Form S-4/A

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

S-4/A 1 d104529ds4a.htm FORM S-4/A Form S-4/A

As filed with the Securities and Exchange Commission on March 30, 2021

No. 333-254482

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

The Goodyear Tire & Rubber Company

(Exact name of registrant as specified in its charter)


Ohio	3011	34-0253240
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

200 Innovation Way

Akron, Ohio 44316-0001

(330) 796-2121

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David E. Phillips

Senior Vice President and General Counsel

The Goodyear Tire & Rubber Company

200 Innovation Way

Akron, Ohio 44316-0001

(330) 796-2121

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:


Scott A. Barshay Kyle T. Seifried David S. Huntington Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 (212) 373-3000		Stephen Zamansky Senior Vice President, General Counsel & Secretary Cooper Tire & Rubber Company 701 Lima Avenue Findlay, Ohio 45840 (419) 423-1321		James P. Dougherty Benjamin L. Stulberg Jones Day 250 Vesey Street New York, New York 10281 (212) 326-3939

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the proposed merger described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer, solicitation or sale is not permitted.

PRELIMINARY, SUBJECT TO COMPLETION, DATED MARCH 30, 2021

LOGO

Cooper Tire & Rubber Company

701 Lima Avenue

Findlay, Ohio 45840

TRANSACTION PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of Cooper Tire & Rubber Company:

On February 22, 2021, Cooper Tire & Rubber Company (“Cooper Tire”) entered into an Agreement and Plan of Merger with The Goodyear Tire & Rubber Company (“Goodyear”), and Vulcan Merger Sub Inc., a direct, wholly owned subsidiary of Goodyear (“Merger Sub”), under which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Cooper Tire, with Cooper Tire continuing as the surviving corporation and as a direct, wholly owned subsidiary of Goodyear (the “merger”). If the merger is completed, each share of Cooper Tire common stock issued and outstanding immediately prior to the effective time of the merger (other than (i) shares of Cooper Tire common stock owned by Goodyear, Cooper Tire, Merger Sub or any of their respective direct or indirect wholly owned subsidiaries, (ii) shares of Cooper Tire common stock held in the treasury of Cooper Tire, (iii) shares of Cooper Tire common stock held by Cooper Tire stockholders that vote against the adoption of the merger agreement and properly exercised their appraisal rights under Delaware law and (iv) certain shares of Cooper Tire common stock subject to long-term incentive awards) will be converted into the right to receive $41.75 per share in cash and 0.907 of a share of Goodyear common stock (as such amount may potentially be adjusted), without interest and less any applicable withholding tax.

Based on Goodyear’s closing stock price on February 19, 2021, the last trading day before the public announcement of the execution of the merger agreement with Goodyear, the implied cash and stock consideration to be received by Cooper Tire stockholders is $54.36 per share of Cooper Tire common stock, which represents a premium of approximately 24% over Cooper Tire’s closing stock price on February 19, 2021. The value of the merger consideration to be received in exchange for each share of Cooper Tire common stock will fluctuate with the market value of shares of Goodyear common stock until the transaction is complete. The common stock of Cooper Tire is listed on the New York Stock Exchange under the symbol “CTB.” The common stock of Goodyear is listed on the Nasdaq Global Select Market under the symbol “GT.” Upon the completion of the merger, former Cooper Tire stockholders are expected to own approximately 16% of the then outstanding shares of Goodyear common stock, based on Goodyear’s outstanding equity as of February 19, 2021.

The affirmative vote of holders of a majority of the outstanding shares of Cooper Tire common stock entitled to vote thereon is required to approve and adopt the merger agreement. Because of this, Cooper Tire is holding a special meeting of its stockholders on April 30, 2021 to vote on the proposal necessary to complete the merger. Information about the Cooper Tire special meeting, the merger, the merger agreement and the other business to be considered by Cooper Tire stockholders at the Cooper Tire special meeting is contained in this proxy statement/prospectus. The board of directors of Cooper Tire (the “Cooper Tire Board”) has fixed the close of business on April 1, 2021 as the record date for the determination of Cooper Tire stockholders entitled to notice of, and to vote at, the Cooper Tire special meeting. Any stockholder entitled to attend and vote at the Cooper Tire special meeting is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of Cooper Tire common stock. We urge you to read this proxy statement/prospectus and the annexes and documents incorporated by reference carefully. You should also carefully consider the risks that are described in the “Risk Factors” section beginning on page 39.

Cooper Tire Board unanimously recommends that Cooper Tire stockholders vote “FOR” the proposal to approve and adopt the merger agreement, “FOR” approval, on a non-binding advisory basis, of the merger-related named executive officer compensation proposal and, if necessary or appropriate, “FOR” the adjournment proposal.

Your vote is very important, regardless of the number of shares of Cooper Tire common stock that you own. Whether or not you plan to attend the Cooper Tire special meeting, please complete, sign and date the enclosed proxy and return it promptly in the enclosed postage-paid return envelope, or give your proxy by telephone or over the Internet by following the instructions on the proxy card. You may revoke your proxy at any time prior to its exercise at the Cooper Tire special meeting in the manner described in the proxy statement/prospectus accompanying this letter. Completing a proxy now will not prevent you from being able to vote at the Cooper Tire special meeting by virtually attending the Cooper Tire special meeting and casting a vote. Your vote virtually at the Cooper Tire special meeting will supersede any previously submitted proxy.

If your shares of Cooper Tire common stock are held in “street name,” you should instruct your broker, bank or other nominee how to vote your shares of Cooper Tire common stock on each proposal in accordance with your voting instruction form.

If you fail to return your proxy or to attend the Cooper Tire special meeting virtually, your shares of Cooper Tire common stock will not be counted for purposes of determining whether a quorum is present at the Cooper Tire special meeting and will have the same effect as a vote cast “AGAINST” the adoption of the merger agreement.

Thank you for your continued support, interest and investment in Cooper Tire.

Sincerely,

Bradley E. Hughes

President and

Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the other transactions described in this proxy statement/prospectus or the securities to be issued in connection with the merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [ ], 2021, and is first being mailed to Cooper Tire stockholders on or about [ ], 2021.

LOGO

Cooper Tire & Rubber Company

701 Lima Avenue

Findlay, Ohio 45840

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on April 30, 2021

To the Stockholders of Cooper Tire & Rubber Company:

We are pleased to invite you to attend the special meeting of stockholders of Cooper Tire & Rubber Company, a Delaware corporation (“Cooper Tire”), which will be held virtually at [ ] at 10:00 a.m., Eastern Time, on April 30, 2021, for the following purposes:

•

to vote on a proposal to adopt the Agreement and Plan of Merger, dated as of February 22, 2021, by and among The Goodyear Tire & Rubber Company, an Ohio corporation, Vulcan Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Goodyear, and Cooper Tire (as it may be amended from time to time, the “merger agreement”), which is further described in the sections titled “The Merger” and “The Merger Agreement”, beginning on pages 49 and 91, respectively, and a copy of which is attached as Annex A to the proxy statement/prospectus of which this notice is a part (the “merger proposal”);

•

to vote on a non-binding advisory proposal to approve the compensation that may be paid or become payable to Cooper Tire’s named executive officers that is based on or otherwise relates to the merger (the “merger-related named executive officer compensation proposal”); and

•

to approve the adjournment of the Cooper Tire special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement (the “adjournment proposal”).

Cooper Tire will transact no other business at the Cooper Tire special meeting except such business as may properly be brought before the Cooper Tire special meeting or any adjournment or postponement thereof by or at the direction of Cooper Tire’s Board of Directors (the “Cooper Tire Board”). Please refer to the proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the Cooper Tire special meeting.

As part of Cooper Tire’s precautions regarding COVID-19, the Cooper Tire special meeting will be a “virtual” meeting. Cooper Tire stockholders of record as of the record date can participate in the Cooper Tire special meeting online at [ ] at the appointed date and time. The proxy materials for the Cooper Tire special meeting which are a part of this proxy statement/prospectus will also be available electronically through the SEC’s website at www.sec.gov. See “Where You Can Find More Information” beginning on page 192. This “virtual” approach to the Cooper Tire special meeting also provides a convenient way for Cooper Tire stockholders as of the record date to vote, enables greater Cooper Tire stockholder participation in the proceedings and reduces the cost and environmental impact of the Cooper Tire special meeting.

To participate in the Cooper Tire special meeting, you will need the 16-digit stockholder control number located on your proxy card or on the instructions that accompanied your proxy materials for the Cooper Tire special meeting to log in to the Cooper Tire special meeting at [ ]. Please keep your stockholder control number in a safe place so it is available to you for the Cooper Tire special meeting. Using this control number, you will be able to listen to the Cooper Tire special meeting live, submit questions and vote online. Cooper Tire encourages you to access the Cooper Tire special meeting before the start time of 10:00 a.m., Eastern Time, on April 30, 2021. Please allow ample time for online check-in, which will begin at 9:45 a.m., Eastern Time, on April 30, 2021.

The Cooper Tire Board has fixed the close of business on April 1, 2021 as the record date for the Cooper Tire special meeting. Only Cooper Tire stockholders of record at the record date are entitled to receive notice of, and

to vote at, the Cooper Tire special meeting and any adjournment or postponement thereof. A complete list of Cooper Tire stockholders entitled to vote at the Cooper Tire special meeting will be available for a period of at least 10 days prior to the Cooper Tire special meeting. If you would like to inspect the list of Cooper Tire stockholders of record, please contact Cooper Tire’s Investor Relations department at (419) 424-4165 or investorrelations@coopertire.com to schedule an appointment or request access.

The affirmative vote of holders of a majority of the outstanding shares of Cooper Tire common stock entitled to vote thereon is required to approve the merger proposal.

The Cooper Tire Board has unanimously determined that the merger is fair to and in the best interests of Cooper Tire and Cooper Tire stockholders, approved and declared advisable the execution, delivery and performance of the merger agreement and the transactions contemplated thereby, including the merger, and directed that the merger agreement be submitted to Cooper Tire stockholders for adoption at a meeting of such stockholders and unanimously recommends that Cooper Tire stockholders vote “FOR” the merger proposal, “FOR” the merger-related named executive officer compensation proposal and, if necessary or appropriate, “FOR” the adjournment proposal.

The proxy statement/prospectus of which this notice is a part provides a detailed description of the merger and the merger agreement and the other matters to be considered at the Cooper Tire special meeting. We urge you to carefully read this proxy statement/prospectus, including any documents incorporated by reference herein, and the annexes in their entirety. In particular, we urge you to carefully read the section titled “Risk Factors” beginning on page 39.

If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies or need help voting your shares of Cooper Tire common stock, please contact Georgeson, Cooper Tire’s proxy solicitor:

Georgeson LLC

1290 Avenue of the Americas, 9th Floor

New York, New York 10104

Telephone: (212) 440-9800

Please do not send any stock certificates at this time. If the merger is completed, you will receive instructions for surrendering your Cooper Tire stock certificates in exchange for the merger consideration from the exchange agent.

BY ORDER OF THE COOPER TIRE BOARD

Stephen Zamansky

Senior Vice President,

General Counsel & Secretary

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about Goodyear and Cooper Tire from other documents that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 192.

You can obtain any of the documents incorporated by reference into this proxy statement/prospectus without charge by requesting them in writing or by telephone as follows:

For information related to Cooper Tire:

Cooper Tire & Rubber Company

701 Lima Avenue

Findlay, Ohio 45840

Attention: Investor Relations

Telephone: (419) 424-4165

or from Georgeson, Cooper Tire’s proxy solicitor, at:

Georgeson LLC

1290 Avenue of the Americas, 9th Floor

New York, New York 10104

Telephone: (212) 440-9800

For information related to Goodyear:

The Goodyear Tire & Rubber Company

200 Innovation Way

Akron, Ohio 44316-0001

Attention: Investor Relations

Telephone: (330) 796-3751

To receive timely delivery of the documents in advance of the special meeting of Cooper Tire stockholders, you should make your request no later than April 23, 2021, which is five business days before the Cooper Tire special meeting.

You may also obtain any of the documents incorporated by reference into this proxy statement/prospectus without charge through the Securities and Exchange Commission (the “SEC”) website at www.sec.gov. In addition, you may obtain copies of documents filed by Goodyear with the SEC by accessing Goodyear’s website at corporate.goodyear.com under the tab “Investors” and then under the heading “Financial Reports.” You may also obtain copies of documents filed by Cooper Tire with the SEC by accessing Cooper Tire’s website at www.coopertire.com under the tab “Investors” and then under the heading “Filings & Financials.”

We are not incorporating the contents of the websites of Goodyear, Cooper Tire or any other entity into this proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites only for your convenience.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Goodyear (File No. 333-254482), constitutes a prospectus of Goodyear under Section 5 of the Securities Act, with respect to the shares of Goodyear common stock to be issued to Cooper Tire stockholders pursuant to the merger agreement described herein. This document also constitutes a proxy statement of Cooper Tire under Section 14(a) of the Exchange Act. It also constitutes a notice of meeting with respect to the Cooper Tire special meeting, at which Cooper Tire stockholders will be asked to consider and vote on the adoption of the merger agreement and other related proposals.

You should rely only on the information contained in, and incorporated by reference into, this proxy statement/prospectus. Goodyear and Cooper Tire have not authorized anyone to provide you with information other than the information that is contained in, or incorporated by reference into, this proxy statement/prospectus. Goodyear and Cooper Tire take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. This proxy statement/prospectus is dated [ ], 2021, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein. Further, you should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to Cooper Tire stockholders nor the issuance by Goodyear of shares of Goodyear common stock pursuant to the merger agreement will create any implication to the contrary.

This proxy statement/prospectus is neither an offer to sell, nor a solicitation of an offer to buy, any securities, the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the merger or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Goodyear has supplied all information contained in, and incorporated by reference into, this proxy statement/prospectus relating to Goodyear and Merger Sub, and Cooper Tire has supplied all such information relating to Cooper Tire.

TABLE OF CONTENTS


DEFINED TERMS			1

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE COOPER TIRE SPECIAL MEETING			4

SUMMARY			17

Information about the Companies			17
The Merger			18
Merger Consideration			18
Financing of the Transaction and Treatment of Existing Debt			18
Treatment of Cooper Tire Stock Options and Other Long-Term Incentive Awards			19
Recommendation of the Cooper Tire Board			20
Opinion of Cooper Tire’s Financial Advisor			20
Interests of Directors and Executive Officers of Cooper Tire in the Merger			20
Material U.S. Federal Income Tax Consequences			21
Accounting Treatment of the Merger			22
Litigation Relating to the Merger			22
Appraisal Rights			22
Regulatory Approvals Required for the Merger			23
Conditions to Completion of the Merger			23
No Solicitation			24
Termination of the Merger Agreement; Termination Fees			25
Cooper Tire Special Meeting			27
Risk Factors			30

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA			31

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			33

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA COMBINED PER SHARE INFORMATION			34

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION			35

Market Prices			35
Dividends			35

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			37

RISK FACTORS			39

Risks Related to the Merger			39
Risks Relating to Goodyear After Completion of the Merger			45
Other Risk Factors of Goodyear and Cooper Tire			48

THE MERGER			49

Background of the Merger			49
Cooper Tire Board Recommendation and Its Reasons for the Transaction			58
Financing of the Transaction and Treatment of Existing Debt			60
Opinion of Cooper Tire’s Financial Advisor			60
Cooper Tire Unaudited Prospective Financial Information			66
Interests of Directors and Executive Officers of Cooper Tire in the Merger			68
Share Ownership of Directors, Executive Officers and Certain Beneficial Owners of Cooper Tire			80
Beneficial Ownership of Shares			81
Director and Officer Indemnification			82
Accounting Treatment of the Merger			82
Regulatory Approvals Required for the Merger			82
Litigation Relating to the Merger			83


Treatment of Cooper Tire Stock Options and Other Long-Term Incentive Awards			83
Listing of Goodyear Common Stock; Delisting and Deregistration of Cooper Tire Common Stock			84
Material U.S. Federal Income Tax Consequences			85
Restrictions on Sales of Shares of Goodyear Common Stock Received in the Merger			90
Certain Contracts between Goodyear and Cooper Tire			90

THE MERGER AGREEMENT			91

Explanatory Note Regarding the Merger Agreement			91
Structure of the Merger			91
Certificate of Incorporation and Bylaws of the Surviving Corporation			91
Timing of Closing			91
Merger Consideration			92
Dissenting Stockholders			95
Financing and Financing Cooperation			96
Covenants and Agreements			99
Representations and Warranties			116
Material Adverse Effect			118
Conditions to Completion of the Merger			120
Termination of the Merger Agreement			121
Expenses			125
Amendments; Waivers			125
Governing Law; Jurisdiction; Waiver of Jury Trial			125
Specific Performance			125
Third-Party Beneficiaries			126

INFORMATION ABOUT THE COMPANIES			127

Goodyear			127
Cooper Tire			127
Merger Sub			127

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS			128

COOPER TIRE SPECIAL MEETING			144

Date, Time and Place			144
Purpose of the Cooper Tire Special Meeting			144
Recommendation of the Cooper Tire Board			144
Record Date; Cooper Tire Stockholders Entitled to Vote			145
Quorum; Adjournment			145
Required Vote; Broker Non-Votes and Abstentions			146
Voting of Proxies by Holders of Record			147
Attendance at the Cooper Tire Special Meeting and Voting Virtually			148
Revocability of Proxies			149
Solicitation			149
Assistance			149
Tabulation of Votes			150

COOPER TIRE PROPOSALS			151

NON-BINDING ADVISORY VOTE ON MERGER-RELATED NAMED EXECUTIVE OFFICER COMPENSATION FOR COOPER TIRE’S NAMED EXECUTIVE OFFICERS			153

APPRAISAL RIGHTS			154

General			154
How to Exercise and Perfect Your Appraisal Rights			155
Who May Exercise Appraisal Rights			156
Surviving Corporation’s Actions After Completion of the Merger			157


DESCRIPTION OF GOODYEAR COMMON STOCK			160

Goodyear Common Stock			160
Certain Provisions of Ohio Law and Goodyear’s Articles of Incorporation and Goodyear’s Code of Regulations			161

COMPARISON OF RIGHTS OF SHAREHOLDERS OF GOODYEAR AND STOCKHOLDERS OF COOPER TIRE			163

General			163
Comparison of Shareholders’/Stockholders’ Rights			163

VALIDITY OF COMMON STOCK			188

EXPERTS			189

STOCKHOLDER PROPOSALS AND NOMINATIONS FOR COOPER TIRE’S 2021 ANNUAL MEETING OF STOCKHOLDERS			190

HOUSEHOLDING OF PROXY STATEMENT/PROSPECTUS			191

WHERE YOU CAN FIND MORE INFORMATION			192

Goodyear SEC Filings			192
Cooper Tire SEC Filings			192

Annex A: Agreement and Plan of Merger			A-1

Annex B: Section 262 of the General Corporation Law of the State of Delaware			B-1

Annex C: Opinion of Goldman Sachs & Co. LLC			C-1

DEFINED TERMS

Unless stated otherwise, when the following bolded terms and abbreviations appear in this proxy statement/prospectus, they have the meanings indicated below:


antitrust laws		the HSR Act, the Sherman Act, the Clayton Act, the Federal Trade Commission Act (in each case, as amended) and any other United States federal or state or foreign laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade

Code		the Internal Revenue Code of 1986, as amended

commitment letter		(i) the commitment letter, dated as of February 22, 2021, from JPMorgan Chase Bank, N.A., as amended and restated by that certain amended and restated commitment letter, dated as of March 19, 2021, from JPMorgan Chase Bank, N.A. and other financial institutions, pursuant to which, subject to the terms and conditions set forth therein, JPMorgan Chase Bank, N.A. and the other financial institutions party thereto have committed to provide to Goodyear the bridge facility debt financing (see “financing” defined below) in connection with the merger and the other transactions contemplated by the merger agreement and (ii) the executed fee letters referenced therein, in each case, as may be amended and restated from time to time (in the event that any portion of the financing becomes unavailable and Goodyear obtains any alternative financing commitment letter, the terms “commitment letter” and “financing” will include any such alternative financing commitment letter and the alternative financing contemplated thereby (in lieu of the commitment letter and the financing so replaced), as applicable)

Cooper Tire		Cooper Tire & Rubber Company, a corporation organized under the laws of Delaware

Cooper Tire Board		the board of directors of Cooper Tire

Cooper Tire common stock		the common stock of Cooper Tire, par value $1.00 per share

Cooper Tire special meeting		the special meeting of Cooper Tire stockholders to consider and vote upon the merger proposal and related matters (including any adjournments or postponements thereof)

Cooper Tire stockholder		a holder of shares of Cooper Tire common stock

COVID-19		COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof) or associated epidemics, pandemic or disease outbreaks

COVID-19 measures		With respect to either Cooper Tire or Goodyear or such party’s respective subsidiaries, (i) any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, shut down, closure or sequester order, guideline, recommendation or law, or any other applicable laws, guidelines or recommendations by any governmental entity in connection with or in response to COVID-19 and (ii) such other measures taken by either Cooper Tire or Goodyear and/or any of such party’s subsidiaries to the extent determined in good faith by such party to be reasonably necessary to avoid or mitigate material risk of physical injury or harm to any human person (or to otherwise protect or preserve the health or safety of any human person) or a material financial loss or damage to such party or its subsidiaries in connection with or in response to COVID-19 or any other global or regional health event

DGCL		the General Corporation Law of the State of Delaware, as amended

DOJ		the U.S. Department of Justice


effective time		the date and time at which the certificate of merger with respect to the merger is duly filed with the Secretary of State of the State of Delaware or at such later time as Goodyear and Cooper Tire may agree in writing and specify in such certificate of merger

Exchange Act		the Securities Exchange Act of 1934, as amended

FDI laws		the applicable laws governing investments by certain persons in strategic business sectors, including those raising national security considerations, in any country where Goodyear, Cooper Tire or any of their respective subsidiaries do business

financing		the bridge facility debt financing committed pursuant to the commitment letter (in the event that any portion of the financing becomes unavailable and Goodyear obtains any alternative financing commitment letter, the terms “commitment letter” and “financing” will include any such alternative financing commitment letter and the alternative financing contemplated thereby (in lieu of the commitment letter and the financing so replaced), as applicable)

FTC		the U.S. Federal Trade Commission

Goldman Sachs		Goldman Sachs & Co. LLC

Goodyear		The Goodyear Tire & Rubber Company, a corporation organized under the laws of Ohio

Goodyear Board		the board of directors of Goodyear

Goodyear common stock		the common stock of Goodyear, without par value

Goodyear shareholder		a holder of shares of Goodyear common stock

HSR Act		the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended

law		any international, national, federal, state or local law, including common law, statute, code, ordinance, constitution, treaty, convention, regulation or rule or other similar requirements of any governmental entity

merger or transaction		both terms refer to the merger of Merger Sub with and into Cooper Tire, with Cooper Tire continuing as the surviving corporation and a direct, wholly owned subsidiary of Goodyear

merger agreement		the Agreement and Plan of Merger, dated as of February 22, 2021, by and among Goodyear, Cooper Tire and Merger Sub, a copy of which is attached as Annex A to this proxy statement/prospectus (as it may be amended from time to time)

Merger Sub		Vulcan Merger Sub Inc., a corporation organized under the laws of Delaware and a direct, wholly owned subsidiary of Goodyear

Nasdaq		the Nasdaq Global Select Market

Non-U.S. Holder		a beneficial owner of shares of Cooper Tire common stock or, after the completion of the merger, shares of Goodyear common stock that, for U.S. federal income tax purposes, is an individual, corporation, estate or trust that is not a U.S. Holder

NYSE		the New York Stock Exchange

ORC		the Ohio Revised Code, as amended

SEC		the Securities and Exchange Commission



Securities Act		the Securities Act of 1933, as amended

U.S. Holder		a beneficial owner of shares of Cooper Tire common stock that is, for U.S. federal income tax purposes, (1) an individual who is a citizen or resident of the United States, (2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia, (3) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) such trust has made a valid election to be treated as a U.S. person for U.S. federal income tax purposes or (4) an estate the income of which is subject to U.S. federal income taxation regardless of its source

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE COOPER TIRE SPECIAL MEETING

The following questions and answers briefly address some commonly asked questions about the merger agreement, the merger, other transactions contemplated by the merger agreement, and the Cooper Tire special meeting. They may not include all of the information that is important to Cooper Tire stockholders. Cooper Tire stockholders should carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to or incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 192.

Q: What is the merger agreement and what is the merger?

Goodyear, Merger Sub and Cooper Tire have entered into the merger agreement. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus. The merger agreement contains the terms and conditions of the proposed acquisition of Cooper Tire by Goodyear. Under the merger agreement, subject to the satisfaction (or, to the extent permitted by applicable law and in accordance with the merger agreement, waiver) of the conditions to the merger set forth in the merger agreement and described in this proxy statement/prospectus, at the closing of the merger, Merger Sub will merge with and into Cooper Tire, with Cooper Tire continuing as the “surviving corporation” and a direct, wholly owned subsidiary of Goodyear.

