Obligation Goodyear 3.75% ( XS1333193875 ) en EUR

Goodyear

100 % ▼

Royaume-Uni

XS1333193875 ( en EUR )

3.75% par an ( paiement semestriel )

15/12/2023 - Obligation échue

Prospectus brochure de l'obligation Goodyear XS1333193875 en EUR 3.75%, échue

100 000 EUR

250 000 000 EUR

L'Obligation émise par Goodyear ( Royaume-Uni ) , en EUR, avec le code ISIN XS1333193875, paye un coupon de 3.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/12/2023

Not for general circulation
Listing memorandum

in the United States

Goodyear Dunlop Tires Europe B.V.
250,000,000
3.750% Senior Notes due 2023
Guaranteed by The Goodyear Tire & Rubber Company and certain of its subsidiaries
Interest payable June 15 and December 15
Issue Price: 100%

Goodyear Dunlop Tires Europe B.V. (the "Issuer") is offering 250 million aggregate principal amount of its 3.750% Senior Notes due
2023 (the "Notes"). The Notes will mature on December 15, 2023. Interest on the Notes will accrue from the original issue date of the
Notes, and the first interest payment date will be June 15, 2016.
The Issuer may redeem the Notes, in whole or in part, at any time on or after December 15, 2018 at the redemption prices set forth in
this offering memorandum ("Offering Memorandum"). Prior to December 15, 2018, the Issuer 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 December 15, 2018, the Issuer
may redeem up to 35% of the Notes from the proceeds of certain equity offerings.
The Issuer is a wholly-owned subsidiary of The Goodyear Tire & Rubber Company. The Goodyear Tire & Rubber Company and certain
of its wholly-owned U.S. and Canadian subsidiaries (the "Subsidiary Guarantors," and with The Goodyear Tire & Rubber Company, the
"Guarantors") will guarantee the Notes (the "Guarantees"). The Notes will be senior unsecured obligations of the Issuer and will rank
equally in right of payment with all of the Issuer's existing and future senior unsecured obligations and senior to any of the Issuer's
future subordinated obligations. The Notes will be effectively subordinated to the Issuer's existing and future secured indebtedness to
the extent of the assets securing that indebtedness. The Guarantees will be senior unsecured obligations of the Guarantors and will
rank equally in right of payment with all of the Guarantors' existing and future senior unsecured obligations and senior to any of the
Guarantors' future subordinated obligations. The Guarantees will be effectively subordinated to the existing and future secured
indebtedness of the Guarantors to the extent of the assets securing that indebtedness.

See "Risk Factors" beginning on page 13 for a discussion of certain risks that you should consider in connection with an
investment in the Notes.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the
securities laws of any other jurisdiction. The Issuer does not intend to register the Notes for an exchange offer under the Securities Act.
Unless they are registered, the Notes may be offered only in transactions that are exempt from registration under the Securities Act and
applicable state and other securities laws. The Issuer and the initial purchasers named below (collectively, the "Initial Purchasers") are
offering the Notes only to qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States in reliance
on Regulation S under the Securities Act. For further details about eligible offerees and resale restrictions, see "Transfer Restrictions."
Application has been made for the Notes to be listed on the Official List of the Luxembourg Stock Exchange and to trade on the Euro
MTF market of that exchange.
We expect that delivery of the Notes will be made to investors in book-entry form through Euroclear Bank S.A./N.V. ("Euroclear") and
Clearstream Banking, société anonyme ("Clearstream") on or about December 15, 2015.

Joint book-running managers

Deutsche Bank
BNP PARIBAS
BofA Merrill Lynch

Credit Agricole CIB
Goldman, Sachs & Co.

