60 63 49 482 -
Transfers Between Funds 11,260 (8,213) (2,620) (13,380) -
Loan Transfers To or From Plan (4) (10) (9) - 188
Loans to Participants (935) (730) (294) - 21,851
Loan Repayments:
Principal 916 898 334 - (23,639)
Interest 157 147 54 - (3,972)
---------- ---------- ---------- ---------- ----------
11,454 (7,845) (2,486) (12,898) (5,572)
---------- ---------- ---------- ---------- ----------
Increase (Decrease) in Assets During the Plan Year 25,075 (5,704) (2,573) (75,363) (1,599)
Net Assets at Beginning of Plan Year 29,941 43,513 18,739 365,179 45,169
---------- ---------- ---------- ---------- ----------
Net Assets at End of Plan Year $ 55,016 $ 37,809 $ 16,166 $ 289,816 $ 43,570
========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
-3-
<PAGE> 8
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
(Dollars in Thousands) December 31, 1997
-----------------------------------------------------------------------
Fund Information
--------------------------------------------------------
Conservative Moderate Aggressive
Stable Asset Asset Asset
Value Allocation Allocation Allocation
Total Fund Fund Fund Fund
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Plan's Interest in Master Trust
Representing Total Assets
Available for Plan Benefits $ 1,297,477 $ 444,804 $ 12,845 $ 37,900 $ 13,977
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands) December 31, 1997
----------------------------------------------------------------------------------------
Fund Information
----------------------------------------------------------------------------------------
S&P 500 Large Small International
Index Capitalization Capitalization Stock Company
Stock Equity Stock Equity Stock Equity Equity Stock Loan
Fund 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 $ 285,410 $ 29,941 $ 43,513 $ 18,739 $ 365,179 $ 45,169
=========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
- -------------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands) For the Plan Year Ended December 31, 1997
--------------------------------------------------------------------------
Fund Information
-----------------------------------------------------------
Conservative Moderate Aggressive
Stable Asset Asset Asset
Value Allocation Allocation Allocation
Total Fund Fund Fund Fund
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Increase in Assets:
Contributions:
Employer $ 20,205 $ - $ - $ - $ -
Employee 60,995 31,269 587 2,672 1,311
----------- ----------- ----------- ----------- -----------
81,200 31,269 587 2,672 1,311
Investment Income from Plan's
Interest in Master Trust 194,292 28,756 1,402 6,058 1,954
Decrease in Assets:
Benefits Paid to Participants
or Their Beneficiaries 74,292 38,446 472 1,589 534
Administrative Expenses 302 215 - - -
----------- ----------- ----------- ----------- -----------
74,594 38,661 472 1,589 534
Transfers:
Transfers Between Plans 2,389 962 7 84 38
Transfers Between Funds - (31,454) 5,356 5,021 1,568
Loan Transfers To or From Plan - (173) - (3) -
Loans to Participants - (13,023) (124) (618) (301)
Loan Repayments:
Principal - 14,184 156 652 365
Interest - 2,440 29 110 57
----------- ----------- ----------- ----------- -----------
2,389 (27,064) 5,424 5,246 1,727
----------- ----------- ----------- ----------- -----------
Increase (Decrease) in Assets During the Plan Year 203,287 (5,700) 6,941 12,387 4,458
Net Assets at Beginning of Plan Year 1,094,190 450,504 5,904 25,513 9,519
----------- ----------- ----------- ----------- -----------
Net Assets at End of Plan Year $ 1,297,477 $ 444,804 $ 12,845 $ 37,900 $ 13,977
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands) For the Plan Year Ended December 31, 1997
--------------------------------------------------------------------------------
Fund Information
--------------------------------------------------------------------------------
S&P 500 Large Small International
Index Capitalization Capitalization Stock Company
Stock Equity Stock Equity Stock Equity Equity Stock Loan
Fund Fund Fund Fund Fund Fund
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Increase in Assets:
Contributions:
Employer $ - $ - $ - $ - $ 20,205 $ -
Employee 17,629 2,419 3,402 1,706 - -
----------- ----------- ----------- ----------- ----------- -----------
17,629 2,419 3,402 1,706 20,205 -
Investment Income from Plan's
Interest in Master Trust 65,432 4,222 4,568 949 76,993 3,958
Decrease in Assets:
Benefits Paid to Participants
or Their Beneficiaries 11,811 649 1,305 427 19,059 -
Administrative Expenses 79 - - - 8 -
----------- ----------- ----------- ----------- ----------- -----------
11,890 649 1,305 427 19,067 -
Transfers:
Transfers Between Plans 477 21 53 19 728 -
Transfers Between Funds 25,889 5,864 4,896 3,711 (20,851) -
Loan Transfers To or From Plan (28) (1) - (4) - 209
Loans to Participants (6,950) (704) (955) (332) - 23,007
Loan Repayments:
Principal 6,010 555 767 315 - (23,004)
Interest 1,042 107 150 52 - (3,987)
----------- ----------- ----------- ----------- ----------- -----------
26,440 5,842 4,911 3,761 (20,123) (3,775)
----------- ----------- ----------- ----------- ----------- -----------
Increase (Decrease) in Assets During the Plan Year 97,611 11,834 11,576 5,989 58,008 183
Net Assets at Beginning of Plan Year 187,799 18,107 31,937 12,750 307,171 44,986
----------- ----------- ----------- ----------- ----------- -----------
Net Assets at End of Plan Year $ 285,410 $ 29,941 $ 43,513 $ 18,739 $ 365,179 $ 45,169
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
-4-
<PAGE> 9
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1998 AND DECEMBER 31, 1997
- --------------------------------------------------------------------------------
1. 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.
