FWP
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No.: 333-142784
The Goodyear Tire & Rubber Company
On May 9, 2007, after the close of the market, Dow Jones Newswires published an article
regarding the pending common stock offering by The Goodyear Tire & Rubber Company (the Company),
the full text of which is reproduced below. The article was not prepared or reviewed by the Company
prior to its publication. The Company is aware of one other version of this article, which
appeared in the Dow Jones publication High Yield Weekly on May 14, 2007. With the exception of
the quotation attributed directly to Mr. Keith Price and material extracted directly from the
Companys press release dated May 9, 2007 announcing the common stock offering, the article
represents the authors opinion, which the Company does not endorse or adopt, and the Company does
not make any representations as to the accuracy of such opinion.
Full text of the Dow Jones Newswires article:
Goodyear To Offer 22.5M Shares, Raise $725M
By Terry Kosdrosky
May 9, 2007
DETROIT (Dow Jones) Goodyear Tire & Rubber Co. (GT) said late Wednesday that it plans to
offer 22.5 million shares in an underwritten public offering as the largest U.S. tire maker
continues to try to improve its capital structure. Shares fell 5% in late trading.
The Akron, Ohio, company expects net proceeds from the offering of $725 million, assuming an
offering price of $33.26 a share. The company also plans to grant the underwriters a 30-day option
to purchase up to an additional 3.38 million shares to cover any over-allotments.
Shares of Goodyear closed Tuesday at $33.61, up 35 cents or 1.1%. In after-hours trading, the
stock was down $1.71, or 5%, to $31.90.
Goodyear has improved its footing with cost cuts, a focus on high-margin products and a new
deal with the United Steelworkers union.
In March, Goodyear announced a refinancing of its main credit facilities. Last month, it
boosted its long-term cost savings target to between $1.8 billion and $2 billion by 2009 from more
than $1 billion by 2008.
The company plans to use the funds to repay roughly $175 million of its 8.625% notes due in
2011 and roughly $140 million of its 9% notes due in 2015, and for general corporate purposes.
Those corporate purposes could include spending for growth initiatives in its core tire
business. Goodyear said last month that it plans to expand production of high-value tires over the
next five years.
We have been focused on creating long-term shareholder value and believe that using equity
proceeds to de-lever our balance sheet and invest in growing our core tire businesses will create
long-term value for our shareholders, spokesman Keith Price said in an email.
Deutsche Bank Securities, Citigroup and Goldman, Sachs & Co. will be joint book-running
managers for the offering.
Goodyear also plans sell its engineered products division to the Carlyle Group, a private
equity firm, for $1.47 billion.
Goodyear is continuing its turnaround after a pivotal 2006, which saw the company cut capacity
in high-cost regions and endure a strike by the steelworkers union. U.S. tire makers are dealing
with a weak market for replacement tires, high raw-material costs and low-cost, foreign
competition.
The labor strike ended with a deal that allowed Goodyear to transfer long-term retiree
health-care obligations to a separate trust. Goodyear will seed the trust with $1 billion.
The company earlier this year also announced changes to its salaried retiree health benefits.
Certain information contained in this free writing prospectus may constitute forward-looking
statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform
Act of 1995. There are a variety of factors, many of which are beyond the Companys control, which
affect its operations, performance, business strategy and results and could cause its actual
results and experience to differ materially from the assumptions, expectations and objectives
expressed in any forward-looking statements. These factors include, but are not limited to: actions
and initiatives taken by both current and potential competitors; increases in the prices paid for
raw materials and energy; the Companys ability to realize anticipated savings and operational
benefits from its cost reduction initiatives, including those expected to be achieved under the
Companys master labor contract with the United Steelworkers (USW) and those related to the closure
of certain of the Companys manufacturing facilities; whether or not the various contingencies and
requirements are met for the establishment of the Voluntary Employee Beneficiary Association (VEBA)
to be established to provide healthcare benefits for current and future USW retirees; the Companys
ability to execute its capital structure improvement plan, including completing the sale of its
Engineered Products business; potential adverse consequences of litigation involving the Company;
pension plan funding obligations as well as the effects of more general factors such as changes in
general market or economic conditions or in legislation, regulation or public policy. Additional
factors are discussed in the Companys filings with the Securities and Exchange Commission,
including the Companys annual reports on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K. In addition, any forward-looking statements represent our estimates only as of
today and should not be relied upon as representing our estimates as of any subsequent date. While
we may elect
to update forward-looking statements at some point in the future, we specifically disclaim any
obligation to do so, even if our estimates change.
The Company 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 Company has filed with the SEC for more
complete information about the Company and this offering. You may get these documents for free by
visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Company, any underwriter or
any dealer participating in the offering will arrange to send you the prospectus if you request it
by calling the Companys Investor Relations Department collect at 330-796-3751.