As a result of the merger, Cooper Tire will become a direct, wholly owned subsidiary of Goodyear and will no longer be a publicly held company. Goodyear will issue up to approximately 46.4 million shares of Goodyear common stock to Cooper Tire stockholders in the merger (including shares of Goodyear common stock to be issued in connection with outstanding Cooper Tire long-term incentive awards). As a result of these issuances, current Goodyear shareholders and Cooper Tire stockholders are expected to hold approximately 84% and 16%, respectively, of the outstanding shares of Goodyear common stock immediately following completion of the merger. In addition, following the merger, Cooper Tire common stock will be delisted from the NYSE and will be deregistered under the Exchange Act, after which Cooper Tire will no longer be required under SEC rules and regulations to file periodic reports with the SEC in respect of Cooper Tire common stock.

Q: Why am I receiving these materials?

Goodyear and Cooper Tire are sending these materials to Cooper Tire stockholders to help them decide how to vote their shares of Cooper Tire common stock with respect to the merger and other matters to be considered at the Cooper Tire special meeting.

The affirmative vote of holders of a majority of the outstanding shares of Cooper Tire common stock entitled to vote thereon is required to approve and adopt the merger agreement. Cooper Tire is holding a special meeting of its stockholders to vote on the proposal to adopt the merger agreement and other related proposals. Information about the Cooper special meeting, the merger and the other business to be considered by stockholders at the Cooper Tire special meeting is contained in this proxy statement/prospectus.

This proxy statement/prospectus constitutes both a proxy statement of Cooper Tire and a prospectus of Goodyear.

It is a proxy statement because the Cooper Tire Board is soliciting proxies from its stockholders to vote in favor of the proposal to adopt the merger agreement at the Cooper Tire special meeting or at any adjournment or postponement of the Cooper Tire special meeting. The Cooper Tire Board has unanimously recommended that Cooper Tire stockholders vote in favor of the merger proposal. Cooper Tire stockholders are also being asked to vote to approve the merger-related named executive officer compensation proposal on a non-binding advisory basis and, if necessary or appropriate, the adjournment of the Cooper Tire special meeting.

It is a prospectus because Goodyear will issue shares of Goodyear common stock as the stock consideration portion of the merger consideration in exchange for outstanding shares of Cooper Tire common stock in the merger.

Q: What will Cooper Tire stockholders receive in the merger?

In connection with the merger, Cooper Tire stockholders will receive the merger consideration, which consists of (i) $41.75 in cash, without interest, per share of Cooper Tire common stock (as such amount of cash may potentially be adjusted as described under the heading “The Merger Agreement—Merger Consideration—Share Cap Adjustment”, the “per share cash consideration”) and (ii) 0.907 of a validly issued, fully paid and non-assessable share of Goodyear common stock (as such amount may potentially be adjusted as described under the heading “The Merger Agreement—Merger Consideration—Share Cap Adjustment”, the “exchange ratio”) (such cash consideration and stock consideration together, as they may potentially be adjusted pursuant to the merger agreement as described below, the “merger consideration”) for each share of Cooper Tire common stock that they own immediately prior to the closing of the merger (other than (i) shares of Cooper Tire common stock owned by Goodyear, Cooper Tire, Merger Sub or any of their respective direct or indirect wholly owned subsidiaries, (ii) shares of Cooper Tire common stock held in the treasury of Cooper Tire, (iii) shares of Cooper Tire common stock held by Cooper Tire stockholders that have not been voted for the adoption of the merger agreement and properly exercised their appraisal rights under Delaware law (“dissenting shares” and, together with (i) and (ii), “cancelled shares”) and (iv) certain shares of Cooper Tire common stock subject to long-term incentive awards that will be treated in the manner described under the heading “The Merger—Treatment of Cooper Tire Stock Options and Other Long-Term Incentive Awards”).

If the merger would otherwise result in the issuance of shares of Goodyear common stock (including shares of Goodyear common stock that would be deliverable pursuant to converted long-term incentive awards pursuant to the merger agreement) in excess of 19.9% of the outstanding shares of Goodyear common stock immediately prior to the closing of the merger (the “share cap”), (i) the exchange ratio will be reduced by the smallest number (rounded up to the nearest 0.0001) that causes the total number of shares of Goodyear common stock (including shares of Goodyear common stock that would be deliverable pursuant to converted long-term incentive awards pursuant to the merger agreement) issuable in connection with the merger to not exceed the share cap (the “exchange ratio reduction number”) and (ii) the per share cash consideration will be increased by an amount in cash equal to (x) the exchange ratio reduction number multiplied by (y) the volume weighted average price per share of Goodyear common stock for the 10 consecutive trading days ending two trading days prior to the closing date as reported by Bloomberg, L.P. (the “parent closing price”).

No fractional shares of Goodyear common stock will be issued in connection with the merger. Each Cooper Tire stockholder that otherwise would have been entitled to receive a fractional share of Goodyear common stock will have the right to receive an amount in cash, without interest, rounded to the nearest cent, equal to the product of (i) such fractional part of a share of Goodyear common stock multiplied by (ii) the parent closing price, in lieu of such fractional share. Goodyear shareholders will continue to own their existing shares of Goodyear common stock, the form of which will not be changed by the transaction. For more details on the merger consideration, see “The Merger Agreement—Merger Consideration” beginning on page 92.

Q: What equity stake will Cooper Tire stockholders hold in Goodyear immediately following the merger?

Upon the completion of the merger, based on the exchange ratio, the estimated number of shares of Goodyear common stock issuable as the stock consideration is up to approximately 46.4 million shares, which will result in former Cooper Tire stockholders holding approximately 16% of the outstanding fully diluted Goodyear common stock based on the number of outstanding shares of common stock and outstanding long-term incentive awards of Goodyear and Cooper Tire as of March 26, 2021, the most recent practicable date for which such information was available.

For more details on the merger consideration and the treatment of Cooper Tire stock options and other long-term incentive awards, see “The Merger Agreement—Merger Consideration” beginning on page 92 and “The Merger—Treatment of Cooper Tire Stock Options and Other Long-Term Incentive Awards” beginning on page 83.

Q: When do Cooper Tire and Goodyear expect to complete the merger?

Goodyear and Cooper Tire are working to complete the merger as soon as practicable and currently expect that the transaction will be completed in the second half of 2021. Neither Goodyear nor Cooper Tire can predict, however, the actual date on which the transaction will be completed (or that it will be completed at all) because it is subject to conditions beyond each company’s control, including receipt of required regulatory approvals and approval of the merger proposal by Cooper Tire stockholders. See “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 120 for more information.

Q: Is Goodyear’s obligation to complete the merger subject to Goodyear receiving financing?

No. Goodyear’s obligations under the merger agreement are not subject to any condition regarding its ability to finance, or obtain financing for, the merger.

For more details on the financing for the merger, see “The Merger Agreement—Financing and Financing Cooperation” beginning on page 96.

Q: What happens if the merger is not completed?

If the merger agreement is not adopted by Cooper Tire stockholders or if the merger is not completed for any other reason, Cooper Tire stockholders will not receive any consideration for their shares of Cooper Tire common stock. Instead, Cooper Tire will remain an independent public company, Cooper Tire common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and Cooper Tire will continue to file periodic reports with the SEC. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 121 for more information.

Q: Will the shares of Goodyear common stock I acquire in the merger receive a dividend?

After the closing of the merger, as a Goodyear shareholder, you will receive the same dividends on shares of Goodyear common stock that all other holders of shares of Goodyear common stock will receive with any dividend record date that occurs after the closing of the merger. On April 16, 2020, the Goodyear Board announced the suspension of the quarterly payment of dividends on shares of Goodyear common stock. Goodyear last paid a dividend on shares of Goodyear common stock on March 2, 2020 of $0.16 per share.

Q: Will I continue to receive dividends in respect of my shares of Cooper Tire common stock?

Prior to the closing of the merger, if Goodyear has resumed its quarterly dividend (and subject to Goodyear providing prior written notice to Cooper Tire of its intention to resume its quarterly dividend), Cooper Tire and

Goodyear will coordinate the record and payment dates for their quarterly dividends in respect of their common stock to ensure that you do not receive two dividends, or fail to receive one dividend, in any quarter with respect to your shares of Cooper Tire common stock and the Goodyear common stock that you receive in exchange therefor in the merger.

In addition, and without limiting the requirements of the previous sentence, Cooper Tire is permitted to make, set aside, declare or pay scheduled quarterly dividends in respect of shares of Cooper Tire common stock in an amount not in excess of $0.105 per share of Cooper Tire common stock and Cooper Tire has agreed in the merger agreement that the date on which it declares any such quarterly dividend and the record date with respect to any quarterly dividend shall be (x) no later than five business days following and (y) no earlier than two business days preceding, in each case, the one year anniversary of such dates for the corresponding quarter of the preceding year.

After the closing of the merger, former Cooper Tire stockholders who hold Cooper Tire share certificates or book-entry shares will not be entitled to be paid dividends otherwise payable on the shares of Goodyear common stock into which their shares of Cooper Tire common stock are exchangeable until they surrender their Cooper Tire share certificates or book-entry shares according to the instructions provided to them. Dividends will be accrued for these stockholders and they will receive the accrued dividends, without interest, when they surrender their Cooper Tire share certificates or book-entry shares.

After the closing of the merger, all Goodyear dividends will remain subject to approval by the Goodyear Board.

Q: What am I being asked to vote on, and why is this approval necessary?

Cooper Tire stockholders are being asked to vote on the following proposals:

a proposal to adopt the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus, which is further described in the sections titled “The Merger” and “The Merger Agreement”, beginning on pages 49 and 91, respectively (the “merger proposal”);

an advisory (non-binding) proposal to approve the compensation that may be paid or become payable to Cooper Tire’s named executive officers that is based on or otherwise relates to the merger (the “merger-related named executive officer compensation proposal”); and

a proposal to approve the adjournment of the Cooper Tire special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement (the “adjournment proposal”).

Approval of the merger proposal by the affirmative vote of holders of a majority of the outstanding shares of Cooper Tire common stock entitled to vote thereon is required for completion of the merger. The completion of the merger is not conditioned on the approval of the merger-related named executive officer compensation proposal or the adjournment proposal.

Q: What vote is required to approve each proposal at the Cooper Tire special meeting?

The merger proposal: The affirmative vote of holders of a majority of the outstanding shares of Cooper Tire common stock entitled to vote thereon is required to approve the merger proposal (the “Cooper Tire stockholder approval”).

The merger-related named executive officer compensation proposal: The affirmative vote of holders of a majority of the outstanding shares of Cooper Tire common stock present in person or represented by proxy at the Cooper Tire special meeting and entitled to vote thereon is required to approve the advisory (non-binding)

merger-related named executive officer compensation proposal. Because the vote on the merger-related named executive officer compensation proposal is advisory only, it will not be binding on either Cooper Tire or Goodyear. Accordingly, if the merger agreement is adopted and the merger is completed, the merger-related named executive officer compensation will be payable to Cooper Tire’s named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of Cooper Tire stockholders.

The adjournment proposal: The affirmative vote of the holders of a majority of the outstanding shares of Cooper Tire common stock present in person or represented by proxy at the Cooper Tire special meeting and entitled to vote thereon is required to approve the adjournment proposal. If Cooper Tire stockholders approve the adjournment proposal, subject to the terms of the merger agreement, Cooper Tire could adjourn the Cooper Tire special meeting and use the additional time to solicit additional proxies, including soliciting proxies from Cooper Tire stockholders who have previously voted. Cooper Tire does not intend to call a vote on the adjournment proposal if the merger proposal is approved at the Cooper Tire special meeting.

Virtual attendance at the Cooper Tire special meeting constitutes presence in person for purposes of the vote required under the bylaws of Cooper Tire, as amended (“Cooper Tire’s bylaws”).

Q: What happens if the non-binding advisory merger-related named executive officer compensation proposal is not approved?

Because the vote on the merger-related named executive officer compensation proposal is advisory only, it will not be binding on either Cooper Tire or Goodyear. Accordingly, if the merger agreement is adopted and the merger is completed, the merger-related named executive officer compensation will be payable to Cooper Tire’s named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding advisory vote of Cooper Tire stockholders.

Q: What constitutes a quorum?

The presence at the Cooper Tire special meeting, in person or by proxy, of the holders of a majority of the outstanding shares of Cooper Tire common stock entitled to vote at the Cooper Tire special meeting will constitute a quorum for the transaction of business at the Cooper Tire special meeting. Virtual attendance at the Cooper Tire special meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the Cooper Tire special meeting. Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the Cooper Tire special meeting. The proposals for consideration at the Cooper Tire special meeting are considered “non-routine” matters under NYSE Rule 452, and, therefore, shares of Cooper Tire common stock held in “street name” through a broker, bank or other nominee will not be counted as present for the purpose of determining the existence of a quorum if no instructions have been provided to such entity on how to vote on any such proposals.

A quorum of Cooper Tire stockholders is necessary to transact business at the Cooper Tire special meeting. Under Cooper Tire’s bylaws, if a quorum fails to attend any meeting, Cooper Tire stockholders who are present in person or by proxy and entitled to vote at such meeting may adjourn the meeting from time to time, without notice other than by announcement at such meeting, to another date, place, if any, and time until a quorum is present. If the adjournment is for more than 30 days or if after the adjournment, a new record date is fixed for the adjourned meeting, Cooper Tire will provide a notice of the adjourned meeting to each stockholder of record entitled to vote at such meeting.

Even if a quorum is present, the Cooper Tire special meeting may also be adjourned in order to provide more time to solicit additional proxies in favor of the merger proposal if sufficient votes are cast in favor of the adjournment proposal. Cooper Tire does not intend to call a vote on the adjournment proposal if the merger proposal is approved at the Cooper Tire special meeting.

Q: How does the Cooper Tire Board recommend that I vote?

The Cooper Tire Board unanimously recommends that Cooper Tire stockholders vote “FOR” the merger proposal, “FOR” the merger-related named executive officer compensation proposal and, if necessary or appropriate, “FOR” the adjournment proposal.

Q: What do I need to do now?

After carefully reading and considering the information contained in, and incorporated by reference into, this proxy statement/prospectus, please vote your shares of Cooper Tire common stock as soon as possible so that your shares of Cooper Tire common stock will be represented at the Cooper Tire special meeting. Please follow the instructions set forth on the accompanying proxy card or on the voting instruction form provided by the record holder if your shares of Cooper Tire common stock are held in the name of your broker, bank or other nominee.

Please do not submit your Cooper Tire share certificates at this time. If the merger is completed, you will receive instructions for surrendering your Cooper Tire share certificates or book-entry shares in exchange for the merger consideration from the exchange agent.

Please carefully consider the information contained in, and incorporated by reference into, this proxy statement/prospectus. Whether or not you plan to attend the Cooper Tire special meeting, Cooper Tire encourages you to submit your proxy to vote via the Internet, by telephone or by mail so that your shares of Cooper Tire common stock will be voted in accordance with your wishes even if you later decide not to attend the Cooper Tire special meeting.

Q: Who will bear the cost of soliciting votes for the Cooper Tire special meeting?

Goodyear and Cooper Tire will each bear their own costs related to the merger and the retention of any proxy solicitor or other service provider in connection with the merger, except for the expenses incurred in connection with the filing of this document, which will be paid by Goodyear, and the expenses incurred in connection with the printing and mailing of this document, which will be paid by Cooper Tire. This proxy solicitation is being made by Cooper Tire on behalf of the Cooper Tire Board. Cooper Tire has hired Georgeson LLC, a proxy solicitation firm (“Georgeson”), to assist in the solicitation of proxies, and will pay Georgeson a fee of approximately $20,000, plus certain costs associated with additional services, if required. In addition, Goodyear has hired Innisfree M&A Incorporated (“Innisfree”) to advise Goodyear in connection with the solicitation of proxies and will pay Innisfree a customary fee, plus certain costs associated with additional services, if required. In addition to this mailing, proxies may be solicited by Georgeson, Innisfree, directors, officers or employees of Cooper Tire or Goodyear or their respective affiliates in person, by mail, by telephone or by electronic transmission. None of the directors, officers or employees of Cooper Tire or Goodyear will be directly compensated for such services.

Q: Why is the Cooper Tire special meeting being held “virtually”?

As part of Cooper Tire’s precautions regarding COVID-19, the Cooper Tire special meeting will be a virtual meeting, as permitted by Delaware law and Cooper Tire’s bylaws. A virtual special meeting format is expected to facilitate and increase Cooper Tire stockholder attendance and participation by enabling Cooper Tire stockholders of record to participate fully and equally from any location around the world.

Cooper Tire remains sensitive to concerns regarding virtual meetings generally from investor advisory groups and other stockholder rights advocates who have voiced concerns that virtual meetings may diminish stockholder voice or reduce accountability. Cooper Tire’s bylaws provide that special meetings of Cooper Tire stockholders may be held by means of remote communication, subject to such guidelines and procedures as the Cooper Tire Board may adopt from time to time. Accordingly, Cooper Tire has designed the procedures for the virtual Cooper Tire special meeting format to comply with these requirements and to enhance, rather than constrain, Cooper Tire stockholder access, participation and communication. In preparation for the virtual Cooper Tire special meeting,

(i) Cooper Tire will implement reasonable measures to verify that each person deemed present and permitted to vote at the Cooper Tire special meeting is a Cooper Tire stockholder of record or proxy holder, (ii) Cooper Tire will implement reasonable measures to provide Cooper Tire stockholders of record and proxy holders a reasonable opportunity to participate in the Cooper Tire special meeting and to vote on matters submitted to Cooper Tire stockholders of record, including an opportunity to read or hear the proceedings of the Cooper Tire special meeting substantially concurrently with such proceedings, and (iii) Cooper Tire will maintain a record of any votes or other action taken by Cooper Tire stockholders of record or proxy holders at the Cooper Tire special meeting. Additionally, the online format allows Cooper Tire stockholders to communicate with Cooper Tire during the Cooper Tire special meeting so they can ask appropriate questions of the Cooper Tire Board or Cooper Tire management. Information regarding the ability of Cooper Tire stockholders to ask questions during the Cooper Tire special meeting and related rules of conduct at the Cooper Tire special meeting will be posted on Cooper Tire’s investor relations page (investors.coopertire.com) in advance of the Cooper Tire special meeting. Similarly, matters addressing technical and logistical issues, including technical support during the Cooper Tire special meeting and related to accessing the Cooper Tire special meeting’s virtual meeting platform, will be available at [ ].

Q: How can I attend and participate in the Cooper Tire special meeting?

The Cooper Tire special meeting will be held virtually. Cooper Tire stockholders of record as of the close of business on April 1, 2021 (the “record date”) may attend, vote and submit questions virtually at the Cooper Tire special meeting.

To attend the Cooper Tire special meeting, you will need the 16-digit stockholder control number located on your proxy card or on the instructions that accompanied your proxy materials for the Cooper Tire special meeting to log in to the Cooper Tire special meeting at [ ]. Please keep your stockholder control number in a safe place so it is available to you for the Cooper Tire special meeting.

You will be able to participate in the Cooper Tire special meeting online and submit your questions during the meeting by visiting [ ]. The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the Cooper Tire special meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Cooper Tire special meeting.

Cooper Tire stockholders may submit questions during the Cooper Tire special meeting. If you wish to submit a question, you may do so by logging into the virtual Cooper Tire special meeting platform at [ ], type your question into the “Ask a Question” field, and click “Submit.”

Q: What if I am having technical difficulties accessing the virtual Cooper Tire special meeting?

Cooper Tire will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Cooper Tire special meeting. If you encounter any difficulties accessing the virtual Cooper Tire special meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Cooper Tire special meeting log-in page.

Q: How do I vote?

Only Cooper Tire stockholders of record at the close of business on the record date will be eligible to vote at the Cooper Tire special meeting virtually at [ ]. To participate and log in to the Cooper Tire special meeting, you will need the 16-digit stockholder control number located on your

proxy card or on the instructions that accompanied your proxy materials for the Cooper Tire special meeting. Please keep your stockholder control number in a safe place so it is available to you for the Cooper Tire special meeting. Using this control number, you will be able to listen to the Cooper Tire special meeting live, submit questions and vote online. Cooper Tire encourages you to access the Cooper Tire special meeting before the start time of 10:00 a.m., Eastern Time, on April 30, 2021. Please allow ample time for online check-in, which will begin at 9:45 a.m., Eastern Time, on April 30, 2021.

If you are a stockholder of record of Cooper Tire as of the close of business on the record date, you may submit your proxy before the Cooper Tire special meeting in one of the following ways:

•

Telephone—use the toll-free number shown on your proxy card;

•

Internet—visit the website shown on your proxy card to vote via the Internet; or

•

Mail—complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

If you hold your shares of Cooper Tire common stock through a broker, bank or other nominee, also referred to as a “street name” holder, check the instructions provided by that entity to determine which options are available to you with respect to voting your shares of Cooper Tire common stock.

Participants in certain defined contribution plans sponsored by Cooper Tire may also vote by using a touch-tone telephone to call 1-800-690-6903, or by the Internet by accessing the following website: www.proxyvote.com. Voting instructions, including your Cooper Tire stockholder account number and personal proxy control number, are contained on the accompanying proxy card. You will use this accompanying proxy card if you are a participant in the following defined contribution plans sponsored by Cooper Tire:

•

Spectrum Investment Savings Plan;

•

Pre-Tax Savings Plan (Texarkana Represented Employees); or

•

Pre-Tax Savings Plan (Findlay Represented Employees).

All voting instructions from participants in the defined contribution plans sponsored by Cooper Tire and listed above must be received no later than 11:59 p.m., Eastern Time, on April 27, 2021.

Even if you plan to attend the Cooper Tire special meeting virtually, Cooper Tire recommends that you vote your shares of Cooper Tire common stock in advance as described above so that your vote will be counted even if you later decide not to or become unable to attend the Cooper Tire special meeting virtually.

Q: When and where is the Cooper Tire special meeting of stockholders?

The Cooper Tire special meeting will be held at 10:00 a.m., Eastern Time, on April 30, 2021. Cooper Tire stockholders of record as of the close of business on the record date may attend, vote and submit questions virtually at the Cooper Tire special meeting. To participate in the Cooper Tire special meeting, you will need the 16-digit stockholder control number located on your proxy card or on the instructions that accompanied your proxy materials for the Cooper Tire special meeting to log in to the Cooper Tire special meeting at [ ]. Please keep your stockholder control number in a safe place so it is available to you for the Cooper Tire special meeting. Using this control number, you will be able to listen to the Cooper Tire special meeting live, submit questions and vote online. Cooper Tire encourages you to access the Cooper Tire special meeting before the start time of 10:00 a.m., Eastern Time, on April 30, 2021. Please allow ample time for online check-in, which will begin at 9:45 a.m., Eastern Time, on April 30, 2021. Information regarding the ability of Cooper Tire stockholders to ask questions during the Cooper Tire special meeting and related rules of conduct at the Cooper Tire special meeting will be posted on Cooper Tire’s investor relations page (investors.coopertire.com) in advance of the Cooper Tire special meeting.

Matters addressing technical and logistical issues, including technical support during the Cooper Tire special meeting and related to accessing the Cooper Tire special meeting’s virtual meeting platform, will be available at [ ]. Cooper Tire will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Cooper Tire special meeting. If you encounter any difficulties accessing the virtual Cooper Tire special meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Cooper Tire special meeting log-in page.

Even if you plan to attend the Cooper Tire special meeting, Cooper Tire recommends that you vote your shares of Cooper Tire common stock in advance as described above so that your vote will be counted if you later decide not to or become unable to attend the Cooper Tire special meeting.

Q: What is the difference between holding shares of Cooper Tire common stock as a stockholder of record and as a beneficial owner?

If your shares of Cooper Tire common stock are registered directly in your name with the transfer agent of Cooper Tire, Computershare, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote or to grant a proxy for your vote directly to Cooper Tire or to a third-party to vote at the Cooper Tire special meeting.

If your shares of Cooper Tire common stock are held by a broker, bank or other nominee, you are considered the beneficial owner of shares held in “street name”, and your broker, bank or other nominee is considered the stockholder of record with respect to those shares. Your broker, bank or other nominee will send you, as the beneficial owner, voting instruction forms for you to use in directing the broker, bank or other nominee in how to vote your shares of Cooper Tire common stock. You should follow the instructions provided by them to vote your shares of Cooper Tire common stock. Please note that only Cooper Tire stockholders of record at the close of business on the record date will be eligible to virtually attend and vote at the Cooper Tire special meeting at [ ].

Q: If my shares of Cooper Tire common stock are held in “street name” by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

If your shares of Cooper Tire common stock are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares of Cooper Tire common stock with instructions on how to vote your shares of Cooper Tire common stock. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares of Cooper Tire common stock held in “street name” by returning a proxy card or voting instruction form directly to Cooper Tire. Your broker, bank or other nominee is obligated to provide you with a voting instruction form for you to use in directing the broker, bank or other nominee in how to vote your shares of Cooper Tire common stock.

The NYSE permits brokers to vote their customers’ stock held in “street name” on routine matters when the brokers have not received voting instructions from their customers. The NYSE does not, however, allow brokers to vote their customers’ stock held in “street name” on non-routine matters unless they have received voting instructions from their customers. The proposals for consideration at the Cooper Tire special meeting are considered “non-routine” matters under NYSE Rule 452, and, therefore, the foregoing restriction applies with respect to shares of Cooper common stock held in “street name.”

