-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V5u1rp3TwLJBZCCquQ39046EwHySnePqdMvfE2xWe9dN2spMfnMWgyzZohmefa8P jvJIom4R5PEPnQbmwew0cQ== 0000950152-01-502868.txt : 20010628 0000950152-01-502868.hdr.sgml : 20010628 ACCESSION NUMBER: 0000950152-01-502868 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOODYEAR TIRE & RUBBER CO /OH/ CENTRAL INDEX KEY: 0000042582 STANDARD INDUSTRIAL CLASSIFICATION: TIRES AND INNER TUBES [3011] IRS NUMBER: 340253240 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-01927 FILM NUMBER: 1668525 BUSINESS ADDRESS: STREET 1: 1144 E MARKET ST CITY: AKRON STATE: OH ZIP: 44316 BUSINESS PHONE: 2167962121 MAIL ADDRESS: STREET 1: 1144 E MARKET ST CITY: AKRON STATE: OH ZIP: 44316 11-K 1 l89078ae11-k.txt THE GOODYEAR TIRE AND RUBBER COMPANY FORM 11-K 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, 2000 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) 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, 2000 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), dated December 21, 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, 2001 By: /s/ Stephanie W. Bergeron ------------------------------------- Stephanie W. Bergeron, Vice President and Treasurer 1 3 ANNEX A TO FORM 11-K THE GOODYEAR TIRE & RUBBER COMPANY EMPLOYEE SAVINGS PLAN FOR HOURLY EMPLOYEES * * * * * FINANCIAL STATEMENTS DECEMBER 31, 2000 4 [PRICEWATERHOUSECOOPERS LOGO] THE GOODYEAR TIRE & RUBBER COMPANY EMPLOYEE SAVINGS PLAN FOR HOURLY EMPLOYEES FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 5 THE GOODYEAR TIRE & RUBBER COMPANY EMPLOYEE SAVINGS PLAN FOR HOURLY EMPLOYEES INDEX TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- PAGE ---- Report of Independent Accountants 2 Financial Statements: Statement of Net Assets Available for Plan Benefits at 3 December 31, 2000 and 1999 Statement of Changes in Net Assets Available for Plan 3 Benefits for the Year Ended December 31, 2000 Notes to Financial Statements 4-15 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. 6 [PRICEWATERHOUSECOOPERS LOGO] - -------------------------------------------------------------------------------- PricewaterhouseCoopers LLP BP Tower 200 Public Square 27th Floor Cleveland, OH 44114-2301 Telephone (216) 875-3000 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, 2000 and 1999, and the changes in net assets available for benefits for the year ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. 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 of America, 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 June 25, 2001 7 THE GOODYEAR TIRE & RUBBER COMPANY EMPLOYEE SAVINGS PLAN FOR HOURLY EMPLOYEES DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS - --------------------------------------------------------------------------------
(Dollars in Thousands) December 31, -------------------------------- 2000 1999 --------------- ---------------- Plan's Interest in Master Trust Representing Total Net Assets Available for Plan Benefits $ 41,913 $ 43,857 =============== ================
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS - --------------------------------------------------------------------------------
(Dollars in Thousands) Year Ended December 31, 2000 ------------------- Increase in Assets Available for Plan Benefits: Employer Contributions $ 724 Employee Contributions 2,606 ------------------- 3,330 Decrease in Assets Available for Plan Benefits: Benefits Paid to Participants or Their Beneficiaries 2,125 Administrative Expenses 14 Transfers Between Plans 980 ------------------- 3,119 Investment Loss from Plan's Interest in Master Trust (2,155) Decrease in Assets Available for Plan Benefits During the Plan Year (1,944) Net Assets Available for Plan Benefits at Beginning of Plan Year 43,857 ------------------- Net Assets Available for Plan Benefits at End of Plan Year $ 41,913 ===================
The accompanying notes are an integral part of these statements. -3- 8 THE GOODYEAR TIRE & RUBBER COMPANY EMPLOYEE SAVINGS PLANS FOR HOURLY EMPLOYEES NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- 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. The Company sponsored four and five savings plans at December 31, 2000 and 1999, respectively, 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. The Plan's undivided interest in the master trust at December 31, 2000 and 1999 was 2.0% and 1.9%, respectively. ASSET VALUATION The majority of the assets of the Plan are valued at fair market value. Investments in the Goodyear 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, the International Stock Equity Fund, and the Self-Directed Account 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. -4- 9 THE GOODYEAR TIRE & RUBBER COMPANY EMPLOYEE SAVINGS PLANS FOR HOURLY EMPLOYEES NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- Dividend income is recorded on the ex-dividend date. Interest income is recorded as earned. Appreciation or depreciation on Goodyear 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 2000 Plan year, approximately 507 employees (503 in 1999) of the Company were eligible with approximately 451 employees (419 in 1999) 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- 10 THE GOODYEAR TIRE & RUBBER COMPANY EMPLOYEE SAVINGS PLANS FOR HOURLY EMPLOYEES NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- 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, the Goodyear Stock Fund, the Self-Directed Account, or in any combination of these ten 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 Goodyear 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 $10,500 and $10,000 in 2000 and 1999, respectively. The Plan provides the Company the ability to establish a minimum contribution level for each Plan year. The minimum contribution is first satisfied from employee contributions and the remainder is satisfied by employer contributions. In the event the minimum