GOODYEAR TIRE & RUBBER COMPANY 11-K
UNITED STATES
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, 2006
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 Issuers Principal Executive Office)
TABLE OF CONTENTS
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 (the Plan) as of December 31,
2006 and 2005 and for the fiscal year ended December 31, 2006, together
with the report of Bober, Markey, Fedorovich & Company, independent registered public accounting
firm, 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 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. The Plan
is subject to the requirements of the Employee Retirement Income Security Act of 1974 (ERISA).
EXHIBITS.
EXHIBIT 23.1 Consent of Bober, Markey, Fedorovich & Company, independent registered public
accounting firm.
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.
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THE GOODYEAR TIRE & RUBBER COMPANY
Plan Administrator of THE GOODYEAR TIRE &
RUBBER COMPANY EMPLOYEE SAVINGS PLAN
FOR SALARIED EMPLOYEES
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Dated: June 29, 2007 |
By: |
/s/ Damon Audia |
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Damon Audia, Vice President and Treasurer |
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ANNEX A
TO
Form 11-K
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
* * * * *
FINANCIAL STATEMENTS
DECEMBER 31, 2006
The Goodyear Tire & Rubber Company
Employee Savings Plan
For Salaried Employees
Financial Statements
December 31, 2006 and 2005
The Goodyear Tire & Rubber Company
Employee Savings Plan For Salaried Employees
Index To Financial Statements
December 31, 2006 and 2005
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Report of Independent Registered Public Accounting Firm |
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2 |
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Financial Statements: |
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Statements of Net Assets Available for Benefits at December
31, 2006 and 2005 |
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3 |
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Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2006 |
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3 |
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Notes to Financial Statements |
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4-14 |
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Supplemental Information
Schedule of Assets (Held at End of Year) |
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Schedule I |
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Note:
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Certain schedules required by the Department of Labors 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. |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of
The Goodyear Tire & Rubber Company Employee Savings Plan for
Salaried Employees
Akron, Ohio
We have audited the accompanying statements of net assets available for benefits of The Goodyear
Tire & Rubber Company Employee Savings Plan for Salaried Employees (the Plan) as of December 31,
2006 and 2005, and the related statement of changes in net assets available for benefits for the
year ended December 31, 2006. These financial statements are the responsibility of the Plans
management. Our responsibility is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audits 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of The Goodyear Tire & Rubber Company Employee
Savings Plan for Salaried Employees as of December 31, 2006 and 2005 and the changes in its net
assets available for benefits for the year ended December 31, 2006 in conformity with accounting
principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31,
2006, is presented for the purpose of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental information is the responsibility of the Plans management. The
supplemental information has been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ Bober, Markey, Fedorovich & Company
BOBER, MARKEY, FEDOROVICH & COMPANY
Akron, Ohio
June 29, 2007
2
The Goodyear Tire & Rubber Company
Employee Savings Plan for Salaried Employees
December 31, 2006 and 2005
Statements of Net Assets Available for Benefits
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December 31, 2006 |
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December 31, 2005 |
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(Dollars in Thousands) |
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Plans Interest in Commingled Trust at fair value |
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$ |
1,338,657 |
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$ |
1,297,551 |
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Participant Loans |
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36,659 |
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39,155 |
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Contribution Receivable Employer |
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154 |
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Contribution Receivable Employee |
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1,863 |
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Net Assets Available for Benefits at fair value |
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1,377,333 |
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1,336,706 |
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Adjustment from Fair Value to Contract Value for
Fully Benefit-Responsive Investment Contracts |
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3,445 |
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945 |
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Net Assets Available for Benefits |
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$ |
1,380,778 |
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$ |
1,337,651 |
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Statement of
Changes in Net Assets Available for Benefits |
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Year Ended |
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(Dollars in Thousands) |
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December 31, 2006 |
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Contributions: |
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Employer |
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$ |
2,493 |
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Employee |
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67,428 |
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Total Contributions |
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69,921 |
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Deductions: |
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Benefits Paid to Participants or Their Beneficiaries |
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(154,015 |
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Interest From Participant Loans |
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2,335 |
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Net Investment Gain from Plans Interest in Commingled Trust |
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124,886 |
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Net Increase in Net Assets Available for Benefits During the Year |
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43,127 |
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Net Assets Available for Benefits at Beginning of Year |
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1,337,651 |
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Net Assets Available for Benefits at End of Year |
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$ |
1,380,778 |
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The accompanying notes are an integral part of these statements.
