ITEM 1. Not applicable. | ||||||||
ITEM 2. Not applicable. | ||||||||
ITEM 3. Not applicable. | ||||||||
ITEM 4. FINANCIAL STATEMENTS OF THE PLAN | ||||||||
EXHIBITS. | ||||||||
SIGNATURES | ||||||||
EX-23.1 |
THE GOODYEAR TIRE & RUBBER COMPANY | ||||||
Plan Administrator of THE GOODYEAR TIRE & RUBBER COMPANY SAVINGS PLAN FOR RETAIL EMPLOYEES | ||||||
June 27, 2008
|
By: | /s/ Damon Audia | ||||
Damon Audia, Vice President and Treasurer |
Page | ||||
Report of Independent Registered Public Accounting Firm |
2 | |||
Financial Statements: |
||||
Statements of Net Assets Available for Benefits at December
31, 2007 and April 1, 2007 |
3 | |||
Statement of Changes in Net Assets Available for Benefits
for the Period of Inception (April 1, 2007) to December 31,
2007 |
3 | |||
Notes to Financial Statements |
4-14 | |||
Supplemental Information |
||||
Schedule
of Assets (Held at End of Year) |
Schedule I |
Note:
|
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. |
2
December 31, | April 1, | |||||||
(Dollars in Thousands) | 2007 | 2007 | ||||||
Plans Interest in Commingled Trust at fair value |
$ | 105,318 | $ | | ||||
Participant Loans |
4,981 | | ||||||
Contribution Receivable Employee |
145 | | ||||||
Contribution Receivable Employer |
6 | | ||||||
Net Assets Available for Benefits at fair value |
110,450 | | ||||||
Adjustment from Fair Value to Contract Value for
Fully Benefit-Responsive Investment Contracts |
(547 | ) | | |||||
Net Assets Available for Benefits |
$ | 109,903 | $ | | ||||
Period of Inception | ||||
(April 1, 2007) to | ||||
(Dollars in Thousands) | December 31, 2007 | |||
Contributions: |
||||
Employer |
$ | 200 | ||
Employee |
4,402 | |||
Total Contributions |
4,602 | |||
Deductions: |
||||
Benefits Paid to Participants or Their Beneficiaries |
(3,510 | ) | ||
Interest From Participant Loans |
267 | |||
Net Investment Gain from Plans Interest in Commingled Trust |
2,104 | |||
Transfer from The Goodyear Tire & Rubber Company Employee Savings
Plan for Salaried Employees |
106,440 | |||
Net Increase in Net Assets Available for Benefits During the Period |
109,903 | |||
Net Assets Available for Benefits at Beginning of Period |
| |||
Net Assets Available for Benefits at End of Period |
$ | 109,903 | ||
- 3 -
1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | |
Basis of Accounting | ||
The accounts of The Goodyear Tire & Rubber Company Savings Plan for Retail Employees (the Plan) are maintained on the accrual basis of accounting and in accordance with The Northern Trust Company (the Trustee) Trust Agreement. | ||
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 three savings plans at December 31, 2007 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 period 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. | ||
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- |
4
5
a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. | ||
Plan management is currently evaluating the impact the adoption of SFAS No. 157 will have on the Plans financial statements. | ||
2. | GENERAL DESCRIPTION AND OPERATION OF THE PLAN: | |
Inception | ||
The Plan is a defined contribution plan, which became effective April 1, 2007. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Participants of the Plan were previously covered by The Goodyear Tire & Rubber Company Employee Savings Plan for Salaried Employees (the Salaried Plan). The Plan was created pursuant to a spin-off from the Salaried Plan, which was originally effective July 1, 1984. In connection with the spin-off of the Plan, $106,440,363 was transferred to the Plan from the Salaried Plan. | ||
Eligibility | ||
Salaried employees of retail store locations of the Company who were participants under the Salaried Plan immediately prior to April 1, 2007 are participants under this plan on and after that date. All other eligible employees will become eligible to participate in the Plan as of the first enrollment date after completing one year of continuous service with the Company. | ||
Vesting | ||
Employee contributions are fully vested. Employer contributions are vested after the participant has completed two years of continuous service with the Company, provided the employee terminates employment with the Company under certain conditions specified in the Plan document. | ||
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 |
6
| Attain the age of 591/2, or | ||
| Qualify for a financial hardship. |
7
8
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 Daily S&P 500 Index Stock Equity Fund. | ||
JP Morgan Investment Management Inc. serves as the fund manager for 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 2007, the price per share of Goodyear common stock on The New York Stock Exchange composite transactions ranged from $21.40 to $36.90. The closing price per share of Goodyear common stock on The New York Stock Exchange was $28.22 at December 31, 2007. 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 is within an employee stock ownership plan (ESOP). | ||
