Obligation Goodyear Rubber & Tire Co. 9.5% ( US382550BH30 ) en USD

Goodyear Rubber & Tire Co.

100 % ▼

Etas-Unis

US382550BH30 ( en USD )

9.5% par an ( paiement semestriel )

30/05/2025 - Obligation échue

Prospectus brochure de l'obligation The Goodyear Tire & Rubber Co US382550BH30 en USD 9.5%, échue

1 000 USD

800 000 000 USD

382550BH3

B+ ( Très spéculatif )

B2 ( Très 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 US382550BH30, paye un coupon de 9.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/05/2025

L'Obligation émise par Goodyear Rubber & Tire Co. ( Etas-Unis ) , en USD, avec le code ISIN US382550BH30, a été notée B2 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Goodyear Rubber & Tire Co. ( Etas-Unis ) , en USD, avec le code ISIN US382550BH30, a été notée B+ ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
CALCU LAT I ON OF REGI ST RAT I ON FEE

M a x im um
Am ount of
T it le of e a c h Cla ss of
Am ount t o be
Aggre ga t e
Re gist ra t ion
Se c urit ie s t o be Re gist e re d

Re gist e re d

Offe ring Pric e

Fe e (1 )
9.500% Senior Notes due 2025

$200,000,000

$200,000,000

$25,960
Guarantees of 9.500% Senior Notes due 2025

(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 9.500% Senior Notes due 2025 being
registered.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-238212

PROSPECT U S SU PPLEM EN T T O PROSPECT U S DAT ED M AY 1 3 , 2 0 2 0
$200,000,000

T he Goodye a r T ire & Rubbe r Com pa ny
9.500% Senior Notes due 2025
We are offering $200,000,000 of our 9.500% Senior Notes due 2025 (the "New Notes").
The New Notes offered hereby will be issued as additional notes ("Additional Notes") under the Indenture (as defined herein) pursuant to
which we issued $600 million in principal amount of our 9.500% Senior Notes due 2025, which we refer to herein as the "Existing Notes." The New
Notes offered hereby will be treated as a single series with the Existing Notes under the Indenture, will have the same terms and CUSIP number as the
Existing Notes and will be interchangeable with the Existing Notes. Upon the issuance of the New Notes offered hereby, the outstanding aggregate
principal amount of our 9.500% Senior Notes due 2025 will be $800 million. Unless the context otherwise requires, references herein to the "Notes"
include the New Notes offered hereby and the Existing Notes, collectively.
We will pay interest on the Notes on May 31 and November 30 of each year. The first interest payment on the Notes will be made on
November 30, 2020. The Notes will mature on May 31, 2025. We have the option to redeem the Notes, in whole or in part, at any time on or after
May 31, 2022. Prior to May 31, 2022, 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 31, 2022, 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 are our senior unsecured obligations and 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 are effectively subordinated to our existing and future secured
indebtedness to the extent of the assets securing that indebtedness. The Notes are 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 are senior unsecured obligations of the Subsidiary Guarantors
and rank equally in right of payment with all existing and future senior unsecured obligations of our Subsidiary Guarantors. The Guarantees are
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-15 of this prospectus supplement and on page 5 of the accompanying
prospectus.

Per New Note
Total

Public offering price(1)

101.750%
$203,500,000
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Underwriting discounts and commissions

1.000%
$
2,000,000
Proceeds, before expenses, to us(1)

100.750%
$201,500,000

(1) Plus accrued and unpaid interest from May 18, 2020. All such pre-issuance accrued interest from May 18, 2020 will be paid by purchasers of the New Notes. On
November 30, 2020, we will pay this pre-issuance accrued interest to holders of the New Notes who are holders of record on November 15, 2020, along with
interest accrued on the New Notes from the date of delivery to November 30, 2020.
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 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 New Notes in book-entry form only through the facilities of The Depository Trust Company against
payment in New York, New York on or about May 22, 2020.

