Obligation Goodyeer 4.875% ( US382550BG56 ) en USD

Goodyeer

100 % ▲

Etas-Unis

US382550BG56 ( en USD )

4.875% par an ( paiement semestriel )

15/03/2027 ( La date du prochain call est le 15/12/2026 )

Prospectus brochure de l'obligation Goodyear US382550BG56 en USD 4.875%, échéance 15/03/2027

1 000 USD

700 000 000 USD

382550BG5

B+ ( Très spéculatif )

B2 ( Très spéculatif )

15/03/2026 ( Dans 91 jours )

Goodyear est un fabricant mondial de pneumatiques et autres produits à base de caoutchouc, reconnu pour son histoire pionnière dans l'industrie et sa présence continue dans la recherche et le développement de technologies pour véhicules.

L'Obligation émise par Goodyeer ( Etas-Unis ) , en USD, avec le code ISIN US382550BG56, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2027

L'Obligation émise par Goodyeer ( Etas-Unis ) , en USD, avec le code ISIN US382550BG56, a été notée B2 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Goodyeer ( Etas-Unis ) , en USD, avec le code ISIN US382550BG56, a été notée B+ ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d308879d424b2.htm 424B2
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)
4.875% Senior Notes due 2027

$700,000,000

$700,000,000

$81,130
Guarantees of 4.875% Senior Notes due 2027

(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 4.875% Senior Notes due 2027 being registered.
Table of Contents
Filed Pursuant to Rule 424(B)(2)
Registration No. 333-207723

PROSPECT U S SU PPLEM EN T T O PROSPECT U S DAT ED N OV EM BER 2 , 2 0 1 5
$700,000,000

T he Goodye a r T ire & Rubbe r Com pa ny
4.875% Senior Notes due 2027
We are offering $700,000,000 of our 4.875% Senior Notes due 2027 (the "Notes"). We will pay interest on the Notes on
March 15 and September 15 of each year. The first interest payment on the Notes will be made on September 15, 2017. The
Notes will mature on March 15, 2027. At our option, we may redeem some or all of the Notes at any time or from time to time prior
to their maturity at the specified redemption price described under "Description of Notes--Optional Redemption."
The Notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing and future
senior unsecured 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 our wholly-owned U.S. and Canadian subsidiaries that also guarantee our obligations under certain of our senior
secured credit facilities and senior unsecured notes (such guarantees, the "Guarantees"; and, such guaranteeing subsidiaries, the
"Subsidiary Guarantors"). These Guarantees will be senior unsecured obligations of the Subsidiary Guarantors and will rank equally
in right of payment with all existing and future senior unsecured obligations of our Subsidiary Guarantors. The Guarantees will be
effectively subordinated to existing and future secured indebtedness of the Subsidiary Guarantors to the extent of the assets
securing that indebtedness.
Investing in the 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(1)

$ 1,000.00
$700,000,000
Underwriting discounts and commissions

$
12.50
$
8,750,000
Proceeds, before expenses, to us

$
987.50
$691,250,000

(1)
Plus accrued and unpaid interest, if any, from March 7, 2017
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d
or disa pprove d of t he se se c urit ie s or pa sse d upon t he a de qua c y or a c c ura c y of t his prospe c t us supple m e nt
https://www.sec.gov/Archives/edgar/data/42582/000119312517069772/d308879d424b2.htm[3/6/2017 9:00:25 AM]

424B2
or t he a c c om pa nying prospe c t us. Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
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 March 7, 2017.

Joint book-running managers

J .P. M orga n

Ba rc la ys

BN P PARI BAS

BofA M e rrill Lync h
Cit igroup

Cre dit Agric ole CI B De ut sc he Ba nk Se c urit ie s
Goldm a n, Sa c hs & Co.
H SBC We lls Fa rgo Se c urit ie s

Co-managers

N a t ix is
BB Se c urit ie s Ca pit a l One Se c urit ie s
M U FG U niCre dit Ca pit a l M a rk e t s
H unt ingt on I nve st m e nt Com pa ny