Q: What if I fail to vote or abstain?

For purposes of the Cooper Tire special meeting, an abstention occurs when a stockholder attends the Cooper Tire special meeting virtually and does not vote or returns a proxy with an “abstain” instruction.

Merger proposal: An abstention or failure to vote will have the same effect as a vote cast “AGAINST” the merger proposal.

Merger-related named executive officer compensation proposal: Abstentions will have the same effect as votes cast “AGAINST” this proposal but shares not in attendance at the Cooper Tire special meeting will have no effect on the outcome of the merger-related named executive officer compensation proposal.

Adjournment proposal: Abstentions will have the same effect as votes cast “AGAINST” this proposal but shares not in attendance at the Cooper Tire special meeting will have no effect on the vote for the adjournment proposal.

Q: What will happen if I return my proxy card or voting instruction form without indicating how to vote?

If you sign and return your proxy card or voting instruction form without indicating how to vote on any particular proposal, the Cooper Tire common stock represented by your proxy will be voted as recommended by the Cooper Tire Board with respect to that proposal.

If you hold shares of Cooper Tire common stock in any Cooper Tire defined contribution plan and do not vote your shares of Cooper Tire common stock or specify your voting instructions on your proxy card, the provisions of the plans direct the trustee to vote your shares of Cooper Tire common stock in the same proportion as the trustee was directed to vote the shares of the other participants who gave directions as to voting.

Q: May I change or revoke my vote after I have delivered my proxy card or voting instruction form?

Yes. If you are a record holder, you may change or revoke your vote before your proxy is voted at the Cooper Tire special meeting as described herein. You may do this in one of four ways:

(1)

submitting a proxy at a later time by Internet or telephone until 11:59 p.m., Eastern Time, on April 29, 2021;

(2)

signing and returning a new proxy card with a later date;

(3)

voting virtually at the Cooper Tire special meeting; or

(4)

delivering, before 6:00 p.m., Eastern Time, on April 29, 2021, to Cooper Tire’s Secretary at 701 Lima Avenue, Findlay, Ohio 45840, a written revocation of your most recent proxy.

If you hold shares of Cooper Tire common stock in any Cooper Tire defined contribution plan and specify your voting instructions on your proxy card, you may also later revoke your voting instructions in the ways described above.

If you are a “street name” Cooper Tire stockholder (for example, if your shares of Cooper Tire common stock are held in the name of a broker, bank or other holder of record) and you vote by proxy, you may later revoke your proxy by informing the holder of record in accordance with that entity’s procedures.

Q: What are the material U.S. federal income tax consequences of the merger?

The merger will be a taxable transaction for U.S. federal income tax purposes. Therefore, a U.S. Holder generally will recognize capital gain or loss equal to the difference, if any, between (1) the sum of any cash received by such U.S. Holder in the merger, including any cash received in lieu of fractional shares of Goodyear common stock, and the fair market value as of the effective time of the merger of any shares of Goodyear common stock received by such U.S. Holder in the merger and (2) the U.S. Holder’s adjusted tax basis in its Cooper Tire common stock.

Section 304 of the Code. As described further below under “The Merger—Material U.S. Federal Income Tax Consequences—Potential Application of Section 304 of the Code”, such U.S. Holders may be required to include the entire amount of the cash consideration received as dividend income. Any such U.S. Holders are urged to consult their own tax advisors regarding the application of Section 304 of the Code to the merger.

Except in certain specific circumstances described in “The Merger—Material U.S. Federal Income Tax Consequences—Non-U.S. Holders”, Non-U.S. Holders generally will not be subject to U.S. federal income or withholding tax on any gain recognized on the exchange of shares of Cooper Tire common stock for any shares of Goodyear common stock and/or cash in the merger. However, as described further below under “The Merger—Material U.S. Federal Income Tax Consequences—Potential Application of Section 304 of the Code” as a result of the application of Section 304 of the Code, the entire amount of cash consideration paid to a Non-U.S. Holder may be treated as a dividend for U.S. federal income tax purposes if the Non-U.S. Holder also owns shares of Goodyear common stock at the time of the merger. Because of the uncertainty regarding the application of Section 304 of the Code and the possibility of dividend treatment, withholding agents may withhold tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the gross amount of all cash merger consideration payable to Non-U.S. Holders, regardless of whether such Non-U.S. Holders expect to own a percentage interest in Goodyear following the merger that does not represent a sufficient reduction relative to their percentage interest in Cooper Tire prior to the merger. Non-U.S. Holders are urged to consult their own tax advisors regarding their particular facts and circumstances, the procedures for claiming treaty benefits or otherwise establishing an exemption from U.S. withholding taxes with respect to any portion of the cash consideration payable to them pursuant to the merger, and any action that may be taken to mitigate any potential adverse tax consequences.

Please refer to the section titled “The Merger—Material U.S. Federal Income Tax Consequences” contained in this proxy statement/prospectus for a description of the material U.S. federal income tax consequences of the merger. Determining the actual tax consequences of the merger to each holder may be complex and will depend on such holder’s specific situation.

Holders are urged to consult their own tax advisors for a full understanding of the tax consequences of the merger in their particular circumstances.

Q: Am I entitled to exercise appraisal rights in connection with the merger instead of receiving the merger consideration for my shares of Cooper Tire common stock?

Yes. Under the DGCL, Cooper Tire stockholders who neither vote in favor of the adoption of the merger agreement nor consent thereto in writing, who continuously hold their shares of Cooper Tire common stock through the effective date of the merger and who otherwise comply with the procedures set forth in Section 262 of the DGCL, will be entitled to appraisal rights in connection with the merger and, if the merger is completed, subject to the provisions of Section 262 of the DGCL, may obtain payment in cash of the “fair value” of their shares of Cooper Tire common stock as determined by the Delaware Court of Chancery, together with interest (subject to certain exceptions) to be paid on the amount determined to be the fair value, if any, instead of receiving the merger consideration for their shares of Cooper Tire common stock. Under Section 262 of the DGCL, assuming Cooper Tire common stock remains listed on a national securities exchange immediately prior to the effective time of the merger, the Delaware Court of Chancery will dismiss any appraisal proceedings as to all Cooper Tire stockholders who have perfected their appraisal rights unless (i) the total number of such shares entitled to appraisal exceeds 1% of the outstanding shares of Cooper Tire common stock or (ii) the value of the merger consideration provided in the merger agreement for such total number of shares of Cooper Tire common stock entitled to appraisal exceeds $1 million. To exercise appraisal rights, Cooper Tire stockholders must comply with the procedures prescribed by Section 262 of the DGCL. See “Appraisal Rights” beginning on page 154 for additional information. In addition, a copy of the full text of Section 262 of the DGCL is included as Annex B to this proxy statement/prospectus. Failure to comply with these provisions may result in a loss of the right of appraisal.

Q: What will happen to Cooper Tire stock options and other long-term incentive awards?

Upon completion of the merger:

•

Each option to purchase shares of Cooper Tire common stock, whether vested or unvested, will be converted into a right to receive a cash payment equal to the product of (A) the number of shares of Cooper Tire common stock subject to such option and (B) the excess, if any, of (i) the sum of (x) $41.75 plus (y) the product obtained by multiplying 0.907 by the parent closing price (the sum of (x) and (y), the “per share cash equivalent”) over (ii) the applicable exercise price per share of the option.

•

Each outstanding Cooper Tire performance stock unit will be converted into a right to receive the merger consideration in respect of a number of shares of Cooper Tire common stock determined as follows: (A) for Cooper Tire performance stock units which have been notionally earned for measurement periods completed prior to the effective time of the merger, but not yet settled, the number of shares of Cooper Tire common stock determined based on actual achievement of the applicable performance goals for such measurement periods and (B) for Cooper Tire performance stock units for a measurement period that has begun and is not complete as of the effective time of the merger (and which as a result have not been notionally earned prior to the effective time of the merger) (the “non-earned Cooper Tire performance stock units”), the number of shares of Cooper Tire common stock determined as if the applicable performance goals had been achieved for such measurement period at the target level of performance, prorated for the number of days between the commencement of the measurement period and the effective time of the merger as compared to the number of days in the entire measurement period.

•

Each outstanding Cooper Tire restricted stock unit will be converted into a right to receive the merger consideration in respect of a number of shares of Cooper Tire common stock equal to the number of shares of Cooper Tire common stock underlying the Cooper Tire restricted stock unit.

•

Each outstanding Cooper Tire performance cash unit will be converted into a right to receive a cash payment equal to the product of (A) the sum of (i) in the case of Cooper Tire performance cash units which have been notionally earned for measurement periods completed prior to the effective time of the merger, but not yet settled, the number of Cooper Tire performance cash units determined based on actual achievement of the applicable performance goals for such measurement periods and (ii) in the case of Cooper Tire performance cash units for a measurement period that has begun and is not complete as of the effective time of the merger (and which as a result have not been notionally earned prior to the effective time of the merger) (the “non-earned Cooper Tire performance cash units”), the number of Cooper Tire performance cash units determined as if the applicable performance goals had been achieved for such measurement period at the target level of performance, prorated for the number of days between the commencement of the measurement period and the effective time of the merger as compared to the number of days in the entire measurement period, and (B) $1.

•

Account balances, whether vested or unvested, under any Cooper Tire benefit plan that provides for the deferral of compensation and represents amounts notionally invested in Cooper Tire common stock will be converted into a right to have allocated to the holder’s account under such Cooper Tire benefit plan an amount in cash equal to the number of notionally invested shares of Cooper Tire common stock multiplied by the per share cash equivalent.

Q: What happens if I sell my shares of Cooper Tire common stock after the record date but before the Cooper Tire special meeting?

The record date for the Cooper Tire special meeting (the close of business on April 1, 2021) is earlier than the date of the Cooper Tire special meeting and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of Cooper Tire common stock after the record date but before the date of the Cooper Tire special meeting, you will retain your right to vote at the Cooper Tire special meeting. However, you

will not have the right to receive the merger consideration to be received by Cooper Tire stockholders in the merger. In order to receive the merger consideration, you must hold your shares of Cooper Tire common stock through completion of the merger.

Q: Are there any risks that I should consider in deciding whether to vote in favor of the merger proposal?

Yes. You should read and carefully consider the risk factors set forth in the section titled “Risk Factors” beginning on page 39. You also should read and carefully consider the risk factors of Goodyear and Cooper Tire contained in the documents that are incorporated by reference into this proxy statement/prospectus.

Q: What should I do if I receive more than one set of voting materials?

If you hold shares of Cooper Tire common stock in “street name” and also directly as a record holder or otherwise or if you hold shares of Cooper Tire common stock in more than one brokerage account or if you hold shares of Cooper Tire common stock in any Cooper Tire defined contribution plan, you may receive more than one set of voting materials relating to the Cooper Tire special meeting. Please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on your proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of Cooper Tire common stock are voted. If you hold your shares of Cooper Tire common stock in “street name” through a broker, bank or other nominee, you should follow the procedures provided by your broker, bank or other nominee to vote your shares of Cooper Tire common stock.

Q: Who will tabulate and certify the vote?

Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third-party, will tabulate and certify the vote, and will have a representative to act as the independent inspector of election for the Cooper Tire special meeting.

Q: Where can I find the voting results of the Cooper Tire special meeting?

The preliminary voting results will be announced at the Cooper Tire special meeting. In addition, within four business days following certification of the final voting results, Cooper Tire intends to file the final voting results with the SEC on a Current Report on Form 8-K.

Q: Whom should I contact if I have any questions about the proxy materials for the Cooper Tire special meeting or voting?

If you have any questions about the proxy materials for the Cooper Tire special meeting, or if you need assistance submitting your proxy or voting your shares of Cooper Tire common stock or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact Georgeson, the proxy solicitation agent for Cooper Tire, at:

Georgeson LLC

1290 Avenue of the Americas, 9th Floor

New York, New York 10104

Telephone: (212) 440-9800

SUMMARY

This summary highlights selected information contained in this proxy statement/prospectus and does not contain all the information that may be important to you. Goodyear and Cooper Tire urge you to read carefully this proxy statement/prospectus in its entirety, including the annexes. Additional important information, which Goodyear and Cooper Tire also urge you to read, is contained in the documents incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 192.

Information about the Companies

Goodyear

Goodyear is one of the world’s leading manufacturers of tires, engaging in operations in most regions of the world. In 2020, Goodyear’s net sales were $12,321 million and Goodyear’s net loss was $1,254 million. Goodyear develops, manufactures, markets and distributes tires for most applications. Goodyear also manufactures and markets rubber-related chemicals for various applications. Goodyear is one of the world’s largest operators of commercial truck service and tire retreading centers. Goodyear operates approximately 1,000 retail outlets where it offers its products for sale to consumer and commercial customers and provides repair and other services. Goodyear manufactures its products in 46 manufacturing facilities in 21 countries, including the United States, and Goodyear has marketing operations in almost every country around the world. Goodyear employs approximately 62,000 full-time and temporary associates worldwide.

Goodyear is incorporated in Ohio. Its principal executive offices are located at 200 Innovation Way, Akron, Ohio 44316-0001, and its telephone number is (330) 796-2121. Goodyear’s website address is www.goodyear.com. Information contained on Goodyear’s website does not constitute part of this proxy statement/prospectus. Goodyear common stock is publicly traded on the Nasdaq, under the ticker symbol “GT.” Additional information about Goodyear is included in documents incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 192.

Cooper Tire

Cooper Tire is a leading manufacturer and marketer of replacement tires. It is the fifth largest tire manufacturer in North America and, according to a recognized trade source, the Cooper Tire family of companies is the thirteenth largest tire company in the world based on sales. Cooper Tire specializes in the design, manufacture, marketing and sales of passenger car, light truck, truck and bus radial, motorcycle and racing tires. Based in Findlay, Ohio, Cooper Tire and its family of companies currently operate in 15 countries, including 10 manufacturing facilities and 19 distribution centers. Its portfolio of brands includes Cooper, Mastercraft, Roadmaster and Mickey Thompson.

Cooper Tire was incorporated in Delaware in 1930 as the successor to a business originally founded in 1914. Its principal executive offices are located at 701 Lima Avenue, Findlay, Ohio 45840 and its telephone number is (419) 423-1321. Cooper Tire’s website address is www.coopertire.com. Information contained on Cooper Tire’s website does not constitute part of this proxy statement/prospectus. Cooper Tire common stock is publicly traded on the NYSE, under the ticker symbol “CTB.” Additional information about Cooper Tire is included in documents incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 192.

Merger Sub

Merger Sub, a direct, wholly owned subsidiary of Goodyear, is a Delaware corporation incorporated on February 15, 2021, for the purpose of effecting the merger. Merger Sub has not conducted any activities other

than those incidental to its formation and the matters contemplated by the merger agreement, including the preparation of applicable regulatory filings in connection with the merger. The principal executive offices of Merger Sub are located at 200 Innovation Way, Akron, Ohio 44316-0001.

The Merger

On February 22, 2021, Goodyear, Merger Sub and Cooper Tire entered into the merger agreement, which provides that upon the terms and subject to the satisfaction (or, to the extent permitted by applicable law and in accordance with the merger agreement, waiver) of the conditions to the merger set forth in the merger agreement and described in this proxy statement/prospectus, at the closing of the merger, Merger Sub will merge with and into Cooper Tire, with Cooper Tire continuing as the surviving corporation and a direct, wholly owned subsidiary of Goodyear.

Merger Consideration

In the merger, each share of Cooper Tire common stock that is issued and outstanding immediately prior to the effective time of the merger (other than cancelled shares and certain shares of Cooper Tire common stock subject to long-term incentive awards that will be treated in the manner described under the heading “The Merger—Treatment of Cooper Tire Stock Options and Other Long-Term Incentive Awards”) will be converted into the right to receive the merger consideration consisting of $41.75 in cash, without interest, and 0.907 of a validly issued, fully paid and non-assessable share of Goodyear common stock. If the merger would otherwise result in the issuance of shares of Goodyear common stock (including shares that would be deliverable pursuant to converted long-term incentive awards pursuant to the merger agreement) in excess of the share cap, (i) the exchange ratio will be reduced by the exchange ratio reduction number and (ii) the per share cash consideration will be increased by the amount in cash equal to (x) the exchange ratio reduction number multiplied by (y) the parent closing price.

The exchange ratio is otherwise fixed and will not be adjusted to reflect changes in the stock price of either company before the merger is complete. The exchange ratio will, however, be adjusted in accordance with the terms of the merger agreement to fully reflect the effect of any merger, business combination, reclassification, recapitalization, stock split (including a reverse stock split) or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution, with respect to outstanding shares of capital stock of either Goodyear or Cooper Tire with a record date between the date of the merger agreement and the completion of the merger. No fractional shares of Goodyear common stock will be issued in connection with the merger. Each Cooper Tire stockholder that otherwise would have been entitled to receive a fractional share of Goodyear common stock will have the right to receive an amount in cash, without interest, rounded to the nearest cent, equal to the product of (i) such fractional part of Goodyear common stock multiplied by (ii) the parent closing price, in lieu of such fractional share.

Goodyear shareholders will continue to own their existing shares of Goodyear common stock, the form of which will not be changed by the merger.

Financing of the Transaction and Treatment of Existing Debt

Goodyear intends to finance the merger with a combination of cash on hand and debt financing, which could include senior unsecured bridge loans. On February 22, 2021, in connection with the merger agreement, Goodyear entered into a commitment letter with JPMorgan Chase Bank, N.A. (“JPMorgan”) (which commitment letter was subsequently amended and restated by that certain amended and restated commitment letter, dated as of March 19, 2021, from JPMorgan and other financial institutions) pursuant to which, subject to the terms and conditions set forth therein, JPMorgan and the other financial institutions party thereto have committed to provide a 364-day senior unsecured bridge term loan facility in an aggregate principal amount of up to $2.314 billion (the “bridge

facility”). The funding of the bridge facility provided for in the commitment letter is subject to the satisfaction of customary conditions, including the consummation of the merger in accordance with the merger agreement and the execution and delivery of definitive documentation with respect to the bridge facility in accordance with the terms set forth in the commitment letter. For additional information, see “The Merger—Financing of the Transaction and Treatment of Existing Debt” on page 60.

In connection with the merger, Goodyear currently expects to terminate Cooper Tire’s existing credit facility with JPMorgan and the related interest rate swap arrangements. Following the merger, Goodyear currently expects to leave outstanding Cooper Tire’s 7.625% senior unsecured notes due 2027 and certain securitization, equipment financing and foreign debt facilities.

Treatment of Cooper Tire Stock Options and Other Long-Term Incentive Awards

Each option to purchase shares of Cooper Tire common stock, whether vested or unvested, will be converted at the effective time of the merger into a right to receive a cash payment equal to the product of the number of shares of Cooper Tire common stock subject to such option and the excess, if any, of (i) the per share cash equivalent over (ii) the applicable exercise price per share of the option.

Each outstanding Cooper Tire stock unit will be converted at the effective time of the merger into a right to receive the merger consideration in respect of a number of shares of Cooper Tire common stock determined as follows: (A) for Cooper Tire performance stock units which have been notionally earned for measurement periods completed prior to the effective time of the merger, but not yet settled, the number of shares of Cooper Tire common stock determined based on actual achievement of the applicable performance goals for such measurement periods, (B) for non-earned Cooper Tire performance stock units, the number of shares of Cooper Tire common stock determined as if the applicable performance goals had been achieved for such measurement period at the target level of performance, prorated for the number of days between the commencement of the measurement period and the effective time of the merger as compared to the number of days in the entire measurement period and (C) for Cooper Tire restricted stock units, the total number of shares of Cooper Tire common stock underlying such stock units.

Each outstanding Cooper Tire performance cash unit will be converted at the effective time of the merger into a right to receive a cash payment equal to the product of (A) the sum of (i) in the case of Cooper Tire performance cash units which have been notionally earned for measurement periods completed prior to the effective time of the merger, but not yet settled, the number of Cooper Tire performance cash units determined based on actual achievement of the applicable performance goals for such measurement periods and (ii) in the case of non-earned Cooper Tire performance cash units, the number of Cooper Tire performance cash units determined as if the applicable performance goals had been achieved for such measurement period at the target level of performance, prorated for the number of days between the commencement of the measurement period and the effective time of the merger as compared to the number of days in the entire measurement period, and (B) $1.

Account balances, whether vested or unvested, under any Cooper Tire benefit plan that provides for the deferral of compensation and represents amounts notionally invested in Cooper Tire common stock will be converted at the effective time of the merger into a right to have allocated to the holder’s account under such Cooper Tire benefit plan an amount in cash equal to the number of notionally invested shares of Cooper Tire common stock multiplied by the per share cash equivalent.

Each share of Cooper Tire common stock that remains available for issuance pursuant to a Cooper Tire stock plan as of the effective time of the merger will be converted at the effective time of the merger, in accordance with such Cooper Tire stock plan, into shares of Goodyear common stock equal to the product of (A) the number of such “residual shares” and (B) the sum of (i) 0.907 and (ii) the quotient obtained by dividing (x) $41.75 by (y) the parent closing price.

Recommendation of the Cooper Tire Board

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After careful consideration, the Cooper Tire Board unanimously recommends that holders of Cooper Tire common stock vote “FOR” the merger proposal.

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After careful consideration, the Cooper Tire Board unanimously recommends that holders of Cooper Tire common stock vote “FOR” the merger-related named executive officer compensation proposal.

•

After careful consideration, the Cooper Tire Board unanimously recommends that holders of Cooper Tire common stock vote “FOR” the adjournment proposal, if necessary or appropriate.

For a more complete description of the Cooper Tire Board’s reasons for the transaction and the recommendation of the Cooper Tire Board, see “The Merger—Cooper Tire Board Recommendation and Its Reasons for the Transaction” beginning on page 58.

Opinion of Cooper Tire’s Financial Advisor

At a meeting of the Cooper Tire Board held on February 21, 2021, Goldman Sachs rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion dated February 22, 2021, to the Cooper Tire Board that, as of such date and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the merger consideration to be paid to the holders (other than Goodyear and its affiliates) of shares of Cooper Tire common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated February 22, 2021, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Cooper Tire Board in connection with its consideration of the merger. The Goldman Sachs opinion is not a recommendation as to how any holder of shares of Cooper Tire common stock should vote with respect to the merger proposal or any other matter. Pursuant to an engagement letter between Cooper Tire and Goldman Sachs, Cooper Tire has agreed to pay Goldman Sachs a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $30 million, all of which is contingent upon the consummation of the merger.

A copy of the opinion of Goldman Sachs, Cooper Tire’s financial advisor, is attached as Annex C to this proxy statement/prospectus.

Interests of Directors and Executive Officers of Cooper Tire in the Merger

You should be aware that some of the directors and executive officers of Cooper Tire have interests in the merger that are different from, or are in addition to, the interests of Cooper Tire stockholders generally. These interests include the following:

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The directors and executive officers of Cooper Tire have rights to indemnification and directors’ and officers’ liability insurance that will survive the completion of the merger.

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Following the signing of the merger agreement, Cooper Tire funded $58,811,995 in cash into a rabbi trust for the benefit of the directors, executive officers and certain other employees of Cooper Tire pursuant to pre-existing contractual commitments.

The Cooper Tire Board was aware of these additional interests by their directors and executive officers and considered these potential interests, among other matters, in evaluating and negotiating the merger agreement and the merger, in approving the merger agreement and in recommending the applicable merger-related proposals. For a further discussion of the interests of Cooper Tire directors and executive officers in the merger, see “The Merger—Interests of Directors and Executive Officers of Cooper Tire in the Merger” beginning on page 68.

Material U.S. Federal Income Tax Consequences

In certain circumstances, U.S. Holders who also own shares of Goodyear common stock at the time of the merger may have tax consequences that differ materially from those described above as a result of the application of Section 304 of the Code. As described further below under “The Merger—Material U.S. Federal Income Tax Consequences—Potential Application of Section 304 of the Code”, such U.S. Holders may be required to include the entire amount of the cash consideration received as dividend income. Any such U.S. Holders are urged to consult their own tax advisors regarding the application of Section 304 of the Code to the merger.

Holders are urged to consult their own tax advisors for a full understanding of the tax consequences of the merger in their particular circumstances.

Accounting Treatment of the Merger

The merger will be accounted for as an acquisition of Cooper Tire by Goodyear under the acquisition method of accounting in accordance with accounting principles generally accepted in the U.S. (“GAAP”). For additional information, see “The Merger—Accounting Treatment of the Merger” beginning on page 82.