4. | TAX STATUS OF PLAN: | |
The Plan is currently in the process of completing an application for a 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. | ||
5. | LITIGATION: | |
Following the announcement of a restatement of the Companys financial statements in October 2003, several lawsuits were filed in the U.S. District Court for the Northern District of Ohio against the Company and current and/or former officers, directors and associates of the Company asserting breach of fiduciary duty claims under ERISA on behalf of a putative class of participants in The Goodyear Tire & Rubber Company Employee Savings Plan for Bargaining Unit Employees and the Salaried Plan. All of these actions were consolidated into a separate action in the U. S. District Court for the Northern District of Ohio. In July 2006, the Court denied the defendants motion to dismiss the breach of fiduciary duty claims |
9
6. | RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 | |
The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2007 to the Form 5500: |
December 31, | ||||
(Dollars in Thousands) | 2007 | |||
Net Assets Available for Benefits per the Financial Statements |
$ | 109,903 | ||
Amount for adjustment from fair value to contract value for
fully benefit-responsive investment contracts |
547 | |||
Amounts Allocated to Withdrawing Participants |
(2 | ) | ||
Net Assets Available for Benefits per the Form 5500 |
$ | 110,448 | ||
Period Ended | ||||
December 31, | ||||
(Dollars in Thousands) | 2007 | |||
Benefits Paid to Participants per the Financial Statements |
$ | 3,510 | ||
Add: Amounts Allocated to Withdrawing Participants at
December 31, 2007 |
2 | |||
Benefits Paid to Participants per the Form 5500 |
$ | 3,512 | ||
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 for the period ended December 31, 2007 to the Form 5500: |
10
Period Ended | ||||
December 31, | ||||
(Dollars in Thousands) | 2007 | |||
Net Investment Gain from Plans Interest in Commingled Trust
per the Financial Statements |
$ | 2,104 | ||
Impact of reflecting fully benefit-responsive investment
contracts at fair value at December 31, 2007 |
547 | |||
Net Investment Gain from Plans Interest in Commingled Trust
per the Form 5500 |
$ | 2,651 | ||
Fully benefit-responsive investment contracts are recorded at fair value on the Form 5500. | ||
7. | 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, 2007, the Plans interest in the net assets of the Commingled Trust was approximately 5.3%. The Commingled Trust assets are held by the Trustee. |
11
December 31, | ||||
(Dollars in Thousands) | 2007 | |||
Investments: |
||||
Common Collective Trusts |
||||
JP Morgan Value Opportunities Fund |
$ | 71,850 | ||
NTGI-QM
Daily S & P 500 Equity Index Fund |
414,998 | |||
JPMCB EAFE Plus Fund |
157,902 | |||
Short-Term Investments |
28,269 | |||
Mutual Funds |
||||
Western Asset Core Plus Bond Fund Inst. Class Fund |
18,750 | |||
Vanguard Target Retirement Income Fund |
2,099 | |||
Vanguard Target Retirement 2005 Fund |
19,449 | |||
Vanguard Target Retirement 2015 Fund |
17,587 | |||
Vanguard Target Retirement 2025 Fund |
60,100 | |||
Vanguard Target Retirement 2035 Fund |
10,961 | |||
Vanguard Target Retirement 2045 Fund |
39,825 | |||
Wellington Management Growth Fund |
55,798 | |||
Artisan Small Capitalization Growth Fund |
68,157 | |||
RS Partners Small Capitalization Value Fund |
14,585 | |||
Charles Schwab Self Directed Account |
32,776 | |||
Common Stock of The Goodyear Tire & Rubber Company |
215,030 | |||
Investment Contracts (See Note 8) |
747,277 | |||
Total Investments |
1,975,413 | |||
Receivables: |
||||
Pending Trades |
3,433 | |||
Accrued Interest and Dividends |
201 | |||
Total Assets Available for Benefits |
1,979,047 | |||
Liabilities: |
||||
Administrative Expenses Payable |
(1,613 | ) | ||
Total Liabilities |
(1,613 | ) | ||
Net Assets Available for Benefits |
$ | 1,977,434 | ||
12
Year Ended | ||||
December 31, | ||||
(Dollars in Thousands) | 2007 | |||
Net Appreciation in Fair Value of Investments: |
||||
Common Collective Trust |
$ | 40,437 | ||
Mutual Funds |
18,851 | |||
Common Stock |
74,465 | |||
Self Directed Funds Mutual Funds |
2,519 | |||
136,272 | ||||
Interest and dividends |
43,918 | |||
Investment Gain from Plans Interest in Master Trust |
$ | 180,190 | ||
Administrative Expenses |
(5,517 | ) | ||
Net Investment Income |
$ | 174,673 | ||
8. | INVESTMENT CONTRACTS | |
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 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 |
13
Year Ended December 31, 2007 | ||||
Average yields: |
||||
Based on actual earnings |
5.1 | % | ||
Based on interest rate credited to participants |
4.7 | % |
14
(a) | (b) | (c) | (d) | (e) | ||||||||||||
Description of investment | ||||||||||||||||
Identity of issue,borrower | Including maturity date, rate of interest, | |||||||||||||||
lessor or similar party | collateral par, or maturity value | Cost | Current Value | |||||||||||||
Participant Loans | 5.0% - 9.25 | % | $ | | $ | 4,981,022 |