Bond Goodrich Tire & Rubber 8.25% ( US382550BB69 ) in USD

Issuer Goodrich Tire & Rubber
Market price 100 %  ⇌ 
Country  United States
ISIN code  US382550BB69 ( in USD )
Interest rate 8.25% per year ( payment 2 times a year)
Maturity 15/08/2020 - Bond has expired



Prospectus brochure of the bond Goodyear Tire & Rubber US382550BB69 in USD 8.25%, expired


Minimal amount 1 000 USD
Total amount 1 000 000 000 USD
Cusip 382550BB6
Standard & Poor's ( S&P ) rating BB ( Non-investment grade speculative )
Moody's rating Ba3 ( Non-investment grade speculative )
Detailed description Goodyear Tire & Rubber Company is a multinational tire manufacturing company headquartered in Akron, Ohio, that designs, manufactures, distributes, and markets tires for various vehicles, including automobiles, trucks, buses, and aircraft, alongside related products and services.

The Bond issued by Goodrich Tire & Rubber ( United States ) , in USD, with the ISIN code US382550BB69, pays a coupon of 8.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/08/2020

The Bond issued by Goodrich Tire & Rubber ( United States ) , in USD, with the ISIN code US382550BB69, was rated Ba3 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by Goodrich Tire & Rubber ( United States ) , in USD, with the ISIN code US382550BB69, was rated BB ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.







e424b2
Page 1 of 181
424B2 1 l40387ce424b2.htm 424B2
http://www.sec.gov/Archives/edgar/data/42582/000095012310076311/l40387ce424b2.htm
8/12/2010


e424b2
Page 2 of 181
Table of Contents
CALCULATION OF REGISTRATION FEE











Title of each Class of
Amount to be
Maximum Aggregate
Amount of
Securities to Be Registered

Registered

Offering Price
Registration Fee(1)
Senior Notes
$900,000,000 $892,467,000 $63,632.90
Guarantees of Senior Notes

(2)

(2)

(2)











(1) The registration fee, calculated in accordance with Rule 457(r), is being transmitted to the
SEC on a deferred basis pursuant to Rule 456(b).

(2) In accordance with Rule 457(n), no separate fee is payable with respect to guarantees of
the senior notes being registered.
http://www.sec.gov/Archives/edgar/data/42582/000095012310076311/l40387ce424b2.htm
8/12/2010


e424b2
Page 3 of 181
Table of Contents

Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-168704
Prospectus Supplement to Prospectus Dated August 10, 2010


The Goodyear Tire & Rubber Company

$900,000,000
8.250% Senior Notes due 2020


We are offering $900 million of our 8.250% Senior Notes due August 15, 2020. We will
pay interest on the notes on February 15 and August 15 of each year. The first interest
payment on the notes will be made on February 15, 2011. The notes will mature on
August 15, 2020. We have the option to redeem the notes, in whole or in part, at any time
on or after August 15, 2015. Prior to August 15, 2015, we may redeem the notes, in whole
or in part, at a price equal to 100% of the principal amount plus a make-whole premium. In
addition, prior to August 15, 2013, we may redeem up to 35% of the notes from the
proceeds of certain equity offerings. The redemption prices and make-whole premium are
described in "Description of Notes--Optional Redemption."
The notes will be unsecured senior obligations of our company and will rank equally in
right of payment with all of our existing and future senior obligations and senior to any of
our future subordinated indebtedness. The notes will be effectively subordinated to our
existing and future secured indebtedness to the extent of the assets securing that
indebtedness. The notes will be guaranteed by certain of our subsidiaries that also
guarantee our obligations under our senior secured credit facilities and our senior
unsecured notes. These guarantees will be unsecured and will rank equally in right of
payment with all existing and future senior obligations of our guarantors and will be
effectively subordinated to existing and future secured debt of the guarantors to the extent
of the assets securing that indebtedness.

Investing in our notes involves risks. See "Risk Factors" on
page S-10 of this prospectus supplement and on page 5 of the
accompanying prospectus.









Per Note
Total

Public offering price
$ 991.63 $ 892,467,000
Underwriting discounts and commissions
$ 18.75 $ 16,875,000
Proceeds, before expenses, to us
$ 972.88 $ 875,592,000

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes in book-entry form only through the facilities
of The Depository Trust Company against payment in New York, New York on or about
August 13, 2010.


http://www.sec.gov/Archives/edgar/data/42582/000095012310076311/l40387ce424b2.htm
8/12/2010


e424b2
Page 4 of 181
Joint book-running managers


Deutsche Bank Securities

Barclays Capital

Morgan Stanley




Co-managers

BNP PARIBAS
HSBC
Natixis Bleichroeder LLC
Wells Fargo Securities
The date of this prospectus supplement is August 10, 2010.
http://www.sec.gov/Archives/edgar/data/42582/000095012310076311/l40387ce424b2.htm
8/12/2010


e424b2
Page 5 of 181


In making your investment decision, you should rely only on the information
contained in or incorporated by reference in this prospectus supplement, the
accompanying prospectus or any other offering material filed or provided by us. We
have not, and the underwriters have not, authorized any other person to provide you
with different information. If anyone provides you with different or inconsistent
information, you should not rely on it.

