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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
COMMISSION FILE NUMBER: 1-1927
THE GOODYEAR TIRE & RUBBER COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 34-0253240
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1144 EAST MARKET STREET, AKRON, OHIO 44316-0001
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (330) 796-2121
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
-------------------- -----------------------------
Common Stock, Without Par Value New York Stock Exchange
Chicago Stock Exchange
Pacific Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Chicago Stock Exchange
Pacific Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
------------------------------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X} No __
---------------------
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein or in the definitive proxy
statement incorporated by reference in Part III of this Form 10-K. [ ].
------------------------------------
The aggregate market value of Registrant's outstanding Common Stock held
by nonaffiliates of the Registrant on February 17, 1998, determined using the
per share closing price thereof on the New York Stock Exchange Composite
Transactions tape of $68.125 on that date, was approximately $10,683,228,089.37
------------------------------------
SHARES OF COMMON STOCK, WITHOUT PAR VALUE, OUTSTANDING AT FEBRUARY 17, 1998:
156,818,027
------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE:
PORTIONS OF REGISTRANT'S DEFINITIVE PROXY STATEMENT, DATED FEBRUARY 26, 1998,
FOR ITS 1998 ANNUAL MEETING OF SHAREHOLDERS ARE INCORPORATED
BY REFERENCE INTO PART III.
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THE GOODYEAR TIRE & RUBBER COMPANY
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
TABLE OF CONTENTS
ITEM PAGE
NUMBER NUMBER
- --------- ----------
PART I
1 Business .......................................................................... 1
2 Properties ........................................................................ 12
3 Legal Proceedings ................................................................. 13
4 Submission of Matters to a Vote of Security Holders ............................... 15
4(A) Executive Officers of Registrant .................................................. 15
PART II
5 Market for Registrant's Common Equity and Related
Stockholder Matters ............................................................ 20
6 Selected Financial Data .......................................................... 21
7 Management's Discussion and Analysis of Financial
Condition and Results of Operations ............................................ 22
7(A) Quantitative and Qualitative Disclosures About
Market Risk .................................................................... 31
8 Financial Statements and Supplementary Data ...................................... 32
9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure ............................................ 54
PART III
10 Directors and Executive Officers of the Registrant ............................... 54
11 Executive Compensation ........................................................... 54
12 Security Ownership of Certain Beneficial Owners and
Management ....................................................................... 54
13 Certain Relationships and Related Transactions ................................... 54
PART IV
14 Exhibits, Financial Statement Schedules, and Reports on
Form 8-K ......................................................................... 55
Signatures ....................................................................... 57
Index to Financial Statement Schedules ........................................... FS-1
Index of Exhibits ................................................................ X-1
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THE GOODYEAR TIRE & RUBBER COMPANY
PART I
ITEM 1. BUSINESS.
BUSINESS OF GOODYEAR
The Goodyear Tire & Rubber Company is an Ohio corporation organized in
1898. Its principal offices are located at 1144 East Market Street, Akron, Ohio
44316-0001. Its telephone number is (330) 796-2121. The term "Registrant"
wherever used herein refers solely to The Goodyear Tire & Rubber Company. The
terms "Goodyear" and the "Company" wherever used herein refer to The Goodyear
Tire & Rubber Company together with all of its domestic and foreign subsidiary
companies, unless the context indicates to the contrary.
Goodyear is one of the world's leading manufacturers of tires and rubber
products, engaging in operations in most regions of the world. In 1997,
Goodyear's net sales were $13.155 billion and net income was $558.7 million. Net
income in 1997 included net after-tax charges of $176.3 million for certain
rationalizations. Goodyear's worldwide employment averaged 95,472 during 1997.
Goodyear's principal business is the development, manufacture,
distribution and sale of tires for most applications. Goodyear also manufactures
and markets several lines of rubber and other products for the transportation
industry and various other industrial and consumer markets and numerous
rubber-related chemicals for various applications, provides automotive repair
and other services at retail and commercial outlets and sells various other
products.
Registrant's Celeron subsidiaries engage in various crude oil
transportation, gathering, purchasing and selling activities. The All American
Pipeline System is a heated crude oil pipeline extending approximately 1,225
miles from two points along the California coast to McCamey, Texas, which
transports offshore and onshore California crude oil to various system outlet
stations in California and in Texas.
FORWARD-LOOKING INFORMATION - SAFE HARBOR STATEMENT
Certain information set forth herein (other than historical data and
information) may constitute forward-looking statements regarding events and
trends which may affect the Company's future operating results and financial
position. The words "estimate," "expect," "intend" and "project," as well as
other words or expressions of similar meaning, are intended to identify
forward-looking statements. Readers are cautioned not to place undue reliance
on forward-looking statements, which speak only as of the date of this Annual
Report on Form 10-K. Such statements are based on current expectations, are
inherently uncertain, are subject to risks and should be viewed with caution.
Actual results and experience may differ materially from the forward-looking
statements as a result of many factors, including: changes in economic
conditions in the various markets served by the Company's operations; increased
competitive activity; fluctuations in the prices paid for raw materials and
energy; changes in the monetary policies of various countries where the Company
has significant operations; and other unanticipated events and conditions. It is
not possible to foresee or identify all such factors. The Company makes no
commitment to update any forward-looking statement, or to disclose any facts,
events or circumstances after the date hereof that may affect the accuracy of
any forward-looking statement.
RECENT DEVELOPMENTS IN GOODYEAR'S BUSINESS
During 1997, Goodyear announced that it will introduce for broad market
application passenger tires using extended mobility technology (EMT). EMT
run-flat tires will enable cars to travel up to 50 miles at up to 55 mph after
losing tire pressure and are expected ultimately to eliminate the need for spare
tires. The Registrant also introduced a new Unisteel G-177 truck tire line which
features a high-tensile steel reinforced casing, a new skid resistant tread
design and a new damage resistant tread compound.
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During 1997, the Company acquired a tread rubber plant in Social Circle,
Georgia, a hose manufacturing company in Venezuela and a 75% interest in an air
springs and power transmission products manufacturing facility in the Republic
of Slovenia. These acquisitions represent an aggregate investment of
approximately $42 million. The Company sold its Jackson, Ohio, automotive parts
plant and a plantation in Guatemala during 1997. Effective March 1, 1998, the
Company sold its Calhoun, Georgia, latex processing facility.
Effective January 1, 1997, the Company re-entered the South African market
by acquiring from Consol Limited a 60% equity interest in the tire and
engineered rubber products businesses of Contred for approximately $121 million
including loans assumed. On March 2, 1998, the Company purchased the remaining
40 percent interest in its Contred subsidiary from Anglovaal Industries Ltd. for
approximately $59 million. The businesses acquired include the tire and
engineered products manufacturing facilities sold by Goodyear to Consol Limited
in 1989, which have been updated, a chain of retail tire outlets and numerous
truck and earthmover tire retreading facilities located throughout South Africa.
In February 1997, Goodyear entered into a four year commitment to produce
tires for Dunlop Tire Corporation and the OHTSU Tire & Rubber Co., Ltd.,
affiliates of Sumitomo Rubber Industries Ltd., in North America and Sumitomo
Rubber agreed to produce tires for Nippon Goodyear in Japan during the same
four-year period.
Goodyear continued its program to enhance production capacity and
efficiency through plant modernization and expansion projects. Expansions of the
Company's Freeport, Illinois, and Valleyfield, Quebec tire plants were completed
during 1997. Significant plant modernization and expansion projects are
presently underway at the Company's Napanee, Ontario, Americana, Brasil,
Fayetteville, North Carolina, Marikina, Philippines and Debica, Poland tire
plants, at the Company's Statesville, North Carolina tire mold plant, and at the
Beaumont, Texas, synthetic rubber and rubber chemicals plant. During 1998, the
Company will commence construction of a new $60 million passenger tire
manufacturing plant in Brazil.
FINANCIAL INFORMATION ABOUT GOODYEAR'S INDUSTRY SEGMENTS
Financial information relating to Goodyear's "Industry Segments" for each
of the three years in the period ended December 31, 1997 appears in Note 17
captioned "Business Segments", and in the tabulation captioned "Industry
Segments" at Note 17, of the Notes to Financial Statements set forth in Item 8
of this Annual Report, at pages 48 and 49, respectively, and is incorporated
herein by specific reference.
DESCRIPTION OF GOODYEAR'S BUSINESS -- INDUSTRY SEGMENTS
TIRES
Goodyear's principal Industry Segment is the development, manufacture,
distribution and sale of tires and related products and services (the "Tires
Segment"). The principal class of products in the Tires Segment is tires for
most applications. No other class of products or services in the Tires Segment
accounted for as much as 10% of Goodyear's sales during any of the last three
years. The table below sets forth the percentage of Goodyear's net sales and
operating income attributable to the Tires Segment, and the percentage of
Goodyear's sales attributable to tires, for each of the three years ended
December 31, 1997:
YEAR ENDED DECEMBER 31,
-----------------------------------
1997 1996 1995
------ ------ ------
Tires Segment sales.................................... 85.7% 85.5% 85.5%
Tire sales....................................... 78.7% 77.1% 76.7%
Tires Segment operating income......................... 74.7% 243.8%(1) 81.9%
Note: (1) If determined before giving effect to the $755.6 million
writedown of the assets of the Oil Transportation Segment,
Tires Segment operating income represented 79.6% of Goodyear's
total operating income in 1996.
The products and services comprising the Tires Segment include:
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TIRES. Goodyear manufactures and markets in most regions of the world a
broad line of rubber tires for automobiles, trucks, buses, tractors, farm
implements, earthmoving equipment, aircraft, industrial equipment and various
other applications, in each case for sale to original equipment manufacturers
and in the replacement market.
Goodyear offers two basic constructions of tires, radial and bias-ply.
Various belting and reinforcing materials are used, including nylon and
polyester tire cord and steel.
A variety of Goodyear-brand radial passenger tire lines are sold in the
United States, including the premium all season Infinitred, the Eagle
performance touring tire lines, and the Eagle Gatorback and Eagle Aquatred high
performance tire lines. The major lines of Goodyear-brand radial light truck
tires offered in the United States are the Wrangler and Workhorse. Goodyear
manufactures and sells several lines of radial passenger and light truck tires
in Europe, led by the Eagle and the Eagle Aquatred passenger tire lines and the
Wrangler light truck tire line. In Asia and Latin America, both radial and
bias-ply Goodyear-brand passenger and light truck tires are manufactured and
sold, led by the GPS2 and Eagle Aquatred in Asia and the GPS2 in Latin America.
Goodyear manufactures and markets a full line of all-steel cord and belt
construction radial medium truck tires, the Unisteel series, for applications
ranging from line-haul highway use to off-road service. Goodyear also offers a
full line of bias-ply medium truck tires. Goodyear produces several lines of
tires for other applications, including radial and bias-ply tires for farm
machinery, heavy equipment and aircraft, and inner tubes for truck tires and
various other applications. Goodyear manufactures new aircraft tires in the
United States and Asia. Goodyear sells new, and manufactures and sells
retreaded, aircraft tires in the United States, Europe, Latin America and Asia.
The Kelly-Springfield Tire group ("Kelly"), manufactures and markets
numerous lines of radial and bias-ply passenger and truck tires in the United
States replacement market and sells various lines of Kelly-brand tires in the
replacement markets in Canada and certain other countries.
RELATED PRODUCTS AND SERVICES. Goodyear also retreads truck, aircraft and
heavy equipment tires, primarily as a service to its commercial customers, and
manufactures and sells tread rubber and other tire retreading materials for
various applications. Additional products and services in the Tires Segment
include: automotive repair services provided by Goodyear through its retail
outlets; the sale to dealers and consumers of automotive repair and maintenance
items, automotive equipment and accessories and other items; the operation of
two rubber plantations and the processing and sale of natural rubber; and
miscellaneous other products and services.
MARKETS, DISTRIBUTION AND COMPETITION
The Company offers a broad line of tires for most applications and for all
classes of customers. In the United States and many other countries, the Company
sells Goodyear-brand tires to vehicle manufacturers for use as original
equipment on vehicles they produce. In the United States and most other
countries, the Company sells Goodyear-brand, Kelly-brand, other house brand and
private brand tires through various channels of distribution for sale to vehicle
owners for replacement purposes. Worldwide, the Company's sales of passenger,
truck and farm tires to the replacement market substantially exceed its sales of
passenger, truck and farm tires to original equipment manufacturers.
All passenger tires (except bias-ply temporary spare tires) and
approximately 87% of all light and medium truck tires sold by the Company in the
United States during 1997 were radial. Approximately 97% of all passenger tires
and approximately 53% of all light and medium truck tires sold by the Company
outside the United States during 1997 were radial. Approximately 26% of
passenger tires sold in the United States during 1997 were high performance
tires.
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Goodyear's tires are sold under highly competitive conditions. On a
worldwide basis, Goodyear has two major competitors: Bridgestone (based in
Japan) and Michelin (based in France). Goodyear also competes worldwide with
several other major foreign based tire manufacturing concerns, including
Continental, Pirelli, Sumitomo, Toyo, Yokohama and several Korean tire
companies. Goodyear's principal competitors with operations in the United States
are Bridgestone, Firestone (acquired by Bridgestone in 1988), Michelin,
Uniroyal-Goodrich (acquired by Michelin in 1990), Continental, General (acquired
by Continental in 1987) and Cooper.
Goodyear competes with other tire manufacturers on the basis of price,
warranty, service, consumer convenience and product design, performance and
reputation. The Company believes Goodyear-brand tires enjoy a high recognition
factor throughout the world and have a reputation for high quality and value.
Kelly-brand and various other house-brand tire lines offered by the Company
compete primarily on the basis of price and performance.
Goodyear is a major supplier, on a direct sale basis, of tires to most
manufacturers of automobiles, trucks, farm and construction equipment and other
vehicles, both in the United States and in numerous other countries. Goodyear
sells tires to the major automobile and truck manufacturers located in the
United States: Ford, General Motors, Chrysler, Toyota, Nissan, Honda, NUMMI,
AAI, Navistar, Mack Truck, Freightliner, Peterbilt and Kenworth. Goodyear
supplies tires to several European manufacturers, including Fiat, Daimler-Benz,
Volkswagen, Volvo, Ferrari, BMW, Peugeot, Alfa Romeo and Renault, to six
Japanese manufacturers, Nissan, Mazda, Toyota, Honda, Mitsubishi and Isuzu, and
to subsidiaries of General Motors, Ford and Chrysler throughout the world.
Goodyear also supplies major manufacturers of construction and agricultural
equipment, including Caterpillar, J. I. Case, John Deere, Massey-Ferguson and
New Holland N.V.
Goodyear-brand tires for the United States replacement market are sold
through various channels of distribution. The principal method of distribution
is a large network of independent dealers and franchisees. Goodyear-brand tires
are also sold to several national and regional retail marketing firms, including
Sears Roebuck & Co., Wal-Mart, Penske Auto Centers and Montgomery Ward. In
addition, approximately 727 retail outlets (including auto service centers,
commercial tire and service centers and leased space in department stores) are
operated by the Registrant under the Goodyear name or under various other trade
styles and approximately 155 retail and commercial tire sales outlets are
operated by subsidiaries of the Registrant. Several lines of Kelly-brand and
various other house brand passenger and truck tires are marketed through
independent dealers. Private brand and associate brands of tires are also
sold to independent dealers, to national and regional wholesale marketing
organizations, including TBC Corporation, to retail chain marketers,
including Wal-Mart, Discount Tire, Sears Roebuck & Co. and Big-O, to service
stations and to various other retail marketers.
Goodyear sells tires outside the United States to original equipment
manufacturers and in the replacement market through independent wholesale
distributors, its own wholesale distribution organizations, and, in some
countries, its own retail stores. In certain countries Goodyear contracts for
the manufacture by others of Goodyear-brand tires.
No customer or group of affiliated customers accounted for as much as 5.4%
of Goodyear's consolidated net sales during 1997, 1996 or 1995. Worldwide,
Goodyear's annual net sales to its ten largest customers, including their
respective affiliates, represented less than 21.6% of consolidated net sales for
each of 1997, 1996 or 1995. No customer or group of affiliated customers
accounted for as much as 4.2% of Tires Segment sales during 1997, 1996 or 1995.
The ten largest customers of the Tires Segment represented less than 21.7% of
Tire Segment sales for each of 1997, 1996 and 1995.
Based on a composite of industry sources and information published by the
Rubber Manufacturers Association (the "RMA"), it is estimated that approximately
238 million passenger
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tires were sold in the United States during 1997, compared to approximately 232
million in 1996. Based on current economic forecasts, Goodyear expects the total
market for passenger tires in the United States in 1998 to increase
approximately .7% compared to 1997, with 1998 passenger tire demand expected to
decrease approximately .2% in the original equipment market and increase
approximately 1.0% in the replacement market.
Based on a composite of industry sources and information published by the
RMA, it is estimated that approximately 53 million light and medium highway
truck tires were sold in the United States during 1997, compared to 50 million
units sold during 1996. Goodyear estimates that demand for light and medium
highway truck tires in the United States during 1998 will increase approximately
1.8%.
The following table indicates the percentage change in Goodyear's annual
unit sales of passenger, truck and farm tires worldwide:
GOODYEAR WORLDWIDE UNIT SALES OF PASSENGER, TRUCK AND FARM TIRES--
PERCENTAGE INCREASE (DECREASE) IN ANNUAL UNIT SALES
1997 vs 1996 1996 vs 1995
-------------- --------------
United States........................................ 1.9% (.7)%
Foreign.............................................. 8.2% 12.6%
Worldwide...................................... 5.0% 5.4%
Based on information available from various industry and other sources and
information published by the RMA, the Company sells more tires in the United
States than any other tire manufacturer and, on the basis of annual net sales,
is the third largest tire manufacturer in the world. Based on various industry
and other sources, it is estimated that the Company's share of the worldwide
auto, truck and farm tire markets was approximately 19% in 1997, compared to
approximately 18% in 1996 and 1995.
Related products and services, including automotive parts, automotive
maintenance and repair services and associated merchandise, are sold in the
United States through approximately 882 retail outlets operated by the Company.
Automotive repair and maintenance items, automotive equipment and accessories
and other items, which are purchased for resale by the Company, are distributed
to many of the Company's tire dealers and franchisees. Related products are sold
principally in the United States and Canada under highly competitive conditions.
GOVERNMENT REGULATIONS
The National Highway Traffic Safety Administration ("NHTSA"), under
authority granted to it by the National Traffic and Motor Vehicle Safety Act of
1966, as amended, has established various standards and regulations relating to
motor vehicle safety, some of which apply to tires sold in the United States for
highway use. The NHTSA has the authority to order the recall of automotive
products, including tires, having defects deemed to present a significant safety
risk.
NHTSA has issued "Tire Registration" regulations which require the
registration of tires for the purpose of identification in the event of a
product recall and "Uniform Tire Quality Grading" regulations which require the
grading of passenger tires for treadwear, traction and temperature resistance
pursuant to prescribed testing procedures and the molding of such grades into
the sidewall of each tire. Passenger and highway truck tires are required to be
identified by ten-digit manufacturing identification codes molded on the
sidewall of each tire. The effect of compliance with these regulations on
Goodyear's sales and profits cannot be determined. However, these regulations
have increased the cost of producing and marketing passenger tires in the United
States.
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OTHER INFORMATION
Goodyear does not consider its Tires Segment business to be seasonal to
any significant degree. Goodyear maintains a significant inventory of new tires
in order to rationalize production schedules and assure prompt delivery to its
customers. Goodyear manages its inventory in order to minimize working capital
requirements and avoid unnecessary increases in unit production costs while
balancing production schedules with fluctuations in demand.
Goodyear offers its customers various financing and extended payment
programs from time to time. Goodyear does not believe these programs, when
considered in the aggregate, require an unusual amount of working capital
relative to the volume of sales involved and the prevailing practices in the
tire industry.
Goodyear's radial passenger and truck tire plants in North America and
Europe were operated at approximately 92% of capacity during 1997 (excluding the
19 day period plants were closed due to the strike by the United Steel Workers
at 5 tire plants in the United States), 91% of capacity during 1996 and 95% of
capacity during 1995. Goodyear's worldwide tire capacity utilization was
approximately 90% during 1997 (excluding the effects of said strike), 89% during
1996 and 93% during 1995. In order to maintain its competitive position, respond
to changing market conditions and optimize production efficiencies, Goodyear has
a continuing program for rationalizing production, eliminating inefficient
capacity and modernizing and increasing the capacity of its radial passenger and
truck tire facilities. Goodyear has expansion projects planned or underway at
several of its existing tire plants and certain other tire manufacturers are
building, or have announced plans to install, additional capacity for passenger
tires and light and medium truck tires over the next few years. Goodyear has
also acquired, or is in the process of installing, acquiring or obtaining access
to, new tire manufacturing capacity in various markets, including China, India,
the Philippines, Poland, Slovenia and South Africa. Continued high levels of
capacity utilization by the tire industry during 1998 will be dependent on
continued high production levels by the original equipment manufacturers in the
United States and growth in the original equipment markets in Europe, Asia and
Latin America, coupled with continued high levels of demand in the replacement
markets throughout the world.
GENERAL PRODUCTS
Another Industry Segment is the development, manufacture, distribution and
sale of numerous rubber, chemical and thermoplastic products (the "General
Products Segment"). No class of products or services in the General Products
Segment accounted for as much as 10% of Goodyear's net sales in any of the last
three years. The table below sets forth the percentage of Goodyear's net sales
and operating income attributable to the General Products Segment for each of
the three years ended December 31, 1997:
YEAR ENDED DECEMBER 31,
--------------------------------
1997 1996 1995
------ ------ ------
General Products Segment sales................................. 13.7% 13.6% 13.5%
General Products Segment operating income...................... 19.9% 44.5%(1) 13.6%
Note: (1) If determined before giving effect to the $755.6 million
writedown of the assets of the Oil Transportation Segment,
General Products Segment operating income represented 14.5% of
Goodyear's total operating income in 1996.
The products and services comprising the General Products Segment include:
VEHICLE COMPONENTS. Goodyear manufactures automotive belts and hoses, air
springs, engine mounts, and various chassis parts for motor vehicles.
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ENGINEERED RUBBER PRODUCTS. Goodyear produces various engineered rubber
products, including: conveyor and power transmission belts; air, steam, oil,
water, gasoline, materials handling and hydraulic hose for industrial
applications; tank tracks; and various other products.
CHEMICAL PRODUCTS. Goodyear produces a broad line of synthetic rubber,
latices, resins and organic chemicals used in rubber and plastic processing.
MARKETS AND DISTRIBUTION -- OTHER INFORMATION
Most products of the General Products Segment are sold directly to
manufacturers or through independent wholesale distributors. During 1997, the
five largest customers of the General Products Segment accounted for
approximately 25.6% of General Products Segment sales and no customer accounted
for more than 13.5% of General Products Segment sales. Goodyear does not
maintain a significant inventory when considered in relation to the volume of
business transacted.
The General Products Segment consists of a large number of product lines
in respect of which several manufacturers produce some, but not all, of the
products manufactured by Goodyear. There are numerous suppliers of automotive
belts and hose products and other rubber components for motor vehicles. More
than 50 major firms participate in the engineered rubber products market.
Goodyear is a major producer of synthetic rubber, rubber chemicals and latex.
Several major firms are significant suppliers of one or more chemical products
similar to those manufactured by Goodyear. These markets are highly competitive,
with quality, service and price being the most significant factors to most
customers. Goodyear believes the products offered by the General Products
Segment are generally considered to be high quality and competitive in service
and price.
OIL TRANSPORTATION
Goodyear's crude oil transportation and related activities (the "Oil
Transportation Segment") are conducted by the Celeron group of companies
("Celeron"). The table below sets forth the percentage of Goodyear's net sales
and operating income (or loss), attributable to the Oil Transportation Segment
for each of the three years ended December 31, 1997:
YEAR ENDED DECEMBER 31,
---------------------------------
1997 1996 1995
------ ------ ------
Oil Transportation Segment sales.................................. .6% .9% 1.0%
Oil Transportation Segment operating income (loss)................ 5.4% (188.3%)(1) 4.5%
Note: (1) If determined before giving effect to the $755.6 million
writedown of Oil Transportation Segment assets, Oil Transportation
Segment operating income represented 5.9% of Goodyear's total
operating income in 1996.
