Filed Pursuant to Rule 433
Registration No. 333-207723
May 10, 2016
Pricing Term Sheet
| Issuer: | The Goodyear Tire & Rubber Company | |||
| Security: | 5.000% Senior Notes due 2026 | |||
| Maturity: | May 31, 2026 | |||
| Face Amount: | $900,000,000 | |||
| Gross Proceeds: | $900,000,000 | |||
| Gross Spread: | 1.25% | |||
| Net Proceeds exclusive of accrued interest (after deducting underwriting discounts and commissions but before offering expenses): | $888,750,000 | |||
| Coupon: | 5.000% | |||
| Offering Price: | 100.000% plus accrued interest, if any, from May 13, 2016 | |||
| Yield: | 5.000% | |||
| Trade Date: | May 10, 2016 | |||
| Settlement Date: | May 13, 2016 (T+3) | |||
| Interest Payment Dates: | May 31 and November 30, beginning November 30, 2016 | |||
| Record Dates: | May 15 and November 15 | |||
| Optional Redemption: | On or after:
May 31, 2021 May 31, 2022 May 31, 2023 May 31, 2024 and thereafter |
Price:
102.500% 101.667% 100.833% 100.000% | ||
| Make Whole: | Makewhole call @ T+50bps prior to May 31, 2021 | |||
| Equity Clawback: | 35% at 105.000% prior to May 31, 2019 | |||
| Spread to Treasury: | + 325bps | |||
| Reference Treasury: | UST 1.625% due February 15, 2026 | |||
| Underwriters: | Citigroup Global Markets Inc.
Barclays Capital Inc.
BNP Paribas Securities Corp.
Credit Agricole Securities (USA) Inc.
Deutsche Bank Securities Inc. | |||
| Goldman, Sachs & Co.
J.P. Morgan Securities LLC
HSBC Securities (USA) Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Wells Fargo Securities, LLC
Natixis Securities Americas LLC
Capital One Securities, Inc.
Commerz Markets LLC
Mitsubishi UFJ Securities (USA), Inc.
PNC Capital Markets LLC
UniCredit Capital Markets LLC
U.S. Bancorp Investments, Inc. | ||||
| CUSIP/ISIN: | 382550 BF7 / US382550BF73 | |||
The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll free at 800-831-9146.