PLAN YEAR
The Plan year ended December 30, 1998 represents the period of January 1,
1998 through December 30, 1998. The Plan year ended December 31, 1997
represents the period of January 1, 1997 through December 31, 1997. See
Note 5 for further discussion of the Plan amendment which altered the Plan
year.
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 30, 1998 and December 31, 1997,
the Company sponsored six savings plans that participated in the master
trust. The Plan's undivided interest in the trust is presented in the
accompanying financial statements in accordance with the allocation made by
the Trustee. At December 30, 1998 and December 31, 1997, the Plan's
undivided interest in the master trust was 64.7% and 66.0%, respectively.
ASSET VALUATION
The majority of the assets of the Plan are valued at the fair 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 Stable Value Fund are invested in various instruments that have a rate
of return, and are reported at contract value. Investments in the
Conservative Asset Allocation Fund, Moderate Asset Allocation Fund,
Aggressive Asset Allocation Fund, S&P 500 Index Stock Equity Fund, Small
Capitalization Stock Equity Fund, Large Capitalization Stock Equity Fund,
and the International Stock Equity Fund are valued based on units of
participation in commingled funds and mutual funds as reported by the fund
manager, which approximates fair market value. 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 daily basis.
-5-
<PAGE> 10
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1998 AND DECEMBER 31, 1997
- --------------------------------------------------------------------------------
INCOME RECOGNITION
Employer and employee contributions are recognized in Plan equity on the
accrual basis of accounting.
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
current market value at the time of distribution.
CONCENTRATION OF CREDIT RISK
The Stable Value Fund of the Plan invests part of the fund in investment
contracts of financial institutions with strong credit ratings and has
established guidelines relative to diversification and maturities that
maintain safety and liquidity.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the basic financial
statements and related notes to financial statements. Changes in such
estimates may affect amounts reported in future years.
2. 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 up to one year of continuous
service depending upon hire date. At the end of the 1998 plan year,
approximately 16,975 employees (17,858 in 1997) of the Company were
eligible with approximately 14,156 employees (14,524 in 1997) participating
in the Plan.
-6-
<PAGE> 11
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1998 AND DECEMBER 31, 1997
- --------------------------------------------------------------------------------
VESTING
Employee contributions are fully vested. Employer matching contributions
become vested after the participant has completed four years of continuous
service with the Company.
CONTRIBUTIONS
Eligible employees may 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 may elect to have their
contributions invested in the Stable Value Fund, Conservative Asset
Allocation Fund, Moderate Asset Allocation Fund, Aggressive Asset
Allocation Fund, S&P 500 Index Stock Equity Fund, Small Capitalization
Stock Equity Fund, Large Capitalization Stock Equity Fund, the
International Stock Equity Fund, or in any combination of these eight funds
in multiples of 1%. 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
any time up to the 15th day of the month for changes to be effective on the
1st day of the following month. Employees may transfer amounts attributable
to employee contributions from one fund to the other on a daily basis.
Eligible employees may enroll in the Plan effective on the 1st day of the
month by enrolling by the 15th day of the prior month. Employees may
suspend their contributions at any time effective immediately.
Employees who are 52 years of age or older are able to transfer employer
contributions from the Company Stock Fund into the Plan's other investment
funds.
The Plan has been established under section 401 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. The Company matching
contributions are limited to the first 6% of employee contributions at the
rate of 50% and employee contributions are limited to $10,000 and $9,500 in
1998 and 1997, respectively. See Note 5 for further discussion of the Plan
amendment which established a minimum contribution level. The calculation
of the Company's matching contributions is not impacted by this amendment.
-7-
<PAGE> 12
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1998 AND DECEMBER 31, 1997
- --------------------------------------------------------------------------------
INVESTMENTS
The Trustee of the Plan maintains the following ten funds under the Plan:
- Stable Value Fund - Employee contributions are invested in various
investment contracts which provide for rates of return for particular
periods of time.
- Conservative Asset Allocation Fund - Employee contributions are
invested in a commingled fund containing a portfolio of U.S. common
stocks and bonds which provide an investment return similar to a
portfolio invested 40% in the Russell 3000 Equity Index plus reinvested
dividends and 60% in bonds which compose the Lehman Aggregate Long-Term
Bond Index.
- Moderate Asset Allocation Fund - Employee contributions are invested in
a commingled fund containing a portfolio of U.S. common stocks and
bonds which provide an investment return similar to a portfolio
invested 60% in the Russell 3000 Equity Index plus reinvested dividends
and 40% in bonds which compose the Lehman Aggregate Long-Term Bond
Index.
- Aggressive Asset Allocation Fund - Employee contributions are invested
in a commingled fund containing a portfolio of U.S. common stocks,
international stocks, and bonds which provide an investment return
similar to a portfolio invested 65% in the Russell 3000 Equity Index
plus reinvested dividends, 15% in the MSCI EAFE Index, and 20% in bonds
which compose the Lehman Aggregate Long-Term Bond Index.
- S&P 500 Index Stock Equity Fund - Employee contributions are invested
in a commingled fund consisting of a portfolio of common stocks which
provide a return similar to the Standard and Poor's Composite Index of
500 stocks plus reinvested dividends.