contribution level exceeds the sum of the employee contributions and employer matching contributions, the excess is allocated to the participants' accounts to the extent permitted. The remainder is held in a suspense account which is applied to reduce employer contributions in the following Plan years. The calculation of the Company's matching contributions is not impacted by this amendment. -6- 11 THE GOODYEAR TIRE & RUBBER COMPANY EMPLOYEE SAVINGS PLANS FOR HOURLY EMPLOYEES NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- 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 Goodyear 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. INVESTMENTS The Trustee of the Plan maintains the following 11 funds under the Plan: - Stable Value Fund - Employee contributions are invested in various investment contracts which provide for rates of return for particular periods of time. The Guaranteed Investment Contracts and the Short-Term Investments Fund are the current investments related to this fund. - Conservative Asset Allocation Fund - Employee contributions are invested in a commingled fund containing a portfolio of U.S. common stocks and bonds which provide an investment return similar to a portfolio invested 40% in the Russell 3000 Equity Index plus reinvested dividends and 60% in bonds which compose the Lehman Aggregate Long-Term Bond Index. The State Street Income and Growth Fund is the current investment related to this fund. - Moderate Asset Allocation Fund - Employee contributions are invested in a commingled fund containing a portfolio of U.S. common stocks and bonds which provide an investment return similar to a portfolio invested 60% in the Russell 3000 Equity Index plus reinvested dividends and 40% in bonds which compose the Lehman Aggregate Long-Term Bond Index. The State Street Moderate Asset Allocation Fund is the current investment related to this fund. - Aggressive Asset Allocation Fund - Employee contributions are invested in a commingled fund containing a portfolio of U.S. common stocks, international stocks, and bonds which provide an investment return similar to a portfolio invested 65% in the Russell 3000 Equity Index plus reinvested dividends, 15% in the MSCI EAFE Index, and 20% in bonds which compose the Lehman Aggregate Long-Term Bond Index. The State Street Life Solutions Aggressive Fund is the current investment related to this fund. -7- 12 THE GOODYEAR TIRE & RUBBER COMPANY EMPLOYEE SAVINGS PLANS FOR HOURLY EMPLOYEES NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- - S&P 500 Index Stock Equity Fund - Employee contributions are invested in a commingled fund consisting of a portfolio of common stocks which provide a return similar to the Standard and Poor's Composite Index of 500 stocks plus reinvested dividends. The Collective Daily Stock Index Fund is the current investment related to this fund. - Large Capitalization Stock Equity Fund - Employee contributions are invested in a commingled fund containing a portfolio of common stocks of medium and large companies that are expected to provide better-than-average prospects for appreciation. The 20th Century Investor's Income Ultra Fund is the current investment related to this fund. - Small Capitalization Stock Equity Fund - Employee contributions are invested in a commingled fund containing a portfolio of common stocks of small companies that are expected to provide long-term capital growth. The Franklin Strategic Series Small Cap Fund is the current investment related to this fund. - International Stock Equity Fund - Employee contributions are invested in a commingled fund containing a portfolio of common stocks and debt obligations of companies and governments located outside of the United States that are expected to provide long-term capital growth. The Templeton Foreign Fund is the current investment related to this fund. - Loan Investment Fund - Employee contributions are transferred from other funds into the Loan Investment Fund, and then loaned to the participant. The interest rate on the loan is prime plus 1%. The Promissory Notes are the current investments related to this fund. - Goodyear Stock Fund - Employer contributions and effective June 1, 2000, employee contributions are invested in Goodyear common stock except for short-term investments needed for Plan operations. During 2000, the price per share of Goodyear common stock on The New York Stock Exchange Composite Transactions ranged from $15.60 to $31.65 ($22.50 to $66.75 during 1999). The closing price per share was $22.99 at December 31, 2000 ($28.06 at December 31, 1999). The common stock of The Goodyear Tire & Rubber Company and the Short-Term Investments Fund are the current investments related to this fund. - Self-Directed Account - Employee contributions are invested in the mutual fund(s) of the participant's choice through the establishment of a brokerage account for the participant administered by Charles Schwab. -8- 13 THE GOODYEAR TIRE & RUBBER COMPANY EMPLOYEE SAVINGS PLANS FOR HOURLY EMPLOYEES NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- 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 Goodyear 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, the Goodyear Stock Fund, and the Self-Directed Account are reflected in the unit value of the fund which affects the value of the participants' accounts. PLAN WITHDRAWALS AND DISTRIBUTIONS Participants may withdraw vested amounts from their accounts if they: - Attain the age of 59 1/2, or - Qualify for a serious financial hardship. The Internal Revenue Service (IRS) issued guidelines governing financial hardship. Under the IRS guidelines, withdrawals are permitted for severe financial hardship. Contributions to the Plan are suspended for 12 months subsequent to a financial hardship withdrawal. Participant vested amounts are payable upon retirement, death or other termination of employment. All withdrawals and distributions are valued as of the end of the month they are processed, and are subject to federal income tax upon receipt. Any non-vested Company contributions are forfeited and applied to reduce future contributions by the Company. During 2000, the Plan had forfeiture credits of $2,062. During 1999, the Plan had no forfeiture credits. 