Re gions Se c urit ie s LLC

The date of this prospectus supplement is March 2, 2017.
Table of Contents
I n m a k ing your inve st m e nt de c ision, you should re ly only on t he inform a t ion c ont a ine d in or
inc orpora t e d by re fe re nc e in t his prospe c t us supple m e nt , t he a c c om pa nying prospe c t us or ot he r offe ring
m a t e ria l file d or provide d by us. We ha ve not , a nd t he unde rw rit e rs ha ve not , a ut horize d a ny ot he r pe rson t o
provide you w it h diffe re nt inform a t ion. I f a nyone provide s you w it h diffe re nt or inc onsist e nt inform a t ion, you
should not re ly on it . Y ou should not a ssum e t ha t t he inform a t ion c ont a ine d in t his prospe c t us supple m e nt ,
t he a c c om pa nying prospe c t us or a ny ot he r offe ring m a t e ria l is a c c ura t e a s of a ny da t e ot he r t ha n t he da t e
of suc h doc um e nt . Any inform a t ion inc orpora t e d by re fe re nc e in t his prospe c t us supple m e nt or t he
a c c om pa nying prospe c t us is a c c ura t e only a s of t he da t e of t he doc um e nt inc orpora t e d by re fe re nc e . Our
busine ss, fina nc ia l c ondit ion, re sult s of ope ra t ions a nd prospe c t s m a y ha ve c ha nge d sinc e t ha t da t e .
We a nd t he unde rw rit e rs a re not m a k ing a n offe r t o se ll t he se se c urit ie s in a ny jurisdic t ion w he re t he
offe r or sa le is not pe rm it t e d.

T ABLE OF CON T EN T S
Prospe c t us Supple m e nt

Pa ge
About this Prospectus Supplement
S-iii
Non-GAAP Financial Measures
S-iii
Where You Can Find More Information
S-iv
Incorporation of Certain Documents by Reference
S-iv
Forward-Looking Information--Safe Harbor Statement
S-vi
Summary
S-1
The Offering
S-3
Risk Factors
S-10
Use of Proceeds
S-15
Capitalization
S-16
Ratio of Earnings to Fixed Charges
S-18
Selected Historical Consolidated Financial Data
S-19
Description of Other Indebtedness
S-21
Description of Notes
S-26
Book-Entry System
S-54
Certain Material United States Federal Income Tax Considerations
S-57
Benefit Plan Considerations
S-62
Underwriting
S-65
Legal Matters
S-70
Experts
S-70

https://www.sec.gov/Archives/edgar/data/42582/000119312517069772/d308879d424b2.htm[3/6/2017 9:00:25 AM]

424B2
S-i
Table of Contents
Prospe c t us

Pa ge
About this Prospectus

1
Where You Can Find More Information

1
Incorporation of Certain Documents by Reference

2
Forward-Looking Information--Safe Harbor Statement

3
The Company

5
Risk Factors

5
Use of Proceeds

6
Ratio of Earnings to Fixed Charges

6
Description of Debt Securities

7
Plan of Distribution

15
Legal Matters

16
Experts

16

S-ii
Table of Contents
ABOU T T H I S PROSPECT U S SU PPLEM EN T
This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the
Securities and Exchange Commission (the "SEC") using 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 the 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 the additional information contained in
the documents described under "Incorporation of Certain Documents by Reference," before investing in the Notes.
N ON -GAAP FI N AN CI AL M EASU RES
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 a numerical measure 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 EBITDAP. As used herein, Adjusted EBITDAP
represents net income before interest expense, income tax (benefit) expense, depreciation and amortization expense, net periodic
pension cost, rationalization charges, other (income) expense, and the loss on the deconsolidation of our Venezuelan subsidiary
effective December 31, 2015. We have presented this measure because we believe Adjusted EBITDAP and other financial
measures like it are widely used by investors to evaluate a company's operating performance. Adjusted EBITDAP is not a measure
of our financial performance under GAAP and should not be construed as an alternative to net income or other financial measures
presented in accordance with GAAP. It should be noted that companies calculate non-GAAP financial measures like Adjusted
EBITDAP differently; as a result, Adjusted EBITDAP as presented herein may not be comparable to similarly-titled measures
reported by other companies.