All American Pipeline Company, a wholly-owned subsidiary of Registrant
("All American"), owns and operates a heated crude oil pipeline system which
extends from two points on the California Coast to McCamey, Texas (the "All
American System"). Celeron Gathering Company, a wholly-owned subsidiary of
Registrant ("Celeron Gathering"), owns and operates a crude oil gathering
pipeline in the San Joaquin Valley, California (the "Celeron Gathering System").
Celeron Trading & Transportation Company, a wholly-owned subsidiary of
Registrant, engages in various crude oil exchanging, purchasing and selling
activities.
ALL AMERICAN SYSTEM
The All American System is a heated crude oil pipeline system, consisting
of a 1,225 mile
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mainline segment extending from Gaviota, California, to McCamey, Texas, an 11
mile segment extending along the California Coast from Las Flores to Gaviota,
and related terminal and oil storage facilities. The All American System is
capable of transporting up to 300,000 barrels per day of heavy crude oils,
450,000 barrels per day of lighter crude oils or lower daily volumes of
combinations of heavy crude oils (which may require heating) from fields on the
outer continental shelf along the California coast in the Santa Barbara Channel
- -- Santa Maria Basin area ("OCS Crude Oil") and lighter crude oils (which do not
require heating) from various onshore California fields ("California Crude Oil")
or other sources to System outlet stations in California for delivery through
other pipelines to refineries in the Los Angeles Basin and in the greater San
Francisco area and to All American System outlet stations in Wink and McCamey,
Texas, for delivery via other pipelines to refineries in the Mid-continent
region and along the Texas Gulf Coast. The All American System in the past has
also transported Alaska North Slope crude oil ("ANS Crude Oil") received from
other pipelines from insert points in central California to terminals located
near McCamey, Texas.
Several producers of OCS Crude Oil have entered into transportation
agreements with the All American System for the transport of available
quantities of OCS Crude Oil at specified tariff rates. An average of
approximately 118,000 barrels per day of OCS Crude Oil were transported by the
All American System during 1997. Approximately 87% of the OCS Crude Oil tendered
was transported by the All American System to outlet stations in central
California for delivery via other pipelines to refineries in the Los Angeles
Basin or the San Francisco Bay area, with the balance transported to System
outlet stations in Wink and McCamey, Texas, for delivery via other pipelines to
refineries in the Mid-continent region and along the Texas Gulf Coast. It is
anticipated that during 1998 the average number of barrels per day of OCS Crude
Oil tendered for shipment will be lower than during 1997 and that substantially
all of the OCS Crude Oil tendered will be for delivery to refineries in
California.
The average volume of crude oil transported by the All American System was
approximately 195,000 barrels per day in 1997, 207,000 barrels per day in 1996
and 217,000 barrels per day in 1995. The average tariff per barrel of crude oil
transported by the All American System during 1997 was $1.38, compared to $1.65
during 1996 and $1.76 during 1995. The All American System transported crude oil
tendered for shipment an average distance of 461 miles in 1997, 627 miles in
1996 and 791 miles in 1995. It is anticipated that during 1998 the All American
System will, on an average daily volume basis, transport lower quantities of OCS
Crude Oil and substantially the same quantities of California Crude Oil. During
1998, it is expected that the volume of crude oil transported by the All
American System within California will be somewhat higher than in 1997, while
the volume of crude oil transported to locations outside California will be
significantly lower than in 1997.
As a result of industry developments indicating that the quantities of OCS
Crude Oil, California Crude Oil and ANS Crude Oil expected to be tendered in the
future to the All American System for transportation will be lower than
previously estimated and that the volumes of crude oil expected to be
transported by the All American System to markets outside California in the
future would be significantly lower than previously anticipated, in accordance
with Statement of Financial Accounting Standards No. 121 the carrying value of
the assets of the All American System was reduced to $420 million, and a charge
of $755.6 million ($499.3 million after tax) was recorded, in the fourth quarter
of 1996.
CELERON GATHERING SYSTEM
Celeron Gathering owns and operates the Celeron Gathering System, a
43-mile crude oil gathering pipeline system, which has a design capacity of up
to 100,000 barrels per day. Celeron Gathering uses the Celeron Gathering System
in connection with its gathering, exchanging, purchasing and selling of crude
oil produced in the South Belridge and Midway Sunset areas of the San Joaquin
Valley. The major portion of crude oil acquired is ultimately sold to or
exchanged with refiners located in, or shippers transporting crude oil to, the
Mid-continent and Gulf Coast
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areas. Celeron Gathering also trades crude oil in California, most of which is
used by refiners located in the Los Angeles Basin or in Northern California.
GOVERNMENT REGULATION
The All American System is a common carrier pipeline system and, as such,
under current law is subject to the general jurisdiction of the Federal Energy
Regulatory Commission (the "FERC"). Pursuant to the Interstate Commerce Act, the
All American System is subject to FERC regulation as to tariffs, annual
reporting requirements and other operating matters. In accordance with current
laws and the regulations of the FERC, the All American System has filed with the
FERC tariffs for transportation services being offered to shippers desiring to
transport crude oil through the All American System or portions thereof. The All
American System will file an Annual Report on FERC Form No. 6 with the FERC in
March of 1998 in respect of its activities during 1997. The All American System
is also subject to the jurisdiction of the California Public Utilities
Commission (the "Cal PUC") in respect of certain of its California intrastate
transportation services. The Celeron Gathering System is a proprietary
intrastate gathering pipeline system and, as such, is not subject to the general
jurisdiction of the FERC or to the jurisdiction of the Cal PUC.
GENERAL BUSINESS INFORMATION
SOURCES AND AVAILABILITY OF RAW MATERIALS
The principal raw materials used in Goodyear's products are synthetic and
natural rubber. Goodyear purchases substantially all of its requirements for
natural rubber in the world market. Synthetic rubber accounted for approximately
55%, 54% and 54% of all rubber consumed by Goodyear worldwide during 1997, 1996
and 1995, respectively. The Company's plants located in Beaumont and Houston,
Texas, supply the major portion of its synthetic rubber requirements in the
United States. The major portion of the synthetic rubber used by Goodyear
outside the United States is supplied by third parties. The principal raw
materials used in the production of synthetic rubber are butadiene and styrene
purchased from independent suppliers and isoprene purchased from independent
suppliers or produced by Goodyear from purchased materials.
Nylon and polyester yarn, substantial quantities of which are processed in
Goodyear's textile mills, and wire for radial tires, a portion of which is
produced by Goodyear, are used in significant quantities by Goodyear. Other
important raw materials used by Goodyear are carbon black, pigments, chemicals
and bead wire. Substantially all of these raw materials are purchased from
independent suppliers, except for certain chemicals which Goodyear manufactures.
Goodyear purchases most of the materials and supplies it uses in significant
quantities from several suppliers, except in those instances where only one or a
few qualified sources are available. As in 1997, Goodyear anticipates the
continued availability (subject to possible spot shortages) of all such
materials during 1998.
Goodyear uses substantial quantities of chemicals and fuels in the
production of tires and other rubber products, synthetic rubber and latex and
other products. Supplies of chemicals and fuels have been and are expected to
continue to be adequate for the Company's manufacturing plants.
Natural rubber and certain other raw material prices decreased during
1997. In general, the Company does not anticipate significant changes in raw
material prices during 1998, although most commodity materials are likely to
continue to be subject to some price volatility.
PATENTS AND TRADEMARKS
Goodyear owns approximately 1,773 patents issued by the United States
Patent Office and approximately 6,776 patents issued or granted in other
countries around the world, and also has licenses under numerous patents of
others, covering various improvements in the design and manufacture of its
products and in processes and equipment for the manufacture of its products.
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Goodyear also has approximately 431 applications for United States Patents
pending and approximately 4,827 patent applications on file in other countries
around the world. While Goodyear considers that such patents, patent
applications and licenses as a group are of material importance, it does not
consider any one patent, patent application or license, or any related group
of them, to be of such importance that the loss or expiration thereof would
materially affect its business considered as a whole or the business of any of
its Industry Segments.
Goodyear owns and uses approximately 1,020 different trademarks, including
several using the word "Goodyear". These trademarks are protected by
approximately 6,850 registrations worldwide. Goodyear also has approximately
1,000 trademark applications pending in the United States and other
jurisdictions. While Goodyear believes such trademarks as a group are of
importance, the only trademarks Goodyear considers material to its business
are those using the word "Goodyear". Goodyear believes all of its significant
trademarks are valid and will have unlimited duration as long as they are
adequately protected and appropriately used.
BACKLOG
Goodyear does not consider its backlog of orders to be material to, or a
significant factor in, evaluating and understanding any of its Industry Segments
or its business considered as a whole.
GOVERNMENT BUSINESS
The total amount of Goodyear's business during 1997 under contracts or
subcontracts which were subject to termination at the election of the United
States Government amounted to approximately .6% of Goodyear's consolidated net
sales for 1997. The amount of business under such contracts or subcontracts
during 1996 was 1.1% of consolidated net sales for 1996. The amount of business
under such contracts or subcontracts during 1995 was .6% of consolidated net
sales for 1995.
RESEARCH AND DEVELOPMENT
Goodyear expends significant amounts each year on research for the
development of new, and the improvement of existing, products and manufacturing
processes and equipment. Goodyear maintains substantial research and development
centers for tires and related products in Akron, Ohio, and Colmar-Berg,
Luxembourg; tire technical centers in Cumberland, Maryland, and Tsukuba, Japan;
and tire proving grounds in Akron, Ohio, San Angelo, Texas, Mireval, France, and
Colmar-Berg, Luxembourg. Goodyear operates significant research and development
facilities for other products in Akron, Ohio, Lincoln, Nebraska, Marysville,
Ohio, and Orsay, France.
During the years ended December 31, 1997, 1996, 1995, 1994 and 1993
Goodyear expended, directly or indirectly, $384.1 million, $374.5 million,
$369.3 million, $341.3 million and $320.0 million, respectively, on research,
development and certain engineering activities relating to the design,
development, improvement and modification of new and existing products and
services and the formulation and design of new manufacturing processes and
equipment and improvements to existing processes and equipment. Goodyear
estimates that it will expend approximately $410 million for research and
development activities during 1998.
EMPLOYEES
At December 31, 1997, Goodyear employed approximately 95,302 people
throughout the world. Of the approximately 38,830 persons employed in the United
States at December 31, 1997, approximately 11,467 were covered by a master
collective bargaining agreement, dated May 9, 1997, with the United Steel
Workers of America, A.F.L.-C.I.O.-C.L.C ("USWA"), which agreement will expire
on April 19, 2003, and approximately 8,778 were covered by other contracts with
the USWA and various other unions.
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COMPLIANCE WITH ENVIRONMENTAL REGULATIONS
Goodyear is subject to extensive regulation under environmental and
occupational health and safety laws and regulations concerning, among other
things, air emissions, discharges to waters and the generation, handling,
storage, transportation and disposal of waste materials and hazardous
substances. Goodyear has a continuing program to ensure its compliance with
Federal, state and local environmental and occupational safety and health laws
and regulations. During 1997, 1996, 1995, 1994 and 1993, Goodyear made capital
expenditures aggregating approximately $16.6 million, $12.5 million, $17.4
million, $11.7 million, and $13.4 million, respectively, for environmental
improvement and occupational safety and health compliance projects in respect of
its facilities worldwide. Goodyear presently estimates that it will make capital
expenditures for pollution control facilities and occupational safety and health
projects of approximately $10.0 million during 1998 and approximately $10.3
million during 1999. In addition, Goodyear expended approximately $67.8 million
during 1997, and Goodyear estimates that it will expend approximately $75.7
million during 1998 and approximately $69.8 million during 1999, to maintain and
operate its pollution control facilities and conduct its other environmental and
occupational safety and health activities, including the control and disposal of
hazardous substances, which amounts are expected to be sufficient to comply with
applicable existing environmental and occupational safety and health laws and
regulations and are not expected to have a material adverse effect on Goodyear's
competitive position in the industries in which it participates. At December 31,
1997, Goodyear had reserved $71.2 million for anticipated costs associated with
the remediation of numerous waste disposal sites and certain other properties
and related environmental activities. In the future Goodyear may incur increased
costs and additional charges associated with environmental compliance and
cleanup projects necessitated by the identification of new waste sites, the
impact of new and increasingly stringent environmental laws, such as the Clean
Air Act, and regulatory standards and the availability of new technologies.
INFORMATION ABOUT GEOGRAPHICS SEGMENTS
AND INTERNATIONAL OPERATIONS
Financial information relating to Goodyear's "Geographic Segments" for
each of the three years in the period ended December 31, 1997 appears in Note
17, captioned "Business Segments", and in the tabulation captioned "Geographic
Segments" at Note 17 of the Notes to Financial Statements set forth in Item 8 of
this Annual Report, at pages 48 and 50, respectively, and is incorporated herein
by specific reference.
The Company, through its foreign subsidiaries, engages in manufacturing or
sales operations in most countries in the world, including manufacturing
operations in 28 foreign countries. Foreign sales represented approximately 47%,
47% and 45% of total sales and foreign operating income represented
approximately 53%, 181% (59% if determined before giving effect to the $755.6
million writedown of the Oil Transportation Segment assets), and 56% of total
operating income in 1997, 1996 and 1995, respectively. Goodyear's foreign
manufacturing operations consist primarily of the production of tires.
Industrial rubber and certain other products are also manufactured in certain of
the Company's foreign plants.
Goodyear also participates in joint ventures in various countries.
Goodyear and Pacific Dunlop Limited each have a 50% equity interest in South
Pacific Tyres, an Australian partnership, and South Pacific Tyres N.Z. Limited,
a New Zealand company, which entities operate five tire manufacturing plants, 20
retread plants and a chain of approximately 523 retail outlets in Australia, New
Zealand and Papua - New Guinea. Other joint venture interests of the Company
include: (1) a 50% interest in Nippon Giant Tire Co., Ltd., which manufactures
earthmover tires in Japan; and (2) a 50% (43.2% net equity) interest in South
Asia Tires Limited, which owns a tire manufacturing facility under construction
near Bombay, India, which was substantially completed in 1997.
In addition to the ordinary risks of the marketplace, the Company's
foreign operations and the results thereof in some countries are affected by
price controls, import controls, labor
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regulations, tariffs, extreme inflation or fluctuations in currency values.
Furthermore, in certain countries where Goodyear operates (primarily countries
located in Central and South America), transfers of funds from foreign
operations are generally or periodically subject to the availability of foreign
exchange in the host country and other related restrictive governmental
regulations.
ITEM 2. PROPERTIES.
Goodyear manufactures its products in 82 manufacturing facilities located
around the world. There are 33 plants in the United States and 49 plants in 28
other countries.
TIRES SEGMENT MANUFACTURING FACILITIES. The Company owns (or leases with
the right to purchase at a nominal price) and operates the following
manufacturing facilities used by the Tires Segment.
UNITED STATES: Manufacturing facilities having an aggregate of 18.1
million square feet of floor space, as follows: (1) Tire plants at Akron, Ohio;
Danville, Virginia; Fayetteville, North Carolina; Freeport, Illinois; Gadsden
Alabama; Lawton, Oklahoma; Topeka, Kansas; Tyler, Texas; and Union City,
Tennessee; (2) Steel tire wire plant at Asheboro, North Carolina; (3) Textile
mills at Cartersville, Georgia; and Decatur, Alabama; (4) Tread rubber plants at
Greenville, Texas; Radford, Virginia; Social Circle, Georgia; and Spartanburg,
South Carolina; and (5) tire mold plants at Statesville, North Carolina; and
Stow, Ohio.
CANADA: Tire plants having an aggregate of 1.9 million square feet of
floor space located at Medicine Hat, Alberta; Napanee, Ontario; and Valleyfield,
Quebec.
EUROPE: Manufacturing facilities having an aggregate of 11.6 million
square feet of floor space, as follows: (1) Tire plants at Amiens, France; Fulda
and Phillippsburg, Germany; Cisterna di Latina, Italy; Colmar-Berg, Luxembourg;
Casablanca, Morocco; Adapazari and Ismit, Turkey; Wolverhampton, England;
Debica, Poland; and Uitenhage, South Africa; and (2) three plants at
Colmar-Berg, Luxembourg, for the the manufacture of tire fabric, steel tire cord
and molds and machines.
LATIN AMERICA: Tire plants having an aggregate of approximately 8.2
million square feet of floor space located at: Hurlingham, Argentina; Americana
and Sao Paulo, Brazil (also tubes, tire molds, tire fabric and fabric dipping);
Santiago, Chile (also tubes); Cali, Columbia; Guatemala City, Guatemala; Mexico
City, Mexico; Lima, Peru; and Valencia, Venezuela.
ASIA: Tire plants having an aggregate of approximately 3.5 million square
feet of floor space located at: Dalian, China; New Delhi, India; Bogor,
Indonesia; Kuala Lumpur, Malaysia; Manila and Marikina, Philippines; Taipei,
Taiwan; and Bangkok, Thailand.
GENERAL PRODUCTS SEGMENT MANUFACTURING FACILITIES. The Company owns (or
leases with the right to purchase at a nominal price) and operates the following
manufacturing facilities having an aggregate of approximately 6.7 million square
feet of floor space:
UNITED STATES: (1) Synthetic rubber and rubber chemicals plants at
Bayport, Beaumont, and Houston, Texas; and Niagara Falls, New York; (2) hose
products plants at Hannibal, Missouri; Lincoln, Nebraska (also power
transmission products); Mt Pleasant, Iowa; Norfolk, Nebraska; and Sun Prairie,
Wisconsin; (3) conveyor belting plants at Marysville, Ohio; and Spring Hope,
North Carolina; (4) air springs plant at Green, Ohio; (5) molded rubber products
plant at St. Marys, Ohio; (6) automotive parts plant at Logan, Ohio; and (7)
specialty resins plant at Akron, Ohio.
CANADA: (1) Hose products plants at Collingwood, Ontario; and St. Alphonse
de Granby, Quebec; (2) conveyor belting plant at Bowmanville, Ontario; (3) power
transmission products plant at Owen Sound, Ontario; and (4) a molded rubber
products plant at Quebec City, Quebec.
EUROPE: Chemical plant at LaHarve, France; engineered products plant at
Kranj, Slovenia; and conveyor belting and power transmission and hose products
plant at Uitenhage, South Africa.
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LATIN AMERICA: (1) Conveyor belting and power transmission and hose
products plants at Sao Paulo, Brazil; Santiago, Chile; and Valencia, Venezuela;
(2) air springs plant at Maua, Brazil; (3) hose products plant at Tinaquillo,
Venezuela; and (4) hose products and air springs plant at San Luis Potosi,
Mexico.
ASIA: Conveyor belting plant at Bayswater, Australia; and hose products
plant at Qingdao, China.
The manufacturing facilities of Goodyear are, when considered in the
aggregate, modern and adequately maintained. Goodyear's capital expenditures for
new plant and equipment and for expansion, modernization and replacement of
existing plants and equipment and related assets aggregated $699.0 million in
1997, $617.5 million in 1996, $615.6 million in 1995. Of said amounts, $343.2
million in 1997, $301.4 million in 1996 and $347.9 million in 1995 were expended
on facilities located in the United States. The Company estimates that its
capital expenditures during 1998 will total approximately $700 million to $800
million.
During 1997, Goodyear's worldwide tire production facilities were operated
at approximately 90% (excluding the effect of the 19 day strike) of rated
capacity and its other manufacturing facilities were operated at approximately
87% of rated capacity. Giving effect to plant expansions and modernizations
recently completed or presently underway or planned, the Company's manufacturing
facilities are generally expected to have production capacity sufficient to
satisfy presently anticipated demand for the Company's tires and other products.
Goodyear also owns substantial interests in plants located in Australia
(tires and retreading), India (tires), Japan (earthmover tires) and New Zealand
(tires and retreading). In addition to its manufacturing facilities, the Company
owns and operates rubber plantations in Indonesia. The Company also owns and
operates research and development facilities and technical centers in Akron,
Ohio, Colmar-Berg, Luxembourg, Lincoln, Nebraska, Marysville, Ohio, and Orsay,
France and tire proving grounds in Akron, Ohio (82 acres), Mireval, France (450
acres), and San Angelo, Texas (7,243 acres). The Company also operates tire
technical centers in Cumberland, Maryland, and Tsukuba, Japan, and a tire
proving ground in Colmar-Berg, Luxembourg.
The Company operates approximately 882 retail outlets for the sale of its
tires to consumers in the United States and approximately 444 retail outlets in
other countries. Worldwide, the Company also operates approximately 119
retreading facilities and approximately 209 warehouse and distribution
facilities. Substantially all of these facilities are leased. The Company does
not consider any one of these leased properties to be material to its
operations. For additional information regarding leased properties, see Note 6,
"Properties and Plants," and Note 8, "Leased Assets," of the Notes to Financial
Statements set forth in Item 8 of this Annual Report at pages 40 and 43,
respectively.
Reference is made to the information set forth in Item 1 under the caption
"Oil Transportation" beginning at page 7, which includes a brief description of,
and other information regarding, the All American System and the Celeron
Gathering System.
ITEM 3. LEGAL PROCEEDINGS.
At March 1, 1998, Goodyear was a party to the following material legal
proceedings, as defined in the Instructions to Item 103 of Regulation S-K:
(A) Since January 19, 1990, a series of 65 civil actions have been filed
against Registrant in the United States District Court for the District of
Maryland relating to the development of lung disease, cancer and other diseases
by former employees of The Kelly-Springfield Tire Company ("Kelly"), formerly a
wholly-owned subsidiary of Registrant, alleged to be the result of exposure to
allegedly toxic substances, including asbestos and certain chemicals, while
working at the Cumberland, Maryland tire plant of Kelly, which was closed in
1987. The plaintiffs allege, among other things, that Registrant, as the
manufacturer or seller of certain materials, negligently failed to warn Kelly
employees of the health risks associated with their employment at the Cumberland
plant and failed to implement procedures to preserve their health and safety.
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The plaintiffs in these civil actions are seeking an aggregate of $650 million
in compensatory damages and $6.46 billion in punitive damages. On March 5, 1997,
the court granted Registrant's motion for summary judgment and issued an Order
and Judgment dismissing all of these civil actions with prejudice. On April 7,
1997, the plaintiffs appealed the Order and Judgement of the court to the United
States Court of Appeals for the Fourth Circuit.
(B) On June 7, 1990, a civil action, Teresa Boggs, et al. v. Divested
Atomic Corporation, et al., was filed in United States District Court for the
Southern District of Ohio by Teresa Boggs and certain other named Plaintiffs on
behalf of themselves and a class comprised of certain other persons who reside
near the Portsmouth Uranium Enrichment Complex, a facility owned by the United
States Government as a part of the United States Department of Energy ("DOE")
and located in Pike County, Ohio (the "Portsmouth Plant"), against Divested
Atomic Corporation ("DAC"), the successor by merger of Goodyear Atomic
Corporation ("GAC"), Registrant and Martin Marietta Energy Systems, Inc.
("MMES"). GAC had operated the Portsmouth Plant pursuant to a series of
contracts with the DOE for several years until November 16, 1986, when MMES
assumed operation of the Portsmouth Plant. The Plaintiffs allege that the past
and present operators of the Portsmouth Plant, GAC (then a wholly-owned
subsidiary of Registrant) and MMES, contaminated certain areas near the
Portsmouth Plant with radioactive or other hazardous materials, or both, causing
property damage and emotional distress. Plaintiffs seek $300 million in
compensatory damages, $300 million in punitive damages and unspecified amounts
for medical monitoring and cleanup costs.
