ITEM 1. Not applicable. | ||||||||
ITEM 2. Not applicable. | ||||||||
ITEM 3. Not applicable. | ||||||||
ITEM 4. FINANCIAL STATEMENTS OF THE PLAN | ||||||||
EXHIBITS. | ||||||||
SIGNATURES | ||||||||
EX-23.1 |
GOODYEAR DUNLOP TIRES NORTH AMERICA, LTD., Plan Administrator of THE GOODYEAR DUNLOP TIRES NORTH AMERICA, LTD. EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES |
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Dated: June 29, 2007 | By: | /s/ Mary Kasprzak | ||
Mary Kasprzak, Assistant Treasurer |
Page | ||||
Report of Independent Registered Public Accounting Firm |
2 | |||
Financial Statements: |
||||
Statements of Net Assets Available for Benefits at December
31, 2006 and 2005 |
3 | |||
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2006 |
3 | |||
Notes to Financial Statements |
4-13 | |||
Supplemental Information |
||||
Schedule H, Line 4i-Schedule of Assets (Held at End of Year) |
Schedule I |
Note: | Certain schedules required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because of the absence of the conditions under which they are required. |
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December 31, | December 31, | |||||||
(Dollars in thousands) | 2006 | 2005 | ||||||
Plans Interest in Commingled Trust, at fair value |
$ | 52,610 | $ | 49,729 | ||||
Participants Loans |
2,521 | 2,482 | ||||||
Net Assets Available for Benefits, at fair value |
55,131 | 52,211 | ||||||
Less: Adjustment from Fair Value to Contract
Value for Stable Value Investment |
(231 | ) | (162 | ) | ||||
Net Assets Available for Benefits |
$ | 54,900 | $ | 52,049 | ||||
Statement of
Changes in Net Assets Available for Benefits |
||||||||
Year Ended | ||||||||
December 31, | ||||||||
(Dollars in Thousands) | 2006 | |||||||
Contributions: |
||||||||
Employee |
$ | 2,633 | ||||||
Total Contributions |
2,633 | |||||||
Deductions: |
||||||||
Benefits Paid to Participants or Their Beneficiaries |
(4,066 | ) | ||||||
Deemed Distributions of Participant Loans |
(100 | ) | ||||||
Administrative Expenses |
(120 | ) | ||||||
Total Deductions |
(4,286 | ) | ||||||
Investment Income: |
||||||||
Interest From Participant Loans |
126 | |||||||
Net Gain from Plans Investment in Commingled Trust |
4,378 | |||||||
Total Investment Income |
4,504 | |||||||
Net Increase in Net Assets Available for Benefits During the Year |
2,851 | |||||||
Net Assets Available for Benefits at Beginning of Year |
52,049 | |||||||
Net Assets Available for Benefits at End of Year |
$ | 54,900 | ||||||
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1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | |
Basis of Accounting | ||
The accounts of the Goodyear Dunlop Tires North America, Ltd. Employee Savings Plan for Bargaining Unit Employees (the Plan) are maintained on the accrual basis of accounting and in accordance with The Northern Trust Company (the Trustee) Trust Agreement, effective as of January 2, 2003. | ||
Plan Year | ||
The Plan Year is a Calendar year. | ||
Trust Assets | ||
Certain savings plans sponsored by Goodyear Dunlop Tires North America, Ltd. (the Company) maintain their assets in a master trust entitled Goodyear Dunlop Tires North America, Ltd. Retirement Savings Plan Trust (the Commingled Trust) administered by The Trustee. The Company sponsored two savings plans at December 31, 2006 and 2005 that participated in the Commingled Trust. The Plans undivided interest in the Commingled Trust is presented in the accompanying financial statements in accordance with the allocation made by the Trustee. | ||
Recordkeeper | ||
JP Morgan Retirement Plan Services, is the recordkeeper of the Plan. | ||
Asset Valuation and Income Recognition | ||
The majority of the assets of the Plan are valued at fair market value. The fair value of the Plans interest in the Commingled Trust is based on the beginning of the year value in the trust plus actual contributions and allocated investment income less actual distributions and allocated administrative expenses. Investments in the Goodyear Stock Fund are valued at the last reported sales price on the last business day of the Plan year. If no sales were reported on that date, the shares are valued at the last bid price. Investments in mutual funds are valued at the net asset value of shares held by the Commingled Trust at year end. Investments in commingled funds are valued at fair value, as determined by the fund manager. Investments in the self directed account are valued at fair value, based on the underlying investments in the account. Participant loans are valued at their outstanding balances, which approximate fair value. Investment income and administrative expenses relating to the Commingled Trust are allocated on a daily basis to the Plan based on the Plans value in each applicable fund within the Commingled Trust. |
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2. | GENERAL DESCRIPTION AND OPERATION OF THE PLAN: |
- 6 -
| Attain the age of 591/2, or | ||
| Qualify for a financial hardship. |
- 7 -
to two loans outstanding at any time. The interest rate charged will be a fixed rate that will be established at the time of the loan application based on prime plus one (9.25% and 8.25% at December 31, 2006 and 2005, respectively). | ||
