Obligation Goodyear Rubber & Tire Co. 7% ( US382550BC43 ) en USD

Goodyear Rubber & Tire Co.

100 % ⇌

Etas-Unis

US382550BC43 ( en USD )

7% par an ( paiement semestriel )

14/05/2022 - Obligation échue

Prospectus brochure de l'obligation The Goodyear Tire & Rubber Co US382550BC43 en USD 7%, échue

1 000 USD

700 000 000 USD

382550BC4

BB ( Spéculatif )

Ba3 ( Spéculatif )

Goodyear Tire & Rubber Company est un fabricant mondial de pneumatiques et de produits associés, proposant une large gamme de pneus pour voitures, camions, avions et autres véhicules, ainsi que des produits chimiques et autres biens industriels.

L'Obligation émise par Goodyear Rubber & Tire Co. ( Etas-Unis ) , en USD, avec le code ISIN US382550BC43, paye un coupon de 7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/05/2022

L'Obligation émise par Goodyear Rubber & Tire Co. ( Etas-Unis ) , en USD, avec le code ISIN US382550BC43, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Goodyear Rubber & Tire Co. ( Etas-Unis ) , en USD, avec le code ISIN US382550BC43, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-168704
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

$700,000,000
$700,000,000

$80,220
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.
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-168704
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 10, 2010

We are offering $700 mil ion of our 7.000% Senior Notes due 2022. We wil pay interest on the notes on May 15
and November 15 of each year. The first interest payment on the notes wil be made on November 15, 2012. The notes
wil mature on May 15, 2022. We have the option to redeem the notes, in whole or in part, at any time on or after May
15, 2017. Prior to May 15, 2017, 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 May 15, 2015, 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 wil be unsecured senior obligations of our company and wil rank equal y in right of payment with al of
our existing and future senior obligations and senior to any of our future subordinated indebtedness. The notes wil be
effectively subordinated to our existing and future secured indebtedness to the extent of the assets securing that
indebtedness. The notes wil 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 wil be unsecured and wil rank equal y
in right of payment with al existing and future senior obligations of our guarantors and wil 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-9 of this prospectus supplement and
on page 5 of the accompanying prospectus.

Per Note
Total

Public offering price

$1,000
$700,000,000
Underwriting discounts and commissions

$
15
$ 10,500,000
Proceeds, before expenses, to us

$ 98 5
$689,500,000
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 February 28, 2012.

Joint book-running managers
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The date of this prospectus supplement is February 23, 2012.
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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-v

Summary
S-1

Risk Factors
S-9

Use of Proceeds
S-14
Capitalization
S-15
Ratio of Earnings to Fixed Charges
S-17
Selected Historical Consolidated Financial Data
S-18
Description of Other Indebtedness
S-20
Description of Notes
S-25
Book-Entry System
S-73
Certain Material United States Federal Income Tax Considerations
S-76
Benefit Plan Considerations
S-80
Underwriting
S-83
Legal Matters
S-87
Experts
S-87
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
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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, using a "shelf" registration process. In this prospectus
supplement, we provide you with specific information about the notes that we are sel ing 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 wel 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 Adjusted EBITDA, which is a
non-GAAP financial measure. We have presented this measure because we believe it is widely used by investors as a
means of evaluating a company's operating performance. Adjusted EBITDA is not a measure of our financial
performance under GAAP and should not be construed as an alternative to net income (loss) or other financial measures
presented in accordance with GAAP. It should be noted that companies calculate Adjusted EBITDA differently; as a
result, Adjusted EBITDA as presented herein may not be comparable to similarly-titled measures reported by other
companies.

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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). The information contained on the SEC's website is
expressly not incorporated by reference into this prospectus supplement or the accompanying prospectus, except as
expressly set forth under the caption "Incorporation of Certain Documents by Reference." 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 cal 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 and through our
website (http://www.goodyear.com). The contents of our website are not part of, and shal not be deemed incorporated
by reference in, this prospectus supplement or the accompanying prospectus. Our internet address is included in this
document as an inactive textual reference only.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC al ows 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 shal 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 shal not be deemed, except as
so modified or superseded, to constitute a part of this prospectus supplement.
We incorporate by reference the fol owing 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, 2011; and

· Current Report on Form 8-K filed with the SEC on February 13, 2012.
Al 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.

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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 wil not be sent, however, unless those exhibits have specifical y been incorporated by
reference in this prospectus supplement.

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FORWARD-LOOKING INFORMATION--SAFE HARBOR STATEMENT
Certain information set forth herein or incorporated by reference herein (other than historical data and information)
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 wel 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 material y from the forward-looking statements as a result of many
factors, including:

· if we do not achieve projected savings from various cost reduction initiatives or successful y implement other

strategic initiatives our operating results, financial condition and liquidity may be material y adversely affected;

· higher raw material and energy costs may material y adversely affect our operating results and financial

condition;

· 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 expense;

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

decline;

· deteriorating economic conditions in any of our major markets, or an inability to access capital markets or

third-party financing when necessary, may material y adversely affect our operating results, financial condition
and liquidity;

· work stoppages, financial difficulties or supply disruptions at our major original equipment customers, dealers or

suppliers could harm our business;

· our capital expenditures may not be adequate to maintain our competitive position and may not be implemented

in a timely or cost-effective manner;

· if we experience a labor strike, work stoppage or other similar event our financial position, results of operations

and liquidity could be material y 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;

· we have a substantial amount of debt, which could restrict our growth, place us at a competitive disadvantage

or otherwise material y 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 international operations have certain risks that may materially adversely affect our operating results;

· we have foreign currency translation and transaction risks that may materially adversely affect our operating

results, financial condition and liquidity;

· our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to

increase significantly;

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· we have substantial fixed costs and, as a result, our operating income fluctuates disproportionately with changes

in our net sales;

· we may incur significant costs in connection with product liability and other tort claims;

· our reserves for product liability and other tort claims and our recorded insurance assets are subject to various

uncertainties, the outcome of which may result in our actual costs being significantly higher than the amounts
recorded;

· we may be required to provide letters of credit or post cash collateral if we are subject to a significant adverse

judgment or if we are unable to obtain surety bonds, which may have a material adverse effect on our liquidity;

· we are subject to extensive government regulations that may material y adversely affect our operating results;

· the terms and conditions of our global alliance with Sumitomo Rubber Industries, Ltd., or SRI, provide for certain
exit rights available to SRI upon the occurrence of certain events, which could require us to make a substantial

payment to acquire SRI's minority interests in Goodyear Dunlop Tires Europe B.V. and Goodyear Dunlop Tires
North America, Ltd. fol owing the determination of the fair value of those interests;

· we may be adversely affected by any disruption in, or failure of, our information technology systems;

· if we are unable to attract and retain key personnel, our business could be material y adversely affected; and

· we may be impacted by economic and supply disruptions associated with events beyond our control, such as

war, acts of terror, political unrest, public health concerns, labor disputes or natural disasters.
It is not possible to foresee or identify al such factors. We wil not revise or update any forward-looking statement
or disclose any facts, events or circumstances that occur after the date hereof that may affect the accuracy of any
forward-looking statement.

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