(C) On January 13, 1995, a civil action, Gregory Tire, et al. v. Goodyear,
et al. (Cause No. 95-00409), was filed in the 192nd Judicial District Court,
Dallas County, Texas, against Registrant (and two employees of Registrant) by 22
tire dealers located in Texas who are or were customers of Registrant, either as
independent dealers or franchisees. The complaint alleges, among other things,
that in the course of Registrant's commercial relationships and dealings with
the plaintiffs, Registrant violated the Texas Business Opportunities Act and the
Texas Deceptive Trade Practices Act, breached its fiduciary duty to the
plaintiffs, breached its covenants of good faith and fair dealings with the
plaintiffs, violated the Texas Free Enterprise Act, violated the Texas Antitrust
Act, breached certain contracts with the plaintiffs and committed common law
fraud. The plaintiffs are seeking unspecified compensatory damages, exemplary
damages equal to the greater of $230 million or 10% of Registrant's net worth
and injunctive and other relief.
(D) On March 15, 1995, a civil action, Orion Tire Corporation, et al. vs.
Goodyear, et al. (Cause No. SA CV 95-221), was filed in the United States
District Court for the Central District of California, against Registrant,
Goodyear International Corporation, a wholly-owned subsidiary of Registrant
("GIC"), and five individuals, including Samir G. Gibara, Chairman of the Board,
Chief Executive Officer and President of Registrant, by Orion Tire Corporation
("Orion"), a California corporation, China Tire Holdings Limited, a Bermuda
corporation ("China Tire"), and China Strategic Holdings Limited, a Hong Kong
corporation ("China Strategic"). The plaintiffs alleged, among other things,
that, in connection with Registrant's acquisition of a 75% interest in a tire
manufacturing facility (the "Dalian Facility") in Dalian, People's Republic of
China, in 1994, Registrant and GIC engaged in tortious interference with certain
alleged contractual relationships of plaintiffs involving the Dalian Facility,
committed tortious interference with certain prospective economic advantages of
the plaintiffs, violated the California Cartwright Act by engaging in an
unlawful combination and conspiracy in restraint of trade and committed trade
libel and defamation by making oral defamatory and written libelous statements
concerning the plaintiffs to various parties. In addition, all defendants were
alleged to have engaged in a civil conspiracy to induce the entities which owned
the Dalian Facility to breach their contracts with the plaintiffs and to have
engaged in civil racketeering. On motion made by Registrant, the court dismissed
all individual defendants from the proceeding for lack of jurisdiction,
dismissed all claims made by China Strategic and most of the claims made by
Orion and China Tire. The remaining claims of Orion and China Tire are that
Registrant and GIC allegedly (i) engaged in conduct which constituted tortious
interference with the prospective economic advantage of Orion
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by allegedly wrongfully obstructing and interfering with Orion's alleged
prospective business ventures involving the Dalian Facility and (ii) committed
trade libel and defamation in respect of Orion and China Tire by knowingly
publishing untrue statements regarding Orion and China Tire to various officials
of the Dalian Facility and various governmental bodies in the People's Republic
of China. The plaintiffs are seeking more than $1.0 billion in actual damages
and more than $3.0 billion in exemplary damages from Registrant and GIC, and
such further relief as the court may deem appropriate.
(E) In March of 1997, Registrant filed a civil action, Goodyear v. Chiles
Power Supply Inc., d/b/a Heatway Systems (Case No. 5:97CV0335), in the United
States District Court for the Northern District of Ohio, Eastern Division,
against Chiles Power Supply Inc. ("Heatway") seeking (i) to collect $2.3 million
due for Entran 3 hose sold and delivered to Heatway and (ii) to obtain a
declaratory judgment to the effect that Registrant's obligations in respect of
Entran 2 hose sold to Heatway in the past are limited by Registrant's standard
written terms and conditions of sale. Heatway has counterclaimed, alleging that
all Entran 2 hose sold to it is defective and that Heatway has been damaged as a
result. Heatway is seeking an unspecified amount of damages.
(F) Since April 1, 1995, Goodyear has received two subpoenas issued in
connection with an industry-wide investigation being conducted by the Cleveland,
Ohio, office of the Antitrust Division of the United States Department of
Justice into possible violations of Section 1 of the Sherman Act by tire
manufacturers. The subpoenas call for the production of documents to a Federal
grand jury sitting in Cleveland. Goodyear is cooperating fully with the
Department of Justice in the investigation.
(G) In addition to the legal proceedings described above, various other
legal actions, claims and governmental investigations and proceedings covering a
wide range of matters were pending against Registrant and its subsidiaries at
March 1, 1998, including claims and proceedings relating to several waste
disposal sites that have been identified by the USEPA and similar agencies of
various States for remedial investigation and cleanup, which sites were
allegedly used by Goodyear in the past for the disposal of industrial waste
materials. Registrant, based on available information, does not consider any
such action, claim, investigation or proceeding to be material, within the
meaning of that term as used in Item 103 of Regulation S-K and the instructions
thereto.
Registrant, based on available information, has determined with respect to
each legal proceeding pending against Registrant and its subsidiaries at March
1, 1998, either that it is not reasonably possible that Goodyear has incurred
liability in respect thereof (or, if reasonably possible, that the nature and
amount thereof has been disclosed in Note 18 to the Financial Statements set
forth at Item 8 to, at page 51 of, this Annual Report) or that any liability
ultimately incurred will not exceed the amount, if any, recorded in respect of
such proceeding at December 31, 1997, by an amount which would be material
relative to the consolidated financial position, results of operations or
liquidity of Goodyear, although, in the event of an unanticipated adverse final
determination in respect of certain proceedings, Goodyear's consolidated net
income for the period during which such determination occurs could be materially
affected.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of the security holders of the
Registrant during the calendar quarter ended December 31, 1997.
ITEM 4(A). EXECUTIVE OFFICERS OF REGISTRANT.
Set forth below, in accordance with Instruction 3 to Item 401(b) of
Regulation S-K, are: (1) the names and ages of all executive officers (including
executive officers who are also directors) of the Registrant as of March 1,
1998, (2) all positions with the Registrant presently held by each such person
and (3) the positions held by, and principal areas of responsibility of, each
such person during the last five years.
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NAME POSITION(S) HELD AGE
------- ------------------ -----
SAMIR G. GIBARA CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER 58
AND PRESIDENT AND DIRECTOR
Mr. Gibara served in various managerial capacities after joining Goodyear
in 1966. Mr. Gibara was elected a Vice President of Registrant on October 6,
1992, serving in that capacity as the executive officer responsible for
strategic planning and business development and as the acting Vice President of
Finance and the principal financial officer of Registrant. On May 3, 1994, Mr.
Gibara was elected an Executive Vice President of Registrant and, in such
capacity, was the executive officer responsible for the North American Tire
Operations of Registrant. Effective April 15, 1995, Mr. Gibara was elected
President and Chief Operating Officer of Registrant. Mr. Gibara was elected
President and Chief Executive Officer of Registrant effective January 1, 1996,
and Chairman of the Board, Chief Executive Officer and President effective July
1, 1996. Mr. Gibara is the principal executive officer of Registrant. Mr. Gibara
has been a director of Registrant since April 15, 1995.
WILLIAM J. SHARP PRESIDENT, GLOBAL SUPPORT OPERATIONS 56
Mr. Sharp served in various tire production posts until elected, effective
April 1, 1991, an Executive Vice President of Registrant for worldwide product
supply, serving in that capacity, as the executive officer of Registrant
responsible for Goodyear's tire manufacturing and distribution operations and
research, development and engineering activities until October 1, 1992, when he
became the executive officer of Registrant responsible for the operations of
Registrant's subsidiaries in Europe. Effective January 1, 1996, Mr. Sharp was
elected Registrant's President, Global Support Operations, and, as such, he is
the executive officer of Registrant having corporate responsibility for
Goodyear's research and development, manufacturing, purchasing, materials
management, quality assurance, and environmental and health and safety
improvement activities worldwide. Mr. Sharp has been an employee of Goodyear
since 1964.
ROBERT W. TIEKEN EXECUTIVE VICE PRESIDENT 58
AND CHIEF FINANCIAL OFFICER
Mr. Tieken joined Goodyear on May 3, 1994, when he was elected an
Executive Vice President and the Chief Financial Officer of Registrant. Prior to
joining Goodyear, Mr. Tieken had been employed by the General Electric Company
for 32 years, serving in various financial management posts, including Vice
President, Finance and Information Technology of General Electric Aerospace from
1988 to April of 1993. From April of 1993 through April of 1994, Mr. Tieken was
the Vice President of Finance of Martin Marietta Corporation, which acquired
General Electric Aerospace in April of 1993. Mr. Tieken is the principal
financial officer of Registrant.
EUGENE R. CULLER, JR EXECUTIVE VICE PRESIDENT 59
Mr. Culler served in various capacities until August 2, 1988, when he was
elected an Executive Vice President of Registrant, serving in that capacity as
the executive officer of Registrant responsible for Goodyear's North American
Tire Operations until September 30, 1990. Mr. Culler was the President of
Goodyear Canada Inc., a wholly-owned subsidiary of Registrant, from October 1,
1990 to April 15, 1995. Mr. Culler was again elected an Executive Vice President
of Registrant effective April 15, 1995, and, as such, he is the executive
officer responsible for Goodyear's North American Tire Operations. Mr. Culler
has been an employee of Goodyear since 1961.
NISSIM CALDERON VICE PRESIDENT 64
Dr. Calderon served in various research management posts until April 7,
1986, when he was elected a Vice President of Registrant. He is the executive
officer of Registrant responsible for Goodyear's research programs. Dr. Calderon
has been an employee of Goodyear since 1962.
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NAME POSITION(S) HELD AGE
------- ------------------ -----
JAMES BOYAZIS VICE PRESIDENT AND SECRETARY 61
Mr. Boyazis joined Goodyear in 1963, serving in various posts until June
2, 1987, when he was elected a Vice President and the Secretary of Registrant.
He is also the Associate General Counsel of Registrant.
JESSE T. WILLIAMS, SR. VICE PRESIDENT 58
Mr. Williams served in various human resources posts until August 2, 1988,
when he was elected a Vice President of Registrant. Mr. Williams was responsible
for corporate compliance with equal employment opportunity laws and regulations
until July 1, 1991, when he became the executive officer of Registrant
responsible for Goodyear's human resources, diversity, safety and workers'
compensation activities and for compliance with the various equal employment
opportunity, workplace safety and other employment laws and regulations. Mr.
Williams was the executive officer of Registrant responsible for Goodyear's
compensation and employment practices from March 1, 1993 through October 31,
1995. Effective November 1, 1995, Mr. Williams became the executive officer of
Registrant responsible for Goodyear's human resources policy, employment
practices and systems. Mr. Williams has been an employee of Goodyear since 1962.
JOHN P. PERDUYN VICE PRESIDENT 58
Mr. Perduyn served in various public relations posts until he was elected
a Vice President of Registrant effective June 1, 1989. He is the executive
officer of Registrant responsible for Goodyear's public affairs activities. Mr.
Perduyn has been an employee of Goodyear since 1970.
RICHARD P. ADANTE VICE PRESIDENT 51
Mr. Adante served in various engineering and management posts until April
of 1990, when he was appointed Vice President for merchandise distribution and
control. Mr. Adante was elected a Vice President effective April 1, 1991. He is
the executive officer of Registrant responsible for materials management. Mr.
Adante has been an employee of Goodyear since 1966.
H. CLAY ORME VICE PRESIDENT 58
Mr. Orme served in various manufacturing management posts until he was
elected a Vice President of Registrant effective September 1, 1992,. He is the
executive officer of the Registrant responsible for Goodyear's worldwide
manufacturing, corporate engineering and product distribution operations. Mr.
Orme has been an employee of Goodyear since 1962.
GARY A. MILLER VICE PRESIDENT 51
Mr. Miller served in various management and research and development posts
until he was elected a Vice President of Registrant effective November 1, 1992.
He is the executive officer of Registrant responsible for Goodyear's purchasing
operations. Mr. Miller has been an employee of Goodyear since 1967.
MIKE L. BURNS VICE PRESIDENT 56
Mr. Burns served in various human resources posts until appointed Director
of Organization Development and Training in 1986. He was elected a Vice
President of Registrant effective March 1, 1993. He is the executive officer of
Registrant responsible for Goodyear's human resources and total quality systems.
Mr. Burns has been an employee of Goodyear since 1965.
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NAME POSITION(S) HELD AGE
------- ------------------ -----
GEORGE E. STRICKLER VICE PRESIDENT 50
Mr. Strickler served in various accounting, treasury and financial posts
until August of 1988, when he became the principal financial officer of the Tire
Division. Mr. Strickler was a Vice President and the Comptroller of Registrant
from September 1, 1993 to May 31, 1996. Since June 1, 1996, Mr. Strickler has
served as a Vice President of Registrant and is the executive officer of
Registrant responsible for the financial functions of Goodyear's North American
Tires operations. Mr. Strickler has been an employee of Goodyear since 1969.
JAMES C. WHITELEY VICE PRESIDENT 50
Mr. Whiteley served in various quality control and quality assurance
managerial posts until appointed Director of Tire Quality Assurance on June 1,
1990. He was elected a Vice President of Registrant on November 2, 1993, serving
as the executive officer of Registrant responsible for product quality and
safety. Effective July 1, 1995, Mr. Whiteley became the executive officer of
Registrant responsible for product quality and safety and environmental and
occupational health and safety improvement and government compliance programs.
Mr. Whiteley has been an employee of Goodyear since 1969.
RICHARD W. HAUMAN VICE PRESIDENT AND TREASURER 51
Mr. Hauman served in various financial management posts around the world
until he was elected an Assistant Treasurer of Registrant on August 15, 1988. He
was elected a Vice President and the Treasurer of Registrant on October 4, 1994.
Mr. Hauman is the executive officer of Registrant responsible for Goodyear's
worldwide treasury operations, risk management activities and pension asset
management. Mr. Hauman has been an employee of Goodyear since 1968.
RICHARD J. STEICHEN VICE PRESIDENT 53
Dr. Steichen served in various research and development posts until August
1, 1991, when he was appointed Director of Technology Management. On November 1,
1992, Dr. Steichen was appointed the General Manager of Technology and Quality
Assurance of South Pacific Tyres, a joint venture company 50% owned by Goodyear,
serving in that capacity until November 30, 1994. Dr. Steichen was elected a
Vice President of Registrant effective December 1, 1994. Dr. Steichen is the
executive officer of Registrant responsible for Goodyear's worldwide tire
technology activities. Dr. Steichen has been an employee of Goodyear since 1973.
C. THOMAS HARVIE VICE PRESIDENT AND GENERAL COUNSEL 54
Mr. Harvie joined Goodyear on July 1, 1995 as a Vice President and the
General Counsel of Registrant. Prior to joining Goodyear, Mr. Harvie was a Vice
President and the Associate General Counsel of TRW Inc. from 1989 through June
1995. Mr. Harvie had been employed by TRW Inc. for 20 years in various
capacities in the TRW Inc. law department.
LEE N. FIEDLER VICE PRESIDENT 56
Mr. Fiedler served in various chemical sales and marketing positions and
managerial posts until October 1, 1991, when he became the President and Chief
Executive Officer of The Kelly-Springfield Tire Company, formerly a wholly-owned
subsidiary of Registrant. Since January 1, 1996, he has served as the President
of the Kelly-Springfield Division. He was elected a Vice President of Registrant
on November 5, 1996 and is the executive officer of Registrant responsible for
Kelly-brand and private-brand tire operations. Mr. Fiedler has been an employee
of Goodyear since 1963.
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NAME POSITION(S) HELD AGE
------- ------------------ -----
SYLVAIN G. VALENSI VICE PRESIDENT 55
Mr. Valensi served in various finance, sales and marketing positions until
1985, when he was appointed Director of Sales and Marketing for the European
region. In November 1993, he was named President and Chief Executive Officer of
Goodyear France S.A., a wholly-owned subsidiary of Registrant. On February 1,
1996, Mr. Valensi was appointed Vice President of Goodyear's European region. On
November 5, 1996, Mr. Valensi was elected a Vice President of Registrant and in
that capacity serves as the executive officer of Registrant responsible for the
Goodyear's operations in Europe, Africa and the Middle East. Mr. Valensi has
been an employee of Goodyear since 1965.
JOSEPH M. GINGO VICE PRESIDENT 53
Mr. Gingo served in various research and development and managerial posts
until elected a Vice President of Registrant effective November 1, 1992, serving
in that capacity as the executive officer of Registrant responsible for
Goodyear's worldwide tire technology activities until January 1, 1995, when he
was appointed Vice President of Goodyear's Asia region. On November 5, 1996, Mr.
Gingo was elected a Vice President of Registrant and, in that capacity, is the
executive officer of Registrant responsible for Goodyear's operations in Asia.
Mr. Gingo has been an employee of Goodyear since 1966.
JOHN C. POLHEMUS VICE PRESIDENT 53
Mr. Polhemus served in various managerial positions in Goodyear's
international operations until June 1, 1991, when he was appointed Managing
Director and President of Goodyear do Brasil Produtos de Borracha Ltda, a
wholly-owned subsidiary of Registrant. On April 10, 1995, Mr. Polhemus was
appointed Vice President for the Latin America region. On November 5, 1996, Mr.
Polhemus was elected a Vice President of Registrant and, in that capacity, is
the executive officer of Registrant responsible for Goodyear's Latin American
operations. Mr. Polhemus has been an employee of Goodyear since 1969.
TERRY L. PERSINGER VICE PRESIDENT 53
Mr. Persinger joined Goodyear in 1966, serving in various research and
development and managerial positions until May 16, 1989, when he was appointed
Vice President and General Manager of the Polyester Division. He served in that
capacity until December 1992, when the Polyester Division was sold to Shell Oil
Company. Mr. Persinger left Goodyear and joined Shell at that time. He rejoined
Goodyear effective January 1, 1995, when he was appointed Vice President and
General Manager of Engineered Products. On November 5, 1996, Mr. Persinger was
elected a Vice President of Registrant and, in that capacity, is the executive
officer of Registrant responsible for Goodyear's Engineered Products operations.
DENNIS E. DICK VICE PRESIDENT 58
Mr. Dick served in various research and development and production posts
until elected a Vice President of Registrant on April 9, 1984, serving as the
executive officer of Registrant responsible for Goodyear's general products
technology management activities worldwide until October 1991, when he was
appointed Vice President and General Manager of Goodyear's Chemical Division. On
November 5, 1996, Mr. Dick was elected a Vice President of Registrant and in
that capacity the executive officer of Registrant responsible for Goodyear's
Chemical Division. Mr. Dick has been an employee of Goodyear since 1964.
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NAME POSITION(S) HELD AGE
------- ------------------ -----
JOHN W. RICHARDSON VICE PRESIDENT 52
Mr. Richardson served in various financial management posts until he was
appointed General Manager and Finance Director of Goodyear Great Britain Limited
on November 1, 1990. Mr. Richardson was appointed General Auditor of Goodyear on
February 1, 1993, serving in that post until appointed Vice President and
Comptroller on June 1, 1996. He was elected Vice President Corporate Finance of
Registrant on November 5, 1996 and in that capacity is the principal accounting
officer of Registrant. Mr. Richardson has been an employee of Goodyear since
1967.
CLARK E. SPRANG VICE PRESIDENT 55
Mr. Sprang served in various financial posts until appointed Finance
Director for Europe on July 1, 1990, serving in that post until September 1,
1993, when he was appointed Vice President Business Development. Mr. Sprang was
elected a Vice President of Registrant on November 5, 1996 and in that capacity
is the executive officer of Registrant responsible for Goodyear's business
development activities. Mr. Sprang has been an employee of Goodyear since 1966.
No family relationship exists between any of the above named executive
officers or between said executive officers and any other director or nominee
for director of Registrant.
Each executive officer is elected by the Board of Directors of Registrant
at its annual meeting to a term of one year or until his or her successor is
duly elected, except in those instances where the person is elected at other
than an annual meeting of the Board of Directors in which event such person's
tenure will expire at the next annual meeting of the Board of Directors unless
such person is reelected. The next annual meeting of the Board of Directors is
scheduled to be held on April 6, 1998.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The principal market for Registrant's Common Stock is the New York Stock
Exchange (Stock Exchange Symbol GT). Registrant's Common Stock is also listed on
the Chicago Stock Exchange and the Pacific Exchange. Overseas listings include
the Amsterdam, Paris and Swiss Stock Exchanges.
Information relating to the high and low sale prices of Registrant's
Common Stock and the dividends paid on such shares during 1997 and 1996 appears
under the caption "Quarterly Data and Market Price Information" in Item 8 of
this Annual Report, at page 53, and is incorporated herein by specific
reference. The first quarter 1998 cash dividend, to be paid on March 16, 1998 to
shareholders of record at February 17, 1998, was $.30 per share.
At February 17, 1998, there were 29,078 record holders of the 156,818,027
shares of the Common Stock of Registrant then outstanding. Approximately
8,310,815 shares of the Common Stock of Registrant were beneficially owned by
approximately 35,062 participants in four Employee Savings Plans sponsored by
Registrant and certain of its subsidiaries. The Northern Trust Company is the
Trustee for said Employee Savings Plans.
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ITEM 6. SELECTED FINANCIAL DATA.
YEAR ENDED DECEMBER 31,
- --------------------------------------------------------------------------------------------------------------
(IN MILLIONS, EXCEPT PER SHARE)........... 1997 1996 1995 1994 1993
----------- ----------- ----------- ----------- -----------
Net Sales................................. $13,155.1 $13,112.8 $13,165.9 $12,288.2 $11,643.4
Income before Extraordinary
Items and Cumulative Effect of
Accounting Changes...................... 558.7 101.7 611.0 567.0 488.7
Extraordinary Items --
Early Extinguishment of Debt............ -- -- -- -- (14.6)
Cumulative Effect of
Change in Accounting for
Postemployment Benefits................. -- -- -- -- (86.3)
--------- --------- --------- --------- ---------
Net Income................................ $ 558.7 $ 101.7 $ 611.0 $ 567.0 $ 387.8
========= ========= ========= ========= =========
Per Share of Common Stock:
Income before Extraordinary
Items and Cumulative Effect of
Accounting Changes...................... $ 3.58 $ .66 $ 4.02 $ 3.75 $ 3.33
Extraordinary Items --
Early Extinguishment of Debt............ -- -- -- -- (.10)
Cumulative Effect of
Change in Accounting for
Postemployment Benefits................. -- -- -- -- (.59)
--------- --------- --------- --------- ---------
Net Income - basic........................ $ 3.58 $ .66 $ 4.02 $ 3.75 $ 2.64
========= ========= ========= ========= =========
Net Income - diluted...................... $ 3.53 $ .65 $ 3.97 $ 3.70 $ 2.58
========= ========= ========= ========= =========
Dividends Per Share....................... $ 1.14 $ 1.03 $ .95 $ .75 $ .575
Total Assets.............................. $ 9,917.4 $ 9,671.8 $ 9,789.6 $ 9,123.3 $ 8,436.1
Long Term Debt............................ $ 844.5 $ 1,132.2 $ 1,320.0 $ 1,108.7 $ 1,065.9
Shareholders' Equity...................... $ 3,395.5 $ 3,279.1 $ 3,281.7 $ 2,803.2 $ 2,300.8
Notes: (1) See "Principles of Consolidation" at Note 1 ("Accounting Policies")
to the Financial Statements at page 37.
(2) Net Income in 1997 included net after-tax charges of $176.3 million,
or $1.13 per share-basic, for rationalizations.
(3) Net Income in 1996 included net after-tax charges of $573.0 million,
or $3.69 per share-basic, for the writedown of the All American
Pipeline System and related assets and other rationalizations.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
CONSOLIDATED
NET SALES
Sales in 1997 were $13.16 billion, compared to $13.11 billion in 1996 and
$13.17 billion in 1995.
Net income in 1997 was $558.7 million or $3.58 per share-basic, compared
to $101.7 million or $.66 per share-basic in 1996 and $611.0 million or $4.02
per share-basic in 1995. Diluted earnings per share were $3.53, $.65 and $3.97
in 1997, 1996 and 1995, respectively. All subsequent per share amounts in this
discussion refer to basic earnings per share.
Net income in 1997 included net after-tax charges of $176.3 million or
$1.13 per share for rationalizations of manufacturing and other activities, as
discussed below. Net income in 1996 included net after-tax charges of $573.0
million or $3.69 per share related to the writedown of the All American Pipeline
System and related assets and other rationalization actions.