- Large Capitalization Stock Equity Fund - Employee contributions are
invested in a commingled fund containing a portfolio of common stocks
of medium and large companies that are expected to provide
better-than-average prospects for appreciation.
- Small Capitalization Stock Equity Fund - Employee contributions are
invested in a commingled fund containing a portfolio of common stocks
of small companies that are expected to provide long-term capital
growth.
-8-
<PAGE> 13
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1998 AND DECEMBER 31, 1997
- --------------------------------------------------------------------------------
- International Stock Equity Fund - Employee contributions are invested
in a commingled fund containing a portfolio of common stocks and debt
obligations of companies and governments located outside of the United
States that are expected to provide long-term capital growth.
- 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 prime plus 1%.
- Company Stock Fund - Employer contributions are invested in Goodyear
common stock except for short-term investments needed for Plan
operations. During 1998, the price per share of Goodyear common stock
on The New York Stock Exchange Composite Transactions ranged from
$45.88 to $76.75 ($49.25 to $71.25 during 1997). The closing price per
share was $50.44 at December 31, 1998 ($63.63 at December 31, 1997).
PARTICIPANT ACCOUNTS
A Stable Value Fund, Conservative Asset Allocation Fund, Moderate Asset
Allocation Fund, Aggressive Asset Allocation Fund, S&P 500 Index Stock
Equity Fund, Small Capitalization Stock Equity Fund, Large Capitalization
Stock Equity Fund, the International Stock Equity Fund, Loan Investment
Fund, and Company Stock Fund have been established for each participant in
the Plan. All accounts are valued daily 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 Conservative Asset Allocation Fund, Moderate Asset
Allocation Fund, Aggressive Asset Allocation Fund, S&P 500 Index Stock
Equity Fund, Small Capitalization Stock Equity Fund, Large Capitalization
Stock Equity Fund, the International Stock Equity Fund, and the Company
Stock Fund are reflected in the unit value of the fund which affects the
value of the participants' 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.
-9-
<PAGE> 14
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1998 AND DECEMBER 31, 1997
- --------------------------------------------------------------------------------
The Internal Revenue Service (IRS) issued guidelines governing financial
hardship. Under the IRS guidelines, withdrawals are permitted for severe
financial hardship. Contributions to the Plan are suspended for 12 months
subsequent to a financial hardship withdrawal.
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 1998 and 1997, the Plan had forfeiture
credits in the amounts of $164,378 and $696,017, 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 preceding twelve month period, or 50% of the participant's
vested account balance. Participants may have up to two loans outstanding
at any time. The interest rate charged will be a fixed rate which will be
established at the time of the loan application. The interest rate at the
beginning of 1998 was 9.50%, which decreased throughout the year to 8.75%
at December 1998. The interest rate at the beginning of 1997 was 9.25%, but
was changed to 9.50% at the end of March 1997.
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 were paid partly by the Company and
partly by the Trust. 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 Investment Funds are paid
from such Funds which reduces the investment return reported and credited
to participant accounts.
-10-
<PAGE> 15
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1998 AND DECEMBER 31, 1997
- --------------------------------------------------------------------------------
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.
3. RELATED PARTY TRANSACTIONS:
The Trustee serves as the fund manager of the S&P 500 Index Stock Equity
Fund.
The Company Stock Fund is designed primarily for investment in common stock
of the Company.
4. TAX STATUS OF PLAN:
As described in Note 5 below, the Plan has been amended since receipt of
the last determination letter dated May 22, 1995. On May 22, 1995, the IRS
advised 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 is in the process of applying for a
new determination letter and 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.
5. PLAN AMENDMENT:
Effective January 1, 1998, the Plan year was amended to commence on
December 31 of each year and end on the following December 30, with the
exception of the 1998 Plan year which commenced on January 1, 1998 and
ended on December 30, 1998. The amendment also permits the Company to
establish a minimum contribution level for each Plan year. The minimum
contribution is first satisfied from employee contributions and the
remainder is satisfied by employer contributions. In the event the minimum
contribution level exceeds the sum of the employee contributions and
employer matching contributions, the excess is allocated to the
participants' accounts to the extent permitted. The remainder is held in a
suspense account which is applied to reduce employer contributions in the
following Plan years. The calculation of the Company's matching
contributions is not impacted by this amendment. See additional information
in the Plan agreement.
-11-
<PAGE> 16
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1998 AND DECEMBER 31, 1997
- --------------------------------------------------------------------------------
Effective April 1, 1998, the Plan was also amended to permit employees,
Plan participants, or former Plan participants to transfer eligible cash
distributions from any other employer sponsored plan qualified under
Section 401 of the Internal Revenue Code into the Plan by a direct transfer
from such other plan.
6. SUBSEQUENT EVENT
Effective January 1, 1999, the Plan was amended to allow employees to
participate in the Plan as of the first enrollment date after completing
three months of continuous service with the Company.
7. FINANCIAL DATA OF THE MASTER TRUST:
See pages 13 through 16 of these financial statements which set forth the
financial data of the master trust.