-3-
The Goodyear Tire & Rubber Company
Employee Savings Plan for Salaried Employees
December 31, 2006 and 2005
1. |
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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 is a Calendar year.
Trust Assets
Certain savings plans sponsored by The Goodyear Tire & Rubber Company and certain subsidiaries
(the Company) maintain their assets in a master trust entitled The Goodyear Tire & Rubber
Company Commingled Trust (the Commingled Trust) administered by the Trustee. The Company
sponsored two savings plans at December 31, 2006 and 2005 that participate in the Commingled
Trust. The Plans undivided interest in the Commingled Trust is presented in the accompanying
financial statements in accordance with the allocation made by the Trustee.
Recordkeeper
JP Morgan Retirement Plan Services, LLC is the recordkeeper of the Plan.
Asset Valuation and Income Recognition
The majority of the assets of the Plan are valued at fair market value. The fair value of the
Plans interest in the Commingled Trust is based on the beginning of the year value in the trust
plus actual contributions and allocated investment income less actual distributions and
allocated administrative expenses. Investments in the Goodyear Stock Fund are valued at the
last reported sales price on the last business day of the Plan year. If no sales were reported
on that date, the shares are valued at the last bid price. Investments in mutual funds are
valued at the net asset value of shares held by the Commingled Trust at year end. Investments
in commingled funds are valued at fair value, as determined by the fund manager. Investments in
the self directed account are valued at fair value, based on the underlying investments in the
account. Participant loans are valued at their outstanding balances, which approximate fair
value. Investment income and administrative expenses relating to the Commingled Trust are
allocated on a daily basis to the Plan based on the Plans value in each applicable fund within
the Commingled Trust.
-4-
The Goodyear Tire & Rubber Company
Employee Savings Plan for Salaried Employees
December 31, 2006 and 2005
As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP
94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment
Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and
Welfare and Pension Plans (the FSP), investment contracts held by a defined-contribution plan
are required to be reported at fair value. However, contract value is the relevant measurement
attribute for that portion of the net assets available for benefits of a defined-contribution
plan attributable to fully benefit-responsive investment contracts because contract value is the
amount participants would receive if they were to initiate permitted transactions under the
terms of the plan. As required by the FSP, the Statements of Net Assets Available for Benefits
presents the fair value of the investment contracts held in the Stable Value fund of the
Commingled Trust as well as the adjustment of the fully benefit-responsive investment contracts
from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits
is prepared on a contract value basis.
Purchases of securities are recorded on the trade date basis. Dividend income is recorded on
the ex-dividend date. Interest income in recorded on the accrual basis.
Concentration of Credit Risk
The Stable Value Fund of the Commingled Trust 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 (See Note 9).
The Goodyear Stock Fund invests primarily in the Common Stock of the Company. Significant
changes in the price of Goodyear Stock can result in significant changes in the Net Assets
Available for Benefits.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America 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.
Risk and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various
risks such as interest rate, market, and credit risk. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could materially
affect participants account balances and the amounts reported in the Statements of Net Assets
Available for Benefits.
-5-
The Goodyear Tire & Rubber Company
Employee Savings Plan for Salaried Employees
December 31, 2006 and 2005
Reclassification
For comparability, certain amounts in the 2005 financial statements have been reclassified to
conform to the 2006 financial statement presentation.
2. |
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GENERAL DESCRIPTION AND OPERATION OF THE PLAN: |
Inception
The Plan is a defined contribution plan, which became effective July 1, 1984.
Eligibility
All salaried, hourly, and U.S. expatriate salaried employees, including officers, 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. Effective November 1, 2005, newly eligible
employees are automatically enrolled at 3% of compensation for the employee deferral, unless the
employee elects otherwise.
Vesting
Employee contributions are fully vested. Employer contributions become vested after the
participant has completed three years of continuous service with the Company.
Contributions
Eligible employees may elect to contribute any whole percent from 1% to 50% of earnings,
including wages, bonuses, commissions, overtime and vacation pay into the Plan. In addition,
the Plan permits catch-up contributions by participants who have attained age 50 by December 31
of each year subject to certain limitations under the Internal Revenue Code. Participating
employees may elect to have their contributions invested in any of the funds available for
employees at the time of their contributions. 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. The change will become effective as
soon as administratively possible after participant makes it. Employees may transfer amounts
attributable to employee contributions from one fund to the other on a daily basis. Employees
may suspend their contributions at any time effective immediately.