We and the underwriters are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted.

You should not assume that the information contained in this prospectus
supplement, the accompanying prospectus or any other offering material is accurate
as of any date other than the date on the front of such document. Any information
incorporated by reference in this prospectus supplement, the accompanying
prospectus or any other offering material is accurate only as of the date of the
document incorporated by reference. Our business, financial condition, results of
operations and prospects may have changed since that date.


TABLE OF CONTENTS

Prospectus Supplement







Page

About this Prospectus Supplement
S-ii
Non-GAAP Financial Measures
S-ii
Where You Can Find More Information
S-iii
Incorporation of Certain Documents by Reference
S-iii
Forward-Looking Information--Safe Harbor Statement
S-iv
Summary
S-1
Risk Factors
S-10
Use of Proceeds
S-14
Capitalization
S-15
Ratio of Earnings to Fixed Charges
S-16
Selected Historical Consolidated Financial Data
S-17
Description of Other Indebtedness
S-20
Description of Notes
S-24
Book-Entry System
S-71
Certain Material United States Federal Income Tax Considerations
S-74
Benefit Plan Considerations
S-78
Underwriting
S-81
Legal Matters
S-84
Experts
S-84

Prospectus







Page

About this Prospectus
1
Where You Can Find More Information
2
Incorporation of Certain Documents by Reference
2
Forward-Looking Information--Safe Harbor Statement
3
The Company
5
Risk Factors
5
Use of Proceeds
5
Ratio of Earnings to Fixed Charges
6
Description of Debt Securities
7
Plan of Distribution
15
Legal Matters
16
Experts
16
http://www.sec.gov/Archives/edgar/data/42582/000095012310076311/l40387ce424b2.htm
8/12/2010


e424b2
Page 6 of 181

S-i
http://www.sec.gov/Archives/edgar/data/42582/000095012310076311/l40387ce424b2.htm
8/12/2010


e424b2
Page 7 of 181
Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying prospectus are part of a registration
statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a
"shelf" registration process. In this prospectus supplement, we provide you with specific
information about the notes that we are selling in this offering and about the offering itself.
Both this prospectus supplement and the accompanying prospectus include or incorporate
by reference important information about us and other information you should know before
investing in our notes. This prospectus supplement also adds, updates and changes
information contained or incorporated by reference in the accompanying prospectus. To the
extent that any statement that we make in this prospectus supplement is inconsistent with
the statements made in the accompanying prospectus, the statements made in the
accompanying prospectus are deemed modified or superseded by the statements made in
this prospectus supplement. You should read both this prospectus supplement and the
accompanying prospectus as well as additional information described under "Incorporation of
Certain Documents by Reference" before investing in our notes.

NON-GAAP FINANCIAL MEASURES

The body of accounting principles generally accepted in the United States is commonly
referred to as "GAAP." A non-GAAP financial measure is generally defined by the SEC as
one that purports to measure historical or future financial performance, financial position or
cash flows, but excludes or includes amounts that would not be so adjusted in the most
comparable GAAP measures. In this prospectus supplement, we disclose Covenant
EBITDA, which is a non-GAAP financial measure used in certain of the covenants in our
senior secured credit facilities that could limit our ability to incur debt and, therefore, affect
our liquidity. We believe that the presentation of Covenant EBITDA provides investors with
important information.

Covenant EBITDA is presented not as a measure of operating results but rather as a
measure of our ability, under our senior secured credit facilities, to incur debt and make
certain restricted payments that are not otherwise expressly permitted by those agreements.
It should not be construed as an alternative to either (i) income from operations or (ii) cash
flows from operating activities. It should be noted that companies calculate EBITDA
differently; as a result, Covenant EBITDA as presented by us may not be comparable to
EBITDA or similarly-titled measures reported by other companies.