Loan repayments, with interest, are made through payroll deductions. If a loan is not repaid when due, the loan balance is treated as a taxable distribution from the Plan. | ||
Rollovers | ||
Employees, Plan participants, or former Plan participants may transfer eligible cash distributions from any other employer sponsored plan qualified under Section 401 of the Internal Revenue Code into the Plan by a direct transfer from such other plan. | ||
Expenses | ||
Expenses of administering the Plan were paid partly by the Company and partly by the Commingled Trust. The payment of Trustees fees and brokerage commissions associated with the the Goodyear Stock Fund are paid by the Company. Expenses related to the asset management of the investment funds, and recordkeeping services are paid from such Funds which reduce the investment return reported and credited to participant accounts. | ||
The JPMorgan Personal Asset Manager Program was made available to participants as of August 1, 2005. This program provides personalized portfolio management for participants who wish to delegate investment decisions about fund choices within the Plan to a professional manager. Participation in the program is paid solely by those participants electing to enroll. The expense reduces the investment return reported and credited to participant accounts. | ||
Termination Provisions | ||
The Company anticipates and believes that the Plan will continue without interruption, but reserves the right to discontinue the Plan. In the event of termination, the obligation of the Company to make further contributions ceases. All participants accounts would then be fully vested with respect to Company contributions. | ||
3. | RELATED PARTY TRANSACTIONS: | |
The Trustee serves as the fund manager of the S&P 500 Index Stock Equity Fund. JP Morgan Investment Management, Inc. serves as the fund manager of the Large Capitalization Value Fund and the International Equity Fund. | ||
The Goodyear Stock Fund is designed primarily for investment in common stock of The Goodyear Tire & Rubber Company (Goodyear), except for short-term investments needed |
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for Plan operations. During 2006, the price per share of Goodyear common stock on The New York Stock Exchange composite transactions ranged from $9.75 to $21.35. The closing price per share of Goodyear common stock on The New York Stock Exchange was $20.99 at December 29, 2006 ($17.38 at December 30, 2005). The common stock of Goodyear and a Short-Term Investments Fund are the current investments of this fund. The portion of this fund related to employer contributions was converted to an employee stock ownership plan (ESOP). | ||
4. | TAX STATUS OF PLAN: | |
The Internal Revenue Service has determined and informed the Company by a letter dated October 6, 2005 that the Plan is qualified and the trust established for the Plan is exempt from Federal Income Tax under the appropriate Sections of the Internal Revenue Code. The Plan had been amended since receiving the determination letter. However, the Company and the Plans tax counsel believe the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plans financial statements. | ||
5. | SUBSEQUENT EVENT: | |
Effective April 1, 2007, the Plan was amended to automatically enroll participants hired after March 31, 2007 at a default employee contribution rate of 3%, unless the employee elects otherwise. All participants effective, April 1, 2007, are entitled to elect employee contributions to be on a pre-tax or as a Roth 401(k) contribution. | ||
6. | RECONCILIATION OF FINANCIAL STATEMENTS TO 5500: | |
The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2006 and December 31, 2005 to the Form 5500: |
December 31, | December 31, | |||||||
(Dollars in Thousands) | 2006 | 2005 | ||||||
Net Assets Available for Benefits per the Financial
Statements |
$ | 54,900 | $ | 52,049 | ||||
Less: Amounts allocated to withdrawing participants |
(42 | ) | | |||||
Add: Adjustment from Contract Value to Fair Value for
Stable Value Investment at December 31, 2006 |
231 | | ||||||
Net Assets Available for Benefits per the Form 5500 |
$ | 55,089 | $ | 52,049 | ||||
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Year Ended | ||||
December 31, | ||||
(Dollars in Thousands) | 2006 | |||
Benefits paid per the financial statements |
$ | 4,066 | ||
Add: Amounts allocated to withdrawing participants at December 31, 2006 |
42 | |||
Benefits paid per the Form 5500 |
$ | 4,108 | ||
Year Ended | ||||
December 31, | ||||
(Dollars in Thousands) | 2006 | |||
Net Gain from Plans Investment in Commingled Trust per the
Financial Statements |
$ | 4,378 | ||
Add: Current Year Adjustment from Contract Value to Fair Value for
Stable Value Investment |
231 | |||
Net Gain from Plans Investment in Commingled Trust per the Form 5500 |
$ | 4,609 | ||
Fully benefit-responsive investment contracts are recorded at fair value on the Form 5500. | ||
7. | FINANCIAL DATA OF THE COMMINGLED TRUST: | |