S-iii
Table of Contents
https://www.sec.gov/Archives/edgar/data/42582/000119312517069772/d308879d424b2.htm[3/6/2017 9:00:25 AM]

424B2
WH ERE Y OU CAN FI N D M ORE I N FORM AT I ON
We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), 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 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 NASDAQ Global Select Market,
One Liberty Plaza, 165 Broadway, New York, NY 10006 and through our website (http://www.goodyear.com). The contents of our
website are not part of, and shall 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.
I N CORPORAT I ON OF CERT AI N DOCU M EN T S BY REFEREN CE
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 document that has been filed with the SEC (other than any portion of such filing
that is furnished under applicable SEC rules rather than filed):

· Annual Report on Form 10-K for the year ended December 31, 2016 ("2016 Form 10-K").
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 Exchange Act 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.

S-iv
Table of Contents
You may request a copy of any documents incorporated by reference herein at no cost by writing or telephoning us at:
T he Goodye a r T ire & Rubbe r Com pa ny
2 0 0 I nnova t ion Wa y
Ak ron, Ohio 4 4 3 1 6 -0 0 0 1
At t e nt ion: I nve st or Re la t ions
T e le phone num be r: 3 3 0 -7 9 6 -3 7 5 1
Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference into
this prospectus supplement.

S-v
Table of Contents
FORWARD-LOOK I N G I N FORM AT I ON --SAFE H ARBOR ST AT EM EN T
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.
https://www.sec.gov/Archives/edgar/data/42582/000119312517069772/d308879d424b2.htm[3/6/2017 9:00:25 AM]

424B2
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:

· if we do not successfully implement our strategic initiatives, our operating results, financial condition and liquidity may be

materially adversely affected;

· we face significant global competition 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 materially adversely affect our operating results, financial condition and liquidity;

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

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

and liquidity could be materially adversely affected;

· our international operations have certain risks that may materially adversely affect our operating results, financial condition

and liquidity;

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

financial condition and liquidity;

· our long-term ability to meet our obligations, to repay maturing indebtedness or to implement strategic initiatives may be

dependent on our ability to access capital markets in the future and to improve our operating results;

· financial difficulties, work stoppages, supply disruptions or economic conditions affecting our major original equipment

("OE") 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;

· 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 debt instruments, or a material reduction in

the borrowing base under our revolving credit facility, could have a material adverse effect on our liquidity and operations;

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

significantly;

· 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 our contingent liabilities and tax matters;

S-vi
Table of Contents
· our reserves for contingent liabilities 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 are subject to extensive government regulations that may materially adversely affect our operating results;

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

viruses, unauthorized access, cyber attack, natural disasters or other similar disruptions;

· if we are unable to attract and retain key personnel, our business could be materially 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 all such factors. We will 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.

https://www.sec.gov/Archives/edgar/data/42582/000119312517069772/d308879d424b2.htm[3/6/2017 9:00:25 AM]

424B2
S-vii
Table of Contents
SU M M ARY
The following summary contains basic information about this offering of Notes. It may not contain all of the information
that is important to you, and it is qualified in its entirety by the more detailed information included or incorporated by reference
in this prospectus supplement and the accompanying prospectus. You should carefully consider all of the information contained
in and incorporated by reference in this prospectus supplement and the accompanying prospectus, including the information
set forth or referenced under the heading "Risk Factors" on page S-10 of this prospectus supplement and on page 5 of the
accompanying prospectus. In addition, certain statements contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus include forward-looking information that involves risks and uncertainties. See "Forward-
Looking Information--Safe Harbor Statement."
The terms "Goodyear," "Company" and "we," "us" or "our" as used herein refer to The Goodyear Tire & Rubber Company
together with its consolidated domestic and foreign subsidiary companies, and the term "The Goodyear Tire & Rubber
Company" as used herein refers to The Goodyear Tire & Rubber Company exclusive of its subsidiaries, in each case unless
otherwise indicated or the context otherwise requires.
Ove rvie w of Goodye a r
We are one of the world's leading manufacturers of tires, engaging in operations in most regions of the world. In 2016,
our net sales were $15,158 million and Goodyear net income was $1,264 million. Together with our U.S. and international
subsidiaries, we develop, manufacture, market and distribute tires for most applications. We also manufacture and market
rubber-related chemicals for various applications. We are one of the world's largest operators of commercial truck service and
tire retreading centers. In addition, we operate approximately 1,100 tire and auto service center outlets where we offer our
products for retail sale and provide automotive repair and other services. We manufacture our products in 48 manufacturing
facilities in 21 countries, including the United States, and we have marketing operations in almost every country around the
world. We employ approximately 66,000 full-time and temporary associates worldwide.
We operate our business through three operating segments representing our regional tire businesses: Americas; Europe,
Middle East and Africa ("EMEA"); and Asia Pacific. Effective January 1, 2016, we combined our former North America and Latin
America strategic business units into one Americas strategic business unit. We also combined the North America and Latin
America reportable segments to align with the new organizational structure and the basis used for reporting to our Chief
Executive Officer effective on that date.
Our principal business is the development, manufacture, distribution and sale of tires and related products and services
worldwide. We manufacture and market numerous lines of rubber tires for:

· automobiles;

· trucks;

· buses;

· aircraft;

· motorcycles;

S-1
Table of Contents

· earthmoving and mining equipment;

· farm implements;

· industrial equipment; and

https://www.sec.gov/Archives/edgar/data/42582/000119312517069772/d308879d424b2.htm[3/6/2017 9:00:25 AM]

424B2

· various other applications.
In each case, our tires are offered for sale to vehicle manufacturers for mounting as OE and for replacement worldwide.
We manufacture and sell tires under the Goodyear, Dunlop, Kelly, Debica, Sava and Fulda brands and various other Goodyear
owned "house" brands, and the private-label brands of certain customers. In certain geographic areas we also:

· retread truck, aviation and off-the-road, or OTR, tires;

· manufacture and sell tread rubber and other tire retreading materials;

· sell chemical products; and

· provide automotive and commercial repair services and miscellaneous other products and services.
Our principal products are new tires for most applications. Approximately 87% of our sales in 2016, 2015 and 2014 were
for new tires. Sales of chemical products and natural rubber to unaffiliated customers were 3% in 2016, 2% in 2015 and 3% in
2014 of our consolidated sales.
New tires are sold under highly competitive conditions throughout the world. On a worldwide basis, we have two major
competitors: Bridgestone (based in Japan) and Michelin (based in France). Other significant competitors include Continental,
Cooper, Hankook, Kumho, Pirelli, Sumitomo Rubber Industries, Ltd. ("SRI"), Toyo, Yokohama and various regional tire
manufacturers.
We compete with other tire manufacturers on the basis of product design, performance, price and terms, reputation,
warranty terms, customer service and consumer convenience. Goodyear and Dunlop brand tires enjoy a high recognition factor
and have a reputation for performance and product design. The Kelly, Debica, Sava and Fulda brands and various house brand
tire lines offered by us, and tires manufactured and sold by us to private brand customers, compete primarily on the basis of
value and price.
The Goodyear Tire & Rubber Company is an Ohio corporation organized in 1898. Our principal executive offices are
located at 200 Innovation Way, Akron, Ohio 44316-0001. Our telephone number at that address is (330) 796-2121.

S-2
Table of Contents
T he Offe ring
The following summary contains basic information about the Notes and is not intended to be complete. It does not
contain all the information that is important to you. For a more complete understanding of the Notes, please refer to the section
of this document entitled "Description of Notes."

I ssue r

The Goodyear Tire & Rubber Company, an Ohio corporation.
N ot e s Offe re d

$700,000,000 aggregate principal amount of 4.875% Senior Notes due 2027.
M a t urit y Da t e

The Notes will mature on March 15, 2027.
I nt e re st Ra t e

4.875% per annum.
I nt e re st Pa ym e nt Da t e s
March 15 and September 15 of each year, beginning on September 15, 2017.

Interest will accrue from March 7, 2017.
Ra nk ing
The Notes will be our senior unsecured obligations and will rank equally in right of
payment with all of our existing and future senior unsecured 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 Guarantees will be senior unsecured
obligations of the Subsidiary Guarantors and will rank equally in right of payment
with all existing and future senior unsecured obligations of our Subsidiary
Guarantors. The Guarantees will be effectively subordinated to existing and future
secured indebtedness of the Subsidiary Guarantors to the extent of the assets

securing that indebtedness.
The Notes are structurally subordinated to all of the existing and future debt and
https://www.sec.gov/Archives/edgar/data/42582/000119312517069772/d308879d424b2.htm[3/6/2017 9:00:25 AM]

424B2
other liabilities, including trade payables, of our
subsidiaries that do not guarantee the Notes (the "Non-Guarantors"). The
Non-Guarantors will have no obligation, contingent or otherwise, to pay amounts

due under the Notes or to make funds available to pay those amounts.