Worldwide tire unit sales in 1997 were 5.0% higher than 1996 and 10.7%
higher than 1995. Unit sales of other automotive and industrial rubber products
were higher in both 1997 and 1996. Tire unit sales in 1997 rose on increased
replacement volume in all regions and higher original equipment volume in North
America, Europe and Latin America. In 1996, tire unit sales rose on higher
volume in Europe and Asia, although original equipment volume decreased in North
America and Latin America.
Revenues in 1997 were favorably impacted by higher tire unit sales and the
acquisition of manufacturing and distribution operations in South Africa, but
decreased due primarily to continued worldwide competitive pricing pressures and
the adverse effect of currency translations on international results. Revenues
in 1996 decreased despite higher tire unit sales, due primarily to continued
competitive pricing pressures worldwide and the strengthening of the U.S. dollar
in 1996 versus various foreign currencies.
COST OF GOODS SOLD
Cost of goods sold in 1997 was 76.4% of sales, compared to 76.5% in 1996
and 76.7% in 1995. Raw material costs in 1997 decreased from 1996's level, which
was also lower than the level reached in 1995. Worldwide raw material costs are
not expected to increase significantly in 1998. Labor costs increased in both
1997 and 1996, due in part to U.S. wage agreements which provided for wage and
benefit improvements. Manufacturing costs were adversely affected in 1997 by a
19-day strike against the Company by the United Steel Workers of America,
A.F.L.-C.I.O.-C.L.C. (USWA) at 10 U.S. tire and engineered products
manufacturing facilities. Costs in 1996 reflected lower levels of capacity
utilization resulting from reductions in production schedules in North America
and Europe to align inventory with market requirements. Manufacturing costs in
both 1997 and 1996 benefited from efficiencies achieved as a result of ongoing
cost containment measures.
The Company's research and development expenditures, all of which were
included in cost of sales, were $384.1 million, $374.5 million and $369.3
million in 1997, 1996 and 1995, respectively. Research and development
expenditures in 1998 are expected to approximate $410 million.
SAG
Selling, administrative and general expense (SAG) in 1997 was 14.4% of
sales, compared to 14.4% in 1996 and 14.7% in 1995. SAG in 1997 was adversely
affected by the acquisition of
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the South African subsidiary, but benefited in 1997 and 1996 from lower
employment levels in the U.S. which reduced compensation and benefit costs, and
the favorable impact of ongoing worldwide cost containment measures.
RATIONALIZATIONS AND OTHER ACTIONS
As a result of continued competitive conditions in the markets served by
the Company, a number of rationalization actions were approved in 1997 to reduce
costs and focus on the core tire and general products businesses. These actions,
the timing of which resulted in part from the finalization of labor contract
negotiations in the U.S., included the optimization, downsizing or consolidation
of certain production facilities, consolidation of distribution operations and
withdrawal of support from the worldwide Formula 1 racing series. In connection
with these actions, obligations under certain leases and other contracts were
accrued, other assets were written off and over 3,000 associates will be
released. The approval of these actions resulted in a charge of $265.2 million
($176.3 million after tax or $1.13 per share), of which $52.5 million related to
non-cash writeoffs and $212.7 million related to future cash outflows, primarily
for associate severance costs. The actions are anticipated to be substantially
completed during 1998-1999, and are expected to result in annual pretax savings
of approximately $200 million when completed.
In December 1996, industry developments occurred indicating that the
quantities of off-shore California, onshore California and Alaska North Slope
crude oil expected to be tendered in the future to the All American Pipeline
System and related assets (the System) for transportation would be below prior
estimates and that volumes of crude oil expected to be tendered to the System
for transportation to markets outside of California in the future would be
significantly lower than previously anticipated. As a result management
determined that the future cash flows expected to be generated by the System
would be less than its carrying value. In accordance with Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of," the Company reduced the
carrying value of the System to $420 million, determined using the present value
of expected future cash flows from the System, and recorded a charge of $755.6
million ($499.3 million after tax or $3.21 per share).
Rationalization and other actions undertaken in 1996 included the closure
of the Greece tire manufacturing facility, the discontinuance of PVC production
at Niagara Falls, New York, and other worldwide consolidations and workforce
reductions. Charges related to these actions totaled $148.5 million ($95.3
million after tax or $.62 per share).
The Company also recorded net gains in 1996 totaling $32.1 million ($21.6
million after tax or $.14 per share) related to the sale of business property in
Asia, a portion of an investment in an Asian plantation and the loss on the
anticipated sale of a U.S. manufacturing facility.
FOREIGN CURRENCY EXCHANGE
Foreign currency exchange increased pretax income by $34.1 million in
1997, compared to pretax charges of $7.4 million in 1996 and $17.4 million in
1995. The improvement in 1997 and 1996 was due primarily to the Company's
currency exposure management strategies, primarily related to the impact of the
strengthening of the U.S. dollar versus various European and Asian currencies.
INCOME TAXES
The Company's effective tax rate was 28.6%, 12.5% and 32.7% in 1997, 1996
and 1995, respectively. The substantial reduction in 1996 was caused primarily
by the writedown of the All American Pipeline System and related assets. Net
income in 1997 and 1996 benefited from lower U.S. taxes on foreign source
income. For further information, refer to the note to the financial statements
No. 15, Income Taxes.
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YEAR 2000
The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Company's
computer programs that have date-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a
temporary inability to process transactions or engage in similar normal business
activities.
The Company has determined that modification of much of its software will
be required so that its computer systems will properly utilize dates beyond
December 31, 1999. The Company believes that with timely modifications to its
existing software and conversions to new software, by both the Company and its
significant suppliers and customers, the Year 2000 Issue will not have a
material impact on the Company's operations.
Both Company associates and third parties have been utilized to reprogram
and test software for Year 2000 modifications. The cost of modifications and
related testing is estimated to be $60-$90 million, of which $16 million was
charged to cost of goods sold in 1997. Hardware and software acquisitions that
are made as an indirect result of the Year 2000 Issue will be capitalized under
the Company's normal capitalization practices. Year 2000 costs are being funded
through operations.
NEW ACCOUNTING STANDARDS
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 131 (SFAS 131), "Disclosures about Segments of an
Enterprise and Related Information." The standard defines a segment as a
component of an enterprise about which separate financial information is
available and which is regularly evaluated by the chief operating officer. This
standard requires financial information about segments to be reported on the
basis that is used internally for evaluating segment performance. Upon the
Company's adoption of SFAS 131, the reported segments of the Company will be
more reflective of its strategic business unit organizational structure. SFAS
131 is effective for fiscal years beginning after December 15, 1997 and requires
segment disclosures in interim periods beginning in the second year after
adoption. The Company has not yet determined the effect, if any, on consolidated
segment operating income resulting from the adoption of this standard.
SEGMENT INFORMATION
Segment operating income was $1,044.4 million, $366.4 million and $1,221.1
million and segment operating margin was 7.9%, 2.8% and 9.3% of sales in 1997,
1996 and 1995, respectively. Segment operating income in 1997 was reduced by the
previously mentioned charges of $265.2 million related to rationalizations in
manufacturing and other areas. Segment operating income in 1996 was reduced by
the previously mentioned charges of $755.6 million related to the writedown of
the oil transportation segment assets and $158.7 million related to workforce
reductions, consolidation of operations and the closure and sale of
manufacturing facilities.
INDUSTRY SEGMENTS
TIRES
Sales in 1997 were $11.27 billion, compared to $11.20 billion in 1996 and
$11.26 billion in 1995.
Unit sales increased in 1997 in both the original equipment and
replacement markets in North America and all international regions. Revenues in
1997 were adversely affected by worldwide competitive pricing pressures and the
effects of currency translation on international results. Sales in 1997 also
reflected reduced demand in the U.S. resulting from strikes against certain
vehicle production facilities.
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27
Revenues decreased in 1996 despite higher tire unit sales, due primarily
to reduced unit sales to original equipment vehicle manufacturers in North
America and Latin America, competitive pricing pressures worldwide and
unfavorable translation due to the strengthening of the U.S. dollar versus
various foreign currencies. Additionally, revenues in 1996 were adversely
affected by lower sales in natural rubber operations due to lower market prices,
and lower service and other sales at Company-owned retail outlets.
The following table presents changes in Company tire unit sales:
1997 vs. 1996 1996 vs. 1995
---------------------------------------------------------------------
U.S. 1.9% (.7)%
International 8.2 12.6
Worldwide 5.0 5.4
---------------------------------------------------------------------
Operating income in 1997 of $780.4 million decreased 12.6% from $893.3
million in 1996 and 22.0% from $1,000.2 million in 1995. Operating income in
1997 and 1996 was reduced by rationalization charges of $259.2 million and
$131.9 million, respectively.
Operating income in 1997 reflected lower raw material costs and the
effects of ongoing cost containment measures, but was adversely affected by
increased costs resulting from the previously mentioned strike against the
Company. Operating income in 1996 was favorably impacted by higher tire unit
sales, lower raw material costs and lower SAG, but was adversely affected by
lower revenues and increased costs resulting from lower levels of capacity
utilization to reduce inventory.
GENERAL PRODUCTS
Sales in 1997 were $1.80 billion, compared to $1.78 billion in both 1996
and 1995.
Sales in engineered products increased in 1997 and 1996 on higher unit
volume of automotive and industrial rubber products resulting in part from
acquisitions of manufacturing and distribution operations. Sales in chemical
products decreased in 1997 and 1996 due to lower selling prices and reduced
volume.
Operating income in 1997 of $208.2 million increased 27.8% from $162.9
million in 1996 and 25.7% from $165.6 million in 1995. Operating income in 1997
and 1996 was reduced by rationalization charges of $6.0 million and $26.8
million, respectively.
Operating income in engineered products increased in 1997 and 1996 due
primarily to higher unit volume, improved productivity and ongoing cost
containment measures. Engineered products operating income in 1997 and 1996 was
reduced by rationalization charges of $6.0 million and $15.2 million,
respectively. Operating income in chemical products increased in 1997 due
primarily to lower manufacturing costs and a more favorable product mix.
Chemical operating income in 1996 was favorably impacted by lower raw material
prices, but decreased due primarily to $11.6 million of rationalization charges.
The Company reached an agreement in principle in January of 1998 to sell
its Calhoun, Georgia latex processing facility. The sale of this facility is not
expected to have a material effect on the Company's financial position, results
of operations or liquidity. A gain is expected to be recorded upon completion of
the sale.
OIL TRANSPORTATION
Sales in 1997 were $89.8 million, decreasing 29.4% from $127.2 million in
1996 and 29.2% from $126.8 million in 1995. Sales for this segment consist of
tariffs charged by the All American Pipeline System (the System) and revenues,
net of acquisition costs, resulting from various crude oil gathering, purchasing
and selling activities.
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28
Operating income in 1997 was $55.8 million, compared to an operating loss
of $689.8 million in 1996 and operating income of $55.3 million in 1995. The
operating loss in 1996 was due to a charge of $755.6 million resulting from the
previously discussed writedown of the carrying value of the System and related
assets.
Sales and operating income in 1997 reflected lower throughput and average
distance transported and reduced spreads in crude oil purchasing, selling and
exchanging activities. Margins were favorably impacted by lower depreciation
expense resulting from the writedown. Sales increased and operating income was
favorably affected in 1996 by improved results in crude oil purchasing, selling
and exchanging activities, which resulted in part from higher market prices.
Acquisition costs associated with gathering, purchasing and selling
activities amounted to $918 million, $808 million and $496 million in 1997, 1996
and 1995, respectively. Crude oil purchasing and selling activities increased in
1996, due primarily to higher prices and other market conditions.
GEOGRAPHIC SEGMENTS
U.S. OPERATIONS
U.S. sales in 1997 were $6.92 billion, decreasing 1.3% from $7.01 billion
in 1996 and 4.6% from $7.25 billion in 1995.
Unit sales of tires and engineered products in the U.S. were higher in
1997, although revenues were adversely affected by competitive pricing
pressures, reduced volume in chemical products, lower revenues in oil
transportation activities and the previously mentioned strikes against certain
vehicle production facilities. Sales decreased in 1996 due primarily to reduced
unit sales to original equipment vehicle manufacturers, competitive tire pricing
pressures in the replacement market and lower sales of chemical products.
Operating income was $491.2 million in 1997, compared to an operating loss
of $296.7 million in 1996 and operating income of $543.9 million in 1995.
Operating income in 1997 was reduced by rationalization charges of $113.6
million. Operating income in 1996 included charges of $845.3 million related to
the writedown of the All American Pipeline System and rationalization charges.
Operating income in 1997 reflected lower raw material costs, lower SAG and
the effects of ongoing cost containment measures. Operating income in 1996 was
adversely affected by lower original equipment tire unit sales and pricing
pressures in the replacement tire market, but was favorably impacted by improved
volume in engineered products, lower raw material costs, lower SAG and improved
trading results in oil transportation activities.
INTERNATIONAL OPERATIONS
International sales in 1997 were $6.24 billion, increasing 2.3% from $6.10
billion in 1996 and 5.4% from $5.92 billion in 1995. International operating
income in 1997 was $553.2 million, decreasing 16.6% from $663.1 million in 1996
and 18.3% from $677.2 million in 1995. Operating income in 1997 and 1996 was
reduced by rationalization charges of $151.6 million and $69.0 million,
respectively.
EUROPE
In Europe, sales in 1997 of $3.16 billion increased 3.3% from $3.06
billion in 1996 and 10.9% from $2.85 billion in 1995. Operating income in 1997
was $214.9 million, decreasing 28.8% from $302.0 million in 1996 and 32.3% from
$317.2 million in 1995. Operating income in 1997 and 1996 was reduced by
rationalization charges of $95.1 million and $29.4 million, respectively.
26
29
Sales in Europe increased in 1997 on higher unit sales, and results were
favorably impacted by the acquisition of a majority interest in tire and
engineered products manufacturing and distribution operations in South Africa.
Sales increased in 1996 due primarily to higher tire unit sales and the
acquisition of a majority ownership interest in a tire manufacturing facility in
Poland. Sales in both 1997 and 1996 were adversely affected by competitive
pricing pressures and the strengthening of the U.S. dollar versus European
currencies.
Operating income in Europe in 1997 decreased due primarily to the
previously mentioned rationalization charges, competitive pricing pressures and
the effects of currency translation. Operating income also decreased in 1996 due
to the previously mentioned rationalization charges, but was favorably affected
by increased revenues, lower raw material costs, and productivity improvements.
LATIN AMERICA
In Latin America, sales in 1997 were $1.58 billion, compared to $1.53
billion in 1996 and $1.54 billion in 1995. Operating income in 1997 was $224.2
million, decreasing 8.8% from $246.0 million in 1996 and 6.1% from $238.8
million in 1995. Operating income in 1997 and 1996 was reduced by
rationalization charges of $44.5 million and $24.0 million, respectively, and in
1996 also included costs totaling $6.5 million related to improvements in
manufacturing efficiencies.
Sales in Latin America increased in 1997 on higher unit sales of tires and
engineered products. Sales decreased slightly in 1996, reflecting competitive
pricing pressures and unchanged tire unit sales.
Operating income in Latin America benefited in both 1997 and 1996 from
lower raw material costs, improved productivity and the effects of ongoing cost
containment measures.
ASIA
In Asia, sales in 1997 of $772.7 million decreased 8.6% from $845.4
million in 1996 and 7.3% from $833.2 million in 1995. Operating income in Asia
in 1997 was $65.3 million, decreasing 34.3% from $99.3 million in 1996 and 27.5%
from $90.1 million in 1995. Operating income in 1997 was reduced by
rationalization charges of $8.0 million.
Sales and operating income in Asia in 1997 reflected higher tire unit
sales, but decreased due primarily to the devaluation of Asian currencies versus
the U.S. dollar, severe economic turmoil and competitive pricing conditions in
many countries in the region and lower results in natural rubber operations.
Sales and operating income in Asia in future periods may be adversely affected
by continued devaluation of local currencies versus the U.S. dollar and economic
turmoil in the region. Operating income in 1997 was favorably impacted by lower
raw material costs and the effects of ongoing cost containment measures. Sales
increased in 1996 due primarily to higher tire unit sales, and operating income
rose on lower raw material costs and improved productivity.
Sales and operating income of the Asia segment reflect the results of the
Company's majority-owned tire business and other operations in the region,
principally the engineered products and natural rubber businesses. In addition,
the Company owns a 50% interest in South Pacific Tyres Ltd (SPT), the largest
tire manufacturer, marketer and exporter in Australia and New Zealand. Results
of operations of SPT are not reported in segment results, and are reflected in
the Company's consolidated statement of income using the equity method.
The following table presents the sales and operating income of the
Company's Asian segment together with 100% of the sales and operating income of
SPT:
27
30
(In millions) 1997 1996 1995
--------------------------------------------------------------
Net Sales:
Asia Segment $ 772.7 $ 845.4 $ 833.2
SPT 744.2 814.1 743.7
-------- -------- --------
Total $1,516.9 $1,659.5 $1,576.9
Operating Income:
Asia Segment $ 65.3 $ 99.3 $ 90.1
SPT 63.5 75.8 71.5
-------- -------- --------
Total $ 128.8 $ 175.1 $ 161.6
CANADA
In Canada, sales in 1997 of $725.8 million increased 8.3% from $670.2
million in 1996 and 5.7% from $686.5 million in 1995. Operating income for 1997
was $48.8 million, compared to $15.8 million in 1996 and $31.1 million in 1995.
Operating income in 1997 and 1996 was reduced by rationalization charges of $4.0
million and $13.8 million, respectively.
Sales and operating income in Canada increased in 1997 on higher unit
sales of tires and engineered products and lower raw material costs and SAG.
Sales and operating income in 1996 decreased on lower tire unit sales volume.
For further information relating to industry and geographic segments,
refer to the note to the financial statements No. 17, Business Segments.
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES
Working Capital -- Cash provided by operating activities increased to
$1,067.8 million in 1997 from $897.5 million in 1996, reflecting in part the
favorable effects of the Company's ongoing cost containment measures. Operating
cash flows were used primarily for capital expenditures and debt retirement, as
discussed below. Working capital requirements during 1997 increased for accounts
receivable and inventories, resulting from higher unit sales of tires and other
automotive and industrial rubber products. The Company has fixed the cost of
certain raw materials in future periods, which is anticipated to result in
reduced volatility in working capital requirements.
Pensions -- The Company's domestic pension funding practice since 1993 has
been to fund, from operations, amounts in excess of the requirements of federal
laws and regulations. During the five years ended December 31, 1997 the Company
funded a total of $689.3 million, and the major domestic pension plans were
fully funded at that date.
For further discussion of pensions, refer to the note to the financial
statements No. 11, Pensions.
INVESTING ACTIVITIES
Cash used in investing activities was $804.0 million during 1997. Capital
expenditures were $699.0 million, of which amount $322.9 million was used on
projects to increase capacity and improve productivity and the balance was used
for tire molds and various other projects. Capital expenditures are expected to
approximate $700-$800 million in 1998. At December 31, 1997, the Company had
binding commitments for land, buildings and equipment of $137.2 million.
(In millions) 1997 1996 1995
-------------------------------------------------------------
Capital Expenditures $699.0 $617.5 $615.6
Depreciation 469.3 460.8 434.9
-------------------------------------------------------------
28
31
Other investing activities in 1997 included acquisitions of majority
ownership interests in tire and engineered products manufacturing and
distribution operations in South Africa, retreading operations in the U.S. and
engineered products manufacturing operations in Slovenia and Venezuela.
Investing activities also included the sale of the Jackson, Ohio automotive trim
plant and natural rubber operations in Guatemala.
FINANCING ACTIVITIES
Cash used in financing activities was $205.8 million during 1997. Debt
levels decreased, reflecting in part the increased cash provided by operating
activities. Cash was used in 1997 for the redemption of all $118.4 million of
the Company's 10.26% promissory notes and the repurchase of common shares of the
Company, as discussed below.
(Dollars in millions) 1997 1996 1995
-------------------------------------------------------------
Consolidated Debt $1,351.2 $1,376.7 $1,546.7
-------------------------------------------------------------
Debt/Debt+Equity 28.5% 29.6% 32.0%
-------------------------------------------------------------
At December 31, 1997, the fair value of the Company's fixed rate debt
amounted to a liability of $595.8 million, compared to its carrying amount of
$571.3 million. The Company estimates that a 100 basis point decrease in market
interest rates at December 31, 1997 would have changed the fair value of the
Company's fixed rate debt to a liability of $626.8 million at that date.
Interest Rate Management -- The Company actively manages its fixed and
floating rate debt mix, within defined limitations, using refinancings and
unleveraged interest rate swaps. The Company enters into fixed and floating
interest rate swaps to alter its exposure to the impact of changing interest
rates on consolidated results of operations and future cash outflows for
interest. Fixed rate swaps are used to reduce the Company's risk of increased
interest costs during periods of rising interest rates. Floating rate swaps are
used to convert the fixed rates of long term borrowings into short term variable
rates. Interest rate swap contracts are thus used by the Company to separate
interest rate risk management from the debt funding decision. At December 31,
1997 and 1996, the interest rate on 62% of the Company's debt was fixed by
either the nature of the obligation or through the interest rate contracts. At
December 31, 1997, the fair value of the Company's interest rate contracts
amounted to a liability of $.8 million, compared to their carrying amount of a
$.5 million liability. The Company estimates that a 10% decrease in variable
market interest rates at December 31, 1997 would have changed the fair value of
outstanding contracts to a $2.2 million liability at that date.
The sensitivity to changes in interest rates of the Company's fixed rate
debt and interest rate contracts was determined with a valuation model based
upon net modified duration analysis.
Foreign Currency Exchange Management -- In order to reduce the impact of
changes in foreign exchange rates on consolidated results of operations and
future foreign currency denominated cash flows, the Company was a party to
various foreign currency forward exchange contracts at December 31, 1997. These
contracts reduce exposure to currency movements affecting existing foreign
currency denominated assets, liabilities and firm commitments. The contract
maturities match the maturities of the currency positions. The Company estimates
that a 10% change in foreign exchange rates at December 31, 1997 would have
changed the fair value of the contracts by $15.0 million. Changes in the fair
value of forward exchange contracts are substantially offset by changes in the
fair value of the hedged positions.
The sensitivity to changes in exchange rates of the Company's foreign
currency positions was determined using current market pricing models.
29
32
CREDIT SOURCES
Substantial short term and long term credit sources are available to the
Company globally under normal commercial practices. At December 31, 1997, there
were worldwide credit sources totaling $3.42 billion, of which $2.07 billion
were unused. In addition, the Company maintains a commercial paper program,
whereunder the Company may have outstanding up to $550 million at any time.
Included in the Company's credit sources are two credit facility
agreements with 28 domestic and international banks, consisting of a $900
million four year revolving credit facility and a $300 million 364-day revolving
credit facility. The $900 million four year revolving credit facility agreement
provides that the Company may borrow at any time until July 15, 2001, when the
commitment terminates and any outstanding loans mature. The Company pays a
commitment fee ranging from 7.5 to 15 basis points on the entire amount of the
commitment and a usage fee of 15 to 30 basis points on amounts borrowed. The
$300 million 364-day credit facility agreement provides that the Company may
borrow until July 13, 1998, on which date the facility commitment terminates,
except as it may be extended on a bank by bank basis. If a bank does not extend
its commitment if requested to do so, the Company may obtain from such bank a
two year term loan up to the amount of such bank's commitment. The Company pays
currently a commitment fee of 8 basis points on the entire amount of the
commitment and would pay a usage fee of 22 basis points on amounts borrowed.
There were no borrowings outstanding under these agreements at December 31,
1997.
OTHER FINANCING ACTIVITIES
Throughout 1997, the Company sold certain domestic accounts receivable
under continuous sale programs whereby, as these receivables were collected, new
receivables were sold. Under these agreements, undivided interests in designated
receivable pools are sold to purchasers with recourse limited to the receivables
purchased. At December 31, 1997 and 1996, the outstanding balance of receivables
sold under these agreements amounted to $550 million.