-12-
<PAGE> 17
THE GOODYEAR TIRE & RUBBER COMPANY
MASTER TRUST
STATEMENT OF NET ASSETS, WITH FUND INFORMATION
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands) December 30, 1998
------------------------------------------------------------------------------
Fund Information
----------------------------------------------------------------
Conservative Moderate Aggressive S&P 500
Stable Asset Asset Asset Index
Value Allocation Allocation Allocation Stock Equity
Total Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments at Fair Market Value:
State Street Income and Growth Fund,
Cost $21,581 - 1,766,916 Units $ 25,873 $ - $ 25,873 $ - $ - $ -
State Street Moderate Asset Allocation
Fund, Cost $46,196 - 3,855,019 Units 65,003 - - 65,003 - -
State Street Life Solutions Growth A,
Cost $19,647 - 1,374,562 Units 26,314 - - - 26,314 -
Collective Daily Stock Index Fund, Cost
$354,398 - 19,581,254 Units 595,064 - - - - 595,064
Twentieth Century Investors Income
Ultra Fund, Cost $77,783 - 2,507,006 Units 83,563 - - - - -
Franklin Strategic Series Small Cap
Growth Fund, Cost $53,003 - 2,492,731 Units 56,414 - - - - -
Templeton Foreign Fund, Cost
$26,138 - 2,606,497 Units 21,876 - - - - -
Common Stock of The Goodyear Tire & Rubber
Company, Cost $220,470 - 8,437,850 Shares 424,953 - - - - -
Short-Term Investments 45,470 34,835 - - - -
Promissory Notes 85,997 - - - - -
---------- ---------- ---------- ---------- ---------- ----------
1,430,527 34,835 25,873 65,003 26,314 595,064
---------- ---------- ---------- ---------- ---------- ----------
Investments at Contract Value:
Guaranteed Investment Contracts 687,488 687,488 - - - -
---------- ---------- ---------- ---------- ---------- ----------
Receivables:
Employee Contributions - - - - - -
Employer Contributions 54 - - - - -
Transfers - (287) - - - -
Accrued Interest and Dividends 940 740 2 27 10 47
---------- ---------- ---------- ---------- ---------- ----------
994 453 2 27 10 47
---------- ---------- ---------- ---------- ---------- ----------
Total Assets 2,119,009 722,776 25,875 65,030 26,324 595,111
---------- ---------- ---------- ---------- ---------- ----------
Liabilities:
Administrative Expenses Payable 57 36 - - - 19
---------- ---------- ---------- ---------- ---------- ----------
Total Liabilities 57 36 - - - 19
---------- ---------- ---------- ---------- ---------- ----------
Net Assets $2,118,952 $ 722,740 $ 25,875 $ 65,030 $ 26,324 $ 595,092
========== ========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands) December 30, 1998
-----------------------------------------------------------------
Fund Information
-----------------------------------------------------------------
Large Small International
Capitalization Capitalization Stock Company
Stock Equity Stock Equity Equity Stock Loan
Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Assets:
Investments at Fair Market Value:
State Street Income and Growth Fund,
Cost $21,581 - 1,766,916 Units $ - $ - $ - $ - $ -
State Street Moderate Asset Allocation
Fund, Cost $46,196 - 3,855,019 Units - - - - -
State Street Life Solutions Growth A,
Cost $19,647 - 1,374,562 Units - - - - -
Collective Daily Stock Index Fund, Cost
$354,398 - 19,581,254 Units - - - - -
Twentieth Century Investors Income
Ultra Fund, Cost $77,783 - 2,507,006 Units 83,563 - - - -
Franklin Strategic Series Small Cap
Growth Fund, Cost $53,003 - 2,492,731 Units - 56,414 - - -
Templeton Foreign Fund, Cost
$26,138 - 2,606,497 Units - - 21,876 - -
Common Stock of The Goodyear Tire & Rubber
Company, Cost $220,470 - 8,437,850 Shares - - - 424,953 -
Short-Term Investments - - - 10,635 -
Promissory Notes - - - - 85,997
---------- ---------- ---------- ---------- ----------
83,563 56,414 21,876 435,588 85,997
---------- ---------- ---------- ---------- ----------
Investments at Contract Value:
Guaranteed Investment Contracts - - - - -
---------- ---------- ---------- ---------- ----------
Receivables:
Employee Contributions - - - - -
Employer Contributions - - - 54 -
Transfers - - - - 287
Accrued Interest and Dividends 20 4 2 81 7
---------- ---------- ---------- ---------- ----------
20 4 2 135 294
---------- ---------- ---------- ---------- ----------
Total Assets 83,583 56,418 21,878 435,723 86,291
---------- ---------- ---------- ---------- ----------
Liabilities:
Administrative Expenses Payable - - - 2 -
---------- ---------- ---------- ---------- ----------
Total Liabilities - - - 2 -
---------- ---------- ---------- ---------- ----------
Net Assets $ 83,583 $ 56,418 $ 21,878 $ 435,721 $ 86,291
========== ========== ========== ========== ==========
</TABLE>
-13-
<PAGE> 18
THE GOODYEAR TIRE & RUBBER COMPANY
MASTER TRUST
STATEMENT OF NET ASSETS, WITH FUND INFORMATION
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands) December 31, 1997
-----------------------------------------------------------------------------
Fund Information
----------------------------------------------------------------
Conservative Moderate Aggressive S&P 500
Stable Asset Asset Asset Index
Value Allocation Allocation Allocation Stock Equity
Total Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments at Fair Market Value:
State Street Income and Growth Fund,
Cost $14,517 - 1,289,423 Units $ 16,463 $ - $ 16,463 $ - $ - $ -
State Street Moderate Asset Allocation