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
-6-
The Goodyear Tire & Rubber Company
Employee Savings Plan for Salaried Employees
December 31, 2006 and 2005
employer contributions for each year. For 2006, Employer Matching Contributions were suspended.
Any participant who has a vested interest in the Goodyear Stock Fund attributable to Matching
Employer Contributions (or a Beneficiary with respect to any such participant) may elect at any
time to transfer all or a portion of the vested interest to another investment fund.
Effective January 1, 2005, all salaried new hires and eligible employees at specified locations
are eligible for a company funded contribution. This retirement contribution is not an
employer matching contribution. It is not dependent on an employee contribution. The
contribution is 5% of compensation up to the Social Security Wage Base and 11.8% for
compensation above the Social Security Base not to exceed the IRS determined compensation
limit. The employee can elect to invest this contribution in any of the investment options
available for employee contributions.
Participant Accounts
A variety of funds have been established for each participant in the Plan. All accounts are
valued daily by the Trustee.
Interest and dividends (in non Goodyear Stocks) are automatically reinvested in each
participants respective accounts and reflected in the unit value of the fund which affects the
value of the participants accounts.
Under the Employee Stock Ownership Plan (the ESOP), participants may elect to receive in cash
dividends on the Goodyear stock held in their employer match account. Such election results in
a distribution to the participant. For the year ended December 31, 2006 there were no dividends
paid on the Goodyear stock held.
Plan Withdrawals and Distributions
Participants may withdraw vested amounts from their accounts if they:
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Attain the age of 591/2, or |
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Qualify for a 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 6 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 plan expenses and future contributions by the Company.
-7-
The Goodyear Tire & Rubber Company
Employee Savings Plan for Salaried Employees
December 31, 2006 and 2005
For the years December 31, 2006 and 2005, the Plan had forfeiture credits in the amounts of
$17,444 and $78,914, respectively.
Participant Loans
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
participants vested account balance. Participants may have up to two loans outstanding at any
time. The interest rate charged will be a fixed rate that will be established at the time of
the loan application based on prime plus one (9.25% and 8.25% at December 31, 2006 and 2005,
respectively).
Loan repayments, with interest, are made through payroll deductions. If a loan is not repaid
when due, the loan balance is treated as a taxable distribution from the Plan.
Rollovers
Employees, Plan participants, or former Plan participants may 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 Commingled
Trust. The payment of Trustees 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, and recordkeeping services are paid from such Funds which reduce the investment return
reported and credited to participant accounts.
The JPMorgan Personal Asset Manager Program was made available to participants as of
August 1, 2005. This program provides personalized portfolio management for participants who
wish to delegate investment decisions about fund choices within the Plan to a professional
manager. Participation in the program is paid solely by those participants electing to enroll.
The expense 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.
-8-
The Goodyear Tire & Rubber Company
Employee Savings Plan for Salaried Employees
December 31, 2006 and 2005
3. |
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RELATED PARTY TRANSACTIONS: |
The Trustee serves as the fund manager of the S&P 500 Index Stock Equity Fund.
JP Morgan Investment Management Inc. serves as the fund manager of the Large Capitalization
Value Fund and the International Equity Fund.
The Goodyear Stock Fund is designed primarily for investment in common stock of the Company,
except for short-term investments needed for Plan operations. During 2006 the price per share
of Goodyear common stock on The New York Stock Exchange composite transactions ranged from $9.75
to $21.35. The closing price per share of Goodyear common stock on The New York Stock Exchange
was $20.99 at December 29, 2006 ($17.38 at December 30, 2005). The common stock of The Goodyear
Tire & Rubber Company and a Short-Term Investments Fund are the current investments of this
fund. The portion of this fund related to employer contributions was converted to an employee
stock ownership plan (ESOP).
The Internal Revenue Service has determined and informed the Company by a letter dated July 24,
2003 that the Plan is qualified and the trust established for the Plan is exempt from Federal
Income Tax under the appropriate Sections of the Internal Revenue
Code. The Plan has been
amended since receiving the determination letter. However, the Company and the Plans tax
counsel believe the Plan is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes
has been included in the Plans financial statements.
