GOODYEAR TIRE & RUBBER CO /OH/
11-K, 2000-06-27
TIRES & INNER TUBES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   ----------


                                    FORM 11-K


                 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 30, 1999

                         COMMISSION FILE NUMBER: 1-1927


                                   ----------


                       THE GOODYEAR TIRE & RUBBER COMPANY
               EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT 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 BARGAINING UNIT 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 Bargaining Unit Employees for the fiscal year ended December
30, 1999, 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. (a) RESTATEMENT OF THE PLAN. The Goodyear Tire & Rubber
Company Savings Plan for Bargaining Unit Employees (January 1, 1999
Restatement), dated August 23, 1999.

         (b) FIRST AMENDMENT TO THE PLAN. First Amendment to The Goodyear Tire &
Rubber Company Employee Savings Plan for Bargaining Unit Employees (January 1,
1999 Restatement), effective June 1, 2000.

         EXHIBIT 23. CONSENT OF INDEPENDENT ACCOUNTANTS. Consent of
Pricewaterhouse-Coopers 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. 33-65183 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
                               BARGAINING UNIT EMPLOYEES


Dated:  June 27, 2000             By:     /s/ Stephanie W. Bergeron
                                          ------------------------------
                                           Stephanie W. Bergeron, Vice President
                                           and Treasurer



                                       1
<PAGE>   3




                                                                         ANNEX A
                                                                              TO
                                                                       FORM 11-K



                       THE GOODYEAR TIRE & RUBBER COMPANY
               EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES

                                    * * * * *


                              FINANCIAL STATEMENTS

                                DECEMBER 30, 1999
<PAGE>   4


THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR BARGAINING UNIT EMPLOYEES
FINANCIAL STATEMENTS
DECEMBER 30, 1999 AND 1998


<PAGE>   5

THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------


                                                                   PAGE

Report of Independent Accountants                                   2

Financial Statements:

   Statement of Net Assets Available for Plan Benefits at           3
   December 30, 1999 and 1998

   Statement of Changes in Net Assets Available for Plan            3
   Benefits for the Plan Year Ended December 30, 1999

   Notes to Financial Statements                                   4-14



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


                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Plan Administrator and Participants
of the Employee Savings Plan for Bargaining
Unit Employees (sponsored by The Goodyear
Tire & Rubber Company)


In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Employee Savings Plan for Bargaining Unit Employees (the "Plan")
(sponsored by The Goodyear Tire & Rubber Company) at December 30, 1999 and 1998,
and the changes in net assets available for benefits for the year ended December
30, 1999 in conformity with accounting principles generally accepted in the
United States. 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 auditing standards generally accepted in the United States,
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.


/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP

June 26, 2000


<PAGE>   7


THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
(Dollars in Thousands)                                                                        December 30,
                                                                                    --------------------------------
                                                                                         1999            1998
                                                                                    --------------- ----------------
<S>                                                                                 <C>             <C>
Plan's Interest in Master Trust Representing
 Total Net Assets Available for Plan Benefits                                       $     731,127   $     669,467
                                                                                    =============== ================

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
(Dollars in Thousands)                                                                        Year Ended
                                                                                           December 30, 1999
                                                                                          --------------------
<S>                                                                                       <C>
Increase in Assets Available for Plan Benefits:
    Employer Contributions                                                                $         17,918
    Employee Contributions                                                                          54,257
                                                                                          --------------------
                                                                                                    72,175

    Investment Income from Plan's Interest in Master Trust                                          37,114

Decrease in Assets Available for Plan Benefits:
    Benefits Paid to Participants or Their Beneficiaries                                            46,627
    Administrative Expenses                                                                            167
    Transfers Between Plans                                                                            835
                                                                                          --------------------
                                                                                                    47,629

Increase in Assets Available for Plan Benefits During the Plan Year                                 61,660

Net Assets Available for Plan Benefits at Beginning of Plan Year                                   669,467
                                                                                          --------------------

Net Assets Available for Plan Benefits at End of Plan Year                                $        731,127
                                                                                          ====================
</TABLE>


        The accompanying notes are an integral part of these statements.

                                      -3-
<PAGE>   8


THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     BASIS OF ACCOUNTING

     The accounts of The Goodyear Tire & Rubber Company Employee Savings Plan
     for Bargaining Unit Employees (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.

     PLAN YEAR

     The Plan year ended December 30, 1999 represents the period of December 31,
     1998 through December 30, 1999. 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.

     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, 1999 and 1998, the Company
     sponsored five savings plans. 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, 1999 and 1998, the Plan's
     undivided interest in the master trust was 32.5% and 31.6%, respectively.