The Board of Directors of the Company approved a three-year share
repurchase program in 1997, whereunder the Company may acquire up to $600
million of outstanding Common Stock of the Company. The program is designed to
give the Company better flexibility in funding future acquisitions and to
optimize shareholder value. During 1997, 1,478,200 shares were repurchased under
this program at an average cost of $53.06.
For further discussion of financing activities, refer to the note to the
financial statements No. 7, Financing Arrangements and Financial Instruments.
Funds generated by operations, together with funds available under
existing credit arrangements, are expected to exceed the Company's currently
anticipated cash requirements.
30
33
ITEM 7(A). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
INTEREST RATE MANAGEMENT
The Company actively manages its fixed and floating rate debt mix, within
defined limitations, using refinancings and unleveraged interest rate swaps. The
Company enters into fixed and floating interest rate swaps to alter its exposure
to the impact of changing interest rates on consolidated results of operations
and future cash outflows for interest. Fixed rate swaps are used to reduce the
Company's risk of increased interest costs during periods of rising interest
rates. Floating rate swaps are used to convert the fixed rates of long term
borrowings into short term variable rates. Interest rate swap contracts are thus
used by the Company to separate interest rate risk management from the debt
funding decision. At December 31, 1997 and 1996, the interest rate on 62% of the
Company's debt was fixed by either the nature of the obligation or through the
interest rate contracts. At December 31, 1997, the fair value of the Company's
interest rate contracts amounted to a liability of $.8 million, compared to
their carrying amount of a $.5 million liability. The Company estimates that a
10% decrease in variable market interest rates at December 31, 1997 would have
changed the fair value of outstanding contracts to a $2.2 million liability at
that date.
At December 31, 1997, the fair value of the Company's fixed rate debt
amounted to a liability of $595.8 million, compared to its carrying amount of
$571.3 million. The Company estimates that a 100 basis point decrease in market
interest rates at December 31, 1997 would have changed the fair value of the
Company's fixed rate debt to a liability of $626.8 million at the date.
The sensitivity to changes in interest rates of the Company's fixed rate
debt and interest rate contracts was determined with a valuation model based
upon net modified duration analysis.
FOREIGN CURRENCY EXCHANGE MANAGEMENT
In order to reduce the impact of changes in foreign exchange rates on
consolidated results of operations and future foreign currency denominated cash
flows, the Company was a party to various foreign currency forward exchange
contracts at December 31, 1997. These contracts reduce exposure to currency
movements affecting existing foreign currency denominated assets, liabilities
and firm commitments. The contract maturities match the maturities of the
currency positions. The Company estimates that a 10% change in foreign exchange
rates at December 31, 1997 would have changed the fair value of the contracts by
$15.0 million. Changes in the fair value of forward exchange contracts are
substantially offset by changes in the fair value of the hedged positions.
The sensitivity to changes in exchange rates of the Company's foreign
currency positions was determined using current market pricing models.
31
34
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX
CONSOLIDATED FINANCIAL STATEMENTS--FINANCIAL STATEMENT SCHEDULES
Page
----
Report of Independent Accountants............................................................... 32
Consolidated Statement of Income -- years ended
December 31, 1997, 1996 and 1995............................................................... 33
Consolidated Balance Sheet -- December 31, 1997 and 1996........................................ 34
Consolidated Statement of Shareholders' Equity -- years ended
December 31, 1997, 1996 and 1995............................................................... 35
Consolidated Statement of Cash Flows -- years ended
December 31, 1997, 1996 and 1995............................................................... 36
Notes to Financial Statements................................................................... 37
Supplementary Data (unaudited)..................................................................
Financial Statement Schedules................................................................... FS-1
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of The Goodyear Tire & Rubber Company
In our opinion, the consolidated financial statements listed in the index
on this page present fairly, in all material respects, the financial position of
The Goodyear Tire & Rubber Company and Subsidiaries at December 31, 1997 and
1996, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Company'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 generally accepted auditing
standards 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.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Cleveland, Ohio
February 2, 1998
32
35
Consolidated Statement of Income
(Dollars in millions, except per share)
Year Ended December 31, 1997 1996 1995
- ---------------------------------------------------------------------------------------------------------------------------
Net Sales $13,155.1 $13,112.8 $13,165.9
===========================================================================================================================
Cost of Goods Sold 10,045.9 10,026.7 10,093.6
Selling, Administrative and General Expense 1,889.5 1,890.1 1,936.9
Asset Writedown and Other Rationalizations (Note 2) 265.2 872.0 --
Interest Expense (Note 13) 119.5 128.6 135.0
Other (Income) and Expense (Note 3) 24.5 22.6 21.0
Foreign Currency Exchange (34.1) 7.4 17.4
Minority Interest in Net Income of Subsidiaries 44.6 43.1 36.2
- ---------------------------------------------------------------------------------------------------------------------------
Income before Income Taxes 800.0 122.3 925.8
United States and Foreign Taxes on Income (Note 15) 241.3 20.6 314.8
===========================================================================================================================
Net Income $ 558.7 $ 101.7 $ 611.0
===========================================================================================================================
Net Income Per Share -- Basic $ 3.58 $ .66 $ 4.02
-- Diluted $ 3.53 $ .65 $ 3.97
===========================================================================================================================
Average Shares Outstanding -- Basic 156,225,112 155,051,802 152,118,861
-- Diluted 158,169,534 156,778,058 153,949,022
- ---------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of this financial statement.
33
36
Consolidated Balance Sheet
(Dollars in millions)
December 31, 1997 1996
- ---------------------------------------------------------------------------------------------------------------------------
Assets
Current Assets:
Cash and cash equivalents $ 258.6 $ 238.5
Accounts and notes receivable (Note 4) 1,733.6 1,706.0
Inventories (Note 5) 1,835.2 1,774.2
Prepaid expenses and other current assets 336.5 306.3
- ---------------------------------------------------------------------------------------------------------------------------
Total Current Assets 4,163.9 4,025.0
===========================================================================================================================
Long Term Accounts and Notes Receivable 190.4 216.2
Investments in Affiliates, at equity 124.6 140.3
Other Assets 145.6 163.0
Deferred Charges 1,143.2 1,059.4
Properties and Plants (Note 6) 4,149.7 4,067.9
- ---------------------------------------------------------------------------------------------------------------------------
Total Assets $9,917.4 $9,671.8
===========================================================================================================================
Liabilities
Current Liabilities:
Accounts payable-- trade $1,177.8 $1,096.7
Compensation and benefits 782.7 742.5
Other current liabilities 421.8 300.4
United States and foreign taxes 362.0 382.1
Notes payable to banks (Note 7) 440.2 218.1
Long term debt due within one year 66.5 26.4
- ---------------------------------------------------------------------------------------------------------------------------
Total Current Liabilities 3,251.0 2,766.2
===========================================================================================================================
Compensation and Benefits 1,945.7 1,988.1
Long Term Debt (Note 7) 844.5 1,132.2
Other Long Term Liabilities 224.5 264.9
- ---------------------------------------------------------------------------------------------------------------------------
Minority Equity in Subsidiaries 256.2 241.3
===========================================================================================================================
Total Liabilities 6,521.9 6,392.7
===========================================================================================================================
Shareholders' Equity
Preferred Stock, no par value:
Authorized, 50,000,000 shares, unissued -- --
Common Stock, no par value:
Authorized, 300,000,000 shares
Outstanding shares, 156,588,783 (156,049,974 in 1996) 156.6 156.1
Capital Surplus 1,061.6 1,059.4
Retained Earnings 2,983.4 2,603.0
Accumulated Other Comprehensive Income (806.1) (539.4)
- ---------------------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity 3,395.5 3,279.1
===========================================================================================================================
Total Liabilities and Shareholders' Equity $9,917.4 $9,671.8
===========================================================================================================================
The accompanying notes are an integral part of this financial statement.
34
37
Consolidated Statement of Shareholders' Equity
Accumulated Other
Comprehensive Income
------------------------
Common Stock Foreign Minimum Total
------------ Capital Retained Currency Pension Shareholders'
(Dollars in millions, except per share) Shares Amount Surplus Earnings Translation Liability Equity
- ----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1994
(after deducting 44,271,227
treasury shares) 151,407,285 $151.4 $ 918.5 $2,194.5 $(421.7) $(39.5) $2,803.2
==================================================================================================================================
Comprehensive income:
Net income for 1995 611.0
Foreign currency translation (60.0)
Minimum pension liability
(net of tax of $6.6) 13.2
Total comprehensive income 564.2
Cash dividends 1995-- $.95 per share (144.5) (144.5)
Common stock issued from treasury:
Dividend Reinvestment and
Stock Purchase Plan 105,028 .1 4.2 4.3
Stock compensation plans 2,011,998 2.0 52.5 54.5
- ----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1995
(after deducting 42,154,357
treasury shares) 153,524,311 153.5 975.2 2,661.0 (481.7) (26.3) 3,281.7
==================================================================================================================================
Comprehensive income:
Net income for 1996 101.7
Foreign currency translation (26.7)
Minimum pension liability
(net of tax of $4.1) (4.7)
Total comprehensive income 70.3
Cash dividends 1996-- $1.03 per share (159.7) (159.7)
Common stock issued from treasury:
Dividend Reinvestment and
Stock Purchase Plan 91,310 .1 4.3 4.4
Stock compensation plans 2,434,353 2.5 79.9 82.4
- ----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1996
(after deducting 39,628,694
treasury shares) 156,049,974 156.1 1,059.4 2,603.0 (508.4) (31.0) 3,279.1
==================================================================================================================================
Comprehensive income:
Net income for 1997 558.7
Foreign currency translation (269.6)
Minimum pension liability
(net of tax of $1.6) 2.9
Total comprehensive income 292.0
Cash dividends 1997-- $1.14 per share (178.3) (178.3)
Common stock acquired (1,478,200) (1.5) (76.9) (78.4)
Common stock issued from treasury:
Dividend Reinvestment and
Stock Purchase Plan 56,399 .1 3.1 3.2
Stock compensation plans 1,960,610 1.9 76.0 77.9
- ----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1997
(after deducting 39,089,885
treasury shares) 156,588,783 $156.6 $1,061.6 $2,983.4 $(778.0) $(28.1) $3,395.5
==================================================================================================================================
The accompanying notes are an integral part of this financial statement.
35
38
Consolidated Statement of Cash Flows
(Dollars in millions)
Year Ended December 31, 1997 1996 1995
- ---------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 558.7 $101.7 $ 611.0
===========================================================================================================================
Adjustments to reconcile net income to cash
flows from operating activities:
Depreciation 469.3 460.8 434.9
Deferred tax provision (30.7) (238.5) 58.0
Asset writedown -- 755.6 --
Rationalizations and other provisions 233.6 110.0 --
Asset sales (5.8) (32.1) --
Accounts and notes receivable (101.7) (106.2) (84.4)
Inventories (107.1) (5.5) (344.3)
Accounts payable-- trade 115.4 (66.3) 159.5
Domestic pension funding (43.0) (72.8) (252.5)
Other assets and liabilities (20.9) (9.2) 70.6
- ---------------------------------------------------------------------------------------------------------------------------
Total adjustments 509.1 795.8 41.8
Total cash flows from operating activities 1,067.8 897.5 652.8
===========================================================================================================================
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (699.0) (617.5) (615.6)
Short term securities acquired (38.6) (97.2) (30.6)
Short term securities redeemed 40.8 86.2 41.4
Asset dispositions 37.6 45.9 8.9
Asset acquisitions (127.1) (99.8) (52.8)
Other transactions (17.7) (8.5) (35.3)
- ---------------------------------------------------------------------------------------------------------------------------
Total cash flows from investing activities (804.0) (690.9) (684.0)
===========================================================================================================================
CASH FLOWS FROM FINANCING ACTIVITIES:
Short term debt incurred 298.8 195.5 542.3
Short term debt paid (150.5) (606.6) (414.3)
Long term debt incurred 39.2 312.4 141.5
Long term debt paid (217.7) (35.2) (101.0)
Common stock issued 81.1 86.8 58.8
Common stock acquired (78.4) -- --
Dividends paid (178.3) (159.7) (144.5)
- ---------------------------------------------------------------------------------------------------------------------------
Total cash flows from financing activities (205.8) (206.8) 82.8
===========================================================================================================================
Effect of Exchange Rate Changes on Cash and Cash Equivalents (37.9) (29.6) (34.2)
- ---------------------------------------------------------------------------------------------------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS 20.1 (29.8) 17.4
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD 238.5 268.3 250.9
- ---------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of the Period $ 258.6 $238.5 $ 268.3
===========================================================================================================================
Information about Noncash Investing Activities--In the first quarter of 1997 the
Company acquired a 60% equity interest in a South African tire and industrial
rubber products business, and assumed $29 million of debt under the terms of the
purchase agreement. In the first quarter of 1996, the Company increased its
ownership of a Polish tire manufacturer from 32.7% to 50.8% by purchasing
original issue shares of this tire manufacturer. This investment, which had been
accounted for using the equity method, is now accounted for as a consolidated
subsidiary. Information in the Consolidated Statement of Cash Flows is presented
net of the effects of these transactions.
The accompanying notes are an integral part of this financial statement.
36
39
Notes to Financial Statements
NOTE 1. ACCOUNTING POLICIES
A summary of the significant accounting policies used in the preparation of the
accompanying financial statements follows:
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of all majority-owned
subsidiaries. All significant intercompany transactions have been eliminated.
The Company's investments in 20% to 50% owned companies in which it has the
ability to exercise significant influence over operating and financial policies
are accounted for using the equity method. Accordingly, the Company's share of
the earnings of these companies is included in consolidated net income.
Investments in other companies are carried at cost.
REVENUE RECOGNITION
Substantially all revenues are recognized when finished products are shipped to
unaffiliated customers or services have been rendered, with appropriate
provision for uncollectible accounts. In conformance with oil industry practice,
revenues resulting from sales of crude oil purchased from third parties are
recognized net of the related acquisition costs.
CONSOLIDATED STATEMENT OF CASH FLOWS
Cash and cash equivalents include cash on hand and in the bank as well as all
short term securities held for the primary purpose of general liquidity. Such
securities normally mature within three months from the date of acquisition.
Cash flows associated with items intended as hedges of identifiable transactions
or events are classified in the same category as the cash flows from the items
being hedged.
INVENTORY PRICING
Inventories are stated at the lower of cost or market. Cost is determined using
the last-in, first-out (LIFO) method for a significant portion of domestic
inventories and the first-in, first-out (FIFO) method or average cost method for
other inventories. Refer to Note 5.
PROPERTIES AND PLANTS
Properties and plants are stated at cost, with the exception of the All
American Pipeline System and related assets, which are stated at fair
value as of December 31, 1996. Depreciation is computed using the straight line
method. Accelerated depreciation is used for income tax purposes, where
permitted. Refer to Note 6.
DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instrument contracts are utilized by the Company to manage
interest rate and foreign exchange risks. The Company has established a control
environment which includes policies and procedures for risk assessment and the
approval, reporting and monitoring of derivative financial instrument
activities. Company policy prohibits holding or issuing derivative financial
instruments for trading purposes.
To qualify for hedge accounting, the contracts must meet defined correlation
and effectiveness criteria, be designated as hedges and result in cash flows and
financial statement effects which substantially offset those of the position
being hedged. Amounts receivable or payable under derivative financial
instrument contracts, when recognized, are reported on the Consolidated Balance
Sheet as both current and long term receivables or liabilities.
Interest Rate Contracts -- The differentials to be received or paid are
recognized in income over the life of the contracts as adjustments to Interest
Expense.
Foreign Exchange Contracts -- As exchange rates change, gains and losses on
contracts designated as hedges of existing assets and liabilities are recognized
in income as Foreign Currency Exchange, while gains and losses on contracts
designated as hedges of net investments in foreign subsidiaries are recognized
in Shareholders' Equity as Foreign Currency Translation Adjustment. Gains and
losses on contracts designated as hedges of identifiable foreign currency firm
commitments are not recognized until included in the measurement of the related
foreign currency transaction.
37
40
Notes to Financial Statements
(continued)
Gains and losses on terminations of hedge contracts are recognized as Other
(Income) and Expense when terminated in conjunction with the termination of the
hedged position, or to the extent that such position remains outstanding,
deferred as Prepaid Expenses or Deferred Charges and amortized to Interest
Expense or Foreign Currency Exchange over the remaining life of that position.
Derivative financial instruments that the Company temporarily continues to hold
after the early termination of a hedged position, or that otherwise no longer
qualify for hedge accounting, are marked-to-market, with gains and losses
recognized in income as Other (Income) and Expense. Refer to Note 7.
STOCK-BASED COMPENSATION
Compensation cost for stock options is measured as the excess, if any, of the
quoted market price of the Company's stock at the date of the grant over the
amount an employee must pay to acquire the stock. Compensation cost for stock
appreciation rights and performance equity units is recorded annually based on
the quoted market price of the Company's stock at the end of the period. Refer
to Note 9.
ADVERTISING COSTS
Costs incurred for producing and communicating advertising are generally
expensed when incurred. Costs incurred under the Company's domestic cooperative
advertising program with dealers and franchisees are recorded subsequent to the
first time the advertising takes place, as related revenues are recognized.
Refer to Note 14.
INCOME TAXES
Income taxes are recognized during the year in which transactions enter into the
determination of financial statement income, with deferred taxes being provided
for temporary differences between amounts of assets and liabilities for
financial reporting purposes and such amounts as measured by tax laws. Refer to
Note 15.
ENVIRONMENTAL CLEANUP MATTERS
The Company expenses environmental expenditures related to existing conditions
resulting from past or current operations and from which no current or future
benefit is discernible. Expenditures which extend the life of the related
property or mitigate or prevent future environmental contamination are
capitalized. The Company determines its liability on a site by site basis and
records a liability at the time when it is probable and can be reasonably
estimated. The Company's estimated liability is reduced to reflect the
anticipated participation of other potentially responsible parties in those
instances where it is probable that such parties are legally responsible and
financially capable of paying their respective shares of the relevant costs. The
estimated liability of the Company is not discounted or reduced for possible
recoveries from insurance carriers. Refer to Note 18.
FOREIGN CURRENCY TRANSLATION
Financial statements of international subsidiaries are translated into U.S.
dollars using the exchange rate at each balance sheet date for assets and
liabilities and a weighted average exchange rate for each period for revenues,
expenses, gains and losses. Where the local currency is the functional currency,
translation adjustments are recorded as a separate component of Shareholders'
Equity. Where the U.S. dollar is the functional currency, translation
adjustments are recorded in income.
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 consolidated financial statements and related
notes to financial statements. Changes in such estimates may affect amounts
reported in future periods.
PER SHARE OF COMMON STOCK
Basic earnings per share has been computed based on the average number of common
shares outstanding. Diluted earnings per share reflects the increase in average
common shares outstanding that would result from the assumed exercise of
outstanding stock options, calculated using the treasury stock method. All
earnings per share amounts in these notes to financial statements are basic
earnings per share.
RECLASSIFICATION
Certain items previously reported in specific financial statement captions have
been reclassified to conform with the 1997 presentation.
38
41
Notes to Financial Statements
(continued)
NOTE 2. ASSET WRITEDOWN
AND OTHER RATIONALIZATIONS
(In millions) 1997 1996 1995
- -----------------------------------------------------------
Asset writedown $ -- $755.6 $--
Rationalizations
and other provisions 265.2 148.5 --
Asset sales -- (32.1) --
- -----------------------------------------------------------
$265.2 $872.0 $--
===========================================================
1997
Rationalizations and Other Provisions -- As a result of continued competitive
conditions in the markets served by the Company, a number of rationalization
actions were approved in 1997 to reduce costs and focus on the core tire and
general products businesses. These actions, the timing of which resulted in part
from the finalization of labor contract negotiations in the United States,
included the optimization, downsizing or consolidation of certain production
facilities, consolidation of distribution operations and withdrawal of support
from the worldwide Formula 1 racing series. In connection with these actions,
obligations under certain leases and other contracts were accrued, other assets
were written off and over 3,000 associates will be released. The approval of
these actions resulted in a charge of $265.2 million ($176.3 million after tax
or $1.13 per share), of which $52.5 million related to non-cash writeoffs and
$212.7 million related to future cash outflows, primarily for associate
severance costs. The actions are anticipated to be substantially completed
during 1998-1999. At December 31, 1997 the remaining balance of these provisions
on the Consolidated Balance Sheet totaled $201.9 million.
1996
Asset writedown -- In December 1996, industry developments occurred indicating
that the quantities of off-shore California, onshore California and Alaska North
Slope crude oil expected to be tendered in the future to the All American
Pipeline System and related assets (the System) for transportation would be
below prior estimates and that volumes of crude oil expected to be tendered to
the System for transportation to markets outside of California in the future
would be significantly lower than previously anticipated. As a result management
determined that the future cash flows expected to be generated by the System
would be less than its carrying value. In accordance with Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of," the Company reduced the
carrying value of the System to $420 million, determined using the present value
of expected future cash flows from the System, and recorded a charge of $755.6
million ($499.3 million after tax or $3.21 per share).
Rationalizations and other provisions -- As part of a rationalization plan
the Company recorded charges totaling $148.5 million ($95.3 million after tax or
$.62 per share) related to worldwide workforce reductions, consolidation of
operations and the closing of manufacturing facilities. At December 31, 1997 and
1996, the remaining balance of these provisions totaled $49.6 million and $110.0
million, respectively, and was recorded in Current Liabilities.
Asset sales -- During 1996 the Company recorded net gains totaling $32.1
million ($21.6 million after tax or $.14 per share) related to the sale of
business property in Asia, a portion of an investment in an Asian plantation
and the loss on the anticipated sale of a U.S. manufacturing facility.
NOTE 3. OTHER (INCOME) AND EXPENSE
(In millions) 1997 1996 1995
- ------------------------------------------------------------
Interest income $(23.0) $(28.5) $(27.3)
Financing fees and
financial instruments 41.4 39.7 48.3
Miscellaneous 6.1 11.4 --
- -----------------------------------------------------------
$ 24.5 $ 22.6 $ 21.0
===========================================================
Interest income consists of amounts earned on deposits, primarily from funds
invested in time deposits in Latin America and Europe, pending remittance or
reinvestment in the region.
Financing fees and financial instruments consists primarily of fees paid
under the Company's domestic accounts receivable continuous sale programs. Refer
to Note 4.
NOTE 4. ACCOUNTS AND NOTES RECEIVABLE
(In millions) 1997 1996
- -------------------------------------------------------------
Accounts and notes receivable $1,783.1 $1,764.1
Allowance for doubtful accounts (49.5) (58.1)
- -------------------------------------------------------------
$1,733.6 $1,706.0
=============================================================
Throughout the year, the Company sold certain domestic accounts receivable under
a continuous sale program. Under the program, undivided interests in designated
receivable pools were sold to the purchaser with recourse limited to the
receivables purchased. At December 31, 1997 and 1996, the level of net proceeds
from sales under the program was $550 million. The balance of the uncollected
portion of receivables sold under that and other agreements was $576.2 million
and $569.9 million at December 31, 1997 and 1996, respectively. Fees paid by the
Company under these agreements are based on certain variable market rate indices
and are recorded as Other (Income) and Expense.
39
42
Notes to Financial Statements
(continued)
NOTE 5. INVENTORIES
(In millions) 1997 1996
- -------------------------------------------------------------------------
Raw materials $ 307.0 $ 288.4
Work in process 87.1 77.2
Finished product 1,441.1 1,408.6
- -------------------------------------------------------------------------
$1,835.2 $ 1,774.2
=========================================================================
The cost of inventories using the last-in, first-out (LIFO) method
(approximately 37.6% of consolidated inventories in 1997 and 1996) was
less than the approximate current cost of inventories by $380.3 million
at December 31, 1997 and $406.9 million at December 31, 1996.