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 -9- 14 THE GOODYEAR TIRE & RUBBER COMPANY EMPLOYEE SAVINGS PLANS FOR HOURLY EMPLOYEES NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- 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 2000 was 9.50%, which increased throughout the year to 10.50% at December 2000. The interest rate at the beginning of 1999 was 8.75%, which increased throughout the year to 9.50% at December 1999. 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. TERMINATION PROVISIONS The Company anticipates and believes that the Plan will continue without interruption, but reserves the right to discontinue the Plan. In the event of termination, the obligation of the Company to make further contributions ceases. All participants' accounts would then be fully vested with respect to Company contributions. 3. RELATED PARTY TRANSACTIONS: The Trustee serves as the fund manager of the S&P 500 Index Stock Equity Fund. The Company Stock Fund is designed primarily for investment in common stock of the Company. -10- 15 THE GOODYEAR TIRE & RUBBER COMPANY EMPLOYEE SAVINGS PLANS FOR HOURLY EMPLOYEES NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- 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. FINANCIAL DATA OF THE MASTER TRUST: See pages 12 through 15 of these financial statements which set forth the financial data of the master trust. -11- 16 THE GOODYEAR TIRE & RUBBER COMPANY MASTER TRUST DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS - --------------------------------------------------------------------------------
(Dollars in Thousands) December 31, 2000 1999 --------------- ---------------- State Street Income and Growth Fund, Cost $17,293 - 1,264,534 Units $ 20,298 $ 23,036 State Street Moderate Asset Allocation Fund, Cost $44,145 - 3,295,495 Units 61,801 67,241 State Street Life Solutions Aggressive Fund, Cost $22,479 - 1,357,684 Units 28,807 31,019 Collective Daily Stock Index Fund, Cost $351,011 - 15,747,541 Units 525,143 660,257 20th Century Investor's Income Ultra Fund, Cost $114,519 - 3,103,090 Units 100,513 131,795 Franklin Strategic Series Small Cap Fund, Cost $198,765 - 4,831,802 Units 189,222 157,943 Templeton Foreign Fund, Cost $39,219 - 3,833,831 Units 39,570 47,941 Common Stock of The Goodyear Tire & Rubber Company,* Cost $360,301 - 14,719,798 Units 334,829 245,444 Short-Term Investments 39,530 53,739 Promissory Notes 86,988 85,766 Guaranteed Investment Contracts 694,915 743,797 Charles Schwab Self Directed Account 9,888 -- --------------- ---------------- Investments 2,131,504 2,247,978 Receivables: Accrued Interest and Dividends 257 329 --------------- ---------------- 257 329 Total Assets Available for Plan Benefits 2,131,761 2,248,307 --------------- ---------------- Liabilities: Administrative Expenses Payable 39 787 --------------- ---------------- Total Liabilities 39 787 --------------- ---------------- Net Assets Available for Plan Benefits $ 2,131,722 $ 2,247,520 =============== ================
*Nonparticipant-directed The accompanying notes are an integral part of these statements. -12- 17 THE GOODYEAR TIRE & RUBBER COMPANY MASTER TRUST DECEMBER 31, 2000 - -------------------------------------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS - --------------------------------------------------------------------------------
(Dollars in Thousands) December 31, 2000 --------------------- Increase in Assets Available for Plan Benefits: Employer Contributions $ 40,515 Employee Contributions 129,802 --------------- 170,317 Interest and Dividend Income 67,216 Decrease in Assets Available for Plan Benefits: Benefits Paid to Participants or Their Beneficiaries 191,025 Administrative Expenses 715 Net Depreciation in Fair Market Value 161,591 --------------- 353,331 Decrease in Assets Available for Plan Benefits During Plan Year (115,798) Net Assets Available for Plan Benefits at Beginning of Plan Year 2,247,520 Net Assets Available for Plan Benefits at End of Plan Year $ 2,131,722 ===============
The accompanying notes are an integral part of these statements. -13- 18 THE GOODYEAR TIRE & RUBBER COMPANY MASTER TRUST DECEMBER 31, 2000 - -------------------------------------------------------------------------------- 6. MASTER TRUST APPRECIATION/DEPRECIATION: During 2000, the master trust's investments depreciated in value by $161,591 as follows: Mutual Funds $ (69,871) Common Stock (32,777) Other (58,943) ----------------- $ (161,591) ================= 7. MASTER TRUST NONPARTICIPANT-DIRECTED INVESTMENTS: As stated in Note 2, effective June 1, 2000, employees of the Plan were allowed to make employee contributions to the Goodyear Stock Fund. The employer matching contributions made to the Goodyear Stock Fund continue to be non-participant directed. Information about the significant components of the changes in net assets relating to the non-participant directed investments of the Goodyear Stock Fund in the master trust is as follows:
Year Ended December 31, 2000 --------------------- Changes in Net Assets: Employer Contributions $ 40,183 Interest and Dividend Income 9,701 Net Depreciation in Fair Market Value of Assets (23,599) Benefits Paid to Participants or Their Beneficiaries (9,245) Transfers Between Funds (56) --------------------- $ 16,984 =====================