Following the announcement of a restatement of the Companys financial statements in October
2003, a number of purported class action lawsuits were filed against the Company in the United
States District Court for the Northern District of Ohio on behalf of purchasers of Company
common stock alleging violations of the federal securities laws. These lawsuits alleged, among
other things, that the Company and the other named defendants violated federal securities laws
by artificially inflating and maintaining the market price of the Companys securities. Several
derivative lawsuits were also filed by purported shareholders on behalf of the Company in the
United States District Court for the Northern District of Ohio. The derivative actions alleged,
among other things, breach of fiduciary duty and corporate waste arising out of the same events
and circumstances upon which the securities class actions were based. Finally, several lawsuits
were filed in the United States District Court for the Northern District of Ohio against the
Company, the Trustee, and current and/or former officers of the Company asserting breach of
fiduciary claims under the Employee Retirement Income Security Act (ERISA) on behalf of a
putative class of participants in The Goodyear Tire & Rubber
Company Employee Savings Plan for Bargaining Unit Employees
and the Plan. Certain
-9-
The Goodyear Tire & Rubber Company
Employee Savings Plan for Salaried Employees
December 31, 2006 and 2005
current and former directors and associates of the Company have since been added as defendants
and the Trustee was subsequently dismissed without prejudice from this action. The plaintiffs
claims in the ERISA actions arise out of the same events and circumstances upon which the
securities class actions and derivative actions were based. All of these actions were
consolidated into three separate actions in the United States District Court for the Northern
District of Ohio. In 2004, the defendants filed motions to dismiss all three of the consolidated
actions. The Court granted the Companys motions to dismiss the purported securities class
action and derivative actions in March 2006 and January 2007, respectively. In July 2006, the
Court denied the defendants motion to dismiss the breach of
fiduciary claims under ERISA. Although the Company continues to
believe the claims are without merit, the Company has entered into
settlement discussions with the plaintiffs in order to eliminate the
ongoing cost and distraction of the litigation.
Effective April 1, 2007, the Plan was amended to: automatically enroll participants hired after
March 31, 2007 at a default employee contribution rate of 4% of compensation; provide an
employer retirement contribution rate equal to 3% of compensation; and establish an employer matching contribution equal to 50% of
the first 4% of compensation that the employee contributes to the Plan. All participants
effective April 1, 2007 are entitled to elect their employee contributions to be on a pre-tax basis or
as a Roth 401 (k) contribution. Effective December 31, 2007, the Plan was amended such that
employer contributions become vested after the participant has
completed two years of continuous
service with the Company. Effective January 1, 2009, the Plan
was amended, changing the employer retirement contribution rate to an
age and hire date based contribution rate.
In addition, the net assets of participants of the Plan who are employees of a retail store
location will be transferred to The Goodyear Tire & Rubber Company Employee Savings
Plan for Retail Employees, effective April 1, 2007. This transfer of funds from the Plan to The
Goodyear Tire & Rubber Company Employee Savings Plan for Retail Employees amounted to
$106,480,502.
7. |
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RECONCILIATION OF FINANCIAL STATEMENTS TO 5500 |
The following is a reconciliation of net assets available for benefits per the financial
statements at December 31, 2006 and December 31, 2005 to the Form 5500:
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December 31, |
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December 31, |
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(Dollars in Thousands) |
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2006 |
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2005 |
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Net Assets Available for Benefits per the
Financial Statements |
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$ |
1,380,778 |
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$ |
1,337,651 |
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Amount for adjustment from fair value to contract
value for fully benefit-responsive investment
contracts |
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(3,445 |
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Amounts Allocated to Withdrawing Participants |
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(601 |
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(37 |
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Net Assets Available for Benefits per the Form 5500 |
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$ |
1,376,732 |
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$ |
1,337,614 |
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-10-
The Goodyear Tire & Rubber Company
Employee Savings Plan for Salaried Employees
December 31, 2006 and 2005
The following is a reconciliation of benefits paid to participants per the financial statements
for the year ended December 31, 2006 to the Form 5500:
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(Dollars in Thousands) |
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Year Ended |
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December 31, |
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2006 |
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Benefits Paid to Participants per the Financial Statements |
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$ |
154,015 |
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Add: Amounts Allocated to Withdrawing Participants at
December 31, 2006 |
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601 |
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Less: Amounts Allocated to Withdrawing Participants
at December 31, 2005 |
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(37 |
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Benefits Paid to Participants per the Form 5500 |
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$ |
154,579 |
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Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims
that have been processed and approved for payment prior to the plan year end, but not yet paid
as of that date.