Litigation Relating to the Merger

On March 19, 2021, a purported Cooper Tire stockholder filed an action against Cooper Tire and the members of the Cooper Tire Board, captioned Stein v. Cooper Tire & Rubber Company, et al., No. 1:21-cv-00407, in the United States District Court for the District of Delaware (the “Stein action”). On March 25, 2021, a purported Cooper Tire stockholder filed an action against Cooper Tire and the members of the Cooper Tire Board, captioned Miles v. Cooper Tire & Rubber Company, et al., No. 2:21-cv-06762, in the United States District Court for the District of New Jersey (the “Miles action”). On March 26, 2021, a purported Cooper Tire stockholder filed an action against Cooper Tire, the members of the Cooper Tire Board, Goodyear and Merger Sub, captioned Griffin v. Cooper Tire & Rubber Company, et al., No. 1:21-cv-00452, in the United States District Court for the District of Delaware (the “Griffin action,” and together with the Stein action and Miles action, the “Stockholder actions”). The Stockholder actions generally allege that Cooper Tire and its directors violated the federal securities laws, including Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, by issuing a materially incomplete and misleading registration statement on Form S-4. The Stockholder actions seek, among other things, to enjoin the transactions contemplated by the merger agreement and award of attorneys’ fees and expenses.

Goodyear and Cooper Tire believe that the allegations in the Stockholder actions are without merit. Additional lawsuits or demands arising out of the merger may also be filed or made in the future. If additional similar lawsuits or demands are filed or made, absent new or different allegations that are material, neither Goodyear nor Cooper Tire will necessarily announce them.

Appraisal Rights

Pursuant to Section 262 of the DGCL, Cooper Tire stockholders who neither vote in favor of the adoption of the merger agreement nor consent thereto in writing, who continuously hold their shares of Cooper Tire common stock through the effective date of the merger and who otherwise comply with the applicable requirements of Section 262 of the DGCL, have the right to seek appraisal of the “fair value” of their shares of Cooper Tire common stock, as determined by the Delaware Court of Chancery, together with interest (subject to certain exceptions) on the amount determined to be the fair value, if any, if the merger is completed. The “fair value” of shares of Cooper Tire common stock as determined by the Delaware Court of Chancery could be greater than, the same as, or less than, the value of the merger consideration that Cooper Tire stockholders would otherwise be entitled to receive under the merger agreement.

The right to seek appraisal will be lost if a Cooper Tire stockholder votes “FOR” adoption of the merger agreement. However, abstaining or voting against adoption of the merger agreement is not in itself sufficient to perfect appraisal rights because additional actions must also be taken to perfect such rights.

Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares of Cooper Tire common stock are encouraged to seek the advice of legal counsel and financial advisors with respect to the exercise of appraisal rights. Cooper Tire stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 could be greater than, the same as or less than the value of the merger consideration. Cooper Tire stockholders who wish to exercise the right to seek an appraisal of their shares must so advise Cooper Tire by delivering a written demand for appraisal prior to the taking of the vote on the merger agreement at the Cooper Tire special meeting, and must otherwise follow the procedures prescribed by Section 262 of the DGCL. A person having a beneficial interest in

shares of Cooper Tire common stock held of record in the name of another person, such as a nominee or intermediary, must act promptly to cause the record holder to follow the steps required by Section 262 of the DGCL and in a timely manner to perfect appraisal rights. Under Section 262 of the DGCL, assuming the shares of Cooper Tire common stock remain listed on a national securities exchange immediately prior to the effective time of the merger, the Delaware Court of Chancery will dismiss any appraisal proceedings as to all Cooper Tire stockholders who have perfected their appraisal rights unless (i) the total number of such shares entitled to appraisal exceeds 1% of the outstanding shares of Cooper Tire common stock or (ii) the value of the merger consideration provided in the merger agreement for the total number of shares of Cooper Tire common stock entitled to appraisal exceeds $1 million.

For additional information, see Section 262 of the DGCL regarding appraisal rights as reproduced and attached as Annex B to this proxy statement/prospectus. This proxy statement/prospectus constitutes a formal notice of appraisal rights under Section 262 in connection with the merger.

Regulatory Approvals Required for the Merger

The merger is subject to the requirements of the HSR Act, which provide that certain transactions may not be completed until notification and report forms are furnished to the Antitrust Division of the DOJ and the FTC, and the HSR Act waiting period is terminated or expires. On March 8, 2021, Goodyear and Cooper Tire each filed their respective requisite notification and report forms under the HSR Act with the DOJ and the FTC. Completion of the merger is further subject to any applicable waiting period, clearance or affirmative approval from certain foreign regulators being obtained and any mandatory waiting period thereto having expired.

Conditions to Completion of the Merger

The parties expect to complete the merger after all of the conditions to the merger in the merger agreement are satisfied or waived, including after the merger agreement has been adopted by Cooper Tire stockholders. The parties currently expect to complete the transaction in the second half of 2021. However, it is possible that factors outside of each company’s control could require them to complete the transaction at a later time or not to complete it at all.

In addition to the approval of the merger proposal by Cooper Tire stockholders and the expiration or termination of the applicable waiting period under the HSR Act and any applicable waiting period, clearance or affirmative approval of certain foreign governmental authorities, each party’s obligation to complete the merger is also subject to the satisfaction (or, to the extent permitted by applicable law and in accordance with the merger agreement, waiver) of other conditions, including: the effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part (and the absence of any stop order by the SEC), authorization of the listing on the Nasdaq of the Goodyear common stock to be issued in the merger, the absence of any legal or regulatory prohibition on completion of the merger, the accuracy of the representations and warranties of the other party under the merger agreement (subject to the materiality standards set forth in the merger agreement), the performance by the other party of its respective covenants and agreements contained in the merger agreement in all material respects, the absence of any event or other circumstance occurring between the date of the merger agreement and the completion of the merger that would reasonably be expected to result in an material adverse effect for either party (other than those previously disclosed in each company’s respective disclosure letters) and the delivery of an officer’s certificate by the other party certifying satisfaction of the three preceding conditions.

Neither Goodyear nor Cooper Tire can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 120.

No Solicitation

In the merger agreement, Cooper Tire has agreed that it will, and will cause each of its subsidiaries and its officers, directors, consultants, agents, financial advisors, investment bankers, lenders, attorneys, accountants, agents and other advisors or representatives and certain employees (including senior management-level employees and other employees acting at the direction of Cooper Tire or such senior management-level employees) (collectively, “representatives”) to immediately cease any solicitation, encouragement, discussions or negotiations with any persons that may be ongoing with respect to a takeover proposal (as defined in “The Merger Agreement—Covenants and Agreements—No Solicitation” beginning on page 105) and to not, directly or indirectly:

•

solicit, initiate, facilitate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a takeover proposal;

•

engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other person any non-public information in connection with or for the purpose of encouraging or facilitating, a takeover proposal, except to notify such person of the existence of such obligations under the merger agreement (without conveying, requesting or attempting to gather any other information except as otherwise specifically permitted by the merger agreement);

•

approve, adopt, recommend, agree to or enter into, or propose to approve, adopt, recommend, agree to or enter into, any letter of intent, agreement or agreement in principle, merger agreement or other similar contract with respect to a takeover proposal; or

•

grant any waiver, amendment or release under any standstill or confidentiality agreement.

Subject to the exceptions contained in the merger agreement, Cooper Tire has also agreed that the Cooper Tire Board will not (i) fail to include a recommendation to Cooper Tire stockholders that they adopt the merger agreement in this proxy statement, (ii) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or modify, in a manner adverse to Goodyear, such recommendation, (iii) take any action by board resolution or in any public respect or make any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer or a customary “stop, look and listen” communication, (iv) adopt, approve or recommend, or publicly propose to approve or recommend to Cooper Tire stockholders a takeover proposal, (v) authorize, cause or permit Cooper Tire or any of its subsidiaries to enter into any letter of intent, agreement in principle, merger agreement or other similar contract with respect to any takeover proposal or (vi) take any action to terminate the merger agreement in light of a superior proposal (as defined in “The Merger Agreement—Covenants and Agreements—No Solicitation” beginning on page 105).

The merger agreement includes customary exceptions such that, if at any time prior to obtaining the Cooper Tire stockholder approval, Cooper Tire or any of its representatives receive a bona fide written takeover proposal from any person or group, and the receipt of such proposal did not result from any breach of the no solicitation provision of the merger agreement (other than any violation that is immaterial in scope and effect), Cooper Tire and its representatives may, to the extent that the Cooper Tire Board or any duly constituted and authorized committee of the Cooper Tire Board determines in good faith, after consultation with financial advisors and legal counsel, that the failure to take such action, in light of the takeover proposal and the terms of the merger agreement, would be inconsistent with the Cooper Tire Board’s fiduciary duties under applicable law and that such takeover proposal constitutes or would reasonably be expected to lead to a superior proposal, (i) furnish, following execution of an acceptable confidentiality agreement (as defined in “The Merger Agreement—Covenants and Agreements—No Solicitation” beginning on page 105) with such person, information (including non-public information) with respect to Cooper Tire and its subsidiaries to the person or group that made such takeover proposal; provided that Cooper Tire will, prior to such disclosure provide to Goodyear any non-public information concerning Cooper Tire or any of its subsidiaries that is made available to such person or group to

the extent not previously provided to Goodyear or its representatives and (ii) engage in or otherwise participate in discussions or negotiations with such person or group of persons.

For a discussion of what constitutes a takeover proposal or a superior proposal and the limitations on solicitation of takeover proposals, see “The Merger Agreement—Covenants and Agreements—No Solicitation” beginning on page 105.

Termination of the Merger Agreement; Termination Fees

Termination

The merger agreement may be terminated and the merger may be abandoned:

•

By the mutual written consent of each of Goodyear and Cooper Tire at any time prior to the effective time of the merger (even after obtaining the Cooper Tire stockholder approval).

•

By either Goodyear or Cooper Tire:

•

if the merger has not been consummated on or before November 22, 2021 (the “outside date”) (or, if the reason for not closing by November 22, 2021 is that either (i) Goodyear has not obtained financing, despite its reasonable best efforts, as a direct result of the failure of Cooper Tire to deliver required financial statements or (ii) the regulatory and other conditions relating to restraints imposed by antitrust and foreign direct investment laws specified in the merger agreement have not been satisfied by such date, and all other closing conditions of the parties have been satisfied or (to the extent permitted by applicable law) waived (except for those conditions that are by their nature to be satisfied at closing), the outside date will automatically be extended to February 22, 2022; provided, further, that if the closing of the merger has not occurred on February 22, 2022 and the reason for not closing by such date is as set forth in either clause (i) or (ii) above and all other closing conditions of the parties have been satisfied or (to the extent permitted by applicable law) waived (except for those conditions that are by their nature to be satisfied at the closing of the merger), either Goodyear or Cooper Tire may further extend the outside date to May 23, 2022); provided that neither Goodyear nor Cooper Tire may terminate the merger agreement due to the occurrence of the outside date if it has breached any provision of the merger agreement or, in the case of Goodyear, the commitment letter, and such breach has been the proximate cause of the failure to consummate the merger;

•

if any final or nonappealable order or law, entered, enacted, promulgated, enforced or issued by any governmental entity of competent jurisdiction in any jurisdiction in which Goodyear or Cooper Tire has material business operations, is issued or taken permanently restraining or otherwise prohibiting (or making illegal) the consummation of the merger; provided, however, that the party seeking to terminate the merger agreement has complied in all material respects with its obligations under the merger agreement with respect to preventing the entry of or removing such order or law; or

•

if the Cooper Tire special meeting concludes without obtaining the Cooper Tire stockholder approval by reason of the failure to obtain the required vote of Cooper Tire stockholders.

•

By Goodyear:

•

prior to the Cooper Tire special meeting, if the Cooper Tire Board has made an adverse recommendation change or change of recommendation;

•

prior to the Cooper Tire special meeting, if the Cooper Tire Board fails to reaffirm its approval or recommendation of the merger agreement and the merger as promptly as reasonably practicable (but in any event within three business days after receipt of any written request to do so from Goodyear; provided that Goodyear may only make one such request in any five business day period) at any time following the public disclosure or announcement of opposition to the

transactions contemplated by the merger agreement by any person or entity who beneficially owns more than 5% of the capital stock or other equity interest of Cooper Tire (provided that Cooper Tire will only be required to reaffirm its approval or recommendation of the merger agreement and the merger once per 5% holder), except, in the event the Cooper Tire Board has received a takeover proposal, in which case Goodyear will not have the right to terminate the merger agreement so long as the Cooper Tire Board makes a statement to the effect that it is reviewing or considering the takeover proposal within three business days after receipt of Goodyear’s written request for reaffirmation; or

•

if there has been a breach of any of the covenants or failure to be true of any of the representations or warranties on the part of Cooper Tire which breach or failure to be true, either individually or in the aggregate, (1) would result in a failure of a condition to Goodyear’s obligation to effect the merger and (2) is not cured within the earlier of (A) the outside date and (B) 30 days following written notice to Cooper Tire; provided that Goodyear has given Cooper Tire written notice, delivered at least 30 days prior to such termination (or promptly, if such notice is given within 30 days of the outside date), stating Goodyear’s intention to terminate the merger agreement and the basis for such termination, and Goodyear will not have the right to terminate the merger agreement if Goodyear is then in material breach of any of its representations, warranties, covenants or agreements contained in the merger agreement.

•

By Cooper Tire:

•

prior to the receipt of the Cooper Tire stockholder approval in order to concurrently enter into a company acquisition agreement with respect to a superior proposal (as defined in “The Merger Agreement—Covenants and Agreements—No Solicitation” beginning on page 105), provided that (i) Cooper Tire is not in breach of its no solicitation obligations in the merger agreement and (ii) Cooper Tire has paid or will concurrently pay the termination fee to Goodyear (as defined below);

•

if there is a breach of any of the covenants or failure to be true of any of the representations or warranties on the part of Goodyear, which breach or failure to be true, either individually or in the aggregate, (1) would result in a failure of a condition to Cooper Tire’s obligation to effect the merger and (2) is not cured within the earlier of (A) the outside date and (B) 30 days following written notice to Goodyear; provided that Cooper Tire has given Goodyear written notice, delivered at least 30 days prior to such termination (or promptly, if such notice is given within 30 days of the outside date), stating Cooper Tire’s intention to terminate the merger agreement and the basis for such termination, and Cooper Tire will not have the right to terminate the merger agreement if Cooper Tire is then in material breach of any of its representations, warranties, covenants or agreements contained in the merger agreement.

If the merger agreement is terminated as described above, the merger agreement will be void and have no effect, and there will be no liability on the part of any party, except that:

•

certain provisions contained in the merger agreement with respect to the effect of termination, publicity, the indemnification and reimbursement obligations of Goodyear and Merger Sub relating to financing the transaction, the termination fee, allocation of costs and expenses and certain other miscellaneous provisions will survive the termination of the merger agreement;

•

the provisions of the confidentiality agreement between Goodyear and Cooper Tire will survive the termination of the merger agreement; and

•

no termination will relieve or release any party to the merger agreement from liability for damages of any kind, other than exemplary, punitive or non-foreseeable consequential damages, arising out of any (i) material breach of any of its representations and warranties, covenants or other agreements contained in the merger agreement or the commitment letter or (ii) fraud.

Termination Fees

The merger agreement further provides that Cooper Tire will pay or cause to be paid to Goodyear a termination fee of $83,401,678 (the “termination fee”) in the event the merger agreement is terminated by:

•

Goodyear, prior to the Cooper Tire special meeting, due to the Cooper Tire Board making an adverse recommendation change or a change of recommendation;

•

Goodyear, prior to the Cooper Tire special meeting, after the Cooper Tire Board fails to reaffirm its approval or recommendation of the merger and the merger agreement as promptly as reasonably practicable (but no later than three business days after the receipt of any written request to do so from Goodyear) at any time after a holder of 5% or more of Cooper Tire common stock discloses or announces their opposition to the transaction (subject to the exceptions noted below under the description of Goodyear’s right to terminate under the heading “The Merger Agreement—Termination of the Merger Agreement”);

•

Cooper Tire, prior to receipt of the Cooper Tire stockholder approval, in order to concurrently enter into a company acquisition agreement with respect to a superior proposal; provided that Cooper Tire is not in breach (other than such breach that is immaterial in scope and effect) of its no solicitation obligations in the merger agreement described below in “The Merger Agreement—Covenants and Agreements—No Solicitation” beginning on page 105; or

•

either Goodyear or Cooper Tire (1) if the merger has not been consummated on or before the outside date (as may be extended, as discussed below under the heading “The Merger Agreement—Termination of the Merger Agreement”) or (2) because the Cooper Tire special meeting (including any adjournments or postponements) has concluded, Cooper Tire stockholders have voted and the Cooper Tire stockholder approval has not been obtained, and both of the following conditions are also satisfied:

•

prior to the termination of the merger agreement, any person publicly announces a takeover proposal or a takeover proposal becomes publicly known (whether or not withdrawn); and

•

at any time on or prior to the first anniversary of the termination of the merger agreement, Cooper Tire or any of its subsidiaries enters into a definitive agreement with respect to any takeover proposal or the transactions contemplated by any takeover proposal are consummated (provided that for the purposes of this condition, references to 15% in the definition of “takeover proposal” are deemed references to 50%).

For a more detailed discussion of each party’s termination rights and the related termination fee obligations, see “The Merger Agreement—Termination of the Merger Agreement” beginning on page 121.

Cooper Tire Special Meeting

Date, Time and Place

The Cooper Tire special meeting will be held virtually at 10:00 a.m., Eastern Time, on April 30, 2021. Cooper Tire stockholders as of the close of business on the record date may attend, vote and submit questions virtually at the Cooper Tire special meeting. At the Cooper Tire special meeting, Cooper Tire stockholders will be asked to consider and vote on the merger proposal, the merger-related named executive officer compensation proposal and, if necessary or appropriate, the adjournment proposal. Completion of the merger is conditioned on the approval of the merger proposal.

keep your stockholder control number in a safe place so it is available to you for the Cooper Tire special meeting. Using this control number, you will be able to listen to the Cooper Tire special meeting live, submit questions and vote online. Cooper Tire encourages you to access the Cooper Tire special meeting before the start time of 10:00 a.m., Eastern Time, on April 30, 2021. Please allow ample time for online check-in, which will begin at 9:45 a.m., Eastern Time, on April 30, 2021. Information regarding the ability of Cooper Tire stockholders to ask questions during the Cooper Tire special meeting and related rules of conduct at the Cooper Tire special meeting will be posted on Cooper Tire’s investor relations page (investors.coopertire.com) in advance of the Cooper Tire special meeting.

Purpose of the Cooper Tire Special Meeting

At the Cooper Tire special meeting, Cooper Tire stockholders will be asked to consider and vote solely on the following proposals:

•

The merger proposal: to vote on a proposal to adopt the merger agreement, which is further described in the sections titled “The Merger” and “The Merger Agreement”, beginning on pages 49 and 91, respectively, and a copy of which is attached as Annex A to the proxy statement/prospectus;

•

The merger-related named executive officer compensation proposal: To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Cooper Tire’s named executive officers that is based on or otherwise relates to the merger; and

•

The adjournment proposal: To approve the adjournment of the Cooper Tire special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement.

Recommendation of the Cooper Tire Board

•

“FOR” the merger proposal;

•

“FOR” the merger-related named executive officer compensation proposal; and

•

“FOR” the adjournment proposal, if necessary or appropriate.

See “The Merger—Cooper Tire Board Recommendation and Its Reasons for the Transaction” for more information.

Record Date; Cooper Tire Stockholders Entitled to Vote

The record date for the Cooper Tire special meeting is April 1, 2021. Record holders of shares of Cooper Tire common stock at the close of business on the record date are entitled to notice of, and to vote at, the Cooper Tire special meeting and any adjournment or postponement thereof.

At the close of business on March 26, 2021, the last practicable date before the filing of this proxy statement/prospectus, there were 50,522,665 shares of Cooper Tire common stock outstanding. Each share of Cooper Tire common stock outstanding on the record date entitles the holder thereof to one vote on each proposal to be considered at the Cooper Tire special meeting. Cooper Tire stockholders may vote virtually at the Cooper Tire special meeting or by proxy through the Internet or by telephone or by a properly executed and delivered proxy card with respect to the Cooper Tire special meeting.

A complete list of Cooper Tire stockholders of record who are entitled to vote at the Cooper Tire special meeting will be available for a period of at least 10 days prior to the Cooper Tire special meeting. If you would like to inspect the list of Cooper Tire stockholders of record, please contact Cooper Tire’s Investor Relations department at (419) 424-4165 or investorrelations@coopertire.com to schedule an appointment or request access.

Quorum; Abstentions and Broker Non-Votes

A quorum of Cooper Tire stockholders is necessary to hold the Cooper Tire special meeting. Under Cooper Tire’s bylaws, the holders of a majority of the outstanding shares of Cooper Tire common stock, present in person or by proxy, shall constitute a quorum. Virtual attendance at the Cooper Tire special meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the Cooper Tire special meeting.

Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the Cooper Tire special meeting. If a quorum is not present at the Cooper Tire special meeting or additional votes must be solicited to adopt the merger agreement, it is expected that the Cooper Tire special meeting will be adjourned to solicit additional proxies. If the Cooper Tire special meeting is adjourned to solicit additional proxies and a new record date is set, then a new quorum must be established for the adjourned Cooper Tire special meeting.

The holders of a majority of the shares of Cooper Tire common stock present or represented at the Cooper Tire special meeting, whether or not a quorum is present, may adjourn the Cooper Tire special meeting without notice other than by announcement at the Cooper Tire special meeting of the time and place of the adjourned Cooper Tire special meeting, until the requisite number of shares of Cooper Tire common stock shall be present or represented. If the adjournment is for more than 30 days or, if after the adjournment, a new record date is fixed for the Cooper Tire special meeting, Cooper Tire will provide a notice of the adjourned Cooper Tire special meeting to each Cooper Tire stockholder of record entitled to vote at the Cooper Tire special meeting.

The proposals for consideration at the Cooper Tire special meeting are considered “non-routine” matters under NYSE Rule 452, and, therefore, shares of Cooper Tire common stock held in “street name” through a broker, bank or other nominee will not be counted as present for the purpose of determining the existence of a quorum if no instructions have been provided to such entity on how to vote on any such proposals.

Required Vote to Approve the Merger Proposal

Approval of the merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of Cooper Tire common stock entitled to vote thereon. Failures to vote and abstentions will have the same effect as votes cast “AGAINST” the merger proposal.

Required Vote to Approve the Merger-Related Named Executive Officer Compensation Proposal

Approval of the merger-related named executive officer compensation proposal requires the affirmative vote of holders of a majority of the outstanding shares of Cooper Tire common stock present in person or represented by proxy at the Cooper Tire special meeting and entitled to vote thereon. Abstentions will have the same effect as votes cast “AGAINST” the merger-related named executive officer compensation proposal but shares of Cooper Tire common stock that are not in attendance at the Cooper Tire special meeting will have no effect on the outcome of the merger-related named executive officer compensation proposal. Virtual attendance at the Cooper Tire special meeting constitutes presence in person for purposes of the vote required under Cooper Tire’s bylaws.

Required Vote to Approve the Adjournment Proposal

Approval of the adjournment proposal requires the affirmative vote of holders of a majority of the outstanding shares of Cooper Tire common stock present in person or represented by proxy at the Cooper Tire special meeting and entitled to vote thereon. Abstentions will have the same effect as votes cast “AGAINST” the adjournment proposal but shares of Cooper Tire common stock that are not in attendance at the Cooper Tire special meeting will have no effect on the outcome of the adjournment proposal. Virtual attendance at the Cooper Tire special meeting constitutes presence in person for purposes of the vote required under Cooper Tire’s bylaws.

Risk Factors

You should consider all the information contained in, and incorporated by reference into, this proxy statement/prospectus in deciding how to vote for the proposals presented in the proxy statement/prospectus. In particular, you should consider the factors described under the heading “Risk Factors” beginning on page 39.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following selected historical financial information is being provided to assist you in your analysis of the financial aspects of the transaction.

The Goodyear annual historical information is derived from the audited consolidated financial statements of Goodyear as of and for each of the years in the five-year period ended December 31, 2020.

The Cooper Tire annual historical information is derived from the audited consolidated financial statements of Cooper Tire as of and for each of the years in the five-year period ended December 31, 2020.

The information is only a summary and should be read in conjunction with each company’s historical consolidated financial statements and related notes contained in Goodyear’s and Cooper Tire’s respective Annual Reports on Form 10-K for the year ended December 31, 2020, in each case which are incorporated by reference into this proxy statement/prospectus, as well as other information that has been filed with the SEC.

For information on where you can obtain copies of this information, see “Where You Can Find More Information” beginning on page 192. The historical results included below and elsewhere in this proxy statement/prospectus or incorporated by reference herein are not necessarily indicative of the future performance of (1) Goodyear, (2) Cooper Tire or (3) Goodyear following the consummation of the merger.