8. PAYMENT OF BENEFITS: Benefits are recorded when paid. At December 31, 2000, $45,000 of benefit payments were not yet paid to participants and are therefore not recorded as a liability in accordance with ERISA guidelines. 9. GUARANTEED INVESTMENT CONTRACTS: The master trust holds fully benefit-responsive guaranteed investment contracts (GICs), which are presented at contract value in the Net Assets Available for Plan Benefits as previously stated in Note 1. The fair values of the GICs at December 31, 2000 and 1999 were $705,990 and $734,332, respectively. The average -14- 19 THE GOODYEAR TIRE & RUBBER COMPANY MASTER TRUST DECEMBER 31, 2000 - -------------------------------------------------------------------------------- effective yield and the average crediting interest rate associated with the GICs were approximately 6.30% and 6.24% at December 31, 2000 and 1999, respectively. The GICs in the master trust are of various types and primarily have zero minimum crediting interest rates and variable crediting interest rates that reset on a monthly or quarterly basis. -15- EX-4 2 l89078aex4.txt EXHIBIT 4 1 EXHIBIT 4 SECOND AMENDMENT TO THE GOODYEAR TIRE & RUBBER COMPANY EMPLOYEE SAVINGS PLAN FOR HOURLY EMPLOYEES (JANUARY 1, 1997 RESTATEMENT) The Goodyear Tire & Rubber Company Employee Savings Plan for Hourly Employees (the "Plan"), originally established effective as of July 1, 1984, amended and restated most recently as of January 1, 1997, and amended on one previous occasion, on December 22, 1998, is hereby further amended, effective as of June 1, 2000, or as of such other date as specified herein, in the respects hereinafter set forth: 1. Section 2.1(i) of the Plan is amended effective as of January 1, 2000, to provide as follows: An "Employee" shall mean any employee who is an "hourly employee," as hereinafter defined, other than any such employee (i) who is a "Leased Employee," as hereinafter defined, (ii) who is covered by a collective bargaining agreement unless such agreement or the Plan specifically provides for coverage by the Plan, (iii) who is a leased employee provided through a non-affiliated service provider, whether or not the employee is a common-law employee of the Company or a subsidiary of the Company, or (iv) who has signed an agreement which comports to classify the employee as an independent contractor, consultant, or third-party, whether or not the employee is a common-law employee of the Company or a subsidiary of the Company. For the purposes hereof, an "hourly employee" shall include only an employee who has been designated as such in accordance with the policy of his Employer, which policy shall be applied on a uniform and non-discriminatory basis. A "Leased Employee" shall mean any person who performs services for an Employer (the "recipient") (other than an employee of the recipient) pursuant to an agreement between the recipient and any other person (the "leasing organization") on a substantially full-time basis for a period of at least one year, provided that such services are performed under primary direction or control by the recipient. Any Leased Employee, other than an "excludable leased employee," shall be treated as an employee of the Employer for which he performs services for all purposes of the Plan with respect to the provisions of Sections 401(a)(3), (4), (7), and (16), and 408(k), 410, 411, 415, and 416 of the Code; provided, however, that no Leased Employee shall accrue a benefit hereunder based on service as a Leased Employee except as otherwise specifically provided in the Plan. An "excludable leased employee" 2 means any Leased Employee of the recipient who is covered by a money purchase pension plan maintained by the leasing organization which provides for (i) a nonintegrated employer contribution on behalf of each participant in the plan equal to at least 10 percent of compensation, (ii) full and immediate vesting, and (iii) immediate participation by employees of the leasing organization (other than employees who perform substantially all of their services for the leasing organization or whose compensation from the leasing organization in each plan year during the four-year period ending with the plan year is less than $1,000); provided, however, that Leased Employees do not constitute more than 20% of the recipient's nonhighly compensated workforce. 2. Section 2.1(o) of the Plan is amended to provide as follows: The "General Fund" shall mean the common trust fund established in accordance with the provisions of Section 8.1 as required to hold and administer any assets of the Trust Fund that are not allocated among any separate Investment Funds as may be provided in the Plan or Trust Agreement. No General Fund shall be established if all assets of the Trust Fund are allocated among separate Investment Funds. 3. Section 2.1(p) of the Plan is amended to provide as follows: The "Goodyear Stock Fund" shall mean the Investment Fund established in accordance with the provisions of Section 8.3. 4. Section 2.1(s) of the Plan is amended to provide as follows: An "Investment Fund" shall mean any separate investment trust fund established from time to time by the Trustee as may be provided in the Plan or the Trust Agreement to which assets of the Trust Fund may be allocated and separately invested. 5. The first two sentences of Section 4.2 of the Plan are amended effective as of January 1, 2001, to provide as follows: The amount of Tax-Deferred Contributions to be made to the Plan on behalf of a Participant by his Employer shall be an integral percentage of his Compensation of not less than one percent nor more than twenty-two percent and shall not, when aggregated with all other elective deferrals of the Participant with respect to the calendar year, exceed $9,500 (or such adjusted amount established by the Secretary of the Treasury pursuant to Section 402(g)(5) of the Code). The percentage rate of Tax-Deferred Contributions to be made on a Participant's behalf, when combined with his percentage rate of After-Tax Contributions, shall in no event exceed twenty-two percent of his Compensation. 