Fund, Cost $41,282 - 3,675,050 Units 53,127 - - 53,127 - -
State Street Life Solutions Growth A,
Cost $15,514 - 1,179,187 Units 18,931 - - - 18,931 -
Collective Daily Stock Index Fund, Cost
$306,918 - 19,116,281 Units 451,335 - - - - 451,335
Twentieth Century Investors Income
Ultra Fund, Cost $45,978 - 1,555,172 Units 42,456 - - - - -
Franklin Strategic Series Small Cap
Growth Fund, Cost $58,150 - 2,732,539 Units 62,657 - - - - -
Templeton Foreign Fund, Cost
$26,699 - 2,573,654 Units 25,608 - - - - -
Common Stock of The Goodyear Tire & Rubber
Company, Cost $207,812 - 8,275,576 Shares 526,534 - - - - -
Short-Term Investments 24,286 12,310 - - - -
Promissory Notes 85,517 - - - - -
---------- ---------- ---------- ---------- ---------- ----------
1,306,914 12,310 16,463 53,127 18,931 451,335
---------- ---------- ---------- ---------- ---------- ----------
Investments at Contract Value:
Guaranteed Investment Contracts 656,767 656,767 - - - -
---------- ---------- ---------- ---------- ---------- ----------
Receivables:
Employee Contributions - - - - - -
Employer Contributions 12 - - - - -
Transfers - 723 128 5 (1) (1,081)
Accrued Interest and Dividends 1,886 1,160 3 11 4 535
---------- ---------- ---------- ---------- ---------- ----------
1,898 1,883 131 16 3 (546)
---------- ---------- ---------- ---------- ---------- ----------
Total Assets 1,965,579 670,960 16,594 53,143 18,934 450,789
---------- ---------- ---------- ---------- ---------- ----------
Liabilities:
Administrative Expenses Payable 113 72 - - - 41
---------- ---------- ---------- ---------- ---------- ----------
Total Liabilities 113 72 - - - 41
---------- ---------- ---------- ---------- ---------- ----------
Net Assets $1,965,466 $ 670,888 $ 16,594 $ 53,143 $ 18,934 $ 450,748
========== ========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands) December 31, 1997
-------------------------------------------------------------------
Fund Information
-------------------------------------------------------------------
Large Small International
Capitalization Capitalization Stock Company
Stock Equity Stock Equity Equity Stock Loan
Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Assets:
Investments at Fair Market Value:
State Street Income and Growth Fund,
Cost $14,517 - 1,289,423 Units $ - $ - $ - $ - $ -
State Street Moderate Asset Allocation
Fund, Cost $41,282 - 3,675,050 Units - - - - -
State Street Life Solutions Growth A,
Cost $15,514 - 1,179,187 Units - - - - -
Collective Daily Stock Index Fund, Cost
$306,918 - 19,116,281 Units - - - - -
Twentieth Century Investors Income
Ultra Fund, Cost $45,978 - 1,555,172 Units 42,456 - - - -
Franklin Strategic Series Small Cap
Growth Fund, Cost $58,150 - 2,732,539 Units - 62,657 - - -
Templeton Foreign Fund, Cost
$26,699 - 2,573,654 Units - - 25,608 - -
Common Stock of The Goodyear Tire & Rubber
Company, Cost $207,812 - 8,275,576 Shares - - - 526,534 -
Short-Term Investments - - - 11,976 -
Promissory Notes - - - - 85,517
---------- ---------- ---------- ---------- ----------
42,456 62,657 25,608 538,510 85,517
---------- ---------- ---------- ---------- ----------
Investments at Contract Value:
Guaranteed Investment Contracts - - - - -
---------- ---------- ---------- ---------- ----------
Receivables:
Employee Contributions - - - - -
Employer Contributions - - - 12 -
Transfers 82 97 (260) (18) 325
Accrued Interest and Dividends 9 12 (6) 168 (10)
---------- ---------- ---------- ---------- ----------
91 109 (266) 162 315
---------- ---------- ---------- ---------- ----------
Total Assets 42,547 62,766 25,342 538,672 85,832
---------- ---------- ---------- ---------- ----------
Liabilities:
Administrative Expenses Payable - - - - -
---------- ---------- ---------- ---------- ----------
Total Liabilities - - - - -
---------- ---------- ---------- ---------- ----------
Net Assets $ 42,547 $ 62,766 $ 25,342 $ 538,672 $ 85,832
========== ========== ========== ========== ==========
</TABLE>
-14-
<PAGE> 19
THE GOODYEAR TIRE & RUBBER COMPANY
MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS, WITH FUND INFORMATION
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands) For the Plan Year Ended December 30, 1998
--------------------------------------------------------------------------------
Fund Information
-------------------------------------------------------------------
Conservative Moderate Aggressive S&P 500
Stable Asset Asset Asset Index
Value Allocation Allocation Allocation Stock Equity
Total Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Increase in Assets:
Contributions:
Employer $ 41,179 $ 296 $ - $ - $ - $ -
Employee 127,675 57,837 1,690 6,746 3,310 42,779
---------- ---------- ---------- ---------- ---------- ----------
168,854 58,133 1,690 6,746 3,310 42,779
Interest and Dividend Income 63,486 43,675 2 27 10 47
Net Appreciation (Depreciation)
in Fair Market Value of Assets 50,525 - 2,837 9,261 3,949 129,561
---------- ---------- ---------- ---------- ---------- ----------
114,011 43,675 2,839 9,288 3,959 129,608
Decrease in Assets:
Benefits Paid to Participants
or Their Beneficiaries 127,891 67,110 1,104 3,146 1,056 24,280
Administrative Expenses 1,488 911 - - - 577
---------- ---------- ---------- ---------- ---------- ----------
129,379 68,021 1,104 3,146 1,056 24,857
Transfers:
Transfers Between Plans - - - - - -
Transfers Between Funds - 12,142 5,859 (1,010) 1,036 (3,564)
Loan Transfers To or From Plan - - - - - -
Loans to Participants - (22,562) (470) (1,479) (759) (15,509)
Loan Repayments:
Principal - 24,264 406 1,272 775 13,463
Interest - 4,221 61 216 125 2,424
---------- ---------- ---------- ---------- ---------- ----------
- 18,065 5,856 (1,001) 1,177 (3,186)
---------- ---------- ---------- ---------- ---------- ----------
Increase (Decrease) in Assets During Plan Year 153,486 51,852 9,281 11,887 7,390 144,344
Net Assets at Beginning of Plan Year 1,965,466 670,888 16,594 53,143 18,934 450,748
---------- ---------- ---------- ---------- ---------- ----------
Net Assets at End of Plan Year $2,118,952 $ 722,740 $ 25,875 $ 65,030 $ 26,324 $ 595,092
========== ========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands) For the Plan Year Ended December 30, 1998
--------------------------------------------------------------------
Fund Information
--------------------------------------------------------------------
Large Small International
Capitalization Capitalization Stock Company
Stock Equity Stock Equity Equity Stock Loan
Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Increase in Assets:
Contributions:
Employer $ - $ - $ - $ 40,883 $ -
Employee 6,224 6,212 2,877 - -
---------- ---------- ---------- ---------- ----------
6,224 6,212 2,877 40,883 -
Interest and Dividend Income 20 803 614 10,594 7,694
Net Appreciation (Depreciation)
in Fair Market Value of Assets 16,582 (476) (2,001) (109,188) -
---------- ---------- ---------- ---------- ----------
16,602 327 (1,387) (98,594) 7,694
Decrease in Assets:
Benefits Paid to Participants
or Their Beneficiaries 1,868 2,044 1,083 26,200 -
Administrative Expenses - - - - -
---------- ---------- ---------- ---------- ----------
1,868 2,044 1,083 26,200 -
Transfers:
Transfers Between Plans - - - - -
Transfers Between Funds 19,945 (11,347) (4,021) (19,040) -
Loan Transfers To or From Plan - - - - -
Loans to Participants (1,864) (1,260) (512) - 44,415
Loan Repayments:
Principal 1,699 1,509 570 - (43,958)
Interest 298 255 92 - (7,692)
---------- ---------- ---------- ---------- ----------
20,078 (10,843) (3,871) (19,040) (7,235)
---------- ---------- ---------- ---------- ----------
Increase (Decrease) in Assets During Plan Year 41,036 (6,348) (3,464) (102,951) 459
Net Assets at Beginning of Plan Year 42,547 62,766 25,342 538,672 85,832
---------- ---------- ---------- ---------- ----------
Net Assets at End of Plan Year $ 83,583 $ 56,418 $ 21,878 $ 435,721 $ 86,291
========== ========== ========== ========== ==========
</TABLE>
-15-
<PAGE> 20
THE GOODYEAR TIRE & RUBBER COMPANY
MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS, WITH FUND INFORMATION
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands) For the Plan Year Ended December 31, 1997
----------------------------------------------------------------------------------------
Fund Information
-------------------------------------------------------------------------
Conservative Moderate Aggressive S&P 500
Stable Asset Asset Asset Index
Value Allocation Allocation Allocation Stock Equity
Total Fund Fund Fund Fund Fund
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Increase in Assets:
Contributions:
Employer $ 38,672 $ 350 $ - $ - $ - $ -
Employee 117,000 61,243 1,027 5,376 2,270 34,307
----------- ----------- ----------- ----------- ----------- -----------
155,672 61,593 1,027 5,376 2,270 34,307
Interest and Dividend Income 71,550 42,776 (9) (47) (17) 13
Net Appreciation (Depreciation)
in Fair Market Value of Assets 217,853 - 1,776 8,390 2,641 101,723
----------- ----------- ----------- ----------- ----------- -----------
289,403 42,776 1,767 8,343 2,624 101,736
Decrease in Assets:
Benefits Paid to Participants
or Their Beneficiaries 104,377 55,553 624 2,118 702 16,633
Administrative Expenses 595 410 - - - 173
----------- ----------- ----------- ----------- ----------- -----------
104,972 55,963 624 2,118 702 16,806
Transfers:
Transfers Between Plans - - - - - -
Transfers Between Funds - (48,549) 6,977 6,446 1,813 42,872
Loan Transfers To or From Plan - - - - - -
Loans to Participants - (25,459) (212) (1,264) (491) (13,612)
Loan Repayments:
Principal - 24,568 244 1,114 574 10,384
Interest - 4,524 43 188 100 1,967
----------- ----------- ----------- ----------- ----------- -----------
- (44,916) 7,052 6,484 1,996 41,611
----------- ----------- ----------- ----------- ----------- -----------
Increase in Assets During Plan Year 340,103 3,490 9,222 18,085 6,188 160,848
Net Assets at Beginning of Plan Year 1,625,363 667,398 7,372 35,058 12,746 289,900
----------- ----------- ----------- ----------- ----------- -----------
Net Assets at End of Plan Year $ 1,965,466 $ 670,888 $ 16,594 $ 53,143 $ 18,934 $ 450,748
=========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
(Dollars in Thousands) For the Plan Year Ended December 31, 1997
--------------------------------------------------------------------------
Fund Information
--------------------------------------------------------------------------
Large Small International
Capitalization Capitalization Stock Company
Stock Equity Stock Equity Equity Stock Loan
Fund Fund Fund Fund Fund
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Increase in Assets:
Contributions:
Employer $ - $ - $ - $ 38,322 $ -
Employee 4,097 5,915 2,765 - -
----------- ----------- ----------- ----------- -----------
4,097 5,915 2,765 38,322 -
Interest and Dividend Income 8,601 2,641 762 9,577 7,253
Net Appreciation (Depreciation)
in Fair Market Value of Assets (2,607) 3,719 531 101,680 -
----------- ----------- ----------- ----------- -----------
5,994 6,360 1,293 111,257 7,253
Decrease in Assets:
Benefits Paid to Participants
or Their Beneficiaries 803 1,686 568 25,690 -
Administrative Expenses - - - 12 -
----------- ----------- ----------- ----------- -----------
803 1,686 568 25,702 -
Transfers:
Transfers Between Plans - - - - -
Transfers Between Funds 7,741 6,469 4,792 (28,561) -
Loan Transfers To or From Plan - - - - -
Loans to Participants (1,256) (1,666) (565) - 44,525
Loan Repayments:
Principal 972 1,391 501 - (39,748)
Interest 192 269 89 - (7,372)
----------- ----------- ----------- ----------- -----------
7,649 6,463 4,817 (28,561) (2,595)
----------- ----------- ----------- ----------- -----------
Increase in Assets During Plan Year 16,937 17,052 8,307 95,316 4,658
Net Assets at Beginning of Plan Year 25,610 45,714 17,035 443,356 81,174
----------- ----------- ----------- ----------- -----------
Net Assets at End of Plan Year $ 42,547 $ 62,766 $ 25,342 $ 538,672 $ 85,832
=========== =========== =========== =========== ===========
</TABLE>
-16-
<PAGE> 1
EXHIBIT 4
FIRST AMENDMENT
TO
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
(January 1, 1997 Restatement)
WHEREAS, the Employer maintains The Goodyear Tire & Rubber Company
Employee Savings Plan for Salaried Employees (the "Plan"), originally
established effective as of July 1, 1984, which was amended and restated most
recently as of May 9, 1997; and
WHEREAS, pursuant to Section 16.1 of the Plan, the Employer has
reserved the right to amend the Plan.
NOW, THEREFORE, the Plan shall be amended as hereinafter set forth:
1. Effective as of April 1, 1998, a new sentence is added at the
end of Section 2.1(u) provide as follows:
A Participant shall also mean, except for purposes of
Section 3.1, Section 4.1, and Section 5.1, an
Employee who elects to make a rollover contribution
to the Plan in accordance with the provisions of
Section 5.5.
2. Effective as of January 1, 1999, the second sentence of
Section 3.1 of the Plan is amended to provide as follows:
Each other Employee shall become a Participant as of
the Enrollment Date next following the date on which
he completes three months of Continuous Service, or
any subsequent Enrollment Date, if he has timely
filed with the Company an election in the manner and
form as prescribed by the Company.
3. Effective as of April 1, 1998, Article V of the Plan is
renamed "After-Tax Contributions and Rollover Contributions,"
and a new Section 5.5 is added to the Plan to provide as
follows:
<PAGE> 2
5.5 Rollover Contributions.
-----------------------
Any Employee, regardless of whether he has satisfied
the eligibility requirements of Section 3.1,
Participant, or Former Participant who was a
participant in another plan qualified under Section
401 of the Code and who receives an eligible rollover
distribution within the meaning of Section 402(c)(4)
of the Code from such plan may elect to make a
rollover contribution to the Plan. An Employee,
Participant, or Former Participant shall make a
rollover contribution to the Plan either by a direct
rollover pursuant to Section 401(a)(31) of the Code,
or by delivering, or causing to be delivered, to the
Trustee the cash that constitutes the rollover
contribution amount within (60) days of receipt of
the distribution from such other plan, in either case
in the manner prescribed by the Company. A separate
sub-account shall be established pursuant to Section
8.7 for the rollover contribution, and the rollover
contribution shall be invested pursuant to the
investment election of the Employee, Participant, or
Former Participant in effect under Section 7.2 with
respect to the investment of Tax-Deferred
Contributions and After-Tax Contributions. An
Employee, Participant, or Former Participant who
makes a rollover contribution to the Plan who does
not already have an investment election in place
under Section 7.2 shall also make such an investment
election. An Employee's, Participant's, or Former
Participant's interest in his sub-account for
rollover contributions shall be fully vested at all
times.
4. Effective as of January 1, 1999, the last sentence of Section
12.3 of the Plan is amended to provide as follows:
Notwithstanding the foregoing, if the balance carried
in the separate account of a Former Participant is or
ever was in excess of $5,000 and the Former
Participant has not attained age 65, no distribution
shall be made to such Former Participant without his
written consent.
5. Effective as of January 1, 1998, Paragraph (x) of Section 2.1
of the Plan is hereby restated to read as follows:
x) A "Plan year" shall mean:
(i) For Plan years beginning prior to
January 1, 1998, the calendar year;
(ii) For the Plan year beginning on
January 1, 1998, the period commencing on
January 1, 1998, and ending on December
30, 1998; and
<PAGE> 3
(iii) For Plan years beginning after
December 30, 1998, the 12-month period
commencing on December 31 and ending on
December 30.