All of the Plans investments except for the participant loans are in the Commingled Trust, which was established for the investment of assets of the Plan. Each Participating plan has an undivided interest in the Commingled Trust. At December 31, 2006 and 2005, the Plans interest in the net assets of the Commingled Trust was approximately 67% and 66%, respectively. The Commingled Trust assets are held by the Trustee. |
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December 31, | December 31, | |||||||
(Dollars in thousands) | 2006 | 2005* | ||||||
Investments: |
||||||||
Common Collective Trusts |
||||||||
US Active Large Capitalization Value Fund |
$ | 5,801 | $ | 3,783 | ||||
S&P 500 Equity Index Fund |
14,728 | 11,183 | ||||||
EAFE Plus Fund |
5,926 | 3,004 | ||||||
Invesco Stable Value Trust (see Note 8) |
15,048 | 14,551 | ||||||
Mutual Funds |
||||||||
Western Asset Core Plus Bond Fund, Inst. Class Fund |
2,222 | 1,575 | ||||||
Vanguard Target Total Retirement Income Fund |
192 | 146 | ||||||
Vanguard Target Retirement 2005 Fund |
806 | 857 | ||||||
Vanguard Target Retirement 2015 Fund |
364 | 296 | ||||||
Vanguard Target Retirement 2025 Fund |
7,561 | 8,110 | ||||||
Vanguard Target Retirement 2035 Fund |
221 | 40 | ||||||
Vanguard Target Retirement 2045 Fund |
583 | 831 | ||||||
American Century Ultra Institutional Class Fund |
12,861 | 17,475 | ||||||
Artisan Small Capitalization Growth Fund |
1,621 | 1,644 | ||||||
RS Partners Small Capitalization Value Fund |
1,755 | 2,186 | ||||||
Short Term Investment Fund (STIF) |
139 | | ||||||
Self-Directed Account |
||||||||
Charles Schwab Various Mutual Funds |
6,420 | 5,865 | ||||||
Common Stock |
||||||||
The Goodyear Tire & Rubber Company |
2,366 | 3,279 | ||||||
Total Investments |
78,614 | 74,825 | ||||||
Receivables: |
||||||||
Accrued Interest and Dividends |
70 | | ||||||
Total Assets |
78,684 | 74,825 | ||||||
Liabilities: |
||||||||
Administrative Expenses Payable |
(62 | ) | | |||||
Total Liabilities |
(62 | ) | | |||||
Net Assets Available for Benefits, at fair value |
$ | 78,622 | $ | 74,825 | ||||
* | Reclassified to conform to current year presentation. |
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December 31, | ||||
(Dollars in thousands) | 2006 | |||
Net Appreciation in Fair Value of Investments: |
||||
Common Collective Trusts |
$ | 2,616 | ||
Mutual Funds |
3,036 | |||
Self-Directed Mutual Funds |
555 | |||
Common Stock |
458 | |||
6,665 | ||||
Administrative Expenses |
(165 | ) | ||
Net investment income |
$ | 6,500 | ||
8. | INVESTMENT CONTRACTS | |
The Commingled Trust invests in the Invesco Stable Value Trust (Stable Value Fund) which is a collective trust that has entered into benefit-responsive guaranteed investment contracts and wrapper contracts with various insurance companies. The insurance companies maintain the contributions in general accounts. The accounts are credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. | ||
As described in Note 1, because the guaranteed investment contracts held by the Commingled Trust are fully benefit-responsive, contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the guaranteed investment contracts. Contract value, as reported to the Commingled Trust by the manager of the Stable Value Trust, represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. | ||
There are no reserves against contract value for credit risk of the contract issuers or otherwise. The crediting interest rate is based on a formula agreed upon with the issuers. | ||
The Stable Value Fund has purchased wrapper contracts from the insurance companies. The wrapper contracts amortize the realized and unrealized gains and losses on the underlying fixed income investments, typically over the duration of the investments, through adjustments to the future interest crediting rate (which is the rate earned by participants in the fund for underlying investments). The issuers of the wrapper contracts provide assurance that the adjustments to the interest crediting rate do not result in a future interest crediting rate that is less than zero. | ||
Certain events limit the ability of the Plan to transact at contract value with the issuer. These events include termination of the Plan, a material adverse change to the provisions of the Plan, if the Commingled Trust elects to withdraw from a wrapper contract in order to switch |
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Year Ended | ||||
December 31, | ||||
2006 | ||||
Average yields: |
||||
Based on actual earnings |
5.1 | % | ||
Based on interest rate credited to participants |
4.9 | % |
- 13 -
Goodyear Dunlop Tires North America, Ltd | Schedule I |
(a) | (b) Identity of issue,borrower | (c) Description of investment | (d) Cost | (e) Current Value | ||||||||
lessor or similar party | Including maturity date, rate of interest, | |||||||||||
collateral par, or maturity value | ||||||||||||
Participant Loans | 5.0% - 10.5% |
$ | | $ | 2,521,024 |
Note: | This schedule excludes the Plans interest in the Commingled Trust, which is not required to be reported on the schedule pursuant to the Department of Labors Rules and Regulations for reporting and disclosure requirements under the Employee Retirement Income Security Act of 1974. |