2 3 6. Section 4.6 of the Plan is amended effective as of January 1, 2001, to provide as follows: A Participant may change the percentage of his Compensation that his Employer contributes on his behalf as a Tax-Deferred Contribution as of the first day of any calendar month by filing an amended Compensation reduction authorization with the Company by the 15th day of the month prior to the date with respect to which such change is to become effective, in the manner and form, or at such other time, as prescribed by the Company, except that he shall be limited to selecting an integral percentage of his Compensation of not less than zero percent or more than twenty-two percent. The percentage rate of Tax-Deferred Contributions to be made on a Participant's behalf, when combined with his percentage rate of After-Tax Contributions, shall in no event exceed twenty-two percent of his Compensation. Tax-Deferred Contributions shall be made on behalf of such Participant by his Employer, pursuant to his amended Compensation reduction authorization filed in accordance with the foregoing provisions of this Section 4.6, commencing with Compensation paid to such Participant on or after the date with respect to which such filing is effective, until otherwise altered or terminated in accordance with the Plan. 7. The first two sentences of Section 5.2 of the Plan are amended effective as of January 1, 2001, to provide as follows: A Participant may make an After-Tax Contribution to the Plan that shall be an integral percentage of his Compensation of not less than one percent or more than twenty-two percent. The percentage rate of After-Tax Contributions, when combined with the percentage rate of Tax-Deferred Contributions to be made on such Participant's behalf, shall in no event exceed twenty-two percent of his Compensation. 8. The third and fourth sentences of Section 5.4 of the Plan are amended effective as of January 1, 2001, to provide as follows: In any such case, a Participant shall be limited to selecting an integral percentage of his Compensation of not less than zero percent nor more than twenty-two percent. The percentage rate of After-Tax Contributions, when combined with the percentage rate of Tax-Deferred Contributions to be made on such Participant's behalf, shall in no event exceed twenty-two percent of his Compensation. 9. Section 6.8(c) of the Plan is amended effective as of January 1, 2001, to provide as follows: 3 4 First, the maximum percentage of After-Tax Contributions shall be reduced, in accordance with procedures adopted by the Company, from twenty-two percent to the greater of six percent or such percentage that will result in the average contribution percentage limit specified above not being exceeded, and the excess amount of After-Tax Contributions attributable to such reduction shall be distributed to the Highly Compensated Employees who made the excess contributions; 10. Section 7.3 of the Plan is amended to provide as follows: A Participant who has an interest in an Investment Fund (other than an interest in the Goodyear Stock Fund attributable to Matching Employer Contributions that has not been transferred previously under Section 7.4) may elect at any time to transfer all or a portion of such interest to another Investment Fund. The Participant election must specify the Investment Fund from which the transfer is to be made, either that the total balance in the Investment Fund is to be transferred or a lesser dollar amount that is to be transferred, each Investment Fund to which the transfer is to be made, and a percentage of the amount transferred that is to be transferred to each Investment Fund, which percentage must be an integral multiple of 1%. Any such transfer election must be made in the manner and form and at the time prescribed by the Company. Once the election becomes effective, it shall be irrevocable. Notwithstanding the foregoing, a Participant may not transfer any portion of an interest in the Stable Value Fund directly to a Self-Directed Account. 11. Section 7.4 of the Plan is amended to provide as follows: 7.4 ELECTION TO TRANSFER MATCHING EMPLOYER CONTRIBUTION INTEREST FROM GOODYEAR STOCK FUND. A Participant who has attained age 52 and who has an interest in the Goodyear Stock Fund attributable to Matching Employer Contributions may elect at any time to transfer all or a portion of such interest to another Investment Fund. The Participant election must specify a dollar amount that is to be transferred, each Investment Fund to which a transfer is to be made, and the percentage of the total amount to be transferred to each such Investment Fund. Any such transfer election must be made in the manner and form and at the time prescribed by the Company. Once the election becomes effective, it shall be irrevocable. 12. Section 8.1 of the Plan is amended to provide as follows: The Trustee shall establish a General Fund as required to hold and administer any assets of the Trust Fund that are not allocated among the separate Investment Funds as provided in the Plan or the Trust Agreement. The General Fund shall be held and administered by the Trustee as a separate common trust fund. The interest of each Participant, Former Participant, or Beneficiary under the Plan in the General Fund shall be an undivided interest. 