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 31, 1999

                         COMMISSION FILE NUMBER: 1-1927

                                   ----------


                       THE GOODYEAR TIRE & RUBBER COMPANY
                   EMPLOYEE SAVINGS PLAN FOR HOURLY 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 HOURLY 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 Hourly Employees for the fiscal year ended December 31, 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. SECOND AMENDMENT TO THE PLAN. Second Amendment to The
Goodyear Tire & Rubber Company Employee Savings Plan for Hourly Employees
(January 1, 1997 Restatement), effective June 1, 2000.

         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. 33-65181 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 HOURLY 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 HOURLY EMPLOYEES

                                    * * * * *


                              FINANCIAL STATEMENTS

                                DECEMBER 31, 1999


<PAGE>   4




THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR HOURLY EMPLOYEES
FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998


<PAGE>   5





THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR HOURLY EMPLOYEES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998

-----------------------------------------------------------------------------




                                                                         PAGE
                                                                         ----

Report of Independent Accountants                                         2

Financial Statements:

   Statement of Net Assets Available for Plan Benefits at                 3
   December 31, 1999 and 1998

   Statement of Changes in Net Assets Available for Plan                  3
   Benefits for the Year Ended December 31, 1999

   Notes to Financial Statements                                         4-13



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 Hourly
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 Hourly Employees (the "Plan") (sponsored by The
Goodyear Tire & Rubber Company) at December 31, 1999 and 1998, and the changes
in net assets available for benefits for the year ended December 31, 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 HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998

------------------------------------------------------------------------------

STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

===============================================================================


<TABLE>
<CAPTION>
(Dollars in Thousands)                                                                        December 31,
                                                                                      ------------------------------
                                                                                         1999            1998
                                                                                    --------------- ----------------
<S>                                                                                 <C>             <C>
Plan's Interest in Master Trust Representing Total Net Assets
Available for Plan Benefits                                                         $      43,857   $      40,583
                                                                                    =============== ================
</TABLE>


STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS

===============================================================================

<TABLE>
<CAPTION>
(Dollars in Thousands)                                                                     Year Ended
                                                                                       December 31, 1999
                                                                                       -------------------
<S>                                                                                    <C>
Increase in Assets Available for Plan Benefits:
    Employer Contributions                                                             $            685
    Employee Contributions                                                                        2,406
                                                                                       -------------------
                                                                                                  3,091

    Investment Income from Plan's Interest in Master Trust                                        2,728

Decrease in Assets Available for Plan Benefits:
    Benefits Paid to Participants or Their Beneficiaries                                          1,992
    Administrative Expenses                                                                          10
    Transfers Between Plans                                                                         543
                                                                                       -------------------
                                                                                                  2,545

Increase in Assets Available for Plan Benefits During the Plan Year                               3,274

Net Assets Available for Plan Benefits at Beginning of Plan Year                                 40,583
                                                                                       -------------------

Net Assets Available for Plan Benefits at End of Plan Year                             $         43,857
                                                                                       ===================
</TABLE>




       The accompanying notes are an integral part of these statements.

                                      -3-
<PAGE>   8


THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLANS FOR HOURLY EMPLOYEES
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998

-------------------------------------------------------------------------------


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     BASIS OF ACCOUNTING

     The accounts of The Goodyear Tire & Rubber Company Employee Savings Plan
     for Hourly 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.

     TRUST ASSETS

     Savings plans sponsored by The Goodyear Tire & Rubber Company and certain
     subsidiaries (the "Company") maintain their assets in a master trust
     administered by the Trustee. At December 31, 1999 and 1998, the Company
     sponsored five 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 31, 1999 and 1998, the Plan's undivided interest in the master
     trust was 1.9%.

     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.

     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.

                                      -4-
<PAGE>   9
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLANS FOR HOURLY EMPLOYEES
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998

-------------------------------------------------------------------------------

     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 hourly 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 503 employees (497 in 1998) of the Company were
     eligible with approximately 419 employees (422 in 1998) participating in
     the Plan.

     VESTING

     Employee contributions are fully vested. Employer matching contributions
     become vested after the participant has completed four years of continuous
     service with the Company.

                                      -5-


<PAGE>   10

THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLANS FOR HOURLY EMPLOYEES
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998

-------------------------------------------------------------------------------

     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 in 1999 and
     1998.

     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

                                      -6-
<PAGE>   11
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLANS FOR HOURLY EMPLOYEES
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998

-------------------------------------------------------------------------------

         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.

     -   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.

                                      -7-
<PAGE>   12
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLANS FOR HOURLY EMPLOYEES
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998

-------------------------------------------------------------------------------

     -   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.

     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.

     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.

                                      -8-
<PAGE>   13
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLANS FOR HOURLY EMPLOYEES
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998

-------------------------------------------------------------------------------

     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, the Plan had no forfeiture
     credits. In 1998, the Plan had forfeiture credits of $524.

     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 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 are 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.

                                      -9-
<PAGE>   14
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLANS FOR HOURLY EMPLOYEES
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998

-------------------------------------------------------------------------------

     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:

     The IRS advised on May 22, 1995 that the Plan is qualified in accordance
     with the appropriate sections of the Internal Revenue Code, and the trust
     established with the Plan constitutes a qualified trust and is therefore
     exempt from federal income taxes. The plan administrator does not
     anticipate that changes in the Plan or other events occurring after the
     receipt of the IRS ruling will affect the qualification of the Plan or the
     tax exempt status of the Trust.

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 11 through 13 of these financial statements which set forth the
     financial data of the master trust.

                                      -10-
<PAGE>   15


THE GOODYEAR TIRE & RUBBER COMPANY
MASTER TRUST
DECEMBER 31, 1999 AND 1998

------------------------------------------------------------------------------


STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(Dollars in Thousands)                                                                        December 31,
                                                                                         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
                                                                                    =============== ================

*Nonparticipant-directed

</TABLE>

        The accompanying notes are an integral part of these statements.

                                     -11-
<PAGE>   16


THE GOODYEAR TIRE & RUBBER COMPANY
MASTER TRUST
DECEMBER 31, 1999

-------------------------------------------------------------------------------


STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS

------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(Dollars in Thousands)
                                                                                    December 31,
                                                                                         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.

                                      -12-
<PAGE>   17


THE GOODYEAR TIRE & RUBBER COMPANY
MASTER TRUST
DECEMBER 31, 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
                                                                                         31, 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 31, 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.

                                      -13-


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