NOTE 6. PROPERTIES AND PLANTS
1997 1996
- --------------------------------------------------------------------------------------------------------------------------------
Capital Capital
(In millions) Owned Leases Total Owned Leases Total
- --------------------------------------------------------------------------------------------------------------------------------
Properties and plants, at cost:
Land and improvements $ 293.1 $ 3.7 $ 296.8 $ 308.2 $ 3.7 $ 311.9
Buildings and improvements 1,347.5 33.4 1,380.9 1,331.5 37.3 1,368.8
Machinery and equipment 6,442.4 49.8 6,492.2 6,251.4 58.8 6,310.2
Pipeline 504.3 -- 504.3 503.1 -- 503.1
Construction in progress 559.8 -- 559.8 509.7 -- 509.7
- --------------------------------------------------------------------------------------------------------------------------------
9,147.1 86.9 9,234.0 8,903.9 99.8 9,003.7
Accumulated depreciation (5,013.8) (70.5) (5,084.3) (4,856.0) (79.8) (4,935.8)
- --------------------------------------------------------------------------------------------------------------------------------
$ 4,133.3 $ 16.4 $ 4,149.7 $ 4,047.9 $ 20.0 $ 4,067.9
================================================================================================================================
The weighted average useful lives of property used in arriving at the annual
amount of depreciation provided are as follows: buildings and improvements, 18
years; machinery and equipment, 11 years; pipeline, 37 years.
NOTE 7. FINANCING ARRANGEMENTS AND FINANCIAL INSTRUMENTS
SHORT TERM DEBT AND FINANCING ARRANGEMENTS
At December 31, 1997, the Company had short term uncommitted credit arrangements
totaling $1.45 billion, of which $.86 billion were unused. These arrangements
are available to the Company or certain of its international subsidiaries
through various international banks at quoted market interest rates. There are
no commitment fees or compensating balances associated with these arrangements.
In addition, the Company maintains a commercial paper program, whereunder the
Company may have up to $550 million at any one time outstanding. No commercial
paper was outstanding at December 31, 1997.
A short term credit facility agreement is available whereunder the Company
may from time to time borrow and have outstanding until December 31, 1998 up to
U.S. $50 million at any one time with an international bank. Under the terms of
the agreement, the Company may repay U.S. dollar borrowings in either U.S.
dollars or a predetermined equivalent amount of certain available European
currencies. Borrowings are discounted at rates equivalent to 12.5 basis points
over a three month reserve adjusted LIBOR. A commitment fee of 8 basis points is
paid on the $50 million commitment (whether or not borrowed). There were no
borrowings outstanding under this agreement at December 31, 1997. The average
amount outstanding under a similar agreement during 1997 was $40.9 million.
The Company had outstanding short term debt amounting to $589.2 million at
December 31, 1997. Domestic short term debt represented $178.0 million of this
total with a weighted average interest rate of 6.03% at December 31, 1997. The
remaining $411.2 million was short term debt of international subsidiaries with
a weighted average interest rate of 7.29% at December 31, 1997. Of these debt
obligations, which by their terms are due within one year, $149.0 million were
classified as long term at December 31, 1997. Such obligations are supported by
the availability under the revolving credit agreements discussed on the
following page, and it is the Company's intent to maintain them as long term.
40
43
Notes to Financial Statements
(continued)
LONG TERM DEBT AND FINANCING ARRANGEMENTS
At December 31, 1997, the Company had long term credit arrangements totaling
$1.97 billion, of which $1.21 billion were unused.
The following table presents long term debt at December 31:
(In millions) 1997 1996
- -------------------------------------------------------------
Promissory notes:
12.15% due 1998-2000 $ -- $ 10.0
10.26% due 1999 -- 118.4
Swiss franc bonds:
5.375% due 2000 115.2 124.0
5.375% due 2006 108.6 116.8
6-5/8% Notes due 2006 249.1 249.0
Bank term loans due 1998-2001 182.2 218.0
Other domestic and international debt 243.6 308.5
- -------------------------------------------------------------
898.7 1,144.7
Capital lease obligations 12.3 13.9
- -------------------------------------------------------------
911.0 1,158.6
Less portion due within one year 66.5 26.4
- -------------------------------------------------------------
$844.5 $1,132.2
=============================================================
At December 31, 1997, the fair value of the Company's long term fixed rate debt
amounted to $595.8 million, compared to its carrying amount of $571.3 million
($687.5 million and $657.2 million, respectively, at December 31, 1996). The
difference was attributable primarily to the Swiss franc bonds in 1997 and the
promissory notes and the Swiss franc bonds in 1996. The fair value was estimated
using quoted market prices or discounted future cash flows. The fair value of
the Company's variable rate debt approximated its carrying amount at December
31, 1997 and 1996.
The 6-5/8% Notes due 2006 have a face amount of $250 million and are
reported net of unamortized discount.
The bank term loans due 1998 through 2001 are comprised of a $30 million
agreement bearing interest at 6.5% and various other agreements which provide
for interest at floating rates based upon LIBOR plus or minus a fixed spread.
The weighted average rate in effect under the terms of the floating rate
agreements at December 31, 1997 was 5.97%. Of these agreements, one $50 million
agreement allows the bank to convert the loan to a stated fixed interest rate of
6.55% at annual dates prior to maturity in 2001.
The Company is a party to two revolving credit facility agreements, each
with 28 domestic and international banks, consisting of a $900 million four year
revolving credit facility and a $300 million 364-day revolving credit facility.
The $900 million four year credit facility agreement provides that the Company
may borrow at any time until July 15, 2001, when the commitment terminates and
any outstanding loans mature. The Company pays a commitment fee ranging from
7.5 to 15 basis points on the entire amount of the commitment (whether or not
borrowed) and a usage fee on amounts borrowed (other than on a competitive
bid or prime rate basis) ranging from 15 to 30 basis points. These fees may
fluctuate within these ranges quarterly based upon the Company's performance as
measured by defined ranges of leverage. During 1997 commitment and usage fees
were 10 and 20 basis points, respectively. The $300 million 364-day credit
facility agreement provides that the Company may borrow until July 13, 1998, on
which date the facility commitment terminates, except as it may be extended on a
bank by bank basis. If a bank does not extend its commitment if requested to do
so, the Company may obtain from such bank a two year term loan up to the amount
of such bank's commitment. The Company pays a commitment fee of 8 basis points
on the entire amount of the commitment (whether or not borrowed) and a usage
fee of 22 basis points on amounts borrowed (other than on a competitive bid or
prime rate basis). Under both the four year and the 364-day credit facility
agreements, the Company may obtain loans bearing interest at reserve adjusted
LIBOR or a defined certificate of deposit rate, plus in each case the applicable
usage fee. In addition, the Company may obtain loans based on the prime rate or
at a rate determined on a competitive bid basis. The facility agreements each
contain certain covenants which, among other things, require the Company to
maintain at the end of each fiscal quarter a minimum consolidated net worth
and a defined minimum interest coverage ratio and establishes a limit on the
aggregate amount of consolidated debt the Company and its subsidiaries may
incur. There were no borrowings outstanding under these agreements at
December 31, 1997.
Other domestic and international debt consisted of the previously mentioned
reclassified short term bank borrowings, current maturities of long term debt
totaling $5.8 million and other floating and fixed rate Deutschemark and U.S.
dollar bank term loans maturing in 1998-2002, with a weighted average interest
rate of 6.76% at December 31, 1997.
41
44
Notes to Financial Statements
(continued)
The Company actively manages its fixed and floating rate debt mix, within
defined limitations, using refinancings and unleveraged interest rate swaps. The
Company will enter into fixed and floating interest rate swaps to alter its
exposure to the impact of changing interest rates on consolidated results of
operations and future cash outflows for interest. Fixed rate swaps are used to
reduce the Company's risk of increased interest costs during periods of rising
interest rates. Floating rate swaps are used to convert the fixed rates of long
term borrowings into short term variable rates. Interest rate swaps contracts
are thus used by the Company to separate interest rate risk management from the
debt funding decision. At December 31, 1997 and 1996, the interest rate on 62%
of the Company's debt was fixed by either the nature of the obligation or
through the interest rate contracts. Floating rate contracts with notional
principal amounts of $110 million were sold to retain the above mentioned 62%
fixed/floating ratio.
Contract information and weighted average interest rates follow:
December 31, December 31,
(Dollars in millions) 1996 Matured Sold 1997
- ---------------------------------------------------------------------------------------------------------------------------
Fixed rate swap contracts:
Notional principal amount $275.0 $125.0 -- $150.0
Pay fixed rate 8.00% 9.00% -- 7.16%
Receive variable LIBOR 5.63 5.65 -- 5.80
Average years to maturity 1.87 2.15
Fair value:(unfavorable) $ (3.0) $ (.8)
Carrying amount: (liability) (1.2) (.5)
Floating rate swap contracts:
Notional principal amount $110.0 -- $110.0 --
Pay variable LIBOR 5.57% -- 5.75% --
Receive fixed rate 6.24 -- 6.24 --
Average years to maturity 6.67 --
Fair value: (unfavorable) $ (.9) --
Carrying amount: asset 1.0 --
- -------------------------------------------------------------------------------------------------------------------------
Current market pricing models were used to estimate the fair values of interest
rate swap contracts. Weighted average information during the years 1997, 1996
and 1995 follows:
(Dollars in millions) 1997 1996 1995
- ---------------------------------------------------------------------------------------------------------------------------
Fixed rate contracts:
Pay fixed rate 7.46% 8.85% 8.95%
Receive variable LIBOR 5.74 5.66 6.23
Notional principal $191 $244 $416
Floating rate contracts:
Pay variable LIBOR 5.63% 5.52% 6.06%
Receive fixed rate 6.24 6.41 6.69
Notional principal $ 66 $144 $ 50
- ---------------------------------------------------------------------------------------------------------------------------
The annual aggregate maturities of long term debt and capital leases for the
five years subsequent to 1997 are presented below. Maturities of debt supported
by the availability of the revolving credit agreements have been reported on the
basis that the commitments to lend under these agreements will be terminated
effective at the end of their current terms.
(In millions) 1998 1999 2000 2001 2002
- ---------------------------------------------------------------------------------------------------------------------------
Debt incurred under or supported
by revolving credit agreements $ -- $ -- $ -- $155.0 $ --
Other 66.5 30.2 206.3 58.8 1.9
- ---------------------------------------------------------------------------------------------------------------------------
$66.5 $30.2 $206.3 $213.8 $1.9
===========================================================================================================================
Refer to Note 8, Leased Assets for additional information on capital lease
obligations.
42
45
Notes to Financial Statements
(continued)
FOREIGN CURRENCY FORWARD EXCHANGE CONTRACTS
In order to reduce the impact of changes in foreign exchange rates on
consolidated results of operations and future foreign currency denominated cash
flows, the Company was a party to various forward exchange contracts at December
31, 1997 and 1996. These contracts reduce exposure to currency movements
affecting existing foreign currency denominated assets, liabilities and firm
commitments resulting primarily from trade receivables and payables, equipment
acquisitions, intercompany loans and the Company's Swiss franc debt, including
the annual coupon payments. The carrying amounts of these contracts (excluding
the Swiss franc contracts) totaled $2.5 million and $14.7 million at December
31, 1997 and 1996, respectively, and were recorded in Accounts and Notes
Receivable. The carrying amounts of the Swiss franc contracts totaled $76.0
million and $93.0 million at December 31, 1997 and 1996, respectively, and were
recorded in Long Term Accounts and Notes Receivable.
A summary of forward exchange contracts in place at December 31 follows:
1997 1996
- -----------------------------------------------------------
Fair Contract Fair Contract
(In millions) Value Amount Value Amount
- -----------------------------------------------------------
Buy currency:
Swiss franc $218.2 $151.0 $238.9 $151.0
U.S. dollar 61.4 60.7 44.4 44.5
German mark 96.4 96.4 -- --
British pound 16.6 16.6 -- --
All other 27.7 28.5 35.9 36.5
- -----------------------------------------------------------
$420.3 $353.2 $319.2 $232.0
===========================================================
Contract maturity:
Swiss franc 10/00 - 3/06 10/00 - 3/06
All other 1/98 - 12/98 1/97 - 7/97
- -----------------------------------------------------------
Sell currency:
Belgian franc $212.4 $215.3 $231.5 $243.4
German mark 121.6 121.6 136.5 140.4
British pound 30.9 30.8 -- --
U.S. dollar -- -- 33.4 33.4
All other 82.9 84.0 92.8 92.4
- -----------------------------------------------------------
$447.8 $451.7 $494.2 $509.6
===========================================================
Contract maturity 1/98 - 12/98 1/97 - 7/97
- -----------------------------------------------------------
Current market pricing models were used to estimate the fair values of foreign
currency forward contracts. The contract maturities match the maturities of the
currency positions. The fair value of these contracts and the related currency
positions are subject to offsetting market risk resulting from foreign currency
exchange rate volatility.
The counterparties to the Company's interest rate swap, currency exchange
and forward exchange contracts are substantial and creditworthy multinational
commercial banks or other financial institutions which are recognized market
makers. Neither the risks of counterparty nonperformance nor the economic
consequences of counterparty nonperformance associated with these contracts are
considered by the Company to be material.
NOTE 8. LEASED ASSETS
Net rental expense charged to income follows:
(In millions) 1997 1996 1995
- -----------------------------------------------------------
Gross rental expense $245.2 $258.4 $281.1
Sublease rental income (53.5) (49.6) (50.0)
- -----------------------------------------------------------
$191.7 $208.8 $231.1
===========================================================
The Company enters into capital and operating leases primarily for its vehicles,
data processing equipment and its wholesale and retail distribution facilities
under varying terms and conditions, including the Company's sublease of some of
its domestic retail distribution network to independent dealers. Many of the
leases provide that the Company will pay taxes assessed against leased property
and the cost of insurance and maintenance.
While substantially all subleases and some operating leases are cancelable for
periods beyond 1998, management expects that in the normal course of its
business nearly all of its independent dealer distribution network will be
actively operated. As leases and subleases for existing locations expire, the
Company would normally expect to renew the leases or substitute another more
favorable retail location.
Estimated minimum future lease payments, net of anticipated sublease
revenue, follow:
Capital Operating Sublease
(In millions) Leases Leases Revenue
- -----------------------------------------------------------
1998 $ 2.2 $148.3 $ 43.8
1999 2.3 126.7 36.5
2000 2.0 101.0 27.8
2001 2.6 66.4 18.8
2002 1.8 53.8 11.9
2003 and thereafter 9.8 183.7 20.1
- -----------------------------------------------------------
$20.7 $679.9 $158.9
===========================================================
Present value of net
minimum lease payments $11.5 $532.2
===========================================================
43
46
Notes to Financial Statements
(continued)
NOTE 9. STOCK COMPENSATION PLANS
The Company's 1987 Employee Stock Option Plan, the 1989 Goodyear Performance and
Equity Incentive Plan and the 1997 Performance Incentive Plan of The Goodyear
Tire & Rubber Company provide for the granting of stock options and stock
appreciation rights (SARs). For options granted in tandem with SARs, the
exercise of a SAR cancels the stock option; conversely, the exercise of the
stock option cancels the SAR. The 1987 Plan terminated on April 10, 1989, and
the 1989 Plan terminated on April 14, 1997, except with respect to grants and
awards then outstanding.
The 1997 Plan empowers, and the 1989 Plan authorized, the Company to grant
from time to time to officers and other key employees of the Company and
subsidiaries restricted stock, performance grants and other stock-based awards
authorized by the Compensation Committee of the Board of Directors, which
administers the 1997 Plan. The 1997 Plan will expire by its terms on December
31, 2001, except with respect to grants and awards then outstanding.
Stock options and related SARs granted during 1997 generally have a maximum
term of ten years and vest pro rata over four years. Performance units (PUs)
granted during 1997 are based on cumulative net income per share of the
Company's Common Stock over a three year performance period ending December 31,
2000. To the extent earned, 50% of the PUs will be paid in cash (subject to
deferral under certain circumstances) and 50% will be automatically deferred for
at least 5 years in the form of units, each equivalent to a share of the
Company's Common Stock and payable in cash, shares of the Company's Common Stock
or a combination thereof at the election of the participant. Assuming that there
will be full utilization of the shares of the Company's Common Stock available
for awards during the term of the 1997 Plan, 15,000,000 shares of the Company's
Common Stock would be available for issuance pursuant to grants and awards made
through December 31, 2001.
Stock-based compensation activity for the years 1997, 1996 and 1995 follows:
1997 1996 1995
-----------------------------------------------------------------------------------
Shares SARs Shares SARs Shares SARs
- ---------------------------------------------------------------------------------------------------------------------------
Outstanding at January 1 8,277,689 1,052,799 7,327,626 793,371 7,749,660 782,446
Options granted 1,919,325 375,967 3,388,041 538,780 1,731,725 229,200
Options without SARs exercised (1,759,202) -- (2,212,106) --- (1,857,190) --
Options with SARs exercised (189,805) (189,805) (189,359) (189,359) (86,325) (86,325)
SARs exercised (38,968) (38,968) (82,700) (82,700) (62,950) (62,950)
Options without SARs expired (35,080) -- (25,113) -- (49,100) --
Options with SARs expired (9,745) (9,745) (7,293) (7,293) (4,700) (4,700)
SARs expired -- -- -- -- (900) (64,300)
Restricted stock granted -- -- -- -- 10,000 --
Restricted stock issued -- -- -- -- (10,000) --
Performance equity units granted 111,788 -- 148,650 -- 8,963 --
Performance equity shares issued (26,619) -- (43,753) -- (64,591) --
Performance equity units cancelled (23,239) -- (26,304) -- (36,966) --
===========================================================================================================================
Outstanding at December 31 8,226,144 1,190,248 8,277,689 1,052,799 7,327,626 793,371
===========================================================================================================================
Exercisable at December 31 3,019,753 331,713 3,733,699 361,963 5,033,729 482,296
===========================================================================================================================
Available for grant at December 31 13,008,945 1,055,957 2,908,914
===========================================================================================================================
Weighted average option exercise price information for the years 1997, 1996 and
1995 follows:
1997 1996 1995
- ---------------------------------------------------------------------------------------------------------------------------
Outstanding at January 1 $40.22 $33.96 $31.34
Granted during the year 63.50 47.05 34.75
Exercised during the year 36.04 31.27 29.71
Outstanding at December 31 46.86 40.22 33.96
Exercisable at December 31 38.51 35.25 32.30
- ---------------------------------------------------------------------------------------------------------------------------
Significant option groups outstanding at December 31, 1997 and related weighted
average price and life information follows:
Grant Date Options Outstanding Options Exercisable Exercise Price Remaining Life (Years)
- ---------------------------------------------------------------------------------------------------------------------------
12/2/97 1,895,925 -- $63.50 10
12/3/96 1,697,703 439,003 50.00 9
1/9/96 1,429,407 345,883 44.00 8
1/4/95 1,034,672 406,521 34.75 7
1/4/94 772,750 772,750 44.25 6
All other 1,038,787 1,003,735 28.62 4
- ---------------------------------------------------------------------------------------------------------------------------
44
47
Notes to Financial Statements
(continued)
Options in the 'All other' category were outstanding at prices ranging from
$11.25 to $52.50. All options and SARs were granted at an exercise price equal
to the fair market value of the Company's common stock at the date of grant.
Weighted average fair values at date of grant for grants in 1997, 1996 and
1995 follow:
1997 1996 1995
- ----------------------------------------------------------
Options $22.03 $18.58 $17.17
Performance equity units 63.50 47.02 34.75
- ----------------------------------------------------------
The above fair value of options at date of grant was estimated using the
Black-Scholes model with the following weighted average assumptions:
1997 1996 1995
- ----------------------------------------------------------
Expected life (years) 5 5 5
Interest rate 5.82% 5.69% 7.80%
Volatility 25.6 33.6 43.0
Dividend yield 1.68 1.65 2.34
- ----------------------------------------------------------
The fair value of performance equity units at date of grant was equal to the
market value of the Company's common stock at that date.
Stock-based compensation costs reduced income as follows:
(In millions, except per share) 1997 1996 1995
- -------------------------------------------------------------
Pretax income $10.2 $6.8 $8.7
Net income 6.1 4.1 5.2
Net income per share .04 .03 .03
- -------------------------------------------------------------
The following table presents the pro forma reduction in income that would have
been recorded had the fair values of options granted in each year been
recognized as compensation expense on a straight line basis over the vesting
period of the grant. The pro forma effect on income is not representative of the
pro forma effect on income in future years because it does not take into
consideration grants made prior to 1995.
(In millions, except per share) 1997 1996 1995
- -------------------------------------------------------------
Pretax income $18.6 $12.5 $6.0
Net income 15.9 10.7 5.2
Net income per share .10 .07 .03
- -------------------------------------------------------------
NOTE 10. POSTRETIREMENT HEALTH CARE
AND LIFE INSURANCE BENEFITS
The Company and its subsidiaries provide substantially all domestic associates
and associates at certain international subsidiaries with health care and life
insurance benefits upon retirement. The life insurance and certain health care
benefits are provided by insurance companies through premiums based on expected
benefits to be paid during the year. Substantial portions of the health care
benefits for domestic retirees are not insured and are paid by the Company.
Net periodic benefit cost follows:
(In millions) 1997 1996 1995
- --------------------------------------------------------------
Service cost -- benefits earned
during the period $ 22.1 $ 22.9 $ 21.2
Interest cost 154.5 155.2 152.7
Net amortization 1.9 5.0 (1.7)
- --------------------------------------------------------------
$178.5 $183.1 $172.2
==============================================================
The following table sets forth the funded status and amounts recognized on the
Company's Consolidated Balance Sheet at December 31, 1997 and 1996:
(In millions) 1997 1996
- ------------------------------------------------------------
Actuarial present value of accumulated
benefit obligation:
Retirees $(1,309.2) $(1,303.4)
Vested active plan participants (515.3) (516.4)
Other active plan participants (257.4) (259.1)
- ------------------------------------------------------------
Accumulated benefit obligation
in excess of plan assets (2,081.9) (2,078.9)
Unrecognized net loss 312.0 286.2
Unrecognized prior service cost (38.7) 6.1
- ------------------------------------------------------------
Accrued benefit cost recognized
on the Consolidated Balance Sheet $(1,808.6) $(1,786.6)
============================================================
1997 1996
- -----------------------------------------------------------------------
Assumptions: U.S. International U.S. International
- -----------------------------------------------------------------------
Discount rate 7.5% 5.0% - 15.0% 7.75% 5.0% - 8.5%
Rate of increase
in compensation
levels 4.0 2.5 - 14.0 4.5 2.5 - 5.75
- -----------------------------------------------------------------------
An 8% annual rate of increase in the cost of health care benefits for retirees
under age 65 and a 5.75% annual rate of increase for retirees 65 years and older
is assumed in 1998. These rates gradually decrease to 5% in 2010 and remain at
that level thereafter. To illustrate the significance of a 1% increase in the
assumed health care cost trend, the accumulated benefit obligation would
increase by $22.9 million at December 31, 1997, and the aggregate service and
interest cost by $2.7 million for the year then ended.
45
48
Notes to Financial Statements
(continued)
NOTE 11. PENSIONS
The Company and its subsidiaries provide substantially all associates with
pension benefits. The principal domestic hourly plan provides benefits based on
length of service. The principal domestic plans covering salaried associates
provide benefits based on career average earnings formulas. Associates making
voluntary contributions to these plans receive higher benefits. Other plans
provide benefits similar to the principal domestic plans as well as termination
indemnity plans at certain international subsidiaries.
The Company's domestic funding practice since 1993 has been to fund amounts
in excess of the requirements of Federal laws and regulations. During the five
years ended December 31, 1997, the Company funded $689.3 million to its domestic
pension plans, which were fully funded at that date.
Net periodic pension cost follows:
(In millions) 1997 1996 1995
- -------------------------------------------------------------------------------------------------------------------------
Service cost-benefits earned during the period $ 97.2 $ 92.7 $ 83.2
Interest cost on projected benefit obligations 253.1 237.2 221.1
Actual return on plan assets (568.3) (402.9) (427.8)
Net amortization and deferrals 352.2 208.0 279.3
- -------------------------------------------------------------------------------------------------------------------------
$ 134.2 $ 135.0 $ 155.8
=========================================================================================================================
The following table sets forth the funded status and amounts recognized on the
Company's Consolidated Balance Sheet at December 31, 1997 and 1996. At the end
of 1997 and 1996, assets exceeded accumulated benefits in certain plans and
accumulated benefits exceeded assets in others. Plan assets are invested
primarily in common stocks and fixed income securities.