J.P. Morgan

Wells Fargo Securities

Co-managers

Barclays
Citigroup
HSBC

Natixis

December 15, 2015
NY: 913064-10

In making your investment decision, you should rely only on the information contained in this Offering
Memorandum. The Issuer and the Initial Purchasers have not authorized anyone to provide you with any other
information. If you receive any other information, you should not rely on it. You should not assume that the
information contained in this Offering Memorandum is accurate as of any date other than the date on the front
cover of this Offering Memorandum. Neither the delivery of this Offering Memorandum nor any sale made
hereunder shall under any circumstances imply that the information herein is correct as of any date subsequent
to the date on the cover of this Offering Memorandum.
The Issuer and the Initial Purchasers are offering to sell the Notes only in places where offers and sales of the
Notes are permitted.

Table of Contents

Summary .................................................................................................................................................................... 1

Risk Factors ............................................................................................................................................................... 13

Use of Proceeds ......................................................................................................................................................... 27

Capitalization .............................................................................................................................................................. 28

Selected Historical Consolidated Financial Data ....................................................................................................... 29

Ratio of Earnings to Fixed Charges ........................................................................................................................... 31

Management's Discussion and Analysis of Financial Condition and Results of Operations .....................................
32

Business ..................................................................................................................................................................... 55

Board of Directors ...................................................................................................................................................... 63

Description of Other Indebtedness ............................................................................................................................ 66

Description of Notes ................................................................................................................................................... 70
Certain Material Tax Considerations .......................................................................................................................... 111

Benefit Plan Considerations ....................................................................................................................................... 118

Certain Insolvency Considerations ............................................................................................................................ 120

Plan of Distribution ..................................................................................................................................................... 122

Transfer Restrictions .................................................................................................................................................. 125

Legal Matters.............................................................................................................................................................. 127

Independent Registered Public Accounting Firm ....................................................................................................... 127

Independent Accountants .......................................................................................................................................... 127

Available Information .................................................................................................................................................. 128

General Information About the Issuer and the Guarantors ........................................................................................ 130

Listing Information ...................................................................................................................................................... 132

Goodyear Dunlop Tires Europe B.V. is a Dutch private company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid) and is a wholly-owned subsidiary of The Goodyear Tire & Rubber Company, an Ohio corporation
organized in 1898.
Unless the context otherwise requires or as otherwise expressly indicated, in this Offering Memorandum, (i) "we," "us,"
"our," "Goodyear," and the "Company" refer to The Goodyear Tire & Rubber Company and its consolidated subsidiaries
(including the Issuer); (ii) "GDTE" means Goodyear Dunlop Tires Europe B.V. and its consolidated subsidiaries; (iii) "The
Goodyear Tire & Rubber Company" means The Goodyear Tire & Rubber Company, exclusive of its subsidiaries; and
(iv) the "Issuer" means Goodyear Dunlop Tires Europe B.V., exclusive of its subsidiaries.
The Issuer's registered office is located at Herikerbergweg 238, Luna ArenA, 1101 CM Amsterdam Zuidoost, The
Netherlands (+31 20 5755600). The Issuer also has offices located at Culliganlaan 2A, 1831 Diegem, Belgium (+32 2 761
18 07). The Goodyear Tire & Rubber Company's principal executive offices are located at 200 Innovation Way, Akron,
Ohio, U.S.A. 44316-0001, and its telephone number at that address is +1 (330) 796-2121. Our website is located at
www.goodyear.com. Our website and the information contained on our website is not part of this Offering Memorandum.

You should rely only on the information contained in this Offering Memorandum when making a decision as to whether to
invest in the Notes.