The Goodyear Tire & Rubber Company


	Year Ended December 31,⁽¹⁾
(in millions, except for per share amounts)	2020			2019⁽²⁾			2018⁽²⁾		2017⁽²⁾		2016⁽²⁾
Net Sales	$	12,321		$	14,745		$	15,475	$	15,377	$	15,158
Net Income (Loss)	$	(1,250	)	$	(297	)	$	708	$	365	$	1,284
Less: Minority Shareholders’ Net Income		4			14			15		19		20

Goodyear Net Income (Loss)	$	(1,254	)	$	(311	)	$	693	$	346	$	1,264

Goodyear Net Income (Loss) – Per Share of Common Stock
Basic	$	(5.35	)	$	(1.33	)	$	2.92	$	1.39	$	4.81

Diluted	$	(5.35	)	$	(1.33	)	$	2.89	$	1.37	$	4.74

Cash Dividends Declared per Common Share	$	0.16		$	0.64		$	0.58	$	0.44	$	0.31

Total Assets	$	16,506		$	17,185		$	16,872	$	17,064	$	16,511
Long Term Debt and Finance Leases Due Within One Year		152			562			243		391		436
Long Term Debt and Finance Leases		5,432			4,753			5,110		5,076		4,798
Goodyear Shareholders’ Equity		3,078			4,351			4,864		4,603		4,507
Total Shareholders’ Equity		3,259			4,545			5,070		4,850		4,725

(1)	Refer to “Basis of Presentation” and “Principles of Consolidation” in Note to the Consolidated Financial Statements No. 1, Accounting Policies, in Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2020.

(2)

Effective January 1, 2019, Goodyear adopted, using the modified retrospective adoption approach, an accounting standards update with new guidance relating to leases. Goodyear’s adoption of this standards update resulted in adjustments that increased Total Assets by $873 million, increased Long Term Debt and Finance Leases by $14 million, and decreased Goodyear Shareholders’ Equity and Total Shareholders’ Equity by $23 million. Periods prior to 2019 have not been restated for the adoption of this standards update.

Cooper Tire & Rubber Company


(in thousands except per share amounts)	2020		2019^(a)		2018^(b)		2017^(c)		2016
Net Sales	$	2,521,074	$	2,752,639	$	2,808,062	$	2,854,656	$	2,942,869
Operating profit^(d)	$	230,881	$	174,455	$	165,245	$	309,247	$	437,458
Income before income taxes	$	190,903	$	109,672	$	114,058	$	243,925	$	376,093
Net income attributable to Cooper Tire	$	142,789	$	96,404	$	76,586	$	95,400	$	248,381
Earnings per share:
Basic	$	2.84	$	1.92	$	1.52	$	1.83	$	4.56
Diluted	$	2.83	$	1.91	$	1.51	$	1.81	$	4.51
Dividends per share	$	0.42	$	0.42	$	0.42	$	0.42	$	0.42
Weighted average shares outstanding (000s):
Basic		50,307		50,159		50,350		52,206		54,480
Diluted		50,505		50,378		50,597		52,673		55,090
Property, plant and equipment, net	$	1,077,624	$	1,047,242	$	1,001,921	$	966,747	$	864,227
Total assets^{(e), (f)}	$	2,971,573	$	2,802,338	$	2,634,205	$	2,707,925	$	2,731,677
Long-term debt and finance leases^(g)	$	314,265	$	309,148	$	121,284	$	295,987	$	297,094
Total equity	$	1,410,591	$	1,327,733	$	1,232,443	$	1,185,756	$	1,130,236
Capital expenditures	$	151,198	$	202,722	$	193,299	$	197,186	$	175,437
Depreciation and amortization	$	158,847	$	148,054	$	147,161	$	140,228	$	130,257
Number of employees^(h)		9,839		8,720		9,027		9,204		9,149

(a)	Cooper Tire recorded an income tax benefit of $18,606 in 2019 as a result of the implementation of a business realignment strategy in Europe.

(b)	Cooper Tire recorded a non-cash goodwill impairment charge of $33,827 in 2018.

(c)	Cooper Tire recorded $35,378 of deemed repatriation tax and $20,413 for the re-measurement of deferred tax assets in conjunction with U.S. tax reform, as well as a U.K. valuation allowance charge of $18,915, less the reversal of an Asia valuation allowance of $6,671 in 2017.

(d)

The non-service cost components of net periodic benefit cost were reclassified outside of operating profit to Other pension and postretirement benefit expense in the amount of $37,523 and $53,071 in 2017 and 2016, respectively, as a result of the adoption of Accounting Standards Update 2017-07 in 2018.

(e)

Cooper Tire has reclassified its volume and customer rebate program reserves from a contra-asset included within Accounts receivable to a liability within Accrued liabilities in the amount of $100,190 and $93,783 in 2017 and 2016, respectively, as a result of the adoption of Accounting Standards Codification (“ASC”) 606 in 2018.

(f)	Cooper Tire has reclassified its voluntary employee beneficiary association trust from a reduction of accrued benefits within Accrued liabilities to restricted cash included within Other assets of $18,499 in 2016 as a result of the adoption of ASC 2016-18 in 2018.

(g)	In 2018, Long-term debt and finance leases reflect the short-term classification of $173,578 of unsecured notes due in December 2019. This amount was paid in 2019 and replaced with a new long-term borrowing.

(h)

The number of employees in 2020 includes 1,157 members of the Corporacion de Occidente SA de CV (“COOCSA”) workforce. Members of the COOCSA workforce were employed by an employment services company prior to Cooper Tire acquiring the remaining 42% noncontrolling ownership interest of COOCSA on January 24, 2020.

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

INFORMATION

The following table presents selected unaudited pro forma condensed combined financial information of Goodyear after giving effect to the merger, which were prepared using the acquisition method of accounting with Goodyear as the accounting acquirer of Cooper Tire. See the section titled “The Merger—Accounting Treatment of the Merger” for a description of the expected accounting treatment of the merger. The following selected unaudited pro forma condensed combined financial information gives effect to the merger on a combined basis. The information under “Unaudited Pro Forma Condensed Combined Statement of Operations” gives effect to the merger as if it had occurred on January 1, 2020 and combines the audited consolidated statement of operations of Goodyear and the audited consolidated statement of operations of Cooper Tire for the fiscal year ended December 31, 2020. The information under “Unaudited Pro Forma Condensed Combined Balance Sheet” gives effect to the merger as if it had occurred on December 31, 2020 and combines the audited consolidated balance sheet of Goodyear as of December 31, 2020 with the audited consolidated balance sheet of Cooper Tire as of December 31, 2020.

The following selected unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and is not necessarily indicative of what the combined company’s operating results or financial position would actually have been had the merger been completed as of the dates indicated. In addition, the selected unaudited pro forma condensed combined financial information includes adjustments which are preliminary and may be revised. The selected unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section titled “Risk Factors.” The following selected unaudited pro forma condensed combined financial information has been developed from and should be read in conjunction with the section titled “Unaudited Pro Forma Condensed Combined Financial Statements” and the notes related thereto and with the historical consolidated financial statements of Goodyear and Cooper Tire and related notes that have been filed with the SEC, certain of which are incorporated by reference into this proxy statement/prospectus.


(In millions, except per share amounts)	Year Ended December 31, 2020
Unaudited Pro Forma Condensed Combined Statement of Operations
Net Sales	$	14,818
(Loss) before Income Taxes		(1,296	)
Goodyear Net (Loss)		(1,383	)
Goodyear Net (Loss) Per Share of Common Stock – basic and diluted		(4.94	)


(In millions)	December 31, 2020
Unaudited Pro Forma Condensed Combined Balance Sheet
Total Assets	$	20,050
Total Liabilities		16,086
Total Equity		3,964

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA

COMBINED PER SHARE INFORMATION

The following table sets forth selected historical per share information of Goodyear and Cooper Tire and unaudited pro forma combined consolidated per share information reflecting the transaction between Goodyear and Cooper Tire, under the acquisition method of accounting, including the issuance of 0.907 of a validly issued, fully paid and non-assessable share of Goodyear common stock in exchange for each share of Cooper Tire common stock. You should read this information in conjunction with (i) the selected historical financial information and the related notes included elsewhere in this proxy statement/prospectus, (ii) the historical financial statements of Goodyear and Cooper Tire and related notes contained in Goodyear’s and Cooper Tire’s respective Annual Reports on Form 10-K for the year ended December 31, 2020, which are incorporated by reference into this proxy statement/prospectus and (iii) the unaudited pro forma condensed combined financial statements, including the related notes, appearing in the section titled “Unaudited Pro Forma Condensed Combined Financial Statements.” The historical per share information is derived from the audited financial statements of each of Goodyear and Cooper Tire as of and for the year ended December 31, 2020.

The unaudited pro forma combined consolidated per share information has been presented for illustrative purposes only and is based on assumptions and estimates considered appropriate by Goodyear’s management. The pro forma data presented does not represent what the actual results of operations and financial position would have been had the companies actually been combined as of the beginning of the periods presented and is not necessarily indicative of the future consolidated results of operations or financial position of Goodyear following the transaction. For example, the unaudited pro forma combined consolidated per share information does not reflect cost savings or other future financial impacts that may result from the transaction.

Goodyear suspended the payment of dividends on April 16, 2020. It last paid a dividend on March 2, 2020, with a record date of February 3, 2020. Cooper Tire declared and paid dividends during the periods presented. For more information on dividends of Goodyear and Cooper Tire, see “Comparative Per Share Market Price and Dividend Information.”


	As of/for the Year Ended December 31, 2020
Goodyear Historical per Common Share Data:
Net (loss)-basic	$	(5.35	)
Net (loss)-diluted		(5.35	)
Book value⁽¹⁾		13.97
Cooper Tire Historical per Common Share Data:
Earnings per share-basic	$	2.84
Earnings per share-diluted		2.83
Book value⁽¹⁾		27.99
Unaudited Pro Forma Combined per Goodyear Common Share Data:
Goodyear Net (loss)-basic	$	(4.94	)
Goodyear Net (loss)-diluted		(4.94	)
Book value⁽¹⁾		14.21
Unaudited Pro Forma Combined per Cooper Tire Equivalent Share Data:
Net (loss)-basic⁽²⁾	$	(4.48	)
Net (loss)-diluted⁽²⁾		(4.48	)
Book value⁽¹⁾⁽²⁾		12.89

(1)	Amount is calculated by dividing Total Shareholders’ Equity by shares of common stock outstanding as of December 31, 2020.

(2)	Amounts calculated by multiplying unaudited pro forma combined per share amounts by the exchange ratio in the merger (0.907 of a share of Goodyear common stock for each share of Cooper Tire common stock).

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Market Prices

Goodyear common stock trades on the Nasdaq under the symbol “GT” and Cooper Tire common stock trades on the NYSE under the symbol “CTB.” As of March 26, 2021, the last practicable date before the filing of this proxy statement/prospectus, there were 234,958,909 shares of Goodyear common stock outstanding and approximately 11,896 holders of record of Goodyear common stock, and 50,522,665 shares of Cooper Tire common stock outstanding and approximately 1,451 holders of record of Cooper Tire common stock.

On February 19, 2021, the last trading day before the public announcement of the signing of the merger agreement, the closing sale price per share of Goodyear common stock was $13.90 on the Nasdaq and the closing sale price per share of Cooper Tire common stock was $43.77 on the NYSE. On March 26, 2021, the last practicable date before the filing of this proxy statement/prospectus, the closing sale price per share of Goodyear common stock was $17.12 on Nasdaq and the closing sale price per share of Cooper Tire common stock was $55.89 on the NYSE. The table below sets forth the equivalent market value per share of Cooper Tire common stock on February 19, 2021 and March 26, 2021, as determined by multiplying the closing prices of shares of Goodyear common stock on those dates by the exchange ratio.


	Goodyear Common Stock		Cooper Tire Common Stock		Implied Per Share Value of Merger Consideration
February 19, 2021	$	13.90	$	43.77	$	54.36
March 26, 2021	$	17.12	$	55.89	$	57.28

The market prices of Goodyear common stock and Cooper Tire common stock have fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this proxy statement/prospectus to the date of the Cooper Tire special meeting and the date the merger is completed. No assurance can be given concerning the market prices of Goodyear common stock or Cooper Tire common stock before completion of the merger or Goodyear common stock after completion of the merger. The exchange ratio is fixed in the merger agreement, but the market price of Goodyear common stock (and therefore the value of the merger consideration) when received by Cooper Tire stockholders after the merger is completed will depend on the closing price of Goodyear common stock on the day such stockholders receive their shares of Goodyear common stock pursuant to the merger agreement. Such market price could be greater than, less than or the same as shown in the table above. Accordingly, Cooper Tire stockholders are advised to obtain current market quotations for Goodyear common stock and Cooper Tire common stock in deciding whether to vote for adoption of the merger agreement.

Dividends

On April 16, 2020, the Goodyear Board announced the suspension of the quarterly payment of dividends on shares of Goodyear common stock. Goodyear last paid a dividend on shares of Goodyear common stock on March 2, 2020 of $0.16 per share. Under the terms of the merger agreement, during the period before completion of the merger, Goodyear is not permitted to, and must cause its subsidiaries not to, declare, set aside, make or pay any dividend or other distribution, except for cash dividends paid (i) by any of Goodyear’s direct or indirect wholly owned subsidiaries to Goodyear, (ii) by a non-wholly owned subsidiary of Goodyear to the equity holders thereof in amounts equal in proportion to their respective proportionate equity holding in such person, (iii) to any other direct or indirect wholly owned subsidiary of Goodyear or (iv) if resumed (and provided that Goodyear has provided prior written notice to Cooper Tire of its intentions to resume its quarterly dividend consistent with past practice prior to its suspension), a scheduled dividend paid by Goodyear to holders of shares of Goodyear common stock, not in excess of $0.16 per share of Goodyear common stock per fiscal quarter, in each case, consistent with past practice prior to Goodyear’s suspension of its quarterly dividend announced on April 16, 2020.

Cooper Tire currently pays a quarterly dividend on shares of Cooper Tire common stock and last paid a dividend on December 30, 2020 of $0.105 per share to Cooper Tire stockholders of record at the close of business on December 1, 2020. On February 18, 2021, Cooper Tire announced that the Cooper Tire Board had declared a quarterly dividend of $0.105 per share payable on March 26, 2021 to the stockholders of record at the close of business on March 1, 2021. Under the terms of the merger agreement, during the period before completion of the merger, Cooper Tire is not permitted to, and must use its commercially reasonable efforts to cause its subsidiaries not to, declare, set aside, make or pay any dividend or other distribution, except for cash dividends paid (i) by any of Cooper Tire’s direct or indirect wholly owned subsidiaries to Cooper Tire, (ii) by a non-wholly owned subsidiary of Cooper Tire to the equity holders thereof in amounts equal in proportion to their respective proportionate equity holding in such person, (iii) to any other direct or indirect wholly owned subsidiary of Cooper Tire or (iv) the scheduled dividend paid by Cooper Tire to holders of Cooper Tire common stock, not in excess of $0.105 per share of Cooper Tire common stock per fiscal quarter, in each case, consistent in all material respects with past practice. Under the terms of the merger agreement, during the period before completion of the merger, Cooper Tire will ensure that the date on which any scheduled quarterly dividend is declared and the record date with respect to any such scheduled quarterly dividend is (x) no later than five business days following and (y) no earlier than two business days preceding, in each case, the one-year anniversary of such dates for the corresponding quarter of the preceding year.

Furthermore, under the merger agreement, if Goodyear has resumed its quarterly dividend (and provided that Goodyear has provided prior written notice to Cooper Tire of its intentions to resume its quarterly dividend), Goodyear and Cooper Tire have agreed to coordinate their record and payment dates for their regular quarterly dividends so as to ensure that Cooper Tire stockholders do not receive two dividends, or fail to receive one dividend, in any quarter with respect to shares of Cooper Tire common stock and the shares of Goodyear common stock that such holders receive in exchange therefor in the merger. In addition, if Goodyear has resumed its quarterly dividend in the quarter in which the closing of the merger occurs and if the record date of Goodyear’s quarterly dividend has been declared and is a date prior to the effective time of the merger, then the quarterly dividend declaration date and record date of Cooper Tire must occur no later than such date as is necessary to ensure that holders of Cooper Tire common stock receive a quarterly dividend in accordance with the first sentence of this paragraph.

After completion of the merger, each former Cooper Tire stockholder who holds shares of Goodyear common stock into which shares of Cooper Tire common stock have been converted in connection with the merger will receive all dividends or other distributions declared and paid on shares of Goodyear common stock with a record date on or after the completion of the merger. However, no dividend or other distribution having a record date after completion of the merger will actually be paid with respect to any shares of Goodyear common stock into which shares of Cooper Tire common stock have been converted in connection with the merger until the certificates formerly representing shares of Cooper Tire common stock have been surrendered or the book-entry shares formerly representing shares of Cooper Tire common stock have been transferred to the exchange agent in accordance with the merger agreement, at which time any such accrued dividends and other distributions on those shares of Goodyear common stock will be paid without interest. Subject to the limitations set forth in the merger agreement described above, any future dividends by Goodyear will be made at the discretion of the Goodyear Board. Subject to the limitations set forth in the merger agreement described above, any future dividends by Cooper Tire will be made at the discretion of the Cooper Tire Board. There can be no assurance that any future dividends will be declared or paid by Goodyear or Cooper Tire or as to the amount or timing of those dividends, if any.

For more details regarding dividends, see “The Merger Agreement—Covenants and Agreements—Coordination of Dividends” beginning on page 115.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains certain forward-looking statements with respect to the potential transaction between Goodyear and Cooper Tire, including any statements regarding the expected timetable for completing the potential transaction, the ability to complete the potential transaction, the expected benefits and synergies of the potential transaction, projected financial information, future opportunities, and any other statements regarding Goodyear’s and Cooper Tire’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. These statements are often, but not always, made through the use of words or phrases such as “anticipates”, “expects”, “intends”, “plans”, “targets”, “forecasts”, “projects”, “believes”, “seeks”, “schedules”, “estimates”, “positions”, “pursues”, “may”, “could”, “should”, “will”, “budgets”, “outlook”, “trends”, “guidance”, “focus”, “on schedule”, “on track”, “is slated”, “goals”, “objectives”, “strategies”, “opportunities”, “poised”, “potential” and similar expressions. All such forward-looking statements are based on current expectations of Goodyear’s and Cooper Tire’s management and therefore involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Key factors that could cause actual results to differ materially from those projected in the forward-looking statements include, but are not limited to:

•

the risk that Cooper Tire stockholders may not approve the merger agreement;

•

uncertainties as to the timing to consummate the merger;

•

the uncertainty of the value of the merger consideration due to the fixed exchange ratio and potential fluctuation in the market price of Goodyear common stock;

•

the occurrence of events that may give rise to a right of one or both of the parties to terminate the merger agreement;

•

the possibility that the merger is delayed or does not occur;

•

the risk that the conditions to the closing of the merger may not be satisfied in a timely manner or at all;

•

the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated by the parties;

•

the effects of disruption to Goodyear’s or Cooper Tire’s respective businesses;

•

negative effects of the announcement of Goodyear’s proposal to acquire Cooper Tire or the announcement or completion of the merger on the market price of Goodyear and/or Cooper Tire common stock, their respective financial performance and their respective ability to maintain business operations (including relationships with employees, suppliers and customers);

•

the risks related to Goodyear and Cooper Tire being restricted in the operation of their respective businesses while the merger agreement is in effect;

•

the effects of pandemics, including the COVID-19 pandemic, and industry, market, economic, political or regulatory conditions outside of Goodyear’s or Cooper Tire’s control;

•

Goodyear and Cooper Tire may incur significant transaction and other costs in connection with the merger in excess of those anticipated by Goodyear or Cooper Tire;

•

any litigation relating to the merger and other unknown liabilities;

•

Goodyear’s ability to achieve the benefits from the potential transaction, including the anticipated annual run-rate operating and other cost synergies and anticipated accretion to return on capital employed, free cash flow, and earnings per share;

•

Goodyear’s ability to promptly, efficiently and effectively integrate acquired operations into its own operations;

•

the ultimate timing, outcome and results of integrating the operations of Goodyear and Cooper Tire;

•

the ability of Goodyear and Cooper Tire to retain and hire key personnel;

•

the diversion of the time of management of Goodyear and Cooper Tire on transaction-related issues;

•

other risk factors as detailed from time to time in Goodyear’s and Cooper Tire’s reports filed with the SEC, including Goodyear’s and Cooper Tire’s respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including the risks and uncertainties set forth in or incorporated by reference into this proxy statement/prospectus in the section titled “Risk Factors” beginning on page 39. See the section titled “Where You Can Find More Information” beginning on page 192 of this proxy statement/prospectus.

The foregoing list of factors is not intended to be exhaustive. These forward-looking statements reflect Goodyear’s and Cooper Tire’s current views with respect to future events and are based on numerous assumptions and assessments made by Goodyear and Cooper Tire in light of their experiences and perceptions of historical trends, current conditions, business strategies, operating environments, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this document could cause Goodyear’s and Cooper Tire’s plans with respect to the merger, actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this document are therefore cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus or, in the case of a document incorporated by reference, as of the date of that document. Neither Goodyear nor Cooper Tire assumes any obligation to update the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.

RISK FACTORS

In addition to the other information included in and incorporated by reference into this proxy statement/prospectus, including, among others, the matters addressed in “Cautionary Note Regarding Forward-Looking Statements” beginning on page 37, Cooper Tire stockholders should carefully consider the following risk factors before deciding whether to vote for the proposal to adopt the merger agreement. In addition, you should read and consider the risks associated with each of the businesses of Cooper Tire and Goodyear because these risks will relate to Goodyear following the completion of the merger. Descriptions of some of these risks can be found in the respective Goodyear and Cooper Tire Annual Reports on Form 10-K for the fiscal year ended December 31, 2020, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q, Current Reports on Form 8-K or Annual Reports on Form 10-K, which are incorporated by reference into this proxy statement/prospectus. You should also consider the other information in this document and the other documents incorporated by reference into this document. See “Where You Can Find More Information” beginning on page 192.

Risks Related to the Merger

The merger is subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete the merger in a timely manner or at all could have adverse effects on Cooper Tire and Goodyear.

The completion of the merger is subject to a number of conditions, including, among others, (i) the approval by Cooper Tire stockholders of the adoption of the merger agreement and (ii) U.S. and non-U.S. regulatory approvals, which make the completion and timing of the completion of the merger uncertain. For a more detailed discussion regarding conditions to the merger, see “The Merger Agreement—Conditions to Completion of the Merger”, beginning on page 120. Also, either Goodyear or Cooper Tire may terminate the merger agreement if the merger has not been consummated by November 22, 2021 (or, in certain circumstances, as such date may be extended to February 22, 2022 or further extended to May 23, 2022 pursuant to the merger agreement), except that this right to terminate the merger agreement is not available to any party that has breached any provision of the merger agreement or, in the case of Goodyear or Merger Sub, the commitment letter, where such breach has been the proximate cause of the failure to consummate the merger.

If the merger is not completed, Cooper Tire’s and Goodyear’s respective ongoing businesses, financial conditions, financial results and stock prices may be materially adversely affected. Without realizing any of the benefits of having completed the merger, Goodyear and Cooper Tire will be subject to a number of risks, including the following:

•

the market price of Goodyear common stock and/or Cooper Tire common stock could decline to the extent that the current market price reflects a market assumption that the transaction will be completed;

•

Cooper Tire could owe a termination fee of $83,401,678 to Goodyear under certain circumstances relating to Cooper Tire’s entry into an agreement for an alternative transaction or a change in the recommendation of the Cooper Tire Board with respect to the merger as set forth in the section titled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 121;

•

if the merger agreement is terminated and the Goodyear Board or the Cooper Tire Board seeks another business combination, Goodyear shareholders and Cooper Tire stockholders cannot be certain that Goodyear or Cooper Tire will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that the other party has agreed to in the merger agreement;

•

time and resources committed by Goodyear’s and Cooper Tire’s respective management to matters relating to the merger could otherwise have been devoted to pursuing other beneficial opportunities for their respective companies;

•

Goodyear and/or Cooper Tire may experience negative reactions from the financial markets or from their respective customers, suppliers or employees;

•

Goodyear and Cooper Tire will be required to pay their respective costs relating to the merger, such as legal, accounting, financial advisory and printing fees, whether or not the merger is completed; and

•

litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against Goodyear or Cooper Tire to perform their respective obligations pursuant to the merger agreement.

The materialization of any of these risks could adversely impact Goodyear’s and Cooper Tire’s respective ongoing businesses, financial conditions, financial results and stock prices. Similarly, delays in the completion of the merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the merger.

The merger agreement contains provisions that limit Cooper Tire’s ability to pursue alternatives to the merger, could discourage a potential competing acquiror of Cooper Tire from making a favorable alternative transaction proposal and, in specified circumstances, could require Cooper Tire to pay a termination fee to Goodyear.

The merger agreement contains certain provisions that restrict Cooper Tire’s ability to initiate, solicit, knowingly encourage or facilitate or, subject to certain exceptions, engage in discussions or negotiations with respect to, or approve or recommend, any third-party proposal for an alternative transaction. Further, even if the Cooper Tire Board withdraws or qualifies its recommendation with respect to the adoption of the merger agreement, unless the merger agreement has been terminated in accordance with its terms, Cooper Tire will still be required to submit each of its merger-related proposals to a vote at the Cooper Tire special meeting. In addition, Goodyear generally has an opportunity to offer to modify the terms of the transactions contemplated by the merger agreement in response to any third-party alternative transaction proposal before the Cooper Tire Board may withdraw or qualify its recommendation with respect to the merger-related proposal or otherwise terminate the merger agreement.

In some circumstances relating to Cooper Tire’s entry into an agreement for an alternative transaction or a change in the recommendation of the Cooper Tire Board with respect to the merger, upon termination of the merger agreement, Cooper Tire will be required to pay a termination fee of $83,401,678 to Goodyear. See the section titled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 121.

