Filed Pursuant to Rule 433
Registration No. 333-207723
November 2, 2015
Pricing Term Sheet
| Issuer: | The Goodyear Tire & Rubber Company | |||
| Security: | 5.125% Senior Notes due 2023 | |||
| Maturity: | November 15, 2023 | |||
| Face Amount: | $1,000,000,000 | |||
| Gross Proceeds: | $1,000,000,000 | |||
| Gross Spread: | 1.25% | |||
| Net Proceeds exclusive of accrued interest (after deducting underwriting discounts and commissions but before offering expenses): | $987,500,000 | |||
| Coupon: | 5.125% | |||
| Offering Price: | 100.000% plus accrued interest, if any, from November 5, 2015 | |||
| Yield: | 5.125% | |||
| Trade Date: | November 2, 2015 | |||
| Settlement Date: | November 5, 2015 (T+3) | |||
| Interest Payment Dates: | May 15 and November 15, beginning May 15, 2016 | |||
| Record Dates: | May 1 and November 1 | |||
| Optional Redemption: | On or after:
November 15, 2018 November 15, 2019 November 15, 2020 and thereafter |
Price:
102.563% 101.281% 100.000% | ||
| Make Whole: | Makewhole call @ T+50bps prior to November 15, 2018 | |||
| Equity Clawback: | 35% at 105.125% prior to November 15, 2018 | |||
| Spread to Treasury: | + 311bps | |||
| Reference Treasury: | UST 2.75% due November 15, 2023 | |||
| Underwriters: | Goldman, Sachs & Co. Barclays Capital Inc. BNP Paribas Securities Corp. Citigroup Global Markets Inc. Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Natixis Securities Americas LLC UniCredit Capital Markets LLC Wells Fargo Securities, LLC | |||
| CUSIP/ISIN: | 382550 BE0 / US382550BE09 | |||
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 Goldman, Sachs & Co. toll free at 1-866-471-2526.