4 5 13. Section 8.2(g) of the Plan is amended to provide as follows: A Self-Directed Account in which the Participant, Former Participant, or Beneficiary may direct the investment of all or any part of his separate account among a list of mutual funds selected by the Company and the Trustee. The provisions of this paragraph (g) of Article 8.2 shall be effective only to the extent that the Company, in its discretion, implements them. 14. The last paragraph of Section 8.2 of the Plan is amended to provide as follows: The Company may determine from time to time to direct (i) the closing of an Investment Fund or Investment Funds or (ii) the establishment and maintenance of an additional Investment Fund or Investment Funds and shall select the investments for such Investment Fund or Investment Funds. The Company shall communicate the same and any changes therein in writing to the Plan Administrator and the Trustee. All assets of each Investment Fund, except for a Self-Directed Account or a Loan Investment Fund, shall be held and administered by the Trustee as a separate trust fund. The interest of each Participant, Former Participant, or Beneficiary under the Plan in any Investment Fund, other than a Self-Directed Account or a Loan Investment Fund, and other than an Investment Fund that consists of a mutual fund, shall be an undivided interest. The interest of each Participant, Former Participant, or Beneficiary under the Plan in any Investment Fund that consists of a mutual fund shall be an undivided interest in the units of the mutual fund held by the Plan. All assets of each Self-Directed Account and each Loan Investment Fund shall be held and administered as a separate trust fund. 15. Section 8.3 of the Plan is amended to provide as follows: The Company shall direct the establishment and maintenance of a Goodyear Stock Fund to which Matching Employer Contributions shall be allocated, together with any Tax-Deferred Contributions, After-Tax Contributions, and Rollover Contributions made by or on behalf of a Participant that he elects to have allocated to the Goodyear Stock Fund. Subject to the provisions of the Trust Agreement, the assets of the Goodyear Stock Fund shall be invested by the Trustee primarily in Company Stock. Assets of the Goodyear Stock Fund may also be invested by the Trustee in interest-bearing common, commingled, group, or collective trust funds maintained by the Trustee exclusively for the short-term investment of assets of tax-qualified benefit plans. The Trustee may purchase Company Stock on the open market through a national securities exchange or in the over-the-counter market through a broker-dealer which is a member of the National Association of Securities Dealers. In addition, the Trustee may purchase Company Stock from the Company or another qualified plan of the Company participating in the collective trust in accordance with the requirements of Section 408 of the Act. The Goodyear Stock Fund shall be held and administered as a separate Investment Fund. The interest of each Participant, Former 5 6 Participant, or Beneficiary under the Plan in the Goodyear Stock Fund shall be an undivided interest. 16. Section 8.7 of the Plan is amended to provide as follows: The separate account of each Participant, Former Participant, and Beneficiary shall be divided into individual sub-accounts reflecting the portion of such account which is derived from Matching Employer Contributions, Tax-Deferred Contributions, and After-Tax Contributions. Each sub-account shall reflect separately contributions allocated to each Investment Fund and the earnings and losses attributable thereto. Such other sub-accounts may be established as are necessary or appropriate to reflect the interest of a Participant, Former Participant, or Beneficiary in the Trust Fund. 17. Section 8.9 of the Plan is amended to provide as follows: At the direction of the Company, the Trustee is authorized to accept the transfer of funds being held by the funding agent for a predecessor plan (as hereinafter defined) for the benefit of an eligible Employee, provided that at no time in the course of the transfer shall such funds be made available to the eligible Employee. The Trustee shall have no duty to verify whether the amount of any predecessor plan funds delivered to it is correct, and shall have no duty of inquiry into the administration of any predecessor plan or of any prior trust or other funding agency for a predecessor plan. The Trustee shall deposit all funds received by it from a predecessor plan in the Investment Funds in accordance with the directions of the Company, which shall be based on the investment elections of the eligible Employees made in the form and manner prescribed by the Company. The Trustee shall establish and maintain a separate account and such sub-accounts in the name of an eligible Employee as are necessary to reflect his interest that is attributable to predecessor plan funds and to reflect the portion of his predecessor plan funds that is attributable to voluntary after-tax contributions, to contributions made pursuant to a cash or deferred arrangement qualified under Section 401(k) of the Code, and to other employer contributions. Each such separate account shall, upon each valuation date, share in the net increase or decrease in the value of the assets of the Investment Funds maintained under the Plan on the basis of the balance of such separate account immediately prior to the valuation date in accordance with Section 10.1, provided, however, that such balance for this purpose only shall be reduced by the amount of any funds transferred to the Trustee since the immediately preceding valuation date. With the exception of funds transferred from a predecessor plan maintained by an Employer or a related corporation, which shall be vested in accordance with the next following sentence of this Section 8.9, all predecessor plan funds shall at all times be fully vested and nonforfeitable. The vested interest of a Participant in funds transferred from a predecessor plan maintained by an Employer or a related corporation shall be determined as of the date of transfer based on the vesting provisions of the predecessor plan in effect on such date, and on and after the date of transfer the vested interest shall be determined based on the vesting provisions of the Plan or, in the event an election under Section 12.6 applies with respect to the Participant, 6 7 based on the vesting provisions of the predecessor plan as of the date of transfer. Predecessor plan funds shall be