These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Cooper Tire or pursuing an alternative transaction from considering or proposing such a transaction, even if it were prepared to pay consideration with a higher per share cash or market value than the per share cash or market value proposed to be received or realized in the merger. In particular, the termination fee, if applicable, could result in a potential third-party acquiror or merger partner proposing to pay a lower price to Cooper Tire stockholders than it might otherwise have proposed to pay absent such a fee.

The merger is subject to the expiration or termination of applicable waiting periods and the receipt of approvals, consents or clearances from regulatory authorities that may impose conditions that could have an adverse effect on (1) Cooper Tire, (2) Goodyear or (3) Goodyear following the transaction or, if not obtained, could prevent completion of the merger.

Before the merger may be completed, any waiting period (or extension thereof) applicable to the merger must have expired or been terminated, and any approvals, consents or clearances required in connection with the merger must have been obtained, in each case, under the HSR Act and other applicable law. In deciding whether to grant the required regulatory approval, consent or clearance, the relevant governmental entities may, among other factors, consider the effect of the merger on competition within their relevant jurisdiction. The terms and

conditions of the approvals, consents and clearances that are granted may impose requirements, limitations or costs or place restrictions on the conduct of the business of Goodyear following the transaction. On March 8, 2021, Goodyear and Cooper Tire each filed their respective requisite notification and report forms under the HSR Act with the DOJ and the FTC.

In addition, regulators may impose conditions, terms, obligations or restrictions in connection with their approval of or consent to the merger, and such conditions, terms, obligations or restrictions may delay completion of the merger or impose additional material costs on or materially limit Goodyear’s revenues following the completion of the merger or potentially lead to the abandonment of the merger. For a more detailed description of the regulatory review process, see the section titled “The Merger—Regulatory Approvals Required for the Merger” beginning on page 82.

Under the merger agreement, Goodyear, Merger Sub and Cooper Tire have agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws to consummate and make effective in the most reasonably expeditious manner possible the merger and the other transactions contemplated by the merger agreement, subject to the following limitation.

Goodyear and Merger Sub have agreed in the merger agreement to, and have agreed to cause their subsidiaries to, take any and all actions required to obtain all required approvals under the HSR Act and other applicable antitrust laws and applicable FDI laws, except that Goodyear will not be required to take or agree to take (and, without the prior written consent of Goodyear, neither Cooper Tire nor any of its subsidiaries or joint ventures (subject to the terms of the merger agreement) will take or agree to take) any action (including any remedy action) that, individually or in the aggregate with all other actions (including any remedy actions) taken pursuant to the foregoing would or would reasonably be expected to result in or be a burdensome condition and if requested by Goodyear, Cooper Tire will become subject to, consent to, or offer or agree to, or otherwise take any action (including any remedy action) with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Cooper Tire in the event the closing of the merger occurs.

As used in this proxy statement/prospectus “burdensome condition” means the executing or carrying out, consenting to or to offer to or to agree to, or otherwise take any action (including any remedy action) with respect to, any requirement, condition, limitation, understanding or agreement (including consent decrees and undertakings) in respect of, in anticipation of or pursuant to any action contemplated by the foregoing that, individually or in the aggregate with all other such actions pursuant to the foregoing, would reasonably be expected to result in a material adverse effect on the business, financial condition or operations of Goodyear and its subsidiaries, taken as a whole, after giving effect to the transactions contemplated by the merger agreement (including, for the avoidance of doubt, Cooper Tire and its subsidiaries and joint ventures).

The exchange ratio is fixed and will not be adjusted in the event of any change in either Goodyear’s or Cooper Tire’s stock price.

Upon completion of the merger, each share of Cooper Tire common stock will be converted into the right to receive $41.75 in cash (as such amount of cash may potentially be adjusted as described under the heading “The Merger Agreement—Merger Consideration—Share Cap Adjustment”), without interest, and 0.907 (as such amount may potentially be adjusted as described under the heading “The Merger Agreement—Merger Consideration—Share Cap Adjustment”) of a validly issued, fully paid and non-assessable share of Goodyear common stock. This exchange ratio was fixed in the merger agreement and will not be adjusted for changes in the market price of either Goodyear common stock or Cooper Tire common stock between the date the merger agreement was signed and the completion of the merger. Due to the fixed exchange ratio, fluctuations in the price of Goodyear common stock will drive corresponding changes in the value of the merger consideration payable to each Cooper Tire stockholder. As a result, changes in the price of Goodyear common stock prior to the

completion of the merger will affect the market value that Cooper Tire stockholders will become entitled to receive on the date of the closing of the merger. Stock price changes may result from a variety of factors (many of which are beyond Goodyear’s or Cooper Tire’s control), such as changes in Goodyear’s or Cooper Tire’s respective business, operations and prospects; changing raw material prices; the continued effects of the COVID-19 pandemic and governmental and business responses to the pandemic; and changes in government rules and regulations in the countries in which each of Goodyear and Cooper Tire operates.

The price of Goodyear common stock has fluctuated during the period between the date the merger agreement was executed and the date of this proxy statement/prospectus, and may continue to change through the date of the Cooper Tire special meeting and the date the merger is completed (which might be a significant period of time after the Cooper Tire special meeting). For example, based on the range of closing prices of Goodyear common stock during the period from February 19, 2021, the last full trading day before the public announcement of the merger, through March 26, 2021, the last practicable trading date before the filing of this proxy statement/prospectus, the exchange ratio representing the market value of the merger consideration ranged from a high of $58.79 to a low of $54.36 for each share of Cooper Tire common stock. Because the exchange ratio will not be adjusted to reflect any changes in the market values of Goodyear common stock or Cooper Tire common stock, the actual market value of the Goodyear common stock received by Cooper Tire stockholders upon completion of the merger may be outside this range.

These variations could result from changes in the business, operations or prospects of Goodyear or Cooper Tire prior to or following the completion of the merger, regulatory considerations, general market and economic conditions and other factors both within and beyond the control of Goodyear or Cooper Tire. At the time of the Cooper Tire special meeting, Cooper Tire stockholders will not know with certainty the value of the shares of Goodyear common stock that they will receive upon completion of the merger. Neither Goodyear nor Cooper Tire is permitted to terminate the merger agreement solely because of changes in the market price of either company’s common stock.

Cooper Tire stockholders are urged to obtain current market quotations for shares of Goodyear common stock and Cooper Tire common stock.

Members of the Cooper Tire Board and management have interests in the merger that are different from, or in addition to, those of other stockholders.

In considering whether to adopt the merger agreement and approve the transactions contemplated thereby, Cooper Tire stockholders should recognize that members of management and the Cooper Tire Board have interests in the merger that differ from, or are in addition to, their interests as Cooper Tire stockholders.

The executive officers of Cooper Tire have arrangements with Cooper Tire that provide for certain severance payments or benefits, accelerated vesting of certain cash incentive and equity-based awards and other rights and other payments or benefits upon completion of the merger and/or if their employment or service is terminated under certain circumstances between the date the merger agreement was signed on February 22, 2021 and the completion of the merger or following completion of the merger. In addition, the executive officers and directors of Cooper Tire also have rights to indemnification, advancement of expenses and directors’ and officers’ liability insurance that will survive the completion of the merger. Following the signing of the merger agreement on February 22, 2021, Cooper Tire deposited an additional $58,811,995 in cash to a rabbi trust for the benefit of all beneficiaries under the rabbi trust agreement, which include Cooper Tire’s executive officers, directors and employees other than executive officers, pursuant to pre-existing contractual commitments requiring Cooper Tire to fund the benefits payable to directors, executive officers and certain other employees under each of Cooper Tire’s nonqualified deferred compensation plans, the change in control severance pay plan and the rabbi trust agreement. The Cooper Tire Board was aware of these interests and considered them, among other matters, in approving the merger agreement and making its recommendation that Cooper Tire stockholders vote “FOR” the merger proposal and “FOR” the merger-related named executive officer compensation proposal on a non-binding advisory basis.

These interests are further described in “The Merger—Interests of Directors and Executive Officers of Cooper Tire in the Merger” beginning on page 68.

Each party is subject to business uncertainties and contractual restrictions while the proposed merger is pending, which could adversely affect each party’s business and operations.

In connection with the pendency of the merger, it is possible that some customers, suppliers and other persons with whom Goodyear or Cooper Tire has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Goodyear or Cooper Tire, as the case may be, as a result of the merger or otherwise. Under the terms of the merger agreement, each of Goodyear and Cooper Tire is subject to certain restrictions on the conduct of its respective business prior to completing the merger, which may adversely affect Goodyear’s ability to acquire assets or Cooper Tire’s ability to execute certain of its business strategies, including, with respect to Cooper Tire, the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures. Such limitations could adversely affect each party’s business and operations prior to the completion of the merger. See “The Merger Agreement—Covenants and Agreements—Conduct of Business” beginning on page 99 for more information.

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the merger.

Uncertainties associated with the merger may cause a loss of management personnel and other key employees, and Goodyear and Cooper Tire may have difficulty attracting and motivating management personnel and other key employees, which could adversely affect the future business and operations of Goodyear after the completion of the merger.

Goodyear and Cooper Tire are dependent on the experience and industry knowledge of their respective management personnel and other key employees to execute their business plans. The success of Goodyear after the completion of the merger will depend in part upon the ability of Goodyear and Cooper Tire to attract, motivate and retain key management personnel and other key employees. Prior to completion of the merger, current and prospective employees of Goodyear and Cooper Tire may experience uncertainty about their roles within the combined company following the completion of the merger, which may have an adverse effect on the ability of each of Goodyear and Cooper Tire to attract, motivate or retain management personnel and other key employees. In addition, no assurance can be given that Goodyear after completion of the merger will be able to attract, motivate or retain management personnel and other key employees of Goodyear and Cooper Tire to the same extent that Goodyear and Cooper Tire have previously been able to attract or retain their own employees.

The opinion of Cooper Tire’s financial advisor will not reflect changes in circumstances between the signing of the merger agreement and the completion of the merger.

Cooper Tire has received an opinion from its financial advisor in connection with the signing of the merger agreement, but has not obtained any updated opinion from its financial advisor as of the date of this proxy statement/prospectus. Changes in the operations and prospects of Goodyear or Cooper Tire, general market and economic conditions and other factors that may be beyond the control of Goodyear or Cooper Tire, and on which Cooper Tire’s financial advisor’s opinion was based, may significantly alter the value of Goodyear or Cooper Tire or the prices of the shares of Goodyear common stock or Cooper Tire common stock by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. Because Cooper Tire does not currently anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness of the merger consideration from a financial point of view at the time the merger is completed. The Cooper Tire Board’s recommendation that Cooper Tire stockholders vote “FOR” approval of the merger proposal, “FOR” the merger-related named executive officer compensation proposal and, if necessary or appropriate, “FOR” the adjournment proposal, however, is made as of the date of this proxy statement/prospectus.

For a description of the opinion that Cooper Tire received from its financial advisor, see the section titled “The Merger—Opinion of Cooper Tire’s Financial Advisor” beginning on page 60. A copy of the opinion of Goldman Sachs, Cooper Tire’s financial advisor, is attached as Annex C to this proxy statement/prospectus.

Litigation against Goodyear and Cooper Tire could result in substantial costs, an injunction preventing the completion of the merger and/or a judgment resulting in the payment of damages.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs. An adverse judgment could result in monetary damages, which could have a negative impact on Goodyear’s and Cooper Tire’s respective liquidity and financial condition.

Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the merger, then that injunction may delay or prevent the merger from being completed, or from being completed within the expected timeframe, which may adversely affect Goodyear’s and Cooper Tire’s respective business, financial position and results of operation. As of March 30, 2021, the date of the filing of this proxy statement/prospectus, Goodyear and Cooper Tire are only aware of three securities class action lawsuits filed in connection with the merger. See “The Merger—Litigation Relating to the Merger” beginning on page 83 for more information.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and may not be reflective of the operating results and financial condition of the combined company following completion of the merger.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Goodyear’s actual financial position or results of operations would have been had the merger been completed on the dates indicated. Further, Goodyear’s actual results and financial position after the merger may differ materially and adversely from the unaudited pro forma condensed combined financial information that is included in this proxy statement/prospectus. The unaudited pro forma condensed combined financial information has been prepared with the expectation, as of the date of this proxy statement/prospectus, that Goodyear will be identified as the acquirer under GAAP and reflects adjustments based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed. The final acquisition accounting will be based upon the actual purchase price and the fair value of the assets and liabilities of the party that is determined to be the acquiree under GAAP as of the date of the completion of the merger. In addition, subsequent to the closing date of the merger, there will be further refinements of the acquisition accounting as additional information becomes available. Accordingly, the final acquisition accounting may differ materially from the pro forma condensed combined financial information reflected in this document. See “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 128 for more information.

Completion of the merger may trigger change in control or other provisions in certain agreements to which Cooper Tire or its subsidiaries is a party, which may have an adverse impact on Goodyear’s business and results of operations after the merger.

The completion of the merger may trigger change in control and other provisions in certain agreements to which Cooper Tire is a party. If Goodyear and Cooper Tire are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if Goodyear and Cooper Tire are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Cooper Tire or Goodyear following the transaction. Any of the foregoing or similar developments may have an adverse impact on Goodyear’s business and operations after the completion of the merger.

The shares of Goodyear common stock to be received by Cooper Tire stockholders upon completion of the merger will have different rights from shares of Cooper Tire common stock.

Upon completion of the merger, Cooper Tire stockholders will no longer be Cooper Tire stockholders but will instead become Goodyear shareholders, and their rights as Goodyear shareholders will be governed by the terms of Goodyear’s articles of incorporation, as amended (“Goodyear’s articles of incorporation”), Goodyear’s code of regulations, as amended (“Goodyear’s code of regulations”) and by the ORC. The terms of Goodyear’s articles of incorporation, Goodyear’s code of regulations and the ORC are in some respects materially different than the terms of Cooper Tire’s restated certificate of incorporation (“Cooper Tire’s certificate of incorporation”), Cooper Tire’s bylaws and the DGCL, which currently govern the rights of Cooper Tire stockholders. See “Comparison of Rights of Shareholders of Goodyear and Stockholders of Cooper Tire” beginning on page 163 for a discussion of the different rights associated with shares of Cooper Tire common stock and shares of Goodyear common stock.

Cooper Tire stockholders will have a significantly reduced ownership and voting interest after the merger and will exercise less influence over the policies of Goodyear following the transaction than they now have on the policies of Cooper Tire.

Goodyear shareholders currently have the right to vote in the election of the Goodyear Board and on other matters affecting Goodyear. Cooper Tire stockholders currently have the right to vote in the election of the Cooper Tire Board and on other matters affecting Cooper Tire. Immediately after the merger is completed, it is expected that current Goodyear shareholders will own approximately 84% of the shares of Goodyear’s outstanding common stock following the transaction, and current Cooper Tire stockholders will own approximately 16% of the outstanding Goodyear common stock following the transaction. As a result of these reduced ownership percentages, current Cooper Tire stockholders will have less influence on the management and policies of Goodyear than they now have on the management and policies of Cooper Tire.

Goodyear’s shareholders will also be diluted by the merger.

The merger will dilute the ownership position of Goodyear’s current shareholders. Goodyear will issue up to approximately 46.4 million shares of Goodyear common stock to Cooper Tire stockholders in the merger (including Goodyear common stock to be issued in connection with outstanding Cooper Tire long-term incentive awards). As a result of these issuances, current Goodyear shareholders and Cooper Tire stockholders are expected to hold approximately 84% and 16%, respectively, of Goodyear’s outstanding common stock immediately following completion of the merger.

The merger will involve substantial costs.

Cooper Tire and Goodyear have incurred, and expect to continue to incur, a number of non-recurring costs associated with the merger, a substantial majority of which will be comprised of transaction and regulatory costs.

Risks Relating to Goodyear After Completion of the Merger

Goodyear may not achieve the intended benefits of the merger and the merger may disrupt its current plans or operations.

There can be no assurance that Goodyear will be able to successfully integrate Cooper Tire’s assets or otherwise realize the expected benefits of the potential transaction (including operating and other cost synergies). Difficulties in integrating Cooper Tire into Goodyear may result in Goodyear performing differently than expected, in operational challenges, in the failure to realize anticipated run-rate cost synergies and efficiencies in the expected timeframe or at all, or in the difficulty or failure of utilizing Goodyear’s available U.S. tax attributes, in which case the merger may not be accretive to earnings per share, may not improve Goodyear’s balance sheet position, may not enhance Goodyear’s ability to delever and may not generate additional free cash

flow due to reduced cash tax payments. The integration of the two companies may result in material challenges, including the diversion of management’s attention from ongoing business concerns; retaining key management and other employees; retaining or attracting business and operational relationships; the possibility of faulty assumptions underlying expectations regarding the integration process and associated expenses; consolidating corporate and administrative infrastructures and eliminating duplicative operations; coordinating geographically separate organizations; unanticipated issues in integrating information technology, communications and other systems; as well as potential unknown liabilities, unforeseen expenses relating to integration, or delays associated with the acquisition.

The future results of Goodyear after the completion of the merger may be adversely impacted if Goodyear does not effectively manage its expanded operations following the completion of the merger.

Following the completion of the merger, the size of Goodyear’s business will be significantly larger than the current size of either Goodyear’s or Cooper Tire’s respective businesses. Goodyear’s ability to successfully manage this expanded business will depend, in part, upon management’s ability to design and implement strategic initiatives that address not only the integration of two independent stand-alone companies, but also the increased scale and scope of the combined business with its associated increased costs and complexity. There can be no assurances that the combined company will be successful or that it will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the merger.

The combined company is expected to incur substantial expenses related to the completion of the merger and the integration of Goodyear and Cooper Tire.

The combined company is expected to incur substantial expenses in connection with the completion of the merger and the integration of Goodyear and Cooper Tire. There are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated, including purchasing, accounting and finance, sales, payroll, pricing, revenue management, marketing and benefits. The substantial majority of these costs will be non-recurring expenses related to the merger (including financing of the merger), facilities and systems consolidation. Goodyear may incur additional costs to maintain employee morale and to attract, motivate or retain management personnel and other key employees. Goodyear and Cooper Tire will also incur transaction fees and costs related to formulating integration plans for the combined business, and the execution of these plans may lead to additional unanticipated costs. Additionally, as a result of the merger, rating agencies may take negative actions with regard to Goodyear’s credit ratings, which may increase Goodyear’s financing costs, including in connection with the financing of the merger. These incremental transaction and merger-related costs may exceed the savings the combined company expects to achieve from the elimination of duplicative costs and the realization of other efficiencies related to the integration of the businesses, particularly in the near term and in the event there are material unanticipated costs.

The combined company will have significantly more indebtedness than the current indebtedness of Goodyear prior to the merger.

Upon completion of the merger, Goodyear may incur up to approximately $2.3 billion in additional indebtedness and is currently expected to have consolidated indebtedness of approximately $7.6 billion, which is greater than the current indebtedness of Goodyear. The increased indebtedness of the combined company in comparison to that of Goodyear on a historical basis may have the effect, among other things, of reducing the flexibility of Goodyear to respond to changing business and economic conditions and increasing borrowing costs. For more information on the financial impact of the merger on Goodyear’s indebtedness, see “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 128.

The financing arrangements that Goodyear will enter into in connection with the merger will contain restrictions and limitations that may, under certain circumstances, significantly impact Goodyear’s ability to operate its business.

Goodyear is incurring significant new indebtedness in connection with the merger. The agreements governing the indebtedness that Goodyear will incur in connection with the merger may, under certain circumstances, impose significant operating and financial restrictions on Goodyear. After the completion of the merger, these restrictions may affect Goodyear’s ability to operate its business and may limit Goodyear’s ability to take advantage of potential business opportunities as they arise.

In addition, the agreements governing such indebtedness may require Goodyear to comply with a consolidated coverage ratio financial covenant in certain circumstances. To the extent Goodyear is or becomes subject to such covenant, Goodyear’s ability to comply with such covenant in future periods will depend on its ongoing financial and operating performance, which in turn will be subject to economic conditions and to financial, market and competitive factors, many of which are beyond Goodyear’s control. The ability to comply with this covenant in future periods will also depend on Goodyear’s ability to successfully implement its overall business strategy and realize the anticipated benefits of the merger, including synergies, cost savings, innovation and operational efficiencies.

Various risks, uncertainties and events beyond Goodyear’s control could affect its ability to comply with the covenants contained in its financing agreements. Failure to comply with any of the covenants in its existing or future financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions. A default would permit lenders to accelerate the maturity of the debt under these agreements and to foreclose upon any collateral securing the debt. Under these circumstances, Goodyear might not have sufficient funds or other resources to satisfy all of its obligations. In addition, the limitations imposed by financing agreements on Goodyear’s ability to incur additional debt and to take other actions might significantly impair its ability to obtain other financing.

Goodyear has obtained a commitment letter from JPMorgan and other financial institutions with respect to the bridge facility. However, as of the date hereof, the definitive loan documents have not been finalized.

If Goodyear incurs additional indebtedness following the merger, the risks related to the substantial indebtedness of Goodyear after the completion of the merger may intensify. For additional information regarding the financing of the merger, see “The Merger Agreement—Financing and Financing Cooperation.”

The market price of Goodyear common stock after the merger may be affected by factors different from those affecting the price of Goodyear or Cooper Tire common stock before the merger.

Upon completion of the merger, holders of Goodyear common stock and Cooper Tire common stock will be holders of Goodyear common stock. As the businesses of Goodyear and Cooper Tire are different, the results of operations as well as the price of Goodyear common stock may in the future be affected by factors different from those factors affecting Goodyear and Cooper Tire as independent stand-alone companies. Goodyear following the transaction will face additional risks and uncertainties that Goodyear or Cooper Tire may currently not be exposed to as independent companies.

The market price of Goodyear common stock may decline as a result of the merger.

The market price of Goodyear common stock may decline as a result of the merger, and Goodyear shareholders could lose the value of their investment in Goodyear common stock if, among other things, Goodyear after completion of the merger is unable to achieve the expected growth in earnings, or if the anticipated benefits, including synergies, cost savings, innovation and operational efficiencies, from the merger are not realized, or if the transaction costs related to the merger are greater than expected, or if the financing related to the transaction

is on unfavorable terms, or if the merger is not completed within the anticipated timeframe. The market price also may decline if Goodyear does not achieve the perceived benefits and expected synergies of the transaction as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the merger on Goodyear’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts. The issuance of shares of Goodyear common stock in the merger could on its own have the effect of depressing the market price for Goodyear common stock. In addition, many Cooper Tire stockholders may decide not to hold the shares of Goodyear common stock they receive as a result of the merger. Other Cooper Tire stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of Goodyear common stock they receive as a result of the merger. Any such sales of Goodyear common stock could have the effect of depressing the market price for Goodyear common stock. Moreover, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, the Goodyear common stock, regardless of the actual operating performance of Goodyear after the completion of the merger.

The merger may result in a loss of customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners and may result in the termination of existing contracts.

Following the merger, some of the customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners of Cooper Tire may terminate or scale back their current or prospective business relationships with Goodyear. Some customers may not wish to source a larger percentage of their needs from a single company or may feel that Goodyear is too closely allied with one of their competitors. In addition, Cooper Tire has contracts with customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners that may require it to obtain consents from these other parties in connection with the merger, which may not be obtained on favorable terms or at all. If relationships with customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners are adversely affected by the merger, or if Goodyear, following the merger, loses the benefits of the contracts of Cooper Tire, Goodyear’s business and financial performance could suffer.

Other Risk Factors of Goodyear and Cooper Tire

Goodyear’s and Cooper Tire’s businesses are and will be subject to the risks described above. In addition, Goodyear and Cooper Tire are and will continue to be subject to the risks described in Goodyear’s and Cooper Tire’s respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2020, as updated by subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Annual Reports on Form 10-K, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. For the location of information incorporated by reference into this proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 192.

THE MERGER

The following is a discussion of the transaction between Goodyear and Cooper Tire. For a detailed summary of the material terms of the merger agreement, see “The Merger Agreement” beginning on page 91. This summary does not purport to be complete and may not contain all of the information about the transaction that is important to you. This section is not intended to provide you with any factual information about Goodyear or Cooper Tire. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings Goodyear and Cooper Tire make with the SEC that are incorporated by reference into this document, as described in “Where You Can Find More Information” beginning on page 192.

Background of the Merger

The Cooper Tire Board regularly evaluates the strategic direction of Cooper Tire, including evaluating strategic growth and other opportunities. This consideration includes periodic discussions with Cooper Tire’s management with respect to Cooper Tire’s takeover preparedness and long-term prospects and strategies, including strategic opportunities and challenges, all with the goal of enhancing long-term shareholder value. In connection with these discussions, the Cooper Tire Board and management, from time to time, have enlisted the assistance of financial advisors and outside legal counsel.