1997 1996
------------------------------------------------------------------
Assets Exceed Accumulated Assets Exceed Accumulated
Accumulated Benefits Accumulated Benefits
(In millions) Benefits Exceed Assets Benefits Exceed Assets
- --------------------------------------------------------------------------------------------------------------------------
Actuarial present value of benefit obligations:
Vested benefit obligation $(2,860.5) $(213.1) $(2,463.6) $(225.7)
Accumulated benefit obligation $(3,142.0) $(258.9) $(2,709.4) $(270.6)
Projected benefit obligation $(3,272.7) $(323.7) $(2,838.8) $(340.0)
Plan assets 3,506.5 60.8 3,021.4 60.8
- --------------------------------------------------------------------------------------------------------------------------
Projected benefit obligation less than
(in excess of) plan assets 233.8 (262.9) 182.6 (279.2)
Unrecognized net (gain) loss (106.3) 82.1 (1.6) 79.2
Unrecognized prior service cost 377.7 1.7 344.6 (.6)
Unrecognized net (asset) obligation at transition (5.4) 16.3 (7.3) 21.7
Adjustment required to recognize minimum liability -- (50.9) -- (55.0)
- --------------------------------------------------------------------------------------------------------------------------
Pension asset (liability) recognized on
the Consolidated Balance Sheet $ 499.8 $(213.7) $ 518.3 $(233.9)
==========================================================================================================================
1997 1996 1995
- ----------------------------------------------------------------------------------------------------------------------
Assumptions: U.S. International U.S. International U.S. International
- -----------------------------------------------------------------------------------------------------------------------
Discount rate 7.5% 3.0% - 12.0% 7.75% 3.0% - 12.0% 7.75% 3.0% - 12.0%
Rate of increase in
compensation levels 4.0 0 - 10.5 4.5 0 - 10.5 4.5 0 - 10.5
Expected long term rate
of return on plan assets 9.5 4.0 - 12.0 9.0 5.0 - 12.0 9.0 5.0 - 12.0
- ----------------------------------------------------------------------------------------------------------------------
During 1997, the Company recognized curtailment losses of $19.5 million as part
of a charge for rationalizations and other provisions. Refer to Note 2.
For plans that are not fully funded, the Company is required to offset the
adjustment required to recognize minimum liability on the Consolidated Balance
Sheet with an intangible asset, up to the amount of unrecognized prior service
cost plus unrecognized obligations at transition that remain at December 31 of
each year. Liability amounts in excess of these two items are offset by a
separate reduction in Shareholders' Equity, net of tax. Accordingly,
Shareholders' Equity was reduced by $28.1 million at December 31, 1997, compared
to $31.0 million at December 31, 1996.
Certain international subsidiaries maintain unfunded plans consistent with
local practices and requirements and at December 31, 1997, these plans accounted
for $71.6 million of the Company's accumulated benefit obligation, $80.9 million
of its projected benefit obligation and $23.0 million of its minimum pension
liability adjustment ($76.6 million, $88.2 million and $23.4 million,
respectively, at December 31, 1996).
46
49
Notes to Financial Statements
(continued)
NOTE 12. SAVINGS PLANS
Substantially all domestic associates are eligible to participate in one of the
Company's six savings plans. Under these plans associates elect to contribute a
percentage of their pay. In 1997, most plans provided for the Company's matching
of these contributions (up to a maximum of 6% of the associate's annual pay or,
if less, $9,500) at the rate of 50%. Company contributions were $40.6 million,
$38.0 million and $38.2 million for 1997, 1996 and 1995, respectively.
NOTE 13. INTEREST EXPENSE
Interest expense includes interest and amortization of debt discount and expense
less amounts capitalized as follows:
(In millions) 1997 1996 1995
- ----------------------------------------------------------
Interest expense before
capitalization $125.7 $134.0 $140.1
Less capitalized interest 6.2 5.4 5.1
- ----------------------------------------------------------
$119.5 $128.6 $135.0
==========================================================
The Company made cash payments for interest in 1997, 1996 and 1995 of $131.7
million, $141.0 million and $136.4 million, respectively.
NOTE 14. ADVERTISING COSTS
Advertising costs for 1997, 1996 and 1995 were $244.1 million, $249.8 million
and $246.7 million, respectively.
NOTE 15. INCOME TAXES
The components of Income before Income Taxes, adjusted for Minority Interest in
Net Income of Subsidiaries, follow:
(In millions) 1997 1996 1995
- ----------------------------------------------------------
U.S. $198.9 $(569.0) $271.4
Foreign 601.1 691.3 654.4
- ----------------------------------------------------------
800.0 122.3 925.8
Minority Interest in Net
Income of Subsidiaries 44.6 43.1 36.2
- ----------------------------------------------------------
$844.6 $ 165.4 $962.0
==========================================================
A reconciliation of Federal income taxes at the U.S. statutory rate to income
taxes provided follows:
(Dollars in millions) 1997 1996 1995
- ---------------------------------------------------------------
U.S. Federal income tax
at the statutory rate of 35% $295.6 $ 57.9 $336.7
Adjustment for foreign income
taxed at different rates (31.3) (23.7) (21.3)
Other (23.0) (13.6) (.6)
- --------------------------------------------------------------
United States and Foreign
Taxes on Income $241.3 $ 20.6 $314.8
==============================================================
Effective tax rate 28.6% 12.5% 32.7%
==============================================================
The components of the provision for income taxes by taxing jurisdiction follow:
(In millions) 1997 1996 1995
- -----------------------------------------------------------
Current:
Federal $ 58.9 $ 23.5 $ 42.1
Foreign income and
withholding taxes 212.6 230.4 219.3
State .5 5.2 (4.6)
- -----------------------------------------------------------
272.0 259.1 256.8
Deferred:
Federal (36.1) (254.1) 19.8
Foreign 7.4 20.3 32.9
State (2.0) (4.7) 5.3
- -----------------------------------------------------------
(30.7) (238.5) 58.0
- -----------------------------------------------------------
United States and Foreign
Taxes on Income $241.3 $ 20.6 $314.8
===========================================================
Temporary differences and carryforwards which give rise to deferred tax assets
and liabilities at December 31, 1997 and 1996 follow:
(In millions) 1997 1996
- ------------------------------------------------------------------------
Postretirement benefits other
than pensions $ 704.9 $ 700.4
Rationalizations and other provisions 108.0 31.6
Accrued environmental liabilities 30.1 38.2
General and product liability 49.6 56.5
Alternative minimum tax credit
carryforwards 63.2 55.0
Operating loss carryforwards 22.5 19.8
Workers' compensation 52.1 54.8
Vacation and sick pay 70.8 73.0
Other 34.6 95.0
- ------------------------------------------------------------------------
1,135.8 1,124.3
Valuation allowance (15.8) (21.4)
- ------------------------------------------------------------------------
Total deferred tax assets 1,120.0 1,102.9
Total deferred tax liabilities -- depreciation (452.8) (445.6)
-- pensions (181.6) (184.8)
- ------------------------------------------------------------------------
Total deferred taxes $ 485.6 $ 472.5
========================================================================
The Company made net cash payments for income taxes in 1997, 1996 and 1995 of
$262.6 million, $238.5 million and $243.8 million, respectively.
No provision for Federal income tax or foreign withholding tax on retained
earnings of international subsidiaries of $1,540.0 million is required because
this amount has been or will be reinvested in properties and plants and working
capital. It is not practicable to calculate the deferred taxes associated with
the remittance of these investments.
NOTE 16. RESEARCH AND DEVELOPMENT
Research and development costs for 1997, 1996 and 1995 were $384.1 million,
$374.5 million and $369.3 million, respectively.
47
50
Notes to Financial Statements
(continued)
NOTE 17. BUSINESS SEGMENTS
The Tires segment is the principal industry segment, which involves the
development, manufacture, distribution and sale of tires and related products in
original equipment and replacement markets throughout most regions of the world.
Related products and services include tubes, retreads, automotive repair
services and merchandise purchased for resale.
The General products segment involves the manufacture and sale of various
engineered rubber and chemical products throughout most regions of the world,
principally in the U.S., Latin America and Europe. These products include belts,
hose, molded and extruded rubber products, tank tracks, organic chemicals used
in rubber and plastic processing, synthetic rubber, rubber latices and other
products.
The Oil transportation segment consists primarily of the All American
Pipeline System, a common carrier crude oil pipeline extending from California
to Texas. This segment, which also includes a crude oil gathering pipeline in
California, crude oil storage facilities, linefill and related assets, also
engages in various crude oil gathering, purchasing and selling activities.
Segment sales consist of tariffs charged by the All American Pipeline System and
revenues, net of acquisition costs, resulting from various crude oil gathering,
purchasing and selling activities. Acquisition costs associated with these
activities amounted to $918 million, $808 million and $496 million for 1997,
1996 and 1995, respectively.
Operating income for each industry and geographic segment consists of total
revenues less applicable costs and expenses. Transfers between industry segments
were not material. Inter-geographic sales were at cost plus a negotiated mark
up.
Portions of the items described in Note 2, Asset Writedown and Other
Rationalizations were charged to the operating income of both the industry and
geographic segments in 1997 and 1996 as follows:
INDUSTRY SEGMENTS General Oil
(In millions) Tires Products Transportation Total
- ---------------------------------------------------------------------------------------------------------------------------
1997
Rationalizations and other provisions $259.2 $ 6.0 $ -- $265.2
===========================================================================================================================
1996
- ---------------------------------------------------------------------------------------------------------------------------
Asset writedown $ -- $ -- $755.6 $755.6
Rationalizations and other provisions 131.9 16.6 -- 148.5
Asset sales -- 10.2 -- 10.2
- ---------------------------------------------------------------------------------------------------------------------------
$131.9 $ 26.8 $755.6 $914.3
===========================================================================================================================
GEOGRAPHIC SEGMENTS United Latin
(In millions) States Europe America Asia Canada Total
- ---------------------------------------------------------------------------------------------------------------------------
1997
- ---------------------------------------------------------------------------------------------------------------------------
Rationalizations and other provisions $113.6 $95.1 $ 44.5 $ 8.0 $ 4.0 $265.2
===========================================================================================================================
1996
- ---------------------------------------------------------------------------------------------------------------------------
Asset writedown $755.6 $ -- $ -- $ -- $ -- $755.6
Rationalizations and other provisions 79.5 29.4 24.0 1.8 13.8 148.5
Asset sales 10.2 -- -- -- -- 10.2
- ---------------------------------------------------------------------------------------------------------------------------
$845.3 $29.4 $ 24.0 $ 1.8 $ 13.8 $914.3
===========================================================================================================================
The following items have been excluded from the determination of operating
income: interest expense, foreign currency exchange, equity in net income of
affiliates, minority interest in net income of subsidiaries, corporate revenues
and expenses and income taxes. Corporate revenues and expenses were those items
not identifiable with the operations of a segment. Corporate revenues were
primarily from the sale of miscellaneous assets. Corporate expenses were
primarily central administrative expenses.
Identifiable assets of industry and geographic segments represent those
assets that were associated with the operations of each segment. Corporate
assets consist of cash and cash equivalents, prepaid expenses and other current
assets, long term accounts and notes receivable, deferred charges and other
assets. At December 31, 1997, $122.0 million or 45.2% ($99.8 million or 39.3% at
December 31, 1996) of the Company's cash, cash equivalents and short term
securities were concentrated in Latin America, primarily Brazil and $33.1
million or 12.2% ($64.6 million or 25.5% at December 31, 1996) were concentrated
in Asia.
Dividends received by the Company and domestic subsidiaries from its
international operations for 1997, 1996 and 1995 were $323.3 million, $158.7
million and $139.0 million, respectively.
48
51
Notes to Financial Statements
(CONTINUED)
INDUSTRY SEGMENTS
(In millions) 1997 1996 1995
- --------------------------------------------------------------------------------------------------------------------------
Net Sales to Unaffiliated Customers
Tires $10,357.7 $10,211.0 $10,104.5
Related products and services 911.6 993.3 1,157.8
- --------------------------------------------------------------------------------------------------------------------------
Total Tires 11,269.3 11,204.3 11,262.3
General products 1,796.0 1,781.3 1,776.8
Oil transportation 89.8 127.2 126.8
- --------------------------------------------------------------------------------------------------------------------------
Total Net Sales $13,155.1 $13,112.8 $13,165.9
==========================================================================================================================
Income (Loss)
Tires $ 780.4 $ 893.3 $ 1,000.2
General products 208.2 162.9 165.6
Oil transportation 55.8 (689.8) 55.3
- --------------------------------------------------------------------------------------------------------------------------
Operating Income 1,044.4 366.4 1,221.1
==========================================================================================================================
Interest expense (119.5) (128.6) (135.0)
Foreign currency exchange 34.1 (7.4) (17.4)
Equity in net income of affiliates 18.7 19.1 19.0
Minority interest in net income of subsidiaries (44.6) (43.1) (36.2)
Corporate revenues and expenses (133.1) (84.1) (125.7)
- --------------------------------------------------------------------------------------------------------------------------
Income Before Income Taxes $ 800.0 $ 122.3 $ 925.8
==========================================================================================================================
Assets
Tires $ 6,413.5 $ 6,270.6 $ 6,050.8
General products 848.4 815.1 791.7
Oil transportation 561.8 605.6 1,356.3
- --------------------------------------------------------------------------------------------------------------------------
Identifiable Assets 7,823.7 7,691.3 8,198.8
==========================================================================================================================
Corporate assets 1,969.1 1,840.2 1,407.0
Investments in affiliates, at equity 124.6 140.3 183.8
- --------------------------------------------------------------------------------------------------------------------------
Total Assets $ 9,917.4 $ 9,671.8 $ 9,789.6
==========================================================================================================================
Capital Expenditures
Tires $ 581.6 $ 500.6 $ 494.5
General products 115.2 112.9 116.4
Oil transportation 2.2 4.0 4.7
- --------------------------------------------------------------------------------------------------------------------------
Total Capital Expenditures $ 699.0 $ 617.5 $ 615.6
==========================================================================================================================
Depreciation
Tires $ 382.5 $ 351.6 $ 329.6
General products 69.6 63.1 59.1
Oil transportation 17.2 46.1 46.2
- --------------------------------------------------------------------------------------------------------------------------
Total Depreciation $ 469.3 $ 460.8 $ 434.9
==========================================================================================================================
49
52
Notes to Financial Statements
(CONTINUED)
GEOGRAPHIC SEGMENTS
(In millions) 1997 1996 1995
- ---------------------------------------------------------------------------------------------------------------------------
Net Sales to Unaffiliated Customers
United States $ 6,920.8 $ 7,009.9 $ 7,249.6
Europe 3,160.8 3,059.8 2,853.7
Latin America 1,575.0 1,527.5 1,542.9
Asia 772.7 845.4 833.2
Canada 725.8 670.2 686.5
- --------------------------------------------------------------------------------------------------------------------------
Total Net Sales $13,155.1 $13,112.8 $13,165.9
==========================================================================================================================
Inter-Geographic Sales
United States $ 345.5 $ 359.3 $ 408.4
Europe 109.2 59.2 90.1
Latin America 158.0 170.2 172.5
Asia 542.0 674.1 815.9
Canada 325.0 316.8 297.3
- --------------------------------------------------------------------------------------------------------------------------
Total Inter-Geographic Sales $ 1,479.7 $ 1,579.6 $ 1,784.2
==========================================================================================================================
Revenue
United States $ 7,266.3 $ 7,369.2 $ 7,658.0
Europe 3,270.0 3,119.0 2,943.8
Latin America 1,733.0 1,697.7 1,715.4
Asia 1,314.7 1,519.5 1,649.1
Canada 1,050.8 987.0 983.8
Adjustments and eliminations (1,479.7) (1,579.6) (1,784.2)
- --------------------------------------------------------------------------------------------------------------------------
Total Revenue $13,155.1 $13,112.8 $13,165.9
==========================================================================================================================
Operating Income (Loss)
United States $ 491.2 $ (296.7) $ 543.9
Europe 214.9 302.0 317.2
Latin America 224.2 246.0 238.8
Asia 65.3 99.3 90.1
Canada 48.8 15.8 31.1
- --------------------------------------------------------------------------------------------------------------------------
Total Operating Income $ 1,044.4 $ 366.4 $ 1,221.1
==========================================================================================================================
Assets
United States $ 3,992.9 $ 3,915.6 $ 4,703.6
Europe 1,943.6 1,800.0 1,719.9
Latin America 849.5 765.1 683.0
Asia 524.8 688.6 576.9
Canada 512.9 522.0 515.4
Identifiable Assets 7,823.7 7,691.3 8,198.8
Corporate assets 1,969.1 1,840.2 1,407.0
Investments in affiliates, at equity 124.6 140.3 183.8
- --------------------------------------------------------------------------------------------------------------------------
Total Assets $ 9,917.4 $ 9,671.8 $ 9,789.6
==========================================================================================================================
50
53
Notes to Financial Statements
(CONTINUED)
Sales and operating income of the Asia segment reflect the results of the
Company's majority-owned tire business and other operations in the region,
principally the engineered products and natural rubber businesses. In addition,
the Company owns a 50% interest in South Pacific Tyres Ltd (SPT), the largest
tire manufacturer, marketer and exporter in Australia and New Zealand. Results
of operations of SPT are not reported in segment results, and are reflected in
the Company's consolidated statement of income using the equity method.
The following table presents the sales and operating income of the Company's
Asian segment together with 100% of the unaudited sales and operating income of
SPT:
(In millions) 1997 1996 1995
- -----------------------------------------------------------
Net Sales:
Asia Segment $ 772.7 $ 845.4 $ 833.2
SPT (unaudited) 744.2 814.1 743.7
- -----------------------------------------------------------
Total (unaudited) $1,516.9 $1,659.5 $1,576.9
===========================================================
Operating Income:
Asia Segment $ 65.3 $ 99.3 $ 90.1
SPT (unaudited) 63.5 75.8 71.5
- -----------------------------------------------------------
Total (unaudited) $ 128.8 $ 175.1 $ 161.6
===========================================================
NOTE 18. COMMITMENTS AND CONTINGENT LIABILITIES
At December 31, 1997, the Company had binding commitments for investments in
land, buildings and equipment of $137.2 million and off-balance-sheet financial
guarantees written of $83.6 million.
At December 31, 1997, the Company had recorded liabilities aggregating $71.2
million for anticipated costs, including legal and consulting fees, site
studies, the design and implementation of remediation plans, post-remediation
monitoring and related activities, related to various environmental matters,
primarily the remediation of numerous waste disposal sites and certain
properties sold by the Company. The amount of the Company's ultimate liability
in respect of these matters may be affected by several uncertainties, primarily
the ultimate cost of required remediation and the extent to which other
responsible parties contribute, and is expected to be paid over several years.
Refer to Note 1, Accounting Policies, Environmental Cleanup Matters for
additional information.
At December 31, 1997, the Company had recorded liabilities aggregating
$125.5 million for potential product liability and other tort claims, including
related legal fees expected to be incurred, presently asserted against the
Company. The amount recorded was determined on the basis of an assessment of
potential liability using an analysis of pending claims, historical experience
and current trends. The Company has concluded that in respect of any of the
above described liabilities, it is not reasonably possible that it would incur a
loss exceeding the amount already recognized with respect thereto which would
materially affect the Company's financial condition, results of operations or
liquidity.
The Company is a party to several related lawsuits involving employment
matters. There exists a reasonable possibility that the Company will not prevail
in these cases. Although sufficient uncertainties exist in these cases to
prevent the Company from determining the amount of its liability, if any, the
ultimate exposure is not expected to exceed $90 million at December 31, 1997.
Various other legal actions, claims and governmental investigations and
proceedings covering a wide range of matters are pending against the Company and
its subsidiaries. Management, after reviewing available information relating to
such matters and consulting with the Company's General Counsel, has determined
with respect to each such matter either that it is not reasonably possible that
the Company has incurred liability in respect thereof or that any liability
ultimately incurred will not exceed the amount, if any, recorded at December 31,
1997 in respect thereof which would be material relative to the consolidated
financial position, results of operations or liquidity of the Company. However,
in the event of an unanticipated adverse final determination in respect of
certain matters, the Company's consolidated net income for the period in which
such determination occurs could be materially affected.
51
54
Notes to Financial Statements
(CONTINUED)
NOTE 19. PREFERRED STOCK PURCHASE RIGHTS PLAN
In June 1996, the Company authorized 7,000,000 shares of Series B Preferred
Stock ("Series B Preferred") issuable only upon the exercise of rights
("Rights") issued under the Preferred Stock Purchase Rights Plan adopted on, and
set forth in the Rights Agreement dated, June 4, 1996. Each share of Series B
Preferred issued would be non-redeemable, non-voting and entitled to (i)
cumulative quarterly dividends equal to the greater of $25.00 or, subject to
adjustment, 100 times the per year amount of dividends declared on Goodyear
Common Stock ("the Common Stock") during the preceding quarter and (ii) a
liquidation preference.
Under the Rights Plan, each shareholder of record on July 29, 1996 received
a dividend of one Right per share of the Common Stock. Each Right, when
exercisable, will entitle the registered holder thereof to purchase from the
Company one one-hundredth of a share of Series B Preferred Stock at a price of
$250 (the "Purchase Price"), subject to adjustment. The Rights will expire on
July 29, 2006, unless earlier redeemed at $.001 per Right. The Rights will be
exercisable only in the event that an acquiring person or group purchases, or
makes -- or announces its intention to make -- a tender offer for, 15% or more
of the Common Stock. In the event that any acquiring person or group acquires
15% or more of the Common Stock, each Right will entitle the holder to purchase
that number of shares of Common Stock (or in certain circumstances, other
securities, cash or property) which at the time of such transaction would have a
market value of two times the Purchase Price.
If the Company is acquired or a sale or transfer of 50% or more of the
Company's assets or earnings power is made after the Rights become exercisable,
each Right (except those held by an acquiring person or group) will entitle the
holder to purchase common stock of the acquiring entity having a market value
then equal to two times the Purchase Price. In addition, when exercisable the
Rights under certain circumstances may be exchanged by the Company at the ratio
of one share of Common Stock (or the equivalent thereof in other securities,
property or cash) per Right, subject to adjustment.
The Rights Plan replaced the rights plan adopted in 1986, whereunder rights
to purchase Series A $10.00 Preferred Stock were issued and expired without
being exercisable on July 28, 1996.
52
55
Supplementary Data
(Unaudited)
QUARTERLY DATA AND MARKET PRICE INFORMATION
(In millions, except per share)
Quarter
---------------------------------------------------------------
1997 First Second Third Fourth Year
- ---------------------------------------------------------------------------------------------------------------------------
Net Sales $3,233.2 $3,315.5 $3,322.2 $3,284.2 $13,155.1
Gross Profit 772.2 782.7 777.4 776.9 3,109.2
===========================================================================================================================
Net Income $ 170.4 192.2 $ 194.1 $ 2.0 $ 558.7
===========================================================================================================================
Net Income Per Share -- Basic $ 1.09 $ 1.23 $ 1.25 $ .01 $ 3.58
-- Diluted $ 1.08 $ 1.22 $ 1.22 $ .01 $ 3.53
===========================================================================================================================
Average Shares Outstanding
- -- Basic 156.4 155.8 156.2 156.5 156.2
- -- Diluted 158.0 157.7 158.3 158.6 158.2
Price Range of Common Stock:*
High $ 55-7/8 $ 63-3/8 $ 69-3/4 $ 71-1/4 $ 71-1/4
Low 50-5/8 49-1/4 60-5/8 58-5/8 49-1/4
===========================================================================================================================
Dividends Per Share .28 .28 .28 .30 1.14
===========================================================================================================================
The 1997 fourth quarter included a net after-tax charge of $176.3 million or
$1.13 per share-basic for rationalizations.