     ASSET VALUATION

     The majority of the assets of the Plan are valued at 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 monthly basis.

                                      -4-
<PAGE>   9

THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------

     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

     Effective January 1, 1999, certain bargaining unit employees of the Company
     are eligible to participate in the Plan as of the first enrollment date
     after completing three months of continuous service with the Company.
     Previously, the continuous service requirement was one year. At the end of
     the 1999 Plan year, approximately 20,154 employees (19,600 in 1998) of the
     Company were eligible with approximately 13,963 employees (14,124 in 1998)
     participating in the Plan.

                                      -5-
<PAGE>   10

THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------

     As of December 31, 1998, the assets of the participants of the Employee
     Savings Plan Without Matching Contribution for Bargaining Unit Employees
     were transferred to this Plan, pursuant to collective bargaining agreements
     which were negotiated in 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 up
     to the 15th 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 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 in 1999 and
     1998.

     Effective January 1, 1998, the Plan was amended to permit the Company to
     establish a minimum contribution level for each Plan year. The minimum
     contribution level is first

                                      -6-
<PAGE>   11

THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------

     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.

     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. The Guaranteed Investment Contracts and the
          Short-Term Investments Fund are the current investments related to
          this fund.

     -    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. The State Street Income and Growth
          Fund is the current investment related to this fund.

     -    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. The State Street Moderate Asset Allocation Fund
          is the current investment related to this fund.

     -    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. The
          State Street Life Solutions Aggressive Fund is the current investment
          related to this fund.

                                      -7-
<PAGE>   12

THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------

     -    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. The Collective Daily Stock Index
          Fund is the current investment related to this fund.

     -    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. The 20th Century
          Investor's Income Ultra Fund is the current investment related to this
          fund.

     -    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. The Franklin Strategic Series Small Cap Fund is the current
          investment related to this fund.

     -    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. The
          Templeton Foreign Fund is the current investment related to this fund.

     -    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%. The
          Promissory Notes are the current investments related to this fund.

     -    Company Stock Fund - Employer contributions are invested in Goodyear
          common stock except for short-term investments needed for Plan
          operations. During 1999, the price per share of Goodyear common stock
          on The New York Stock Exchange Composite Transactions ranged from
          $25.50 to $66.75 ($45.88 to $76.75 during 1998). The closing price per
          share was $28.06 at December 31, 1999 ($50.44 at December 31, 1998).
          The common stock of The Goodyear Tire & Rubber Company and the
          Short-Term Investments Fund are the current investments related to
          this fund.

                                      -8-
<PAGE>   13

THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------

     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 the 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.

     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 1999 and 1998, the Plan had forfeiture
     credits in the amounts of $35,405 and $49,313, 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

                                      -9-
<PAGE>   14

THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------

     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 1999 was 8.75%, which
     increased throughout the year to 9.50% at December 1999. The interest rate
     at the beginning of 1998 was 9.50%, which decreased throughout the year to
     8.75% at December 1998.

     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.

     ROLLOVERS

     The Plan was amended effective January 1, 1999 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.

     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.

     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.

                                      -10-
<PAGE>   15

THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------

4.   TAX STATUS OF PLAN:

     As described in Notes 1 and 2, the Plan has been amended since receipt of
     the last determination letter dated December 16, 1997. On December 16,
     1997, 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.   SUBSEQUENT EVENTS:

     Effective June 1, 2000, the Plan was amended to establish a Goodyear Stock
     Fund as an investment fund to which employee contributions can be
     allocated. Prior to June 1, 2000, the Company Stock Fund only maintained
     the employer matching contributions.

     The Plan was also amended effective June 1, 2000 to provide a self-directed
     account in which the participant may direct their investment or a portion
     of their account among a list of mutual funds selected by the Company and
     the Trustee. All assets of each self-directed account will be held and
     administered as a separate trust fund.

6.   FINANCIAL DATA OF THE MASTER TRUST:

     See pages 12 through 14 of these financial statements which set forth the
     financial data of the master trust.