Joint book-running managers

Goldm a n Sa c hs & Co. LLC

Ba rc la ys

BN P PARI BAS
BofA Se c urit ie s
Cit igroup
Cre dit Agric ole CI B
De ut sc he Ba nk Se c urit ie s
J .P. M orga n
We lls Fa rgo Se c urit ie s

Co-managers

BBV A

Bra de sc o BBI

M U FG

N a t ix is

PN C Ca pit a l M a rk e t s LLC
SM BC N ik k o

U niCre dit Ca pit a l M a rk e t s
T he da t e of t his prospe c t us supple m e nt is M a y 2 0 , 2 0 2 0 .
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-7
Risk Factors
S-15
Use of Proceeds
S-21
Capitalization
S-22
Description of Other Indebtedness
S-24
Description of Notes
S-29
Book-Entry System
S-78
Certain Material United States Federal Income Tax Considerations
S-81
Benefit Plan Considerations
S-87
Underwriting (Conflicts of Interest)
S-90
Legal Matters
S-96
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Experts
S-96

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
Description of Debt Securities

7
Plan of Distribution

15
Legal Matters

16
Experts

16

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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 EBITDA. As used herein, Adjusted EBITDA represents net income
before interest expense, income tax expense, depreciation and amortization expense, goodwill impairment charges, rationalization charges
and other (income) expense. We have presented this measure because we believe Adjusted EBITDA and other financial measures like it
are widely used by investors to evaluate 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 or other financial measures presented in
accordance with GAAP. It should be noted that companies calculate non-GAAP financial measures like Adjusted EBITDA differently; as a
result, Adjusted EBITDA as presented herein may not be comparable to similarly-titled measures reported by other companies.

S-iii
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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 Exchange Act and, accordingly, we file annual, quarterly and
current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site at http://www.sec.gov that
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contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the
SEC. 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." Our SEC
filings are also available 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 documents that have been filed with the SEC (other than any portion of such filings
that is furnished under applicable SEC rules rather than filed):

·
Annual Report on Form 10-K for the year ended December 31, 2019 ("2019 Form 10-K");

·
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 ("Q1 2020 Form 10-Q");

·
the portions of our Definitive Proxy Statement on Schedule 14A, filed on March 6, 2020, as supplemented on March 25,

2020, that are incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2019;
and

·
Current Reports on Form 8-K (and/or amendments thereto) filed on February 28 , April 3, April 9, April 15, April 23 and

May 18, 2020.
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.

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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. The words
"estimate," "expect," "intend" and "project," as well as other words or expressions of similar meaning, are intended to identify forward-
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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:

·
our future results of operations, financial condition and liquidity are expected to be adversely impacted by the COVID-19

pandemic, and that impact may be material;

·
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 first lien 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;

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·
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-attacks, 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
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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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SU M M ARY
The following summary contains basic information about this offering of New 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-15 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 2019, our
net sales were $14,745 million and Goodyear net loss was $311 million. 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 1,000 retail outlets
where we offer our products for sale to consumer and commercial customers and provide repair and other services. We manufacture
our products in 46 manufacturing facilities in 21 countries, including the United States, and we have marketing operations in almost
every country around the world. We employ approximately 63,000 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.
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

· earthmoving and mining equipment

· farm implements

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· industrial equipment, and

· 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 ("OTR") tires,

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

· sell chemical products, and/or

· provide automotive and commercial repair services and miscellaneous other products and services.
Our principal products are new tires for most applications. Approximately 85% of our sales in 2019, 84%
in 2018 and 87% in 2017 were for tire units. Sales of chemical products and natural rubber to unaffiliated customers
were 3% in 2019, 4% in 2018 and 3% in 2017 of our consolidated sales (5%, 7% and 6% of Americas total sales
in 2019, 2018 and 2017, respectively).
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, Nexen, Pirelli, Sumitomo, 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 branded 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.
Re c e nt De ve lopm e nt s
Our Response to the COVID-19 Pandemic
National efforts by many countries to mitigate the COVID-19 pandemic have caused a deep contraction in vast areas of the
global economy, with many workers and businesses, including Goodyear, facing profound challenges. The tire industry has been
particularly negatively impacted by this evolving situation, characterized by a sudden and sharp decline in replacement tire demand
and OE manufacturers suspending or severely limiting automobile production globally. Our results for the first quarter of 2020 were
highly influenced by this economic disruption, which aggravated already challenging industry conditions in many of our key markets,
including foreign currency headwinds due