6. Effective as of January 1, 1998, Section 4.2 of the Plan is
hereby amended by substituting "calendar year" for "Plan year"
each time that it appears in Section 4.2 except that the last
two references to "Plan year" shall remain unchanged.
7. Effective as of January 1, 1998, Section 4.7 of the Plan is
hereby amended by substituting "calendar year" for "Plan year"
each time that it appears in Section 4.7.
8. Effective as of January 1, 1998, Section 6.7 of the Plan is
hereby amended by deleting the period and inserting at the end
thereof: ", and other than the Minimum Employer Contribution
under Section 22.1."
9. Effective as of January 1, 1998, Section 9.1 of the Plan is
hereby amended by substituting "calendar year" for "Plan year"
each time that it appears in Section 9.1.
10. Effective as of January 1, 1998, Section 19.4 of the Plan is
hereby amended by changing the title to "Top-Heavy Employer
Contribution."
11. Effective as of January 1, 1998, the Plan is hereby amended by
adding a new Article XXII to read as follows:
ARTICLE XXII
MINIMUM EMPLOYER CONTRIBUTION
22.1 Contribution of the Minimum Employer Contribution.
--------------------------------------------------
For each Plan year that the Board of Directors of The Goodyear
Tire & Rubber Company authorizes, an Employer shall make a
minimum aggregate contribution to the Plan in cash, at least
equal to a specified dollar amount (the "Minimum Employer
Contribution"). The Minimum Employer Contribution shall be set
by the appropriate resolution of the Board of Directors of The
Goodyear Tire & Rubber Company, or as delegated by the Board
through an appropriate resolution on or before the last day of
the Employer's taxable year that ends with or within such Plan
year.
The Employer shall satisfy the Minimum Employer Contribution
by "employer contributions" made at any time during the Plan
year. The Minimum Employer Contribution shall be deemed to be
satisfied for the Plan year as soon as the total
<PAGE> 4
of "employer contributions" for the Plan year equals the
amount of the Minimum Employer Contribution. For purposes of
this Section 22.1, "employer contributions" means any employer
contributions under Section 404 of the Code, including, but
not limited to, Tax-Deferred Contributions and Matching
Employer Contributions.
In accordance with the provisions of Section 18.10, but
without regard to any exception provided in that Section or
Section 18.12, the Minimum Employer Contribution, shall not
revert to, or otherwise inure to the benefit of an Employer or
any related corporation.
22.2 Allocation of Minimum Employer Contribution.
--------------------------------------------
The Minimum Employer Contribution for the Plan year shall be
allocated as follows:
(a) First, the Minimum Employer Contribution for the Plan
year shall be allocated during the Plan year to each
Employee who is a Participant on the first day of the
Plan year to the extent that Tax-Deferred
Contributions pursuant to Section 4.2 and Matching
Employer Contributions pursuant to Section 6.3. These
allocations shall be made to each such Participant's
Tax-Deferred Contributions and Matching Employer
Contributions sub-account, respectively.
(b) Second, the balance of the Minimum Employer
Contribution, if any, remaining after the allocation
in Section 22.2(a) shall be allocated to each
Non-Highly Compensated Employee who is a Participant
on the first day of the Plan year and an Employee on
the last day of the Plan year, in the same ratio that
such Participant's Tax-Deferred Contributions during
the Plan year bears to the Tax-Deferred Contributions
of all such Participants during the Plan year. This
allocation shall be made to each such Participant's
Matching Employer Contributions sub-account.
(c) Third, notwithstanding Article IX, if the total
contributions allocated to a Participant's
sub-accounts exceed the Participant's maximum annual
addition limit for any calendar year as a result of
the Minimum Employer Contribution, then such excess
shall be held in a suspense account as provided under
Section 415 of the Code. Such amounts shall be
applied to reduce Employer contributions in the next,
and succeeding, calendar years.
Each installment of the Minimum Employer Contribution shall be
held in a separate contribution suspense account unless, or
until, allocated on or before the end of the Plan year in
accordance with this Section 22.2. Such suspense account shall
not participate in the allocation of investment gains, losses,
income and deductions
<PAGE> 5
of the Trust Fund as a whole, but shall be invested
separately, as directed by the Employer, and all gains,
losses, income and deductions attributable to such investment
shall be allocated in proportion to Section 22.2(a) and (b)
respectively.
Notwithstanding any other provision of the Plan to the
contrary, any allocation of Tax-Deferred Contributions to a
Participant's account shall be made under either Section 4.2
or this Section 22.2, but not both Sections, and any
allocation of Matching Employer Contributions shall be made
under either Section 6.3 or this Section 22.2, as appropriate,
but not both Sections.
IN WITNESS WHEREOF, The Goodyear Tire & Rubber Company has
caused
this Amendment to be executed by its authorized officer and its corporate seal
to be affixed hereto as of the date set forth above.
EXECUTED at Akron, Ohio, this 22nd day of December, 1998.
THE GOODYEAR TIRE & RUBBER COMPANY
By: /s/ James Boyazis
-------------------------------
Vice President
Attest:
/s/ P.A. Kemph
- -------------------------
Assistant Secretary
<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, 1999 appearing at page 2 of Annex A of this Form 11-K.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Cleveland, Ohio
June 28, 1999