The following is a reconciliation of net investment gain from the Plans interest in commingled
trust per the financial statements at December 31, 2006 to the Form 5500:
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(Dollars in Thousands) |
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Year Ended |
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December 31, |
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2006 |
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Net Investment Gain from Plans Interest in Commingled Trust
per the Financial Statements |
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$ |
124,886 |
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Less: Impact of reflecting fully benefit-responsive
investment contracts at fair value at December 31, 2006 |
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(3,445 |
) |
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Net Investment Gain from Plans Interest in Commingled Trust
per the Form 5500 |
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$ |
121,441 |
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Fully benefit-responsive investment contracts are recorded at fair value on the Form 5500.
8. |
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FINANCIAL DATA OF THE COMMINGLED TRUST: |
All the Plans investments except for the participant loans are in the Commingled Trust, which
was established for the investment of assets of the Plan. Each Participating plan has an
undivided interest in the Commingled Trust. At December 31, 2006 and December 31, 2005, the
Plans interest in the net assets of the Commingled Trust was approximately 64.0%
-11-
The Goodyear Tire & Rubber Company
Employee Savings Plan for Salaried Employees
December 31, 2006 and 2005
and 63.2% respectively. The Commingled Trust assets are held by The Northern Trust Company
(Trustee).
The financial data of the Commingled Trust is as follows:
Statements of Net Assets Available for Benefits of the Commingled Trust
|
|
|
|
|
|
|
|
|
(Dollars in Thousands) |
|
December 31, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Investments: |
|
|
|
|
|
|
|
|
Common Collective Trusts |
|
|
|
|
|
|
|
|
U S Active Large Capitalization Value Fund |
|
$ |
74,915 |
|
|
$ |
15,265 |
|
Daily S & P 500 Equity Index Fund |
|
|
468,796 |
|
|
|
419,274 |
|
EAFE Plus Fund |
|
|
151,423 |
|
|
|
76,264 |
|
Short-Term Investments |
|
|
26,450 |
|
|
|
28,930 |
|
|
|
|
|
|
|
|
|
|
Mutual Funds |
|
|
|
|
|
|
|
|
Western Asset Core Plus Bond Fund Inst. Class Fund |
|
|
15,502 |
|
|
|
5,193 |
|
Vanguard Target Retirement Income Fund |
|
|
1,147 |
|
|
|
915 |
|
Vanguard Target Retirement 2005 Fund |
|
|
20,297 |
|
|
|
27,448 |
|
Vanguard Target Retirement 2015 Fund |
|
|
13,167 |
|
|
|
6,492 |
|
Vanguard Target Retirement 2025 Fund |
|
|
63,349 |
|
|
|
68,540 |
|
Vanguard Target Retirement 2035 Fund |
|
|
7,069 |
|
|
|
2,884 |
|
Vanguard Target Retirement 2045 Fund |
|
|
41,559 |
|
|
|
39,381 |
|
American Century Ultra Institutional Class Fund |
|
|
56,995 |
|
|
|
77,133 |
|
Artisan Small Capitalization Growth Fund |
|
|
93,017 |
|
|
|
119,269 |
|
RS Partners Small Capitalization Value Fund |
|
|
17,008 |
|
|
|
9,908 |
|
|
|
|
|
|
|
|
|
|
Charles Schwab Self Directed Account |
|
|
25,973 |
|
|
|
22,204 |
|
Common Stock of The Goodyear Tire & Rubber Company |
|
|
221,441 |
|
|
|
294,533 |
|
Investment Contracts (See Note 9) |
|
|
790,494 |
|
|
|
837,661 |
|
|
|
|
|
|
|
|
Total Investments |
|
|
2,088,602 |
|
|
|
2,051,294 |
|
|
|
|
|
|
|
|
|
|
Receivables: |
|
|
|
|
|
|
|
|
Accrued Interest and Dividends |
|
|
3,252 |
|
|
|
3,343 |
|
|
|
|
|
|
|
|
Total Assets Available for Benefits |
|
|
2,091,854 |
|
|
|
2,054,637 |
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Administrative Expenses Payable |
|
|
(1,282 |
) |
|
|
(548 |
) |
|
|
|
|
|
|
|
Total Liabilities |
|
|
(1,282 |
) |
|
|
(548 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets Available for Benefits |
|
$ |
2,090,572 |
|
|
$ |
2,054,089 |
|
|
|
|
|
|
|
|
-12-
The Goodyear Tire & Rubber Company
Employee Savings Plan for Salaried Employees
December 31, 2006 and 2005
COMMINGLED TRUST INVESTMENT INCOME:
Net Investment income for the Commingled Trust is as follows:
|
|
|
|
|
(Dollars in Thousands) |
|
Year Ended |
|
|
|
December 31, |