You should read this Offering Memorandum before making a decision whether to purchase any Notes. You must not use
this Offering Memorandum for any other purpose.
We have prepared this Offering Memorandum, and we are solely responsible for its contents. You are responsible for
making your own examination of us and your own assessment of the merits and risks of investing in the Notes. You may
contact us if you need any additional information. By purchasing any Notes, you will be deemed to have acknowledged
that:
· you have reviewed this Offering Memorandum;
· you have had an opportunity to request and to review, and you have received, any additional information that you need
from us;
· you have not relied upon the Initial Purchasers or any person affiliated with the Initial Purchasers in connection with
your investigation of the accuracy of such information or your investment decision;
· this Offering Memorandum relates to an offering that is exempt from registration under the Securities Act and may not
comply in important respects with the rules of the U.S. Securities and Exchange Commission (the "SEC") that would
apply to an offering document relating to a public offering of securities in the United States; and
· no person has been authorized to give information or to make any representation concerning us, this offering or the
Notes, other than as contained in this Offering Memorandum, in connection with your examination of us and the terms
of this offering.
We are not providing you with any legal, business, tax or other advice in this Offering Memorandum. You should consult
your own attorney, business advisor and tax advisor for legal, business and tax advice regarding an investment in the
Notes. You should contact the Initial Purchasers with any questions about this offering.
You must comply with all laws and regulations that apply to you in any place in which you purchase, offer or sell any
Notes or possess or distribute this Offering Memorandum. You must also obtain any consents, permission or approvals
that you need in order to purchase, offer or sell any Notes under the laws and regulations in force in any jurisdiction to
which you are subject or in which you make such purchases, offers or sales. We and the Initial Purchasers are not
responsible for your compliance with these legal requirements. We are not making any representation to you regarding
the legality of your investment in the Notes under any legal investment or similar law or regulation.
The Issuer is offering the Notes in reliance on an exemption from the registration requirements of the Securities Act
applying to offers and sales of securities that do not involve a public offering as well as to non-U.S. persons outside the
United States in reliance on Regulation S under the Securities Act. By purchasing any Notes, you will be deemed to have
made certain acknowledgments, representations and agreements as described in the "Transfer Restrictions" section of
this Offering Memorandum.
The Notes are subject to restrictions on resale and transfer and may not be transferred or resold except as permitted
under the Securities Act and applicable state or other securities laws pursuant to registration or exemption therefrom. As a
result, you may be required to bear the financial risks of investing in the Notes for an indefinite period of time. Please refer
to the sections in this Offering Memorandum entitled "Plan of Distribution" and "Transfer Restrictions."

The Initial Purchasers make no representation or warranty, express or implied, as to the accuracy or completeness of the
information contained in this Offering Memorandum. Nothing contained in this Offering Memorandum is, or shall be relied
upon as, a promise or representation by the Initial Purchasers as to the past or future. The Initial Purchasers assume no
responsibility for the accuracy or completeness of any such information. The Notes have not been recommended by
any federal, state or foreign securities authorities, nor have any such authorities determined that this Offering
Memorandum is accurate or complete. Any representation to the contrary is a criminal offense.
i

IN CONNECTION WITH THIS OFFERING, DEUTSCHE BANK AG, LONDON BRANCH (THE "STABILIZING
MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) MAY OVERALLOT NOTES OR
EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL
HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE
STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF A STABILIZING MANAGER) WILL UNDERTAKE
ANY STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH
ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF
BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER
THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.

Notice to New Hampshire Residents
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN
FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS
AMENDED ("RSA 421-B"), WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A
FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE
AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN
ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE
PROVISIONS OF THIS PARAGRAPH.

Notice to Canadian Investors
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited
investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act
(Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and
Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a
transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or
damages if this Offering Memorandum (including any amendment thereto) contains a misrepresentation, provided that the
remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities
legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities
legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the Initial Purchasers are not
required to comply with the disclosure requirements of NI 33-105 regarding conflicts of interest in connection with this
offering.