                                      -11-
<PAGE>   16

THE GOODYEAR TIRE & RUBBER COMPANY
MASTER TRUST
DECEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------

STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
(Dollars in Thousands)                                                                        December 30,
                                                                                         1999            1998
                                                                                    --------------- ----------------
<S>                                                                                 <C>             <C>
State Street Income and Growth Fund,
    Cost $19,216 - 1,492,893 Units                                                  $      23,036   $      25,873
State Street Moderate Asset Allocation Fund,
    Cost $45,064 - 3,585,234 Units                                                         67,241          65,003
State Street Life Solutions Aggressive Fund,
    Cost $21,357 - 1,387,548 Units                                                         31,019          26,314
Collective Daily Stock Index Fund,
    Cost $363,723 - 17,953,082 Units                                                      660,257         595,064
20th Century Investor's Income Ultra Fund,
    Cost $96,442 - 2,878,021 Units                                                        131,795          83,563
Franklin Strategic Series Small Cap Fund,
    Cost $95,554 - 3,551,352 Units                                                        157,943          56,414
Templeton Foreign Fund,
    Cost $43,214 - 4,270,482 Units                                                         47,941          21,876
Common Stock of The Goodyear Tire & Rubber Company,*
    Cost $235,589 - 8,707,965 Units                                                       245,444         424,953
Short-Term Investments                                                                     53,739          45,470
Promissory Notes                                                                           85,766          85,997
Guaranteed Investment Contracts                                                           743,797         687,488
                                                                                    --------------- ----------------
    Investments                                                                         2,247,978       2,118,015

Receivables:
    Employer Contributions                                                                     --              54
    Accrued Interest and Dividends                                                            329             940
                                                                                    --------------- ----------------
                                                                                              329             994
         Total Assets Available for Plan Benefits                                       2,248,307       2,119,009
                                                                                    --------------- ----------------

Liabilities:
    Administrative Expenses Payable                                                           787              57
                                                                                    --------------- ----------------
         Total Liabilities                                                                    787              57
                                                                                    --------------- ----------------

                  Net Assets Available for Plan Benefits                            $   2,247,520   $   2,118,952
                                                                                    =============== ================
</TABLE>

*Nonparticipant-directed

        The accompanying notes are an integral part of these statements.

                                      -12-
<PAGE>   17

THE GOODYEAR TIRE & RUBBER COMPANY
MASTER TRUST
DECEMBER 30, 1999
--------------------------------------------------------------------------------

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
(Dollars in Thousands)
                                                                                    December 30,
                                                                                         1999
                                                                                ---------------------
<S>                                                                                       <C>
Increase in Assets Available for Plan Benefits:
    Employer Contributions                                                          $      40,248
    Employee Contributions                                                                133,958
                                                                                    ---------------
                                                                                          174,206

    Interest and Dividend Income                                                           64,866
    Net Appreciation in Fair Market Value of Assets                                        60,785
                                                                                    ---------------
                                                                                          125,651
Decrease in Assets Available for Plan Benefits:
    Benefits Paid to Participants or Their Beneficiaries                                  170,771
    Administrative Expenses                                                                   518
                                                                                    ---------------
                                                                                          171,289

Increase in Assets Available for Plan Benefits During Plan Year                           128,568

Net Assets Available for Plan Benefits at Beginning of Plan Year                        2,118,952

Net Assets Available for Plan Benefits at End of Plan Year                          $   2,247,520
                                                                                    ===============
</TABLE>

        The accompanying notes are an integral part of these statements.


                                      -13-
<PAGE>   18

THE GOODYEAR TIRE & RUBBER COMPANY
MASTER TRUST
DECEMBER 30, 1999
--------------------------------------------------------------------------------

7.   MASTER TRUST APPRECIATION/DEPRECIATION:

     During 1999, the master trust's investments appreciated in value by $60,785
     as follows:

     Mutual Funds                             $      247,756
     Common Stock                                   (186,947)
     Other                                               (24)
                                            -------------------

                                              $       60,785
                                            ===================

8.   MASTER TRUST NONPARTICIPANT-DIRECTED INVESTMENTS:

     Information about the significant components of the changes in net assets
     relating to the nonparticipant-directed investments of the master trust is
     as follows:

<TABLE>
<CAPTION>
                                                                                               Year Ended December
                                                                                                     30, 1999
                                                                                               ---------------------
<S>                                                                                              <C>
     Changes in Net Assets:
          Employer Contributions                                                                 $       39,958
          Interest and Dividend Income                                                                   10,610
          Net Depreciation in Fair Market Value of Assets                                              (186,947)
          Benefits Paid to Participants or Their Beneficiaries                                          (24,827)
          Transfers Between Funds                                                                       (23,309)
                                                                                               ---------------------

                                                                                                  $    (184,515)
                                                                                               =====================
</TABLE>

9.   PAYMENT OF BENEFITS:

     Benefits are recorded when paid. At December 30, 1999, $96,000 of benefit
     payments were not yet paid to participants and are therefore not recorded
     as a liability in accordance with ERISA guidelines.

                                      -14-


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