On August 19, 2020, Bradley Hughes, President and Chief Executive Officer of Cooper Tire, had dinner with Richard Kramer, Chairman, Chief Executive Officer and President of Goodyear, and Darren Wells, Executive Vice President and Chief Financial Officer of Goodyear, to discuss general industry conditions and similar issues effecting their respective companies. During the course of this dinner, Messrs. Kramer and Wells raised to Mr. Hughes the possibility of a business combination of the two companies. No specific proposal or terms of a potential strategic transaction were conveyed, but Mr. Kramer and Mr. Wells indicated that if Cooper Tire was willing to consider such a transaction, Goodyear would work internally to prepare and submit a non-binding proposal. Mr. Hughes informed Messrs. Kramer and Wells that Cooper Tire was not for sale at that time and that he was optimistic about Cooper Tire’s standalone strategy and its prospects in the near and long-term, but, consistent with Cooper Tire’s practice, if the Cooper Tire Board were presented with an offer that it believed was in the best interests of Cooper Tire and its stockholders, then the Cooper Tire Board would consider such offer.

On August 25, 2020, Mr. Hughes had a conversation with Mr. Kramer and Mr. Wells. Mr. Hughes indicated that, although Cooper Tire had not been considering a sale or merger of the company, Cooper Tire could see the potential value in a combination of Cooper Tire and Goodyear. Mr. Hughes indicated that Cooper Tire would be open to hearing more about Goodyear’s potential proposal. Mr. Hughes reiterated his optimism about Cooper Tire’s near and long-term prospects as a standalone enterprise, and indicated that, for any proposal to be seriously considered, it would need to offer a compelling combination of value to Cooper Tire stockholders, coupled with strong assurances regarding closing certainty. Mr. Wells indicated that Goodyear had been evaluating a potential business combination with Cooper Tire for some time, and that Goodyear would do some more work internally to prepare a potential proposal.

On August 26, 2020, Mr. Hughes informed the Cooper Tire Board of his conversations with Messrs. Kramer and Wells, including Goodyear’s interest in a potential business combination of the two companies.

On September 9, 2020, at the request of Mr. Kramer, Mr. Hughes had a phone conversation with Mr. Kramer and Mr. Wells. During that call, Messrs. Kramer and Wells reaffirmed Goodyear’s interest in a potential transaction, indicating that they would likely make a cash and stock offer in early to mid-fourth quarter of calendar year 2020. As part of that discussion, the representatives of Goodyear requested certain information to further evaluate Cooper Tire and assist in the formulation of the terms of a potential offer.

On September 14, 2020, David Phillips, Senior Vice President and General Counsel of Goodyear, reached out to Stephen Zamansky, Senior Vice President, General Counsel and Secretary of Cooper Tire, to discuss the logistics of Cooper Tire providing information responsive to Goodyear’s requests.

On September 16, 2020, Mr. Phillips and Mr. Zamansky discussed on a phone call the general process to be followed if the parties were to proceed with evaluating a potential transaction. Mr. Phillips and Mr. Zamansky discussed which outside counsel and financial advisors the parties would each respectively intend to use in connection with evaluating a business combination. Mr. Phillips and Mr. Zamansky also discussed Goodyear’s previous information requests, and, although Mr. Zamansky provided some high-level oral responses to certain of the requests, he indicated that further responses from Cooper Tire at such time would be premature and could not be provided.

On September 21, 2020, Mr. Phillips emailed Mr. Zamansky requesting certain non-public information regarding Cooper Tire.

On September 23, 2020, Mr. Phillips and Mr. Zamansky had a phone discussion during which Mr. Zamansky reiterated that it was still premature for Cooper Tire to share responses to certain of the information requests made by Goodyear, and Mr. Phillips acknowledged that Goodyear understood. Mr. Phillips indicated that he believed that progress was being made on a potential proposal from Goodyear and that he anticipated that the previously indicated timeline for submission of that offer was doable.

On September 30, 2020, Mr. Phillips and Mr. Zamansky had a follow up conversation to discuss the respective financial advisors to be used by the parties in connection with evaluating and proceeding with a potential transaction.

On October 13, 2020, Mr. Kramer and Mr. Hughes had a conversation to discuss a proposal Goodyear intended to make to acquire Cooper Tire. Mr. Kramer informed Mr. Hughes that the Goodyear Board had approved an offer and that Mr. Phillips would be delivering Goodyear’s written non-binding proposal to Mr. Zamansky the following day. Mr. Kramer indicated that Goodyear’s offer would be a combination of cash and stock consideration, equating to a value of approximately $44.00 per Cooper Tire share based on Goodyear’s then-current share price.

On October 14, 2020, Mr. Phillips, on behalf of Goodyear, transmitted to Mr. Zamansky Goodyear’s written non-binding proposal to acquire all of the issued and outstanding shares of common stock of Cooper Tire in a cash and stock transaction in which Cooper Tire stockholders, at closing of the merger, would receive $35.21 in cash and 0.914 of a share of Goodyear common stock in exchange for each Cooper Tire share, which equated to a value of a $44.00 per share of Cooper Tire common stock based upon Goodyear’s share price as of the close of business on October 13, 2020.

On October 19, 2020, the Cooper Tire Board held a meeting to discuss Goodyear’s proposal. Messrs. Hughes and Zamansky led a discussion with the Cooper Tire Board regarding the terms of Goodyear’s proposal. The Cooper Tire Board received from Mr. Zamansky instruction regarding its fiduciary duties. The Cooper Tire Board then continued with a discussion of the proposal from Goodyear, in which the directors discussed their impressions of the proposal, as well as areas where they believed that Cooper Tire needed more information. The Cooper Tire Board also discussed potential other parties who might be interested in pursuing a potential acquisition or other strategic transaction as an alternative to Goodyear’s proposal. After discussion, the Cooper Tire Board unanimously determined that Cooper Tire should continue to analyze Goodyear’s proposal and that the Cooper Tire Board would consider it further at its next meeting before month’s end.

Also on October 19, 2020, Mr. Hughes called Mr. Kramer to inform him that he would engage in a full discussion of Goodyear’s offer with the Cooper Tire Board at the Cooper Tire Board meeting at the end of the month.

On October 20, 2020, Mr. Zamansky had a conversation with Mr. Phillips to, among other things, provide a general update on timing and process of exploring a potential transaction between the companies.

Over the course of October 29, 2020 and October 30, 2020, the Cooper Tire Board held a regularly scheduled meeting. Mr. Zamansky and representatives from Goldman Sachs and Jones Day were present at and participated in the meeting. The Cooper Tire Board engaged in a discussion with management and its financial and legal advisors regarding Goodyear’s proposal and potential responses to such proposal. During that discussion, representatives of Goldman Sachs reviewed Goldman Sachs’ preliminary financial analyses of Goodyear’s proposal. The Cooper Tire Board received from Jones Day instruction regarding its fiduciary duties in connection with the receipt of an unsolicited proposal. After discussion, the Cooper Tire Board unanimously determined that Mr. Hughes would inform Goodyear that their proposal was not sufficiently compelling to engage in further discussions, but that Cooper Tire would be open to considering a revised proposal.

On October 31, 2020, Mr. Hughes communicated to Mr. Kramer that the Cooper Tire Board had concluded that Goodyear’s proposal was not sufficient, but that Cooper Tire would be open to considering a revised proposal. Mr. Kramer indicated that Goodyear would consider how it would plan to proceed.

On November 1, 2020, Mr. Kramer and Mr. Hughes discussed Goodyear’s proposal further. Mr. Kramer requested certain additional, non-public information regarding Cooper Tire. Mr. Hughes responded that at Goodyear’s current offer, Cooper Tire was not willing to proceed with non-public information sharing. Mr. Kramer indicated that he understood and would revert.

On November 4, 2020, Mr. Kramer and Mr. Hughes had another phone call discussion. On that call, Mr. Kramer indicated that Goodyear would be submitting a revised non-binding proposal, reflecting an increased offer price which equated to a value of $45.50 per share of Cooper Tire common stock. However, Mr. Kramer noted that this was the best offer that Goodyear could make without being provided access to certain non-public information regarding Cooper Tire.

Later in the day on November 4, 2020, Goodyear submitted to Cooper Tire its revised non-binding proposal which equated to a value of $45.50 per share, consisting of cash and stock consideration.

On November 11, 2020, the Cooper Tire Board held a meeting to discuss Goodyear’s revised proposal. Mr. Zamansky and representatives from Goldman Sachs and Jones Day were present at the meeting. Representatives of Goldman Sachs reviewed the terms of Goodyear’s revised proposal and the Goldman Sachs’ preliminary financial analyses of the proposal. The Cooper Tire Board then asked questions of the representatives of Goldman Sachs and management, discussed the proposal and potential transaction further, and discussed potential next steps. A representative of Jones Day then responded to questions from the Cooper Tire Board regarding legal matters, including the Cooper Tire Board’s fiduciary duties. After discussion, the Cooper Tire Board unanimously determined that, while the revised proposal was not sufficiently compelling to proceed with the proposed transaction or enter into full due diligence with Goodyear, it did warrant further engagement. The Cooper Tire Board authorized management to communicate this to Goodyear and, subject to entering into a customary confidentiality agreement, to share limited information and engage in discussions with Goodyear to enable Goodyear to better understand the potential value of Cooper Tire and a transaction, to enable Goodyear and Cooper Tire to better understand potential synergies in connection with a transaction, and to determine if Goodyear could improve its proposed offer.

On November 14, 2020, Mr. Hughes called Mr. Kramer to inform him that while Cooper Tire appreciated the revised proposal from Goodyear, the Cooper Tire Board had concluded that Goodyear’s proposal was still not sufficient. However, subject to entering into a customary confidentiality agreement, Cooper Tire would be willing to share limited information and engage in discussions with Goodyear to enable Goodyear to determine if it could improve its proposed offer.

On November 16, 2020, Mr. Zamansky had a discussion with Mr. Phillips regarding entering into a confidentiality agreement and Goodyear’s information requests. Later that day, representatives of Jones Day sent to Mr. Phillips a draft confidentiality agreement.

From November 16, 2020 to November 20, 2020, Mr. Zamansky and Mr. Phillips, along with representatives of Goodyear’s outside legal counsel Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul Weiss”) and Jones Day negotiated the terms of a mutual confidentiality agreement, which ultimately included an 18-month standstill provision, which provided Goodyear the ability to make offers on a confidential basis to the Cooper Tire Board, including in the event that Cooper Tire entered into a definitive agreement with respect to a transaction or series of related transactions directly or indirectly involving the sale, transfer or merger of a majority of the voting securities of Cooper Tire or the consolidated assets of Cooper Tire. The confidentiality agreement also included customary obligations to preserve the confidentiality of information exchanged. Cooper Tire and Goodyear executed the mutual confidentiality agreement on November 20, 2020.

On November 20, 2020, Mr. Phillips sent Mr. Zamansky certain limited information requests on behalf of Goodyear.

On November 23, 2020, Goldman Sachs delivered to Cooper Tire a relationship disclosure letter.

On November 24, 2020, Mr. Zamansky and Mr. Phillips discussed Goodyear’s information requests and Cooper Tire’s plans to respond to those requests.

On November 27, 2020, Mr. Zamansky delivered to Mr. Phillips via email materials responsive to Goodyear’s limited information requests of November 20, 2020. Messrs. Zamansky and Phillips subsequently had a call on November 30, 2020 to discuss the information provided and certain additional requests made by Goodyear, as well as clarifications to previous of its requests and the scheduling of a meeting to discuss the provided materials.

On November 30, 2020, Mr. Phillips emailed Mr. Zamansky communicating further follow up items that Mr. Phillips indicated that Goodyear viewed as open items from its previous limited information requests.

On December 2, 2020, Messrs. Phillips and Zamansky communicated further to discuss scheduling a virtual meeting to discuss the information Cooper Tire had provided, including setting an agenda of topics to be discussed at that meeting.

On December 3, 2020, Mr. Zamansky delivered via email to Mr. Phillips additional materials responsive to Goodyear’s limited information requests.

On December 4, 2020, Mr. Hughes, Mr. Zamansky and Phil Kortokrax, Senior Vice President of Global Operations and Procurement of Cooper Tire, participated in a virtual meeting with members of Goodyear’s senior management team. During that meeting, the representatives in attendance from Cooper Tire discussed with the representatives in attendance from Goodyear the materials provided to date by Cooper Tire. Cooper Tire’s representatives also responded to follow up questions posed by Goodyear’s representatives during the course of that meeting.

Later on December 4, 2020, Mr. Kramer and Mr. Hughes had a conversation, during which Mr. Kramer thanked Mr. Hughes for the information, asked for a limited amount of follow-up information and indicated that Goodyear would continue to assess whether it could make a revised offer. Mr. Zamansky provided the requested follow-up information to Mr. Phillips via email on December 6, 2020.

On December 8, 2020, the Cooper Tire Board held a regularly scheduled meeting. Mr. Hughes and Mr. Zamansky reviewed and led a discussion on Goodyear’s current proposal to acquire Cooper Tire, including an update on developments since the last meeting of the directors. The Cooper Tire Board then further discussed and asked questions regarding Goodyear’s proposal.

On December 18, 2020, Mr. Kramer conveyed to Mr. Hughes that Goodyear was still working on a revised proposal based on the discussions that had occurred and information that had been provided. Mr. Kramer indicated that he expected that Goodyear would revert with a revised proposal or other update in January 2021.

During a phone conversation on January 5, 2021, Mr. Kramer and Mr. Hughes discussed the status of Goodyear’s proposal and interest in moving forward. Mr. Kramer communicated to Mr. Hughes that Goodyear had continued to evaluate its revised proposal over the year-end holidays. Mr. Kramer explained that the Goodyear Board had a meeting scheduled for the following week and he expected that he could provide a further update after that meeting.

On January 7, 2021, the Cooper Tire Board held a special meeting. Mr. Zamansky was also present at the meeting. Among other matters, Mr. Hughes and Mr. Zamansky reviewed and led a discussion with the directors regarding developments with respect to Goodyear’s proposal since the last meeting of the directors.

On January 12, 2021, Mr. Kramer and Mr. Hughes had a phone conversation, during which Mr. Kramer conveyed Goodyear’s revised non-binding offer which equated to a value of $52.50 per share, consisting of cash and stock consideration. Mr. Kramer indicated to Mr. Hughes that this revised offer was at the upper limit of the price that Goodyear was willing to pay and that Goodyear desired to move quickly if the parties were to proceed with pursuing a transaction. Following this call, on the same day, Mr. Phillips delivered Goodyear’s revised offer to Mr. Zamansky in writing, which revised offer reflected the price increase discussed earlier that day between Messrs. Kramer and Hughes.

On January 17, 2021, the Cooper Tire Board held a meeting to discuss Goodyear’s revised proposal. Mr. Zamansky and representatives from Goldman Sachs and Jones Day were present at the meeting. Representatives of Goldman Sachs reviewed the terms of Goodyear’s revised proposal and Goldman Sachs’ preliminary financial analyses of the revised offer. Messrs. Hughes and Zamansky then led a discussion of potential responses to Goodyear and also led a discussion of ways to identify and potentially engage with other parties who might be interested in presenting a competing proposal. After discussion, the Cooper Tire Board unanimously determined that the revised proposal warranted further engagement with Goodyear, and instructed management to further explore the potential transaction with Goodyear, including by offering to provide Goodyear with additional information to assist it in potentially increasing its offer price. The Cooper Tire Board also instructed management to continue with their planning to reach out to other parties who might be interested in presenting a competing proposal. The Cooper Tire Board also unanimously approved the engagement of Goldman Sachs as financial advisor for the transaction.

Over the course of January 18, 2021 and January 19, 2021, Mr. Hughes and Mr. Kramer communicated multiple times regarding various considerations with respect to proceeding further toward a potential transaction, including potential synergies in connection with a transaction, Cooper Tire’s desire for assurances on closing certainty, and Goodyear’s offer price. Towards the conclusion of these discussions, Mr. Kramer orally communicated to Mr. Hughes an increase in Goodyear’s non-binding offer price which equated to a value of $53.50, consisting of cash and stock consideration, which Mr. Kramer indicated would be Goodyear’s best and final offer.

On January 19, 2021, the Cooper Tire Board held a meeting to discuss Goodyear’s revised proposal. Mr. Zamansky and representatives from Goldman Sachs and Jones Day were present at the meeting. Mr. Hughes described the revised proposal from Goodyear and conveyed Goodyear’s assertion that this was its best and final offer. Messrs. Hughes and Zamansky and the representatives of Goldman Sachs and the representatives of Jones Day then reviewed key deal points to consider if the Cooper Tire Board were to decide to pursue the proposal, including, among other things, deal certainty considerations, potential responses to Goodyear and next steps. Representatives of Goldman Sachs reviewed Goldman Sachs’ updated preliminary financial analyses of Goodyear’s proposal. Messrs. Hughes and Zamansky also led a discussion of how to potentially engage with other parties who management viewed, based on discussions with its advisors, would be the most likely to be able to provide a competing proposal capable of consummation. After discussion, the Cooper Tire Board unanimously determined that the revised proposal warranted further engagement with Goodyear, and instructed management to engage with Goodyear to pursue the potential transaction on the terms outlined by management, including by engaging in due diligence and working to negotiate a definitive merger agreement. The Cooper Tire

Board also instructed management to proceed with outreach to the other parties identified by management who might be able to provide a competing proposal capable of consummation, while discussions proceed with Goodyear.

On January 20, 2021, Mr. Hughes and Mr. Kramer had a conversation, during which it was agreed between them that the companies would move forward with engaging in due diligence and negotiation of a definitive merger agreement on the basis of Goodyear’s per share offer price which equated to a value of $53.50. Mr. Hughes also emphasized the need for assurances as to closing certainty for Cooper Tire in order for Cooper Tire to proceed. Also on January 20, 2021, Messrs. Zamansky and Phillips discussed immediate next steps for the process, including Goodyear’s intent to provide its revised non-binding proposal in writing and Goodyear’s delivery of a due diligence request list and the parties’ intended process for negotiating a definitive merger agreement.

Following the discussions described in the immediately preceding paragraph, on January 20, 2021, Mr. Phillips delivered via email to Mr. Zamansky Goodyear’s revised non-binding proposal, along with Goodyear’s due diligence request list.

On January 21, 2021, Mr. Phillips emailed Mr. Zamansky a request to schedule various due diligence meetings and, on January 27, 2021, Cooper Tire began to make due diligence materials available to Goodyear and its financial and legal advisors through a virtual data room.

Also on January 21, 2021, representatives of Jones Day had a conversation with representatives of Paul Weiss regarding the potential transaction. During this conversation, the respective representatives discussed approaches to drafting and negotiating the merger agreement, with representatives of Jones Day noting Cooper Tire’s particular concerns regarding closing certainty in light of the previous failed merger in 2013 between Cooper Tire and Apollo Tyres Ltd. The representatives also discussed the approach to due diligence, including Cooper Tire’s reverse due diligence on Goodyear.

Also on January 21, 2021, Goldman Sachs delivered to Cooper Tire an updated relationship disclosure letter.

On January 23, 2021, representatives of Cooper Tire reached out to a potential alternative bidder, which we refer to as Party A, regarding Party A’s interest in a potential business combination with Cooper Tire. Party A indicated that it was not in a position at that time to engage in an acquisition of Cooper Tire.

On January 26, 2021, Mr. Zamansky and Mr. Phillips discussed the deal process generally, including the timing of various key milestones, including signing, as well the approach to due diligence, including Cooper Tire’s reverse due diligence on Goodyear. The parties also discussed Goodyear’s financing plan for the proposed transaction. On January 29, 2021, Messrs. Zamansky and Phillips had a follow up conversation to discuss these same topics.

On January 29, 2021, Paul Weiss sent a draft merger agreement to Jones Day. On February 1, 2021, representatives of Jones Day engaged in high-level discussions with representatives of Paul Weiss regarding the issues identified by Cooper Tire and its advisors with Goodyear’s draft merger agreement, including provisions relating to closing certainty, financing, regulatory risk allocation and certain employee benefits matters. On February 4, 2021, Jones Day sent a revised draft merger agreement to Paul Weiss.

Over the course of the next week and a half, the parties continued their due diligence investigations, representatives of Jones Day and representatives of Paul Weiss continued to negotiate terms of the merger agreement and members of Cooper Tire’s management team met daily with Jones Day and Goldman Sachs to discuss the status of negotiations with Goodyear generally, progress on responses to Goodyear’s due diligence requests, and the status of the draft merger agreement.

On February 1, 2021, Cooper Tire and Goldman Sachs executed an engagement letter to formally engage Goldman Sachs as Cooper Tire’s financial advisor in connection with the possible sale of all or a majority of the stock or assets of Cooper Tire.

Between February 5, 2021 and February 9, 2021, representatives of Goldman Sachs reached out to four potential other bidders as directed by the Cooper Tire Board.

Representatives of Goldman Sachs reached out to Party B on February 5, 2021, and Goldman Sachs (on behalf of Cooper Tire) and Party B entered into a confidentiality agreement to disclose Cooper Tire’s identity on that same day. On February 8, 2021, Party B communicated to Goldman Sachs that it was not interested in submitting a competing bid to acquire Cooper Tire at that time.

Representatives of Goldman Sachs reached out to Party C on February 5, 2021, and Goldman Sachs (on behalf of Cooper Tire) and Party C entered into a confidentiality agreement to disclose Cooper Tire’s identity on that same day. On February 9, 2021, Cooper Tire and Party C entered into a confidentiality agreement, which included customary non-disclosure provisions and a standstill arrangement. Following execution of the February 9, 2021 confidentiality agreement, Cooper Tire provided Party C with limited non-public diligence information, including operations and forecast information. Also on February 9, 2021, representatives of Goldman Sachs and Jones Day delivered a draft merger agreement to Party C and requested that Party C submit its proposal by February 14, 2021, including a markup of the draft merger agreement. On February 11, 2021, Party C communicated to Goldman Sachs that it was not interested in submitting a competing bid to acquire Cooper Tire at that time.

Representatives of Goldman Sachs reached out to Party D on February 5, 2021, and Goldman Sachs (on behalf of Cooper Tire) and Party D entered into a confidentiality agreement to disclose Cooper Tire’s identity on February 8, 2021. On February 11, 2021, Party D communicated to Goldman Sachs that it was not interested in submitting a competing bid to acquire Cooper Tire at that time.

Representatives of Goldman Sachs reached out to Party E on February 9, 2021, and on February 15, 2021, Party E communicated to Goldman Sachs that it was not interested in submitting a bid at that time.

On February 9, 2021, Mr. Zamansky and Mr. Phillips discussed a number of open items remaining in the transaction, including those open items remaining in the draft merger agreement. Mr. Phillips indicated that Goodyear and Paul Weiss were continuing to review and revise the draft merger agreement and were attempting to do so in a manner as to try to close gaps in remaining open issues. Over the course of the next few weeks until the signing of the merger agreement, Messrs. Zamansky and Phillips would have multiple conversations discussing various aspects of the transaction process, including finalizing open items in the merger agreement, due diligence and Goodyear’s financing plan for the proposed transaction.

On February 9, 2021, Messrs. Hughes and Kramer also discussed progress made to date on completing negotiations and Goodyear’s due diligence review of Cooper Tire.

On February 11, 2021, Paul Weiss sent to Jones Day a revised draft of the merger agreement. Over the course of the next few days, the parties continued the due diligence investigation and representatives of Paul Weiss and representatives of Jones Day continued to negotiate the terms of the merger agreement. On February 14, 2021, Jones Day sent a revised draft of the merger agreement to Paul Weiss. Over the course of the next week, Jones Day and Paul Weiss exchanged multiple drafts of the merger agreement.

During the morning of February 15, 2021, representatives of Cooper Tire and Goodyear had a meeting to discuss Goodyear’s financing plan for the proposed transaction.

Also on February 15, 2021, Mr. Hughes and Mr. Kramer had another discussion, during which they discussed open issues regarding deal certainty concerns, including the allocation of regulatory risk and Goodyear’s financing commitment.

In addition, on February 15, 2021, representatives of Goldman Sachs and representatives from Goodyear’s financial advisor Lazard Freres & Co., LLC (“Lazard”) discussed Goodyear’s proposed financing arrangement for the transaction, as well as the basis for the calculation of the stock portion of Goodyear’s per share offer price.

On February 16, 2021, Messrs. Hughes and Kramer spoke once again to further discuss the calculation of the stock portion of Goodyear’s offer price. Mr. Hughes and Mr. Kramer spoke once again on the same topic on February 18, 2021.

Also on February 16, 2021, Goldman Sachs delivered to Cooper Tire an updated relationship disclosure letter.

Over the course of February 18, 2021 and February 19, 2021, the Cooper Tire Board held a regularly scheduled meeting of the directors. Among other matters discussed at the meeting, Messrs. Hughes and Zamansky led a discussion updating the Cooper Tire Board on Cooper Tire’s discussions with Goodyear, their efforts to progress to a definitive merger agreement, and the key remaining issues in Cooper Tire’s negotiations with Goodyear, including financing, regulatory risk allocation, other provisions in the draft merger agreement designed to provide closing certainty to Cooper Tire and the calculation of the stock portion of Goodyear’s offer price.