Notice to EEA Investors
This Offering Memorandum has been prepared on the basis that all offers of the Notes will be made pursuant to an
exemption under Directive 2003/71/EC (as amended, including by Directive 2010/73/EU, and as implemented in member
states of the European Economic Area, the "Prospectus Directive") from the requirement to produce a prospectus for
offers of the Notes. Accordingly, any person making or intending to make any offer within the European Economic Area
(the "EEA") of the Notes should only do so in circumstances in which no obligation arises for us, the Issuer or any of the
Initial Purchasers to produce a prospectus which is compliant with the Prospectus Directive, including Article 3 thereof, for
such offer. We, the Issuer and the Initial Purchasers have not authorized, nor do we authorize, the making of any offer of
Notes through any financial intermediary, other than offers made by the Initial Purchasers, which constitute the final
placement of the Notes contemplated by this Offering Memorandum.
ii

In relation to each member state of the EEA that has implemented the Prospectus Directive (each, a "Relevant Member
State"), the offer of any Notes which are the subject of the offering contemplated by this Offering Memorandum is not
being made and will not be made to the public in that Relevant Member State, other than:
a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
b)
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive) subject to obtaining the prior consent of the relevant Initial Purchaser or Initial Purchasers nominated
by the Issuer for any such offer; or
c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided that no such offer of Notes shall require us, the Issuer or the Initial Purchasers to publish a prospectus pursuant
to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer to the public" in relation to any Notes in any Relevant Member
State means the communication in any form and by any means of sufficient information on the terms of the offer and any
Notes to be offered so as to enable an investor to decide to purchase any Notes, as the same may be varied in that
Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State. The
expression "Prospectus Directive" includes any relevant implementing measure in each Relevant Member State.
The EEA selling restriction is in addition to any other selling restrictions set out in this Offering Memorandum.

iii

Notice to U.K. Investors
This Offering Memorandum is for distribution only to, and is only directed at, persons who (i) are outside the United
Kingdom, (ii) are investment professionals as such term is defined in Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 of the United Kingdom, as amended (the "Financial Promotion Order"),
(iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to
(d) of the Financial Promotion Order (all such persons together being referred to as "relevant persons").
This Offering Memorandum is directed only at relevant persons and must not be acted on or relied on by anyone who is
not a relevant person. Any investment or investment activity to which this document relates is available only to relevant
persons and will be engaged in only with relevant persons.
Notice to French Investors
This Offering Memorandum has not been prepared and is not being distributed in the context of a public offering of
securities in France within the meaning of Article L. 411-1 of the French Code monétaire et financier and, therefore, this
Offering Memorandum or any other offering material relating to the Notes have not been and will not be filed with the
French Autorité des Marchés Financiers (the "AMF") for prior approval or submitted for clearance to the AMF, and more
generally, no prospectus has been prepared in connection with the offering of the Notes that has been approved by the
AMF or by the competent authority of another State that is a contracting party to the Agreement on the EEA and notified
to the AMF; no Notes have been offered or sold nor will be offered or sold, directly or indirectly, to the public in France;
neither this Offering Memorandum nor any other offering material relating to the Notes has not been distributed or caused
to be distributed and will not be distributed or caused to be distributed, directly or indirectly, to the public in France; offers,
sales and distributions of the Notes have been and shall only be made in France to persons licensed to provide the
investment service of portfolio management for the account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers) or qualified investors (investisseurs qualifiés) investing
for their own account or a closed circle of investors (cercle restreint d'investisseurs), acting for its own account, all as
defined in, and in accordance with, Articles L. 411-1, L. 411-2, D. 411-1 and D. 411-4, D.744-1, D.754-1 and D.764-1 of
the French Code monétaire et financier and applicable regulations thereunder. The direct or indirect distribution to the
public in France of any Notes so acquired may be made only as provided by Article L. 411-1 to L. 411-4, L. 412-1 and L.
621-8 to L. 621-8-3 of the French Code monétaire et financier and applicable regulations thereunder.
Notice to Luxembourg Investors
The terms and conditions relating to this Offering Memorandum have not been approved by and will not be submitted for
approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for purposes
of public offering or sale in the Grand Duchy of Luxembourg ("Luxembourg"). Accordingly, the Notes may not be offered or
sold to the public in Luxembourg, directly or indirectly, and neither this Offering Memorandum nor any other circular,
prospectus, form of application, advertisement, communication or other material may be distributed, or otherwise made
available in or from, or published in, Luxembourg except for the sole purpose of the admission to trading and listing of the
Notes on the Official List of the Luxembourg Stock Exchange and except in circumstances which do not constitute a
public offer of securities to the public, subject to prospectus requirements, in accordance with the Luxembourg Act of
July 10, 2005 on prospectuses for securities, as amended.