|
|
|
2006 |
|
Net Appreciation in Fair Value of Investments: |
|
|
|
|
Common Collective Trust |
|
$ |
100,476 |
|
Mutual Funds |
|
|
21,019 |
|
Common Stock |
|
|
29,040 |
|
Self Directed Funds Mutual Funds |
|
|
3,449 |
|
|
|
|
|
|
|
|
153,984 |
|
|
|
|
|
|
Interest and dividends |
|
|
38,035 |
|
|
|
|
|
Investment Gain from Plans Interest in Master Trust |
|
|
192,019 |
|
Administrative Expenses |
|
|
(3,272 |
) |
|
|
|
|
Net Investment Income |
|
$ |
188,747 |
|
|
|
|
|
The Commingled Trust invests in The Goodyear Tire & Rubber Company Employee Savings Plan Stable
Value Fund (Stable Value Fund) which has entered into benefit-responsive guaranteed investment
contracts and wrapper contracts with various insurance companies. The insurance companies
maintain the contributions in general accounts. The accounts are credited with earnings on the
underlying investments and charged for participant withdrawals and administrative expenses.
As described in Note 1, because the guaranteed investment contracts held by the Commingled Trust
are fully benefit-responsive, contract value is the relevant measurement attribute for that
portion of the net assets available for benefits attributable to the guaranteed investment
contracts. Contract value, as reported to the Commingled Trust by the manager of the Stable
Value Fund, represents contributions made under the contract, plus earnings, less participant
withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or
transfer of all or a portion of their investment at contract value.
There are no reserves against contract value for credit risk of the contract issuers or
otherwise. The crediting interest rate is based on a formula agreed upon with the issuers.
The Stable Value Fund has purchased wrapper contracts from the insurance companies. The wrapper
contracts amortize the realized and unrealized gains and losses on the underlying
-13-
The Goodyear Tire & Rubber Company
Employee Savings Plan for Salaried Employees
December 31, 2006 and 2005
fixed income investments, typically over the duration of the investments, through adjustments to
the future interest crediting rate (which is the rate earned by participants in the fund for
underlying investments). The issuers of the wrapper contracts provide assurance that the
adjustments to the interest crediting rate do not result in a future interest crediting rate
that is less than zero.
Certain events limit the ability of the Plan to transact at contract value with the issuer.
These events include termination of the Plan, a material adverse change to the provisions of the
Plan, if the Commingled Trust elects to withdraw from a wrapper contract in order to switch to a
different investment provider, or if the terms of a successor plan (in the event of the spin-off
or sale of a division) do not meet the wrapper contract issuers underwriting criteria for
issuance of a clone wrapper contract. The events described above that could result in the
payment of benefits at market value rather than contract value are not probable of occurring in
the foreseeable future.
The wrapper contracts do not permit the issuers to terminate the contracts unless the Plan loses
it qualified status, has incurred material breaches of responsibilities, or material and adverse
changes occur to the provisions of the Plan.
|
|
|
|
|
Year Ended |
Average yields: |
|
December 31, 2006 |
Based on actual earnings
|
|
5.1 % |
Based on interest rate credited to participants
|
|
5.0 % |
-14-
|
|
|
The Goodyear Tire & Rubber Company
|
|
Schedule I |
Employee Savings Plan for Salaried Employees |
|
|
Schedule H, line 4i Schedule of Assets (Held at End of Year) December 31, 2006 |
|
|
Employer Identification Number: 34-0253240, Plan Number: 004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b) Identity of issue, borrower
|
|
(c) Description of investment
|
|
(d) Cost
|
|
(e) Current Value
|
|
|
lessor or similar party
|
|
Including maturity date, rate of interest, |
|
|
|
|
|
|
|
|
|
|
collateral par, or maturity value |
|
|
|
|
|
|
|
|
|
Participant Loans
|
|
5.0% 10.5%
|
|
$
|
|
$ |
36,658,557 |
|
Note: This schedule excludes the Plans interest in the Commingled Trust, which is not required to be reported on the schedule pursuant to the Department of
Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.