On February 19, 2021, Mr. Phillips and Mr. Zamansky had a phone call to discuss remaining open issues, including deal certainty considerations, regulatory risk allocation and offer price. Following that call, Mr. Phillips emailed Mr. Zamansky indicating Goodyear’s willingness to base the share consideration portion of the offer price on the ten-day weighted average stock price of Goodyear common stock, which as of the close of business on such date was $13.56.

On February 20, 2021, at the direction of Cooper Tire and Goodyear, respectively, Goldman Sachs and Lazard reached a tentative agreement on a final purchase price of $41.75 per share in cash and 0.907 of a share of Goodyear common stock. Subsequently, Mr. Kramer and Mr. Hughes spoke and agreed on the final per share purchase price as was tentatively agreed to amongst their respective financial advisors earlier that day.

During the evening of February 20, 2021, representatives of Paul Weiss, representatives of Covington & Burling LLP (“Covington”), Goodyear’s outside legal counsel in connection with the financing, and representatives of Jones Day, along with Mr. Zamansky and Mr. Phillips participated in a telephonic meeting to discuss the remaining open issues in the merger agreement. These included (1) finalization of certain representations and warranties of each of Cooper Tire and Goodyear contained in the merger agreement, (2) Cooper Tire’s obligations in respect of receipt of a competing takeover proposal, and (3) provisions relating to Goodyear’s financing and deal certainty generally. Mr. Zamansky and Mr. Phillips would continue discussions of the open issues in the merger agreement during the next morning.

On February 21, 2021, the Cooper Tire Board held a meeting together with members of management and representatives of Goldman Sachs and Jones Day, to discuss and review the draft merger agreement and to consider the proposed transaction. Representatives of Jones Day again reviewed the fiduciary duties of the directors and the terms of the draft merger agreement, as well as the exclusive forum amendment to Cooper Tire’s bylaws being considered at the meeting by the directors. Representatives of Goldman Sachs reviewed with the directors the other discussions that Cooper Tire had with other third parties regarding an alternative offer to Goodyear’s. Representatives of Goldman Sachs also reviewed with the directors Goldman Sachs’ financial analyses of the consideration proposed in the merger. The Cooper Tire Board asked questions of its advisors and management and engaged in discussions regarding the potential transaction. Goldman Sachs then rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion dated February 22, 2021 to the Cooper Tire Board that, as of such date and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the merger consideration to be paid to the holders (other than Goodyear and its affiliates) of shares of Cooper Tire common stock pursuant to the merger agreement was fair from a financial point of view to such holders. Following further discussion, the Cooper Tire Board unanimously adopted resolutions which, among other things, determined that the merger is fair to and in the best interests of Cooper

Tire and its stockholders, approved and declared advisable the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated therein, including the merger, recommended to Cooper Tire stockholders that they adopt the merger agreement, and directed that the merger agreement be submitted to the stockholders of Cooper Tire for consideration at a meeting of Cooper Tire stockholders.

Following the Cooper Tire Board meeting, the parties continued negotiation of the final open terms of the merger agreement. In connection therewith, Paul Weiss and Covington, on the one hand, and Jones Day, on the other hand, exchanged multiple drafts of the merger agreement, and the parties and their advisors held multiple discussions to resolve the remaining open issues. In the early morning hours of February 22, 2021, the parties executed and delivered the merger agreement and the parties issued a joint press release announcing the transaction.

Goodyear’s Rationale for the Transaction

Goodyear believes that the merger with Cooper Tire presents Goodyear with compelling strategic and financial benefits.

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Strengthens Leadership Position in Global Tire Industry. Goodyear expects that the consummation of the transaction will further strengthen Goodyear’s leading position in the U.S., while significantly growing its position in other North American markets. In China, the combination will nearly double Goodyear’s presence and increase the number of relationships with local automakers, while creating broader distribution for Cooper Tire replacement tires through Goodyear’s network of 2,500 branded retail stores.

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Combines Two Complementary Brand Portfolios with a Comprehensive Offering Across the Value Spectrum. The combined company will have the opportunity to leverage the strength of Goodyear original equipment and premium replacement tires, along with the mid-tier power of the Cooper Tire brand, which has particular strength in the light truck and SUV segments. Together, these brands have the opportunity to deliver a more complete offering to aligned distributors and retailers.

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Provides Significant, Immediate and Long-Term Financial Benefits.

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Synergies and Tax Benefits. Goodyear expects to achieve approximately $165 million in run-rate cost synergies within two years following the consummation of the transaction. The majority of the cost synergies will be related to overlapping corporate functions and realizing operating efficiencies. In addition, the combination is expected to generate net present value of $450 million or more by utilizing Goodyear’s available U.S. tax attributes. These tax attributes are expected to be able to reduce Goodyear’s cash tax payments, positioning it to generate additional free cash flow. The expected cost synergies from this transaction do not include manufacturing-related savings.

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Earnings and Balance Sheet. The transaction is expected to be accretive to earnings per share within the first full year following the closing, modestly improves Goodyear’s balance sheet position and enhances Goodyear’s ability to de-lever.

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Opportunity to Create Additional Value from Manufacturing and Distribution. Goodyear believes that opportunities for expansion of select Cooper Tire facilities will increase capital efficiency and flexibility. Goodyear expects that additional revenue growth opportunities will result from the addition of the Cooper Tire brand to Goodyear’s global distribution network.

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Increases Scale to Support Investments in New Mobility and Fleet Solutions. As an industry leader in the U.S., the combined company will offer tire products and a broad selection of services through Goodyear’s relationships with traditional and emerging original equipment manufacturers; autonomous driving system developers; new and established fleet operators; and other mobility platforms.

Cooper Tire Board Recommendation and Its Reasons for the Transaction

By unanimous vote, the Cooper Tire Board, at a meeting held on February 21, 2021, (a) declared that the merger is fair to, and in the best interests of, Cooper Tire and Cooper Tire stockholders, (b) approved and declared advisable execution, delivery and performance of the merger agreement and the transactions contemplated thereby (including the merger), (c) resolved to recommend the adoption of the merger agreement by Cooper Tire stockholders, and (d) directed that the adoption of the merger agreement be submitted to a vote at a meeting of Cooper Tire stockholders. The Cooper Tire Board unanimously recommends that Cooper Tire stockholders vote “FOR” the merger proposal, “FOR” the merger-related named executive officer compensation proposal and, if necessary or appropriate, “FOR” the adjournment proposal.

In evaluating the merger, the Cooper Tire Board consulted with Cooper Tire senior management and outside legal and financial advisors and considered a variety of factors. The discussion in this section is not intended to be an exhaustive list of the information and factors considered by the Cooper Tire Board, but it is intended to address the most material information and factors considered by the Cooper Tire Board. In view of the wide variety of factors considered in connection with the merger, the Cooper Tire Board did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific material factors it considered in reaching its decision. In addition, individual members of the Cooper Tire Board may have given different weight to different factors. The Cooper Tire Board considered this information and these factors based on the totality of the information and factors presented in deciding to recommend the adoption of the merger agreement.

The Cooper Tire Board considered the following positive factors relating to the merger agreement and the merger (in no particular order of weight or relative importance, but each of which the Cooper Tire Board believes supported its decision):

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Best Alternative for Maximizing Cooper Tire Stockholder Value. Cooper Tire is an attractive acquisition candidate and was presented with a compelling financial offer that the Cooper Tire Board evaluated in order to determine whether it presented an opportunity to maximize value for Cooper Tire stockholders. The implied value of the merger consideration represents a premium compared to the last trading day prior to the approval of the merger agreement and the one-month, three-month, six-month, and one-year average closing price per share. The implied value of the merger consideration is also higher than the all-time high closing price per share of Cooper Tire common stock at any time prior to the announcement of the merger agreement. The Cooper Tire Board believes that if Cooper Tire were to remain independent, the price per share of its common stock is unlikely to trade at, or above, the implied price of the merger consideration in the near term. Cooper Tire was also able to obtain favorable terms during extensive negotiations and does not believe that a more favorable opportunity is likely to arise.

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Market Check. Cooper Tire contacted five potential alternative bidders during January 2021 and February 2021, all tire manufacturing companies, regarding a possible business combination with Cooper Tire. All contacted parties declined pursuing the opportunity at this time, as more fully described above under “— Background of the Merger” beginning on page 49.

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Strong Certainty of Value. The cash component of the deal presents certain value and liquidity. Additionally, there is uncertainty as to whether, absent the announcement of the merger, Cooper Tire common stock would ever trade at prices equal to, or greater than, that presented in the merger agreement. Cooper Tire also considered the risks and likelihood of fully achieving its five-year financial targets and compared that to the certainty of the merger consideration.

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Strong Certainty of Closing. After discussions with management and its advisors, the Cooper Tire Board believed that the provisions contained in the merger agreement ensure that, if the merger agreement were entered into, there is high degree of certainty that the merger would be completed.

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Strong Certainty of Financing. The Cooper Tire Board considered the absence of a financing condition in the merger agreement, and, after discussions with its advisors, the Cooper Tire Board believed that

Goodyear will have adequate financial resources to pay the merger consideration and will be able to obtain financing.

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Synergies of Cooper Tire and Goodyear. The stock component of the merger consideration will allow Cooper Tire stockholders to realize some of the potential upside of the combined company as a result of synergies. Both companies have similar values and strong reputations regarding management, customer service, worldwide growth, employee safety and development, and community service. The Cooper Tire Board believed that both companies will complement each other and such anticipated synergies will bring future growth opportunity to Cooper Tire stockholders, making Cooper Tire more competitive. Specifically, the combination will create a stronger environment for employees and suppliers, increased options for customers, and a diverse product portfolio.

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Cooper Tire Brand Identity. The acquisition is not anticipated to have an effect on product quality, and Cooper Tire’s product portfolio of well-known brands will still be available to customers. The combined company will also continue to recognize unions and honor the terms of collective bargaining agreements. Compensation for non-union employees will be maintained for a period of time post-closing.

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Terms of the Merger Agreement. The merger agreement terms are the result of negotiation and are customary, fair, and reasonable. The terms of the merger agreement allow Cooper Tire to consider unsolicited third-party proposals under certain conditions and, upon payment of a termination fee, accept a superior proposal in accordance with the Cooper Tire Board’s fiduciary duties. Because the merger agreement’s terms are customary and reasonable, they would not be expected to deter a third-party, if such a party exists, from making a superior proposal. Additionally, Cooper Tire stockholders may approve or reject the deal and have appraisal rights available to them. The merger agreement also requires Goodyear to use its reasonable best efforts (subject to certain limitations) to obtain regulatory approval, which the Cooper Tire Board believes is reasonably achievable.

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Receipt of Fairness Opinions from Goldman Sachs. The Cooper Tire Board considered the opinion of Goldman Sachs to the Cooper Tire Board as to the fairness, that, as of February 22, 2021 and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid to Cooper Tire stockholders (other than Goodyear and its affiliates) pursuant to the merger agreement was fair from a financial point of view of Cooper Tire stockholders.

In the course of its deliberations, the Cooper Tire Board also considered a variety of risks and other potentially negative factors relating to the merger agreement and the merger, including the following (in no particular order of weight or relative importance):

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Forgoing Execution of Current Strategy as Independent Company. The Cooper Tire Board considered the fact that following the merger, Cooper Tire stockholders would forego the opportunity to realize the potential long-term value of the successful execution of Cooper Tire’s current strategy as an independent company.

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Effects of a Pending Merger or Failure to Close. The Cooper Tire Board considered the risk that, notwithstanding its belief that the merger will be completed, the merger might not be completed, including the potential effects the pendency of the merger and/or such failure to be completed may have on:

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the trading price of shares of Cooper Tire common stock;

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Cooper Tire’s operating results, including the costs incurred in connection with the merger;

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Cooper Tire’s ability to attract and retain key personnel;

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Cooper Tire’s ability to maintain revenues; and

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Cooper Tire’s relationship with other key constituencies, including employees, customers, suppliers and other business partners.

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Payment of a Termination Fee. Under the terms of the merger agreement, Cooper Tire must pay Goodyear a termination fee in connection with the merger if the merger agreement is terminated under certain circumstances, which may deter other parties from proposing an alternative transaction that may be more advantageous to Cooper Tire stockholders.

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Distraction from Day-to-Day Operations. If the merger does not close, Cooper Tire’s employees will have expended extensive time and effort to attempt to complete the merger, and will have experienced significant distractions from their work during the pendency of the transaction.

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Closing Conditions. The Cooper Tire Board considered the risks posed by the conditions to Goodyear’s obligation to complete the merger, and the right of Goodyear to terminate the merger agreement under certain circumstances.

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Transaction Costs. Cooper Tire has incurred and will continue to incur significant transaction costs and expenses in connection with the proposed transaction, regardless of whether the merger is consummated.

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Business Opportunities. Although the Cooper Tire Board believes the operating restrictions contained in the merger agreement will not interfere with Cooper Tire’s ability to operate in the ordinary course of business, such restrictions may prevent Cooper Tire from taking advantage of some business opportunities, which would be advisable if Cooper Tire were to remain an independent company.

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Stockholder Litigation. The Cooper Tire Board considered the likelihood of the transaction attracting litigation in the form of stockholder suits.

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Prior Failure to Close. Cooper Tire had entered into a previous transaction to sell itself that was not consummated and resulted in protracted litigation and other consequences.

The Cooper Tire Board considered all of these factors as a whole as well as other factors not specifically described above, and unanimously concluded the factors overwhelmingly supported a favorable determination to enter into the merger agreement.

Financing of the Transaction and Treatment of Existing Debt

Goodyear intends to finance the merger with a combination of cash on hand and debt financing, which could include senior unsecured bridge loans. Consummation of the merger is not conditioned upon Goodyear’s ability to obtain financing.

On February 22, 2021, in connection with the merger agreement, Goodyear entered into a commitment letter with JPMorgan (which commitment letter was subsequently amended and restated by that certain amended and restated commitment letter, dated as of March 19, 2021, from JPMorgan and other financial institutions). Under the commitment letter, subject to the terms and conditions set forth therein, JPMorgan and the other financial institutions party thereto have committed to provide the bridge facility. The funding of the bridge facility provided for in the commitment letter is subject to the satisfaction of customary conditions, including consummation of the merger in accordance with the merger agreement and the execution and delivery of definitive documentation with respect to the bridge facility in accordance with the terms set forth in the commitment letter.

Opinion of Cooper Tire’s Financial Advisor

Sachs’ written opinion, the merger consideration to be paid to the holders (other than Goodyear and its affiliates) of shares of Cooper Tire common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

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the merger agreement;

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annual reports to stockholders and Annual Reports on Form 10-K of Goodyear for the five years ended December 31, 2020;

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Annual Reports on Form 10-K of Cooper Tire for the five years ended December 31, 2019;

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a draft, dated February 20, 2021, of the Annual Report on Form 10-K of Cooper Tire for the year ended December 31, 2020 provided by the management of Cooper Tire;

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certain interim reports to stockholders and Quarterly Reports on Form 10-Q of Cooper Tire and Goodyear;

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certain other communications from Cooper Tire and Goodyear to their respective stockholders;

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certain publicly available research analyst reports for Cooper Tire and Goodyear;

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certain internal financial analyses and forecasts for Goodyear standalone prepared by its management (the “Goodyear projections”);

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certain internal financial analyses and forecasts for Cooper Tire, prepared by Cooper Tire’s senior management and approved for Goldman Sachs’ use by Cooper Tire (See “Cooper Tire Unaudited Prospective Financial Information” beginning on page 66 for more information);

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certain operating synergies projected by the management of Goodyear to result from the transaction (the “synergies”); and

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certain analyses and forecasts for Goodyear pro forma for the transaction comprised of the Goodyear projections, the internal financial analyses and forecasts for Cooper Tire prepared by Cooper Tire’s senior management and the synergies, each as approved for Goldman Sachs’ use by Cooper Tire (the “pro forma forecasts”).

Goldman Sachs also held discussions with members of the senior managements of Cooper Tire and Goodyear regarding their assessment of the strategic rationale for, and the potential benefits of, the merger and the past and current business operations, financial condition and future prospects of Goodyear and with members of the senior management of Cooper Tire regarding the past and current business operations, financial condition and future prospects of Cooper Tire; reviewed the reported price and trading activity for shares of Cooper Tire common stock and Goodyear common stock; compared certain financial and stock market information for Cooper Tire and Goodyear with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with Cooper Tire’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information

provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with Cooper Tire’s consent that the internal financial analyses and forecasts for Cooper Tire prepared by Cooper Tire’s senior management and the pro forma forecasts have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Cooper Tire. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Cooper Tire or Goodyear or any of their respective subsidiaries and it has not been furnished with any such evaluation or appraisal. Goldman Sachs has assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on Cooper Tire or Goodyear or on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs has assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of Cooper Tire to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to Cooper Tire; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Goodyear and its affiliates) of Cooper Tire common stock, as of the date of the opinion, of the merger consideration to be paid to such holders. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including, the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of Cooper Tire; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Cooper Tire, or class of such persons, in connection with the merger, whether relative to the merger consideration to be paid to the holders (other than Goodyear and its affiliates) of shares of Cooper Tire common stock pursuant to the merger agreement or otherwise. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs does not express any opinion as to the prices at which shares of Goodyear common stock or Cooper Tire common stock will trade at any time or, as to the potential effects of volatility in the credit, financial and stock markets on Cooper Tire or Goodyear or the merger, or as to the impact of the merger on the solvency or viability of Cooper Tire or Goodyear or the ability of Cooper Tire or Goodyear to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Cooper Tire Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before February 19, 2021, the last trading day before the public announcement of the transaction, and is not necessarily indicative of current market conditions.

Selected Companies Analysis. For reference purposes only, Goldman Sachs reviewed and compared certain financial information for Cooper Tire and Goodyear to corresponding financial information, ratios and public market multiples for the following publicly traded corporations in the wheel, tire and rubber industry (collectively referred to as the selected companies, but excluding Goodyear where used in connection with Goodyear):

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Primary Peers:

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Goodyear

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Continental AG

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Bridgestone Corporation

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Compagnie Generale des Etablissements Michelin SCA

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Toyo Tire and Rubber Co., Ltd.

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Secondary Peers:

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Apollo Tyres Ltd.

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Hankook Tire Co., Ltd.

•

Nexen Tire Co.

•

Sumitomo Rubber Industries Ltd

•

Nokian Tyres Plc

•

Yokohama Rubber Co Ltd

•

Pirelli & C. SpA

•

Sailun Jinyu Group Co. Ltd.

Although none of the selected companies is directly comparable to Cooper Tire or Goodyear, the companies included were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of Cooper Tire and Goodyear.

Goldman Sachs calculated and compared various financial multiples and ratios based on financial and trading data as of February 19, 2021, information it obtained from Securities and Exchange Commission filings and Institutional Brokers’ Estimate System (“IBES”) estimates. With respect to Cooper Tire, Goodyear and the selected companies, Goldman Sachs calculated multiples of next twelve months (“NTM”) enterprise value to EBITDA over certain time periods ending February 19, 2021. The results of these calculations are summarized as follows:

NTM EV/EBITDA Ratio:

Primary
Peers

Secondary
Peers

Cooper
Tire

Goodyear

5 Year Average

4.9x

5.9x

4.2x

5.2x

3 Year Average

4.9x

5.7x

4.3x

5.3x

1 Year Average

5.2x

5.6x

4.4x

6.2x

5 Year Average Excluding COVID Period*

4.9x

6.0x

4.1x

4.9x

3 Year Average Excluding COVID Period*

4.8x

5.8x

4.3x

4.8x

*	Averages excluding COVID period stop at February 21, 2020.

With respect to Cooper Tire and Goodyear, Goldman Sachs also calculated multiples of last twelve months (“LTM”) enterprise value to EBITDA over certain time periods ending February 19, 2021. The results of these calculations are summarized as follows:


LTM EV/EBITDA Ratio:	Cooper Tire		Goodyear
5 Year Average		4.3x		6.3x
3 Year Average		4.8x		6.7x
1 Year Average		5.0x		8.8x
5 Year Average Excluding COVID Period*		4.1x		5.6x
3 Year Average Excluding COVID Period*		4.7x		5.6x

*	Averages excluding COVID period stop at February 21, 2020.

Illustrative Present Value of Future Share Price Analysis. Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Cooper Tire common stock. For this analysis, Goldman Sachs used the internal financial analyses and forecasts for Cooper Tire prepared by Cooper Tire’s senior management for each of the fiscal years 2021 to 2025. Goldman Sachs first calculated the illustrative enterprise values of Cooper Tire for each of the fiscal years 2021 to 2024 by multiplying the respective NTM EBITDA estimates from the internal financial analyses and forecasts for Cooper Tire prepared by Cooper Tire’s senior management by illustrative NTM enterprise value to EBITDA multiples of 3.50x to 5.00x. The illustrative multiple range was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical trading data and the current and historical NTM enterprise value to EBITDA multiples for Cooper Tire and the selected companies. Goldman Sachs then added the assumed amount of net cash and subtracted the assumed minority interest as of the relevant year-end, per the internal financial analyses and forecasts for Cooper Tire prepared by Cooper Tire’s senior management, from such enterprise values in order to calculate the implied future equity values. The implied future equity values in turn were divided by the projected year-end fully diluted shares of Cooper Tire common stock outstanding as provided by Cooper Tire’s management. Goldman Sachs then calculated the present values of each implied future value per share of Cooper Tire common stock by discounting such implied future value per share of Cooper Tire common stock to December 31, 2020. Goldman Sachs then added to such amounts the cumulative present value of dividends per share expected to be paid over the applicable period, per the internal financial analyses and forecasts for Cooper Tire prepared by Cooper Tire’s senior management, calculated by discounting the future values of such dividends per share to December 31, 2020. For the purpose of discounting, Goldman Sachs used a discount rate of 10.0%, reflecting Goldman Sachs’ estimate of Cooper Tire’s cost of equity. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for Cooper Tire, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values per share of Cooper Tire common stock of $41 to $62 per share, rounded to the nearest dollar.

Illustrative Discounted Cash Flow Analysis. Using the internal financial analyses and forecasts for Cooper Tire prepared by Cooper Tire’s senior management, Goldman Sachs performed an illustrative discounted cash flow analysis on Cooper Tire. Using discount rates ranging from 9.25% to 10.25%, reflecting estimates of Cooper Tire’s weighted average cost of capital, Goldman Sachs discounted to present value as of December 31, 2020 (1) estimates of unlevered free cash flow for Cooper Tire for the years 2021 through 2025 as reflected in the internal financial analyses and forecasts for Cooper Tire prepared by Cooper Tire’s senior management and (2) a range of illustrative terminal values for Cooper Tire, which were calculated by applying multiples ranging from 4.00x to 5.50x to a terminal year estimate of the EBITDA to be generated by Cooper Tire, as reflected in the internal financial analyses and forecasts for Cooper Tire prepared by Cooper Tire’s senior management (which analysis implied perpetuity growth rates of (0.4)% to 2.9%). Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future

applicable marginal cash tax rate and a beta for the company, as well as certain financial metrics for the United States financial markets generally. The range of terminal value to EBITDA multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical trading data and the current and historical LTM enterprise value to EBITDA multiples for Cooper Tire and Goodyear. Goldman Sachs derived ranges of illustrative enterprise values for Cooper Tire by adding the ranges of present values it derived above. Goldman Sachs then added to the range of illustrative enterprise values it derived for Cooper Tire the estimated net cash of Cooper Tire as of December 31, 2020, and subtracted the minority interest as of December 31, 2020, in each case, as provided by the management of Cooper Tire to derive a range of illustrative equity values for Cooper Tire. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Cooper Tire, as provided by the management of Cooper Tire to derive a range of illustrative present values per share ranging from $48 to $62, rounded to the nearest dollar.

Premia Analysis. Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for transactions announced during the time period from 2016 through 2020 involving a U.S. public company as the target where the disclosed enterprise values for the transaction were above $1 billion, with a maximum of 50% stock and excluding real estate and financial institutions transactions. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premiums of the price paid in the transactions relative to the target’s last undisturbed closing stock price prior to announcement of the transaction. This analysis also indicated a 25th percentile premium of 24% and 75th percentile premium of 37% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 24% to 37% to the undisturbed closing price per share of Cooper Tire common stock of $43.77 as of February 19, 2021 and calculated a range of implied equity values per share of Cooper Tire common stock of $54 to $60, rounded to the nearest dollar.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Cooper Tire or Goodyear or the merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Cooper Tire Board as to the fairness from a financial point of view to the holders (other than Goodyear and its affiliates) of Cooper Tire common stock, as of the date of the opinion, of the merger consideration to be paid to such holders. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Cooper Tire, Goodyear, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The merger consideration was determined through arm’s-length negotiations between Cooper Tire and Goodyear and was approved by the Cooper Tire Board. Goldman Sachs provided advice to Cooper Tire during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Cooper Tire or the Cooper Tire Board or that any specific amount of consideration constituted the only appropriate consideration for the merger.

As described above, Goldman Sachs’ opinion to the Cooper Tire Board was one of many factors taken into consideration by the Cooper Tire Board in making its determination to approve the merger agreement. The

foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex C.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Cooper Tire, Goodyear, any of their respective affiliates and third parties, or any currency or commodity that may be involved in the merger contemplated by the merger agreement. Goldman Sachs acted as financial advisor to Cooper Tire in connection with, and