Quarter
--------------------------------------------------------------
1996 First Second Third Fourth Year
- ---------------------------------------------------------------------------------------------------------------------------
Net Sales $3,245.5 $3,329.5 $3,267.7 $3,270.1 $13,112.8
Gross Profit 764.3 795.2 758.9 767.7 3,086.1
===========================================================================================================================
Net Income(Loss) $ 151.8 $ 187.9 $ 170.2 $ (408.2) $ 101.7
===========================================================================================================================
Net Income (Loss) Per Share -- Basic $ .98 $ 1.22 $ 1.09 $ (2.63) $ .66
-- Diluted $ .97 $ 1.20 $ 1.09 $ (2.63) $ .65
Average Shares Outstanding
- -- Basic 154.3 155.1 155.3 155.7 155.1
- -- Diluted 156.2 157.1 156.7 155.7 156.8
Price Range of Common Stock:*
High $ 53 $ 53 $ 49-1/8 $ 52-1/4 $ 53
Low 42-3/4 46-7/8 41-1/2 43-1/8 41-1/2
===========================================================================================================================
Dividends Per Share .25 .25 .25 .28 1.03
===========================================================================================================================
The 1996 fourth quarter included a net after-tax charge of $572.2 million or
$3.68 per share-basic for the writedown of the All American Pipeline System and
related assets and other rationalizations.
*New York Stock Exchange - Composite Transactions
53
56
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE. None.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information required by Item 401 of Regulation S-K in respect of directors
of Registrant is, pursuant to General Instruction G(3) to Form 10-K,
incorporated herein by specific reference to the text set forth under the
caption "Election of Directors" at pages 3 through 6, inclusive, of Registrant's
Proxy Statement, dated February 26, 1998, for its Annual Meeting of Shareholders
to be held on April 6, 1998 (the "Proxy Statement"). For information regarding
the executive officers of Registrant, reference is made to Part I, Item 4(A), at
pages 15 through 20, inclusive, of this Annual Report.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of copies of reports on Forms 3, 4 and 5 received
by Registrant, or on written representations from certain directors and officers
that no updating Section 16(a) forms were required to be filed by them,
Registrant believes that no director or officer of Registrant filed a late
report or failed to file a required report under Section 16(a) of the Exchange
Act during or in respect of the year ended December 31, 1997, except that: (1)
Mr. L. N. Fiedler, a Vice President of Registrant, filed an amendment, dated
January 13, 1998, to his Form 4 for December 1997, dated January 5, 1998, to
correct the reporting of his holdings of Common Stock to reflect a gift of 42
shares of Common Stock made on December 23, 1997; (2) Mr. R. W. Hauman, a Vice
President and the Treasurer of Registrant, filed amendments, each dated January
5, 1998, to his Form 4 for June 1997 and his Form 4 for September 1997 to
correct an administrative error in the reporting of his holdings of Common
Stock; and (3) Mr. G. A. Miller, a Vice President of Registrant, filed
Amendments, each dated February 6, 1998, to his Form 4 for November 1997 and
December of 1997 to correct an administrative error in the calculation of his
holdings of Common Stock. To the knowledge of Registrant, no person owned 10% or
more of any class of Registrant's equity securities registered under the
Exchange Act.
ITEM 11. EXECUTIVE COMPENSATION.
Information required by Item 402 of Regulation S-K in respect of
management of Registrant is, pursuant to General Instruction G(3) to Form 10-K,
incorporated herein by specific reference to the text set forth in the Proxy
Statement under the caption "Executive Officer Compensation", at pages 9 through
17, inclusive, of the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information required by Item 403 of Regulation S-K relating to the
ownership of Registrant's Common Stock by certain beneficial owners and
management is, pursuant to General Instruction G(3) to Form 10-K, incorporated
herein by specific reference to the text set forth in the Proxy Statement under
the caption "Beneficial Ownership of Common Stock" at pages 7 and 8 of the Proxy
Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required by Item 404 of Regulation S-K relating to certain
transactions by and relationships of management is, pursuant to General
Instruction G(3) to Form 10-K, incorporated herein by specific reference to the
text set forth in the Proxy Statement under the caption "Executive Officer
Compensation" at pages 9 through 17, inclusive, of the Proxy Statement.
54
57
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
A. LIST OF DOCUMENTS FILED AS PART OF THIS REPORT:
1. FINANCIAL STATEMENTS: See Index on page 32 of this Annual Report.
2. FINANCIAL STATEMENT SCHEDULES: See Index To Financial Statement
Schedules attached to this Annual Report at page FS-1. The Financial Statement
Schedule at page FS-1 is by specific reference hereby incorporated into and made
a part of this Annual Report.
3. EXHIBITS REQUIRED TO BE FILED BY ITEM 601 OF REGULATION S-K: See the
Index of Exhibits at pages X-1 through X-6, inclusive, which is by specific
reference hereby incorporated into and made a part of this Annual Report. The
following exhibits, each listed in the Index of Exhibits, are or relate to
compensation plans and arrangements of Registrant:
EXHIBIT DESCRIPTION FILED AS EXHIBIT
------- ------------- ------------------
10(a) 1997 Performance Incentive Plan of The 10.1 to Form 10-Q for
Goodyear Tire & Rubber Company the quarter ended
(the "1997 Plan") June 30, 1997
10(b) 1989 Goodyear Performance and Equity A to Form 10-Q for
Incentive Plan ("1989 Plan") quarter ended March 31, 1989
10(c) Forms of Stock Option Grant Agreements 10.1 to this Annual
under the 1997 Plan in respect of Stock Report on Form 10-K
Options and SARs granted December 2,
1997
10(d) Performance Recognition Plan 10.1 to Form 10-K for
adopted as of January 1, 1996 year ended December 31, 1995
10(e) Form of Performance Grant Agreement 10.2 to this Annual Report
under 1997 Plan dated December 2, 1997 on Form 10-K
10(f) Forms of Stock Option Grant Agreements 10.3 to Form 10-K for year
under 1989 Plan in respect of options and ended December 31, 1996
SARs granted December 3, 1996
10(g) Form of Stock Option Grant Agreement G to Form 10-K for year
under 1989 Plan in respect of options ended December 31, 1993
granted January 4, 1994
10(h) 1987 Employees' Stock Option Plan B to Form 10-Q for quarter
ended March 31, 1987
10(i) Form of Performance Equity Grant 10.2 to Form 10-K for year
Agreement for 1994 under 1989 Plan ended December 31, 1996
(as amended December 3, 1996)
10(j) Goodyear Supplementary Pension Plan A to Form 10-Q for
(as amended) quarter ended March 31,
1990
10(k) Form of Performance Equity Grant 10.4 to Form 10-K for year
Agreement for 1995 under 1989 Plan ended December 31, 1996
(as amended December 3, 1996)
10(l) Goodyear Employee Severance Plan A-II to Form 10-K for year
ended December 31, 1988
55
58
EXHIBIT DESCRIPTION FILED AS EXHIBIT
------- ------------- ------------------
10(m) Forms of Stock Option Grant Agreements 10.3 to Form 10-K for year
under 1989 Plan in respect of options and ended December 31, 1995
SARs granted January 9, 1996
10(n) Form of Performance Equity Grant 10.5 to Form 10-K for year
Agreement for 1996 under 1989 Plan ended December 31, 1996
(as amended December 3, 1996)
10(o) Form of Performance Equity Grant 10.6 to Form 10-K for year
Agreement for 1997 under 1989 Plan ended December 31, 1996
10(p) Forms of Stock Option Grant Agreements G to Form 10-K for year
under 1989 Plan in respect of options and ended December 31, 1994
SARs granted January 4, 1995
10(r) Deferred Compensation Plan for Executives B to Form 10-Q for quarter
ended September 30, 1994
10(s) 1994 Restricted Stock Award Plan for B to Form 10-Q for
Non-employee Directors quarter ended June 30, 1994
10(t) Outside Directors' Equity 10.3 to this Annual Report
Participation Plan (as amended) on Form 10-K
B. REPORTS ON FORM 8-K:
No Current Report on Form 8-K was filed by Registrant with the Securities
and Exchange Commission during the quarter ended December 31, 1997.
56
59
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS ANNUAL REPORT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
THE GOODYEAR TIRE & RUBBER COMPANY
(Registrant)
Date: March 6, 1998 By /s/ SAMIR G. GIBARA
--------------------------
Samir G. Gibara, Chairman
of the Board, Chief Executive
Officer and President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
ANNUAL REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
Date: March 6, 1998 /s/ SAMIR G. GIBARA
--------------------------
Samir G. Gibara, Chairman
of the Board, Chief Executive
Officer and President and
Director (Principal Executive
Officer)
Date: March 6, 1998 /s/ ROBERT W. TIEKEN
---------------------------
Robert W. Tieken, Executive
Vice President
(Principal Financial Officer)
Date: March 6, 1998 /s/ JOHN W. RICHARDSON
---------------------------
John W. Richardson, Vice President
(Principal Accounting Officer)
( John G. Breen, Director )
( William E. Butler, Director )
( Thomas H. Cruikshank, Director )
( William J. Hudson, Jr., Director )
( Gertrude G. Michelson, Director )
Date: March 6, 1998 ( Steven A. Minter, Director ) By /s/ ROBERT W. TIEKEN
( Agnar Pytte, Director ) --------------------
( George H. Schofield, Director ) Robert W. Tieken, Signing as
( William C. Turner, Director ) Attorney-in-Fact for the
( Martin D. Walker, Director ) directors whose names
appear opposite.
Katherine G. Farley, Director
A Power of Attorney, dated December 2, 1997, authorizing Robert W. Tieken
to sign this Annual Report on Form 10-K for the fiscal year ended December 31,
1997 on behalf of certain of the directors of the Registrant is filed as Exhibit
24 to this Annual Report.
57
60
FINANCIAL STATEMENT SCHEDULES
ITEMS 8 AND 14(a)(2) OF FORM 10-K
FOR CORPORATIONS
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1997
----------
INDEX TO FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENT SCHEDULES:
SCHEDULE NO. PAGE NUMBER
-------------- --------------
Valuation and Qualifying Accounts ......... II FS-1
All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.
Financial statements and schedules relating to 50 percent or less owned
companies, the investments in which are accounted for by the equity method, have
been omitted as permitted because, considered in the aggregate as a single
subsidiary, these companies would not constitute a significant subsidiary.
================================================================================
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
Year Ended December 31,
================================================================================
(In Millions) 1997
- ------------------------------------------------------------------------------------------------------------------
Additions Translation
Balance at charged Deductions adjustment Balance
beginning (credited) from during at end of
Description of period to income reserves period period
- ------------------------------------------------------------------------------------------------------------------
Deducted from accounts and notes receivable:
For doubtful accounts $58.1 $20.5 $(25.3) $(3.8) $49.5
Valuation allowance-- deferred
tax assets 21.4 (5.6) -- -- 15.8
1996
- ------------------------------------------------------------------------------------------------------------------
Deducted from accounts and notes receivable:
For doubtful accounts $ 56.2 $ 19.3 $(18.9)(a) $ 1.5 $58.1
Valuation allowance -- deferred
tax assets 29.7 (8.3) -- -- 21.4
1995
- ------------------------------------------------------------------------------------------------------------------
Deducted from accounts and notes receivable:
For doubtful accounts $ 54.0 $ 19.5 $(17.5)(a) $ .2 $56.2
Valuation allowance -- deferred
tax assets 68.9 (34.7) (4.5) -- 29.7
- ----------
Note: (a) Accounts and notes receivable charged off.
FS-1
61
THE GOODYEAR TIRE & RUBBER COMPANY
ANNUAL REPORT ON FORM 10-K
FOR YEAR ENDED DECEMBER 31, 1997
INDEX OF EXHIBITS(1)
EXHIBIT
TABLE
ITEM EXHIBIT
NO. (2) DESCRIPTION OF EXHIBIT NUMBER PAGE
------- ---------------------- ------ ----
3 ARTICLES OF INCORPORATION AND BY-LAWS
(a) Certificate of Amended Articles of Incorporation of The Goodyear
Tire & Rubber Company, dated December 20, 1954, and Certificate
of Amendment to Amended Articles of Incorporation of The Goodyear
Tire & Rubber Company, dated April 6, 1993, and Certificate of
Amendment to Amended Articles of Incorporation of Registrant
dated June 4, 1996, three documents comprising Registrant's
Articles of Incorporation as amended through March 5, 1998
(incorporated by reference, filed with the Securities and
Exchange Commission as Exhibit 3.1 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996, File No.
1-1927).
(b) Code of Regulations of The Goodyear Tire & Rubber Company,
adopted November 22, 1955, and amended April 5, 1965, April 7,
1980, April 6, 1981 and April 13, 1987 (incorporated by
reference, filed with the Securities and Exchange Commission as
Exhibit 4.1(B) to Registrant's Registration Statement on Form
S-3, File No. 333-1955).
4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
(a) Conformed copy of Rights Agreement, dated as of June 4, 1996,
between Registrant and First Chicago Trust Company of New York,
Rights Agent (incorporated by reference, filed with the
Securities and Exchange Commission as Exhibit 1 to Registrant's
Registration Statement on Form 8-A dated June 11, 1996 and as
Exhibit 4(a) to Registrant's Current Report on Form 8-K dated
June 4, 1996, File No. 1-1927).
(b) Specimen nondenominational Certificate for shares of the Common
Stock, Without Par Value, of the Registrant; one certificate,
First Chicago Trust Company of New York as transfer agent and
registrar (incorporated by reference, filed with the Securities
and Exchange Commission as Exhibit 4.3 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996,
File No. 1-1927).
---------------
(1) See Part IV, Item 14, Part A.3.
(2) Pursuant to Item 601 of Regulation S-K.
X-1
62
EXHIBIT
TABLE
ITEM EXHIBIT
NO. (2) DESCRIPTION OF EXHIBIT NUMBER PAGE
------- ---------------------- ------ ----
4 (c) Conformed Copy of Revolving Credit Facility Agreement, dated
as of July 15, 1994, among Registrant, the Lenders named therein
and Chemical Bank, as Agent (incorporated by reference, filed
with the Securities and Exchange Commission as Exhibit A to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994, File No. 1-1927).
(d) Conformed Copy of Replacement and Restatement Agreement, dated as
of July 15, 1996, among Registrant, the Lenders named therein and
The Chase Manhattan Bank (formerly Chemical Bank), as Agent,
relating to the Revolving Credit Facility Agreement dated as of
July 15, 1994 among Registrant, the Lenders named therein and
Chemical Bank (incorporated by reference, filed with the
Securities and Exchange Commission as Exhibit 4.5 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1996, File No. 1-1927).
(e) Conformed copy of First Amendment to Replacement and Restatement
Agreement, dated as of March 31, 1997, among Registrant, the
Lenders named therein and The Chase Manhattan Bank (formerly
Chemical Bank), as Agent (incorporated by reference, filed with
the Securities and Exchange Commission as Exhibit 4.5 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997, File No. 1-1927).
(f) Form of Indenture, dated as of March 15, 1996, between Registrant
and Chemical Bank (now The Chase Manhattan Bank), as Trustee, as
supplemented. 4.1 X-4-1
(g) Form of 6-5/8% Note Due 2006, dated December 9, 1996, issued by
Registrant in aggregate principal of $250,000,000 (incorporated
by reference, filed with the Securities and Exchange Commission
as Exhibit 4.1 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996, File No, 1-1927).
Information concerning Goodyear's long-term debt is set forth at
Note 7, captioned "Financing Arrangements and Financial
Instruments", at the sub-caption "Long Term Debt and Financing
Arrangements", in the Financial Statements set forth at Item 8 of
this Annual Report and is incorporated herein by specific
reference. In accordance with paragraph (iii) to Part 4 of Item
601 of Regulation S-K, the agreements and instruments defining
the rights of holders of long term debt of Registrant in respect
of which the total amount of securities authorized thereunder
does not exceed 10% of the consolidated assets of Registrant and
its subsidiaries are not filed herewith. The Registrant hereby
agrees to furnish a copy of any such agreement or instrument to
the Securities and Exchange Commission upon request.
---------------
(2) Pursuant to Item 601 of Regulation S-K.
X-2
63
EXHIBIT
TABLE
ITEM EXHIBIT
NO. (2) DESCRIPTION OF EXHIBIT NUMBER PAGE
------- ---------------------- ------ ----
10 MATERIAL CONTRACTS
(a) 1997 Performance Incentive Plan of The Goodyear Tire & Rubber
Company, as adopted by the Board of Directors on February 4,
1997, and approved by shareholders on April 14, 1997
(incorporated by reference, filed with the Securities and
Exchange Commission as Exhibit 10.1 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997, File No.
1-1927).
(b) 1989 Goodyear Performance and Equity Incentive Plan of
Registrant, as adopted by the Board of Directors of Registrant on
December 6, 1988, and approved by the shareholders of Registrant
on April 10, 1989 (incorporated by reference, filed with the
Securities and Exchange Commission as Exhibit A to Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1989, File No. 1-1927).
(c) Forms of Stock Option Grant Agreements in respect of options 10.1 X-10.1-1
granted December 2, 1997 under the 1997 Performance Incentive
Plan of Registrant: Part I, form of Grant Agreement for Incentive
Stock Options; Part II, form of Grant Agreement for Non-Qualified
Stock Options; and Part III, form of Grant Agreement for
Non-Qualified Stock Options and tandem Stock Appreciation Rights.
(d) Performance Recognition Plan of Registrant adopted effective
January 1, 1996 (incorporated by reference, filed with the
Securities and Exchange Commission as Exhibit 10.1 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995, File No. 1-1927).
(e) Form of Performance Unit Grant Agreement in respect of grants 10.2 X-10.2-1
made on December 2, 1997 in respect of 1998 under the 1997
Performance Incentive Plan of Registrant.
(f) Forms of Stock Option Grant Agreements in respect of options and
SARs granted December 3, 1996 under the 1989 Goodyear Performance
and Equity Incentive Plan; Part I, form of Agreement for
Incentive Stock Options, Part II, form of Agreement for
Non-Qualified Stock Options, and Part III, form of Agreement for
Non-Qualified Stock Options and Tandem Stock Appreciation Rights
(incorporated by reference, filed with the Securities and
Exchange Commission as Exhibit 10.3 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1996, File No.
1-1927).
(g) Form of Stock Option Grant Agreement under the 1989 Goodyear
Performance and Equity Incentive Plan in respect of options
granted January 4, 1994 (incorporated by reference, filed with
the Securities and Exchange Commission as Exhibit G to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993, File No. 1-1927).
---------------
(2) Pursuant to Item 601 of Regulation S-K.
X-3
64
EXHIBIT
TABLE
ITEM EXHIBIT
NO. (2) DESCRIPTION OF EXHIBIT NUMBER PAGE
------- ---------------------- ------ ----
10 (h) 1987 Employees' Stock Option Plan of Registrant (incorporated by
reference, filed with the Securities and Exchange Commission as
Exhibit B to Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1987, File No. 1-1927).
(i) Form of Performance Equity Grant Agreement in respect of grants
made on January 4, 1994 under the 1989 Goodyear Performance and
Equity Incentive Plan, as amended December 3, 1996 (incorporated
by reference, filed with the Securities and Exchange Commission
as Exhibit 10.2 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1996, File No. 1-1927).
(j) Goodyear Supplementary Pension Plan, as amended May 1, 1990
(incorporated by reference, filed with the Securities and
Exchange Commission as Exhibit A to Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1990, File No.
1-1927).
(k) Form of Performance Equity Grant Agreement in respect of grants
made on December 6, 1994 in respect of 1995 under the 1989
Goodyear Performance and Equity Incentive Plan, as amended
December 3, 1996 (incorporated by reference, filed with the
Securities and Exchange Commission as Exhibit 10.4 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, File No. 1-1927).
(l) Goodyear Employee Severance Plan, as adopted by the Board of
Directors of Registrant on February 14, 1989 (incorporated by
reference, filed with the Securities and Exchange Commission as
Exhibit A-II to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1988, File No. 1-1927).
(m) Forms of Stock Option Grant Agreement granted January 9, 1996
under the 1989 Goodyear Performance and Equity Incentive Plan;
Part I, Form of Agreement for Incentive Stock Options, Part II,
Form of Agreement for Non-qualified Stock Options, and Part III,
Form of Agreement for Non-qualified Stock Options and tandem
Stock Appreciation Rights (incorporated by reference, filed with
the Securities and Exchange Commission as Exhibit 10.3 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995, File No. 1-1927).
(n) Form of Performance Equity Grant Agreement in respect of grants
made January 9, 1996 under the 1989 Goodyear Performance and
Equity Incentive Plan, as amended December 3, 1996 (incorporated
by reference, filed with the Securities and Exchange Commission
as Exhibit 10.5 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1996, File No. 1-1927).
---------------
(2) Pursuant to Item 601 of Regulation S-K.
X-4
65
EXHIBIT
TABLE
ITEM EXHIBIT
NO. (2) DESCRIPTION OF EXHIBIT NUMBER PAGE
------- ---------------------- ------ ----
10 (o) Form of Performance Equity Grant Agreement in respect of
grants made on December 3, 1996 in respect of 1997 under the 1989
Goodyear Performance and Equity Incentive Plan (incorporated by
reference, filed with the Securities and Exchange Commission as
Exhibit 10.6 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996, File No. 1-1927).
(p) Forms of Stock Option Grant Agreements in respect of options and
SARs granted January 4, 1995 under the 1989 Goodyear Performance
and Equity Incentive Plan; Part I, form of Agreement for
Incentive Stock Options, Part II, form of Agreement for
Non-Qualified Stock Options, and Part III, form of Agreement for
Non-Qualified Stock Options and tandem Stock Appreciation Rights
(incorporated by reference, filed with the Securities and
Exchange Commission as Exhibit G to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994, File No. 1-1927).
(q) Conformed copy of Consolidated Receivables Sale Agreement
[$550,000,000 Facility], dated as of November 15, 1996, among
Registrant, Asset Securitization Cooperative Corporation and
Canadian Imperial Bank of Commerce (incorporated by reference,
field with the Securities and Exchange Commission as Exhibit 10.7
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 File No. 1-1927).
(r) The Goodyear Tire & Rubber Company Deferred Compensation Plan for
Executives, as adopted effective October 4, 1994 (incorporated by
reference, filed with the Securities and Exchange Commission as
Exhibit B to Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994, File No. 1-1927).
(s) 1994 Restricted Stock Award Plan for nonemployee Directors of
Registrant, as adopted effective June 1, 1994 (incorporated by
reference, filed with the Securities and Exchange Commission as
Exhibit B to Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994, File No. 1-1927).
(t) Outside Directors' Equity Participation Plan, as adopted February 10.3 X-10.3-1
2, 1996 and amended February 3, 1998.
---------------
(2) Pursuant to Item 601 of Regulation S-K.
X-5
66
EXHIBIT
TABLE
ITEM EXHIBIT
NO. (2) DESCRIPTION OF EXHIBIT NUMBER PAGE
------- ---------------------- ------ ----
11 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS.
(a) Statement setting forth the Computation of Earnings 11 X-11-1
Per Share.
12 STATEMENT RE COMPUTATION OF RATIOS.
(a) Statement setting forth the Computation of Ratio of 12 X-12-1
Earnings to Fixed Charges.
21 SUBSIDIARIES
(a) List of subsidiaries of Registrant at March 5, 1998. 21 X-21-1
23 CONSENTS OF EXPERTS AND COUNSEL
(a) Consent of Price Waterhouse LLP, independent accoun- 23 X-23-1
tants, to incorporation by reference of their report set forth on
page 32 of this Annual Report in certain Registration Statements
on Forms S-3 and S-8.
24 POWER OF ATTORNEY
(a) Power of Attorney, dated December 2, 1997, authorizing 24 X-24-1
Robert W. Tieken, C. Thomas Harvie, John W. Richardson, Richard
W. Hauman, James Boyazis, or any one or more of them, to sign
this Annual Report on behalf of certain directors of Registrant.
27 FINANCIAL DATA SCHEDULE 27 X-27-1
99 ADDITIONAL EXHIBITS
(a) Registrant's definitive Proxy Statement dated February 26, 1998
(portions incorporated by reference, filed with the Securities
and Exchange Commission, File No. 1-1927).
---------------
(2) Pursuant to Item 601 of Regulation S-K.
X-6