As of December 31, 2016:
· The Goodyear Tire & Rubber Company and the Subsidiary Guarantors had

total assets of approximately $13.3 billion; and

· the Non-Guarantors had total assets of approximately $9.0 billion.

As of December 31, 2016, there was outstanding:
· approximately $3.7 billion of senior indebtedness of The Goodyear Tire &
Rubber Company (exclusive of unused commitments under its credit

agreements), of which approximately $644 million was secured;
· approximately $3.3 billion of senior indebtedness of the Subsidiary Guarantors,
including guarantees of indebtedness of The Goodyear Tire & Rubber

Company, of which approximately $483 million was secured; and

S-3
Table of Contents
· approximately $1.8 billion of total indebtedness of the Non-Guarantors

(exclusive of unused commitments under their credit agreements).

For the year ended December 31, 2016:
· The Goodyear Tire & Rubber Company and the Subsidiary Guarantors
generated net sales of approximately $8.8 billion and net income of

approximately $1.4 billion; and
· the Non-Guarantors generated net sales of approximately $9.1 billion and net

income of approximately $761 million.
The above financial information presents investments in subsidiaries following the
equity method of accounting and does not represent financial information of The
Goodyear Tire & Rubber Company on a consolidated basis. This financial
information is presented before any adjustment related to minority interests of The
Goodyear Tire & Rubber Company or its subsidiaries and before any elimination of
intercompany transactions. These consolidating adjustments are, however, made

in the preparation of our consolidated financial statements.
Please refer to Note to the Consolidated Financial Statements No. 22,
Consolidating Financial Information, in our 2016 Form 10-K ("Note 22"), where we

present financial information separately for:

· The Goodyear Tire & Rubber Company;

· the Subsidiary Guarantors, on a combined basis;

· the Non-Guarantors, on a combined basis;

· consolidating entries and eliminations; and
· The Goodyear Tire & Rubber Company and subsidiaries, on a consolidated

basis.
Gua ra nt e e s
The Notes will be guaranteed, jointly and severally, on a senior unsecured basis,
by the Subsidiary Guarantors, which consist of our wholly-owned U.S. and
Canadian subsidiaries that also guarantee our obligations under certain of our
senior secured credit facilities and senior unsecured notes. The Guarantee of a
Subsidiary Guarantor is subject to release under certain circumstances, including if
such Subsidiary Guarantor no longer guarantees any indebtedness of The
Goodyear Tire & Rubber Company or another Subsidiary Guarantor (other than
such indebtedness the outstanding principal amount of which, in the aggregate,
https://www.sec.gov/Archives/edgar/data/42582/000119312517069772/d308879d424b2.htm[3/6/2017 9:00:25 AM]

424B2
does not exceed $100 million). See "Description of Notes--Subsidiary Guarantees"

and "Certain Covenants--Future Subsidiary Guarantors."
If the Notes are assigned an investment grade rating by at least two of Moody's
Investors Service, Inc. ("Moody's"), Standard & Poor's Ratings Services ("S&P")
and Fitch Ratings, Inc. ("Fitch") and no default or event of default has occurred
and is continuing, we may elect to suspend the Guarantees and our future

subsidiary

S-4
Table of Contents
guarantors covenant will be suspended. If both (a) one or more ratings on the
Notes subsequently declines to below investment grade, resulting in the Notes no
longer having an investment grade rating from at least two of Moody's, S&P and
Fitch, and (b) the terms of any other debt securities of The Goodyear Tire &
Rubber Company or any of its subsidiaries in an aggregate principal amount of
greater than $100 million then outstanding include a future subsidiary guarantors
covenant (that is substantially the same as the covenant described under
"Description of Notes--Certain Covenants--Future Subsidiary Guarantors") that
was previously suspended and that has become applicable upon a substantially
concurrent reversion as a result of substantially the same ratings downgrade with
respect to such debt securities, then the Guarantees and our future subsidiary

guarantors covenant will be reinstated.
Opt iona l Re de m pt ion
At our option, we may redeem some or all of the Notes at any time or from time to
time prior to their maturity. If we elect to redeem the Notes prior to December 15,
2026 (the date that is three months prior to their maturity date), we will pay a
redemption price equal to 100% of the principal amount of the Notes redeemed
plus a make-whole premium and accrued and unpaid interest, if any. If we elect to
redeem the Notes on or after December 15, 2026 (the date that is three months
prior to their maturity date), we will pay a redemption price equal to 100% of the
principal amount of the Notes redeemed plus accrued and unpaid interest, if any.