Notice to Dutch Investors
The Notes are being, and may only be, offered, sold, resold, delivered or transferred in The Netherlands to qualified
investors (gekwalificeerde beleggers) within the meaning of the Dutch Act on Financial Supervision (Wet op het financieel
toezicht) (the "Dutch FMSA"). Consequently, this document is not approved by The Netherlands Authority for the Financial
Markets (Autoriteit Financiële Markten), and the offering of the Notes is not subject to any supervision by The Netherlands
Authority for the Financial Markets.

iv

Forward-looking Information--Safe Harbor Statement
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-looking statements. You are cautioned not to place undue reliance on forward-
looking statements, which speak only as of the date of this Offering Memorandum 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, increasingly from lower cost manufacturers, and our market share could decline;
· we could be negatively impacted by the decision to impose tariffs on certain tires imported to the U.S. from China;
· 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;
· 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;
· 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 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 credit facilities or the indentures
governing our notes 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;

· 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 cyber attack on, disruption in, or failure of our information technology systems;
· 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.
v

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.

vi

Presentation of Financial and Other Information
Unless otherwise indicated, the financial information in this Offering Memorandum is the consolidated financial information
of The Goodyear Tire & Rubber Company and its subsidiaries. The consolidated financial statements of The Goodyear
Tire & Rubber Company and its subsidiaries incorporated by reference into this Offering Memorandum have been
prepared in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP"). In accordance with Dutch
law, under which the Issuer is organized, the Issuer files annual unconsolidated financial statements (jaarrekening
deponeren) prepared in accordance with Dutch Generally Accepted Accounting Principles ("Dutch GAAP"). Although we
incorporate by reference the unconsolidated financial statements and related notes of the Issuer as of December 31, 2014
and 2013 and for the years then ended into this Offering Memorandum as required by the Luxembourg Stock Exchange,
we believe they are of limited utility to prospective investors and should not be relied upon when evaluating an investment
in the Notes. See "Available Information."
The financial and other information included in this Offering Memorandum is not intended to comply with SEC reporting
requirements. Compliance with such requirements would require the modification or exclusion of certain information
presented in this Offering Memorandum and the presentation of certain other information not included in this Offering
Memorandum.
Unless otherwise indicated, all references in this Offering Memorandum to "Euro," "euro" or "" are to the currency
introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty
establishing the European Community, as amended. All references to "dollars," "$," "U.S.$" or "U.S. dollars" are to the
lawful currency of the United States. We prepare our financial statements in dol ars.
Non-GAAP Financial Measures
The body of accounting principles generally accepted in the United States is commonly referred to as "U.S. 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 U.S. GAAP measures. In this Offering Memorandum, we disclose Adjusted
EBITDAP of Goodyear and Adjusted EBITDA of GDTE, which are both non-GAAP financial measures. 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 and other (income) and expense, and Adjusted
EBITDA represents net income (loss) before interest expense, income tax (benefit) expense, depreciation and
amortization expense, rationalization charges and other (income) and expense. We have presented these measures
because we believe Adjusted EBITDAP, Adjusted EBITDA and other similar financial measures are widely used by
investors to evaluate a company's operating performance. Adjusted EBITDAP and Adjusted EBITDA are not, however,
measures of financial performance under U.S. GAAP and should not be construed as an alternative to net income or other
financial measures presented in accordance with U.S. GAAP. It should be noted that companies calculate non-GAAP
financial measures like Adjusted EBITDAP and Adjusted EBITDA differently; as a result, Adjusted EBITDAP and Adjusted
EBITDA as presented herein may not be comparable to similarly-titled measures reported by other companies.

vii