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to a strong U.S. dollar, lower OE industry volumes, softening demand in Europe, weak market conditions in China and economic
volatility in Latin America, particularly Brazil, that persisted throughout 2019.
We are proactively taking actions in response to COVID-19 to protect the health and wellbeing of our associates, customers
and communities, which remain our top priority, to mitigate the near and long-term financial impacts on our operating results, and to
ensure adequate liquidity and capital resources are available to maintain our operations until the auto industry and replacement tire
demand recovers.
These actions include:
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·
On March 17, 2020 and March 18, 2020, we announced the suspension of production in Europe and the Americas,
respectively, due to the COVID-19 pandemic. These temporary measures were implemented in a way to allow us to
promptly resume production when public health and market conditions improve. We plan a phased restart of production
during the second quarter. Earlier in April, we reopened some of our chemical plants and began a limited ramp-up of our
commercial truck tire manufacturing facilities in the U.S. and Europe. More recently, we also began to reopen tire

production in most of our consumer factories in Europe. Our decisions to resume production will be based on an
evaluation of market demand signals, inventory and supply levels, as well as our ability to safeguard the health of our
associates. Throughout the first quarter of 2020, production was also temporarily suspended or significantly limited in
several other locations globally, most notably at our Pulandian, China manufacturing facility. Our Pulandian facility is now
operating with all of its workforce, is able to meet customer demand, and is expected to continue ramping up production
during the second quarter of 2020.

·
As our business is deemed essential in the U.S. and most other parts of the world, in order to maintain customer service,
warehouses, commercial truck service centers and retail operations remain largely operational on a reduced staffing

schedule and with strong social distancing practices in place. We continue to closely monitor local conditions surrounding
these operations, as well as inventory and supply levels, to continue delivery of our products.

·
We are following guidance from the Centers for Disease Control and Prevention and have introduced a number of

preventative measures at our facilities that remain open, including limiting visitor access and business travel, implementing
remote working and social distancing practices, and increasing the frequency of disinfection.

·
On April 2, 2020, we announced actions to reduce our payroll costs through a combination of furloughs, temporary salary
reductions and salary deferrals covering over 9,000 of our corporate and business unit associates, including substantial

salary reductions and deferrals for our CEO, officers and directors. These and other similar actions are expected to save
nearly $65 million of cash spend during the second quarter of 2020 and take advantage of governmental income
replacement programs to ensure our associates are supported.

·
On April 9, 2020, we amended and restated our $2.0 billion first lien revolving credit facility, extending the maturity date

from April 2021 to April 2025. The refinancing includes favorable adjustments to the calculation of the facility's borrowing
base, further strengthening our liquidity position.

·
On April 16, 2020, we announced that we have temporarily suspended the quarterly dividend on our common stock.

These dividends total approximately $37 million each quarter.

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·
We are leveraging governmental relief efforts to defer payroll and other tax payments, which are expected to benefit our

cash flows by approximately $60 million for 2020 in the U.S. alone.