S-ii
http://www.sec.gov/Archives/edgar/data/42582/000095012310076311/l40387ce424b2.htm
8/12/2010


e424b2
Page 8 of 181
Table of Contents

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information reporting requirements of the Securities Exchange Act
of 1934, as amended. and, accordingly, we file annual, quarterly and current reports, proxy
statements and other information with the SEC. Our SEC filings are available at the SEC's
website (http://www.sec.gov) or through our website (http://www.goodyear.com). We have
not incorporated by reference into this prospectus supplement the information included on or
linked from our website, and you should not consider it part of this prospectus supplement.
You may also read any document we file with the SEC at its Public Reference Room at
100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of the documents
at prescribed rates from the Public Reference Room of the SEC. You may call the SEC at
1-800-SEC-0330 for further information on the operation of the Public Reference Room. Our
SEC filings are also available at the offices of the New York Stock Exchange, 20 Broad
Street, New York, NY 10005.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" documents that we file with the SEC into
this prospectus supplement, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference in this
prospectus supplement is considered part of this prospectus supplement. Any statement in
this prospectus supplement or incorporated by reference into this prospectus supplement
shall be automatically modified or superseded for purposes of this prospectus supplement to
the extent that a statement contained herein or in a subsequently filed document that is
incorporated by reference in this prospectus supplement modifies or supersedes such prior
statement. Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus supplement.

We incorporate by reference the following documents that have been filed with the SEC
(other than any portion of such filings that are furnished under applicable SEC rules rather
than filed):

·

Annual Report on Form 10-K for the year ended December 31, 2009;


· Definitive Proxy Statement on Schedule 14A filed on March 8, 2010;


· Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010 and June 30,
2010; and


· Current Reports on Form 8-K filed with the SEC on February 2, 2010, February 24,
2010, March 4, 2010, March 8, 2010, April 19, 2010, June 11, 2010 and August 3,
2010.

All documents and reports that we file with the SEC (other than any portion of such filings
that are furnished under applicable SEC rules rather than filed) under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, from the date of this
prospectus supplement until the termination of the offering of all securities under this
prospectus supplement, shall be deemed to be incorporated in this prospectus supplement
by reference. The information contained on our website (http://www.goodyear.com) is not
incorporated into this prospectus supplement.

You may request a copy of any documents incorporated by reference herein at no cost
by writing or telephoning us at:

The Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio 44316-0001
Attention: Investor Relations
Telephone number: 330-796-3751

Exhibits to the filings will not be sent, however, unless those exhibits have specifically
been incorporated by reference in this prospectus supplement.
http://www.sec.gov/Archives/edgar/data/42582/000095012310076311/l40387ce424b2.htm
8/12/2010


e424b2
Page 9 of 181

S-iii
http://www.sec.gov/Archives/edgar/data/42582/000095012310076311/l40387ce424b2.htm
8/12/2010


e424b2
Page 10 of 181
Table of Contents

FORWARD-LOOKING INFORMATION--SAFE HARBOR STATEMENT

Certain information set forth herein or incorporated by reference herein may constitute
forward-looking statements regarding events and trends that may affect our 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. You are cautioned not to place undue reliance on forward-looking statements,
which speak only as of the date of this prospectus supplement or, in the case of information
incorporated by reference herein, as of the date of the document in which such information
appears. Such statements are based on current expectations and assumptions, 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:


· deteriorating economic conditions in any of our major markets, or an inability to access
capital markets when necessary, may materially adversely affect our operating results,
financial condition and liquidity;


· if we do not achieve projected savings from various cost reduction initiatives or
successfully implement other strategic initiatives, including the implementation of new
information technology systems, our operating results, financial condition and liquidity
may be materially adversely affected;


· we face significant global competition, increasingly from lower cost manufacturers, and
our market share could decline;


· our pension plans are significantly underfunded and further increases in the
underfunded status of the plans could significantly increase the amount of our required
contributions and pension expenses;


· higher raw material and energy costs may materially adversely affect our operating
results and financial condition;


· work stoppages, financial difficulties or supply disruptions at our major original
equipment customers, dealers or suppliers could harm our business;


· continued pricing pressures from vehicle manufacturers may materially adversely affect
our business;


· if we experience a labor strike, work stoppage or other similar event our financial
position, results of operations and liquidity could be materially adversely affected;


· our long term ability to meet current obligations and to repay maturing indebtedness is
dependent on our ability to access capital markets in the future and to improve our
operating results;


· the challenges of the present business environment may cause a material reduction in
our liquidity as a result of an adverse change in our cash flow from operations;


· we have a substantial amount of debt, which could restrict our growth, place us at a
competitive disadvantage or otherwise materially adversely affect our financial health;


· any failure to be in compliance with any material provision or covenant of our secured
credit facilities could have a material adverse effect on our liquidity and our results of
operations;


· our capital expenditures may not be adequate to maintain our competitive position and
may not be implemented in a timely or cost-effective manner;

S-iv
http://www.sec.gov/Archives/edgar/data/42582/000095012310076311/l40387ce424b2.htm
8/12/2010