distributed at such times and according to such methods as are generally provided under the Plan. In addition, predecessor plan funds attributable to voluntary, after-tax contributions made under the predecessor plan shall be subject hereunder to the withdrawal provisions applicable to After-Tax Contributions and predecessor plan funds that were contributed pursuant to a cash or deferred arrangement qualified under Section 401(k) of the Code shall be subject hereunder to the withdrawal and distribution provisions applicable to Tax-Deferred Contributions. For purposes of this Section 8.9, a predecessor plan shall mean any other defined contribution plan that complies with the requirements of Section 401(a) of the Code and satisfies the conditions specified in Section 401(a)(11)(B)(iii) of the Code. 18. The last sentence of Section 9.1(c) of the Plan is amended to provide as follows: No such suspense account shall share in any increase or decrease in the net worth of the Investment Funds. 19. Section 10.1(b) of the Plan is amended to provide as follows: The Trustee shall value all of the assets of the other Investment Funds with respect to which no investment manager has been appointed at fair market value and each investment manager shall value all of the assets of the Investment Fund with respect to which he has been appointed at fair market value and shall provide the same to the Trustee. In valuing the Investment Funds with respect to which no investment manager has been appointed that consist of mutual funds, the Trustee may rely on price data supplied by the mutual fund manager. 20. Section 10.1(c) of the Plan is amended to provide as follows: The Trustee shall then ascertain the net increase or decrease in the value of the respective Investment Funds which is attributable to net income, investment management fees, and all profits and losses, realized and unrealized, since the immediately preceding valuation date, on the basis of the valuation provided under paragraphs (a) and (b) of this Section 10.1, and after making appropriate adjustments for the amount of all contributions made with respect to the month in which such valuation date occurs and for any distributions and withdrawals from the respective Investment Funds since such preceding valuation date and prior to such date. 21. Section 10.1(d) of the Plan is amended to provide as follows: The Trustee shall then allocate the net increase or decrease in the value of the respective Investment Funds as thus determined among all Participants, Former Participants, and Beneficiaries who have an interest in the respective Investment Funds, separately with respect to each of such Investment Funds, in the ratio that the balance of each separate account maintained under such Investment Fund on the date immediately preceding such valuation date bears to the aggregate of the 7 8 balances of all such separate accounts on the day immediately preceding such valuation date, and shall credit or charge, as the case may be, each such separate account with the amount of its allocated share. Moreover, the Trustee shall in the same manner credit or charge any sub-account maintained thereunder with the amount of its allocated share. 22. Section 10.4 of the Plan is amended to provide as follows: The Trustee shall have exclusive responsibility for determining the net income, liabilities, and value of the assets of the Goodyear Stock Fund and for determining the balance of each separate account and sub-account maintained hereunder. The Trustee shall have exclusive responsibility for determining the net income, liabilities, and value of the assets of the other Investment Funds with respect to which no investment manager has been appointed, and each investment manager shall have exclusive responsibility for determining the net income, liabilities, and value of the assets of the Investment Fund with respect to which he has been appointed. In determining the net income, liabilities, and value of the assets of the Investment Funds with respect to which no investment manager has been appointed that consist of mutual funds, the Trustee may rely on information provided by the mutual fund manager. The Trustee's and investment manager's determinations thereof shall be conclusive upon the Employers, and all Participants, Former Participants, and Beneficiaries hereunder. 23. Section 11.2 of the Plan is amended to provide as follows: Prior to his attainment of age 59-1/2, a Participant may not withdraw amounts attributable to Matching Employer Contributions unless the Company has made a determination that a hardship exists and such withdrawal is made in accordance with the provisions of Section 11.4. A Participant who has attained the age of 59-1/2 may elect to withdraw in cash an amount equal to all or any portion of his vested interest in the value of the balance of his sub-account attributable to Matching Employer Contributions as of the most recent valuation date. A Participant's vested interest in Matching Employer Contributions shall be the amount in which he would be vested under Section 12.2 had he terminated his employment with his Employer. In the event a Participant has one or more Investment Funds in his sub-account attributable to Matching Employer Contributions and he withdraws only a portion of the balance of such sub-account, the withdrawal shall be charged to each of the Investment Funds in the ratio that the balance of the sub-account invested in the Investment Fund as of the most recent valuation date bears to the balance of the sub-account as of such date. 24. Section 11.6 of the Plan is amended to provide as follows: The Trustee shall adjust the separate account and sub-accounts of each Participant who makes a withdrawal under Section 11.1, 11.2, 11.3, 11.4, or 11.5 to reflect such withdrawal as of the date of such withdrawal, charging any such withdrawal against the Investment Funds, as appropriate. 