·
We have taken, and will continue to take, other actions to reduce costs and preserve cash in order to successfully
navigate the current economic environment, including limiting capital expenditures to no more than $700 million for the full

year and reducing discretionary spending, such as marketing and other administrative and general expenses, by
approximately $75 million in the second quarter of 2020.
Additionally, on April 17, 2020, we reached a tentative bargaining agreement and subsequently approved a plan to
permanently close our Gadsden, Alabama manufacturing facility as part of our strategy to strengthen the competitiveness of our
manufacturing footprint by curtailing production of tires for declining, less profitable segments of the tire market. The tentative
bargaining agreement has been approved by the membership of the local union. We estimate the total pre-tax charges associated
with this plan to be $280 million to $295 million, of which $170 million to $180 million are expected to be cash charges. We expect to
record approximately $170 million of these charges in the second quarter of 2020 and make cash payments of approximately $45
million in 2020. The remaining charges will be recorded and the remaining cash payments will be made thereafter, primarily in 2021
and 2022. We expect the combined impact of this plan and the previously announced rationalization actions related to Gadsden will
result in approximately $130 million in annual savings in 2021 when compared to 2019.
Our results for the first quarter of 2020 include a 17.6% decrease in tire unit shipments compared to the first quarter of 2019,
reflective of the current economic environment. Our results for the first quarter of 2020 include an approximate $65 million unfavorable
impact due to lower factory utilization and other period costs, both directly related to the suspension of production at our
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manufacturing facilities. These negative impacts were partially offset by cost savings of approximately $38 million, including raw
material cost saving measures of approximately $17 million.
Net sales in the first quarter of 2020 were $3,056 million, compared to $3,598 million in the first quarter of 2019. Net sales
decreased in the first quarter of 2020 primarily due to lower global tire unit volumes, unfavorable foreign currency translation, primarily
in EMEA and Americas, and lower sales in other tire-related businesses, primarily due to a decrease in third-party sales of chemical
products in Americas. These decreases were partially offset by improvements in price and product mix, primarily in Americas and
EMEA.
In the first quarter of 2020, Goodyear net loss was $619 million, or $2.65 per share, compared to a net loss of $61 million,
or $0.26 per share, in the first quarter of 2019. The increase in Goodyear net loss was driven by higher income tax expense due to
the establishment of a valuation allowance on certain deferred tax assets for foreign tax credits, lower segment operating income and
a non-cash goodwill impairment charge, partially offset by lower rationalization charges.
Liquidity
At March 31, 2020, we had $971 million of cash and cash equivalents as well as $2,278 million of unused availability under
our various credit agreements, compared to $908 million and $3,554 million, respectively, at December 31, 2019. Cash and cash
equivalents increased by $63 million from December 31, 2019 due primarily to net borrowings of $978 million, partially offset by cash
used for operating activities of $561 million, capital expenditures of $211 million, and dividends paid of $37 million. Cash used for
operating activities reflects cash used for working capital of $482 million and rationalization payments of $73 million.

