Filed Pursuant to Rule 433
Registration No. 333-207723
March 2, 2017
Pricing Term Sheet
| Issuer: | The Goodyear Tire & Rubber Company | |
| Security: | 4.875% Senior Notes due 2027 | |
| Maturity: | March 15, 2027 | |
| Face Amount: | $700,000,000 | |
| Gross Proceeds: | $700,000,000 | |
| Net Proceeds exclusive of accrued interest (after deducting underwriting discounts and commissions but before offering expenses): | $691,250,000 | |
| Coupon: | 4.875% | |
| Offering Price: | 100.000% plus accrued interest, if any, from March 7, 2017 | |
| Yield: | 4.875% | |
| Trade Date: | March 2, 2017 | |
| Settlement Date: | March 7, 2017 (T+3) | |
| Interest Payment Dates: | March 15 and September 15, beginning September 15, 2017 | |
| Record Dates: | March 1 and September 1 | |
| Make-Whole Call: | Prior to December 15, 2026 (three months prior to the maturity date), at greater of par and make-whole at discount rate of Treasury plus 50 basis points | |
| Par Call: | At any time on or after December 15, 2026 (three months prior to the maturity date) | |
| Spread to Treasury: | + 238bps | |
| Reference Treasury: | UST 2.25% due February 15, 2027 | |
| Underwriters: | J.P. Morgan Securities LLC Barclays Capital Inc. BNP Paribas Securities Corp. Citigroup Global Markets Inc. Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. Goldman, Sachs & Co. HSBC Securities (USA) Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLC | |
| Natixis Securities Americas LLC BB Securities Limited Capital One Securities, Inc. MUFG Securities Americas Inc. UniCredit Capital Markets LLC Regions Securities LLC The Huntington Investment Company | ||
| CUSIP/ISIN: | 382550 BG5 / US382550BG56 | |
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 J.P. Morgan Securities LLC toll free at 1-800-999-2000.