8 9 25. Section 12.1(d) of the Plan is amended effective as of November 1, 2000, to provide as follows: (d) on the date such Participant's employment with an Employer or a related corporation is terminated after he has completed four years of Continuous Service; or 26. Section 12.3 of the Plan is amended effective as of November 1, 2000, by changing the references to Paragraph (d)(i) of Section 12.1 to references to Paragraph (d) of Section 12.1; and Paragraphs (a) and (b) of Section 12.3 of the Plan are amended effective as of November 1, 2000, and a new paragraph (c) is added to Section 12.3 of the Plan effective as of November 1, 2000, to provide as follows: (a) in a single lump-sum payment; (b) in a series of annual, semiannual, quarterly, or monthly installments over a period not in excess of the life expectancy of the Former Participant, or his Beneficiary if the Former Participant has died, or a period not in excess of the joint life and last survivor expectancy of the Former Participant and his Beneficiary, calculated either once at the time installment payments begin or annually for the Former Participant and/or his Beneficiary, if his Beneficiary is his spouse, as determined by the Former Participant at the time installment payments begin, such installments to be equal in amount except as necessary to adjust for any net income of and changes in the market value of the respective Funds, or by any other method reasonably calculated to provide a more rapid distribution of his interest; or (c) in a series of fixed annual installments over a period not in excess of the joint life and last survivor expectancy of the Former Participant and his Beneficiary. 27. Two new sentences are added to the end of Section 12.3 of the Plan effective as of November 1, 2000, to provide as follows: Without regard to the method of distribution of a Former Participant's benefit or whether distribution of the benefit of the Former Participant has commenced, a partial distribution may be made to the Former Participant or his Beneficiary once in any calendar year at any time after the Former Participant's Settlement Date when a vested interest remains credited to his separate account. The amount of 9 10 the partial distribution shall be stated as a dollar amount or a percentage of the Former Participant's separate account, but not in excess of the Former Participant's vested interest in his separate account remaining under the Plan at the time of the distribution. 28. The last paragraph of Section 14.3 of the Plan is amended effective as of May 1, 2000, to provide as follows: The Pension Board shall conduct a full and fair review of the Company's decision denying the Claimant's claim for benefits at its next regularly scheduled quarterly meeting, unless the Pension Board deems that it needs more facts or the date determined pursuant to paragraph (a) of this Section 14.3 is within 30 days of such meeting, in which case the Pension Board shall conduct its review at its next following meeting. The Pension Board shall render its written decision following the review, written in a manner calculated to be understood by the Claimant, specifying the reasons and Plan provisions upon which its decision was based. 29. Section 16.3(a) of the Plan is amended to provide as follows: As of the termination date, the Trustee shall value the Goodyear Stock Fund and the assets of the other Investment Funds with respect to which no investment manager has been appointed, and each investment manager shall value the assets of the Investment Fund with respect to which he has been appointed. In valuing the Investment Funds with respect to which no investment manager has been appointed that consist of mutual funds, the Trustee may rely on price data supplied by the mutual fund manager. The Trustee shall then adjust all separate accounts and sub-accounts in the manner provided in Section 10.1, with any unallocated contributions being allocated as of the termination date in the manner otherwise provided in the Plan. The termination date shall become a valuation date for purposes of Article X. In determining the net worth of the Trust Fund hereunder, the Trustee shall include as a liability such amounts as in its judgment shall be necessary to pay all expenses in connection with the termination of the Trust Fund and the liquidation and distribution of the property of the Trust Fund, as well as other expenses, whether or not accrued, and shall include as an asset all accrued income. 30. The first sentence of Section 20.4 of the Plan is amended to provide as follows: Upon approval of a loan to a Participant hereunder, the Company shall direct the Trustee to establish a Loan Investment Fund in the name of such Participant, and to transfer to such Loan Investment Fund such portion of the Participant's separate account invested in the Investment Funds, other than amounts in either the Self-Directed Account or the Participant's Matching Employer Contributions 10 11 Sub-Accounts, as shall equal the amount of the Participant's loan; provided, however, that the portion of the Participant's investment in the Investment Funds that is to be debited for any loan to be made to the Participant hereunder shall be in the same proportion as the Participant's current balance in those Investment Funds. EXECUTED at Akron, Ohio, this 21st day of December, 2000. THE GOODYEAR TIRE & RUBBER COMPANY By: /s/W. James Fish ----------------------------------- Senior Vice President Attest: /s/P.A. Kemph - ---------------------------------- Assistant Secretary 11 EX-23 3 l89078aex23.txt EXHIBIT 23 1 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-65181) of The Goodyear Tire & Rubber Company of our report dated June 25, 2001 appearing at page 2 of Annex A of this Form 11-K. /s/ PricewaterhouseCoopers LLP PRICEWATERHOUSECOOPERS LLP Cleveland, Ohio June 27, 2001 -----END PRIVACY-ENHANCED MESSAGE-----