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We expect our 2020 cash flow needs to include capital expenditures of up to $700 million. We also expect interest expense
to be $350 million to $375 million (before giving effect to this offering and the offering of the Existing Notes); restructuring payments to
be $175 million to $200 million; cash tax payments to be approximately $60 million, approximately $30 million of which were already
paid during the first quarter of 2020; dividends on our common stock to be $37 million, which reflects the dividend already paid in the
first quarter of 2020; and contributions to our funded non-U.S. pension plans to be $25 million to $50 million. We expect working
capital to be a source of cash for the full year of 2020, but a use of cash during the second quarter of 2020.
We could use approximately $1.0 billion of cash in the second quarter of 2020, principally from draws under our revolving
credit facilities. As a result, we expect our liquidity to decline over the course of the second quarter of 2020, before recovering in the
second half of the year. For example, the borrowing base under our first lien revolving credit facility is dependent, in significant part,
on our eligible accounts receivable and inventory, which have declined as a result of our lower sales and production levels due to the
COVID-19 pandemic. A decline in our borrowing base would reduce our availability under the first lien revolving credit facility.
Additionally, our European revolving credit facility contains a leverage ratio covenant applicable to Goodyear Dunlop Tires Europe B.V.
(now known as Goodyear Europe B.V.) ("GEBV") and its subsidiaries. While we are currently in compliance with this covenant, if we
were unable to satisfy this covenant in the future or obtain a waiver from our lenders, we would no longer be able to access our 800
million European revolving credit facility or our pan-European accounts receivable securitization facility.
We are actively monitoring our liquidity, including the covenant in our European revolving credit facility, and have taken a
number of actions aimed at mitigating the negative consequences of the COVID-19 pandemic on our cash flows and liquidity, such as
suspending production at most of our manufacturing facilities, reducing our payroll costs through a combination of furloughs,
temporary salary reductions and salary deferrals, refinancing our first lien revolving credit facility to extend its maturity and increase its
borrowing base, temporarily suspending the quarterly dividend on our common stock, reducing capital expenditures and discretionary
spending, and using governmental relief efforts to defer payroll and other tax payments globally. We intend to operate the business in
a way that allows us to address our cash flow needs with our existing cash and available credit if they cannot be funded by cash
generated from operating or other financing activities. We believe that our liquidity position is adequate to fund our operating and
investing needs and debt maturities in 2020 and to provide us with the ability to respond to further changes in the business
environment.
Outlook
The COVID-19 pandemic has caused the temporary closure of many businesses throughout the world during the first
quarter of 2020, including most of our manufacturing facilities, which has limited global business activity.
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Given the limited visibility we have into vehicle production and replacement tire demand, we have difficulty projecting industry
volumes for the year. We are planning a phased restart of production during the second quarter of 2020, which began earlier in April
with the reopening of some of our chemical plants and a limited ramp-up of our commercial truck tire manufacturing facilities in the
U.S. and Europe. More recently, we also began to reopen tire production in most of our consumer factories in Europe. We expect
most of our manufacturing facilities to resume operations by the end of May. Decisions regarding production will be based on an
evaluation of market demand signals, inventory and supply levels, as well as our ability to safeguard the health of our associates.

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We currently believe that our largest volume declines will occur in the second quarter of 2020, with volumes down
approximately 50% compared to the second quarter of 2019. Overhead absorption will also continue to be adversely affected by
reduced plant production during the second quarter of 2020. We are currently planning for our production to be down almost 25 million
units versus the second quarter of 2019 in order to reflect expected demand and to reduce inventory.
In addition, our other tire-related businesses are also being significantly affected by the weakening economic environment.
Traffic and volume at our retail locations is low and the sharp drop in business and leisure travel is adversely impacting our aviation
business. Our chemicals business is also feeling the effects of the decline in tire production. In total, the year-over-year earnings
decline in our other tire-related businesses is expected to be about $150 million during the second quarter of 2020.
For the full year of 2020, we now expect our raw material costs will be a benefit of $50 million to $100 million compared to
2019, excluding transactional foreign currency and raw material cost saving measures. Natural and synthetic rubber prices and other
commodity prices historically have been volatile, and this estimate could change significantly based on fluctuations in the cost of these
and other key raw materials. We are continuing to focus on price and product mix, to substitute lower cost materials where possible,
to work to identify additional substitution opportunities, to reduce the amount of material required in each tire, and to pursue alternative
raw materials.
Issuance of the Existing Notes
On May 18, 2020, we issued $600 million aggregate principal amount of the Existing Notes. The New Notes offered hereby
are being offered as Additional Notes under the indenture, dated as of August 13, 2010 (the "Base Indenture"), among the Company,
the Subsidiary Guarantors party thereto and Wells Fargo Bank, N.A., as trustee, as supplemented by the Seventh Supplemental
Indenture dated as of May 18, 2020 (together with the Base Indenture, the "Indenture") pursuant to which the Existing Notes were
issued. The New Notes offered hereby will be treated as a single series with the Existing Notes under the Indenture and will have the
same terms as the Existing Notes.

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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
$200 million aggregate principal amount of 9.500% Senior Notes due 2025. There currently
is outstanding $600 million in aggregate principal amount of this series issued on May 18,
2020.

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