See "Description of Notes--Optional Redemption."
Cha nge of Cont rol
If we experience a change of control triggering event as described in the indenture
governing the Notes, we will be required to make an offer to repurchase the Notes
at a price equal to 101% of their principal amount, plus accrued and unpaid
interest to the date of repurchase. See "Description of Notes--Change of Control

Triggering Event."
Ce rt a in Cove na nt s
The indenture governing the Notes will contain covenants that limit our ability and

the ability of certain of our subsidiaries to, among other things:

· incur certain liens;

· enter into certain sale/leaseback transactions; and
· consolidate, merge, sell or otherwise dispose of all or substantially all of our

assets.
These covenants are subject to a number of important exceptions and

qualifications. See "Description of Notes--Certain Covenants."
U se of Proc e e ds
We estimate that the net proceeds from this offering, after deducting underwriting
discounts and commissions and estimated offering expenses payable by us, will

be approximately $690 million.
We intend to use the net proceeds from this offering, together with our current
cash and cash equivalents, to redeem in full our 7.0% Senior Notes due 2022 (the

"2022 Notes") following, and subject

S-5
https://www.sec.gov/Archives/edgar/data/42582/000119312517069772/d308879d424b2.htm[3/6/2017 9:00:25 AM]

424B2
Table of Contents
to, the completion of this offering, at a redemption price equal to 103.5% of the
principal amount thereof, plus accrued and unpaid interest to the redemption date.
Pending the use of proceeds as described above, we may temporarily apply a
portion of the net proceeds from this offering to repay outstanding balances under

our revolving credit facilities. See "Use of Proceeds."
Book -Ent ry Form
The Notes will be issued in book-entry form and will be represented by permanent
global certificates deposited with a custodian for and registered in the name of a
nominee of The Depository Trust Company, commonly known as DTC. Beneficial
interests in any of the Notes will be shown on, and transfers will be effected only
through, records maintained by DTC and its direct and indirect participants. Such
interests may not be exchanged for certificated Notes, except in limited

circumstances.
T ra ding
The Notes will not be listed on any securities exchange or included in any
automated quotation system. No assurance can be given as to the liquidity of or

trading market for the Notes.

S-6
Table of Contents
Risk Fa c t ors
Before investing in the Notes, you should carefully consider all of the information contained in this prospectus
supplement, the accompanying prospectus and the documents incorporated by reference herein and therein as set out in the
section entitled "Incorporation of Certain Documents by Reference," including, in particular, the matters, risks, uncertainties and
assumptions described under the caption "Risk Factors" included herein and therein. For information regarding documents
incorporated by reference in this prospectus supplement and the accompanying prospectus, see "Incorporation of Certain
Documents by Reference."
Pe nding SEC St a ff Com m e nt s
On December 22, 2016, we received a comment letter from the staff of the SEC's Division of Corporation Finance (the
"Staff") in connection with the Staff's periodic review of our Annual Report on Form 10-K for the fiscal year ended December
31, 2015 and our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016.
The principal pending comment relates to our accounting for the dissolution of our global alliance with SRI. For the year
ended December 31, 2015, we recognized a non-cash, net pre-tax gain of $48 million (after-tax gain of $38 million) on this
transaction. In its comments, the Staff is seeking clarification of the methods used to determine the allocation of the
consideration to the individual components of the SRI transaction, as well as other related matters.
We believe that we have appropriately applied accounting principles generally accepted in the U.S. in accounting for the
SRI transaction and otherwise in reporting our financial position and results of operations for the period referenced above. We
plan to continue our discussions with the Staff until their comments are resolved. As with any periodic SEC review, there can
be no assurance that the Staff will not have additional comments.

S-7
Table of Contents
https://www.sec.gov/Archives/edgar/data/42582/000119312517069772/d308879d424b2.htm[3/6/2017 9:00:25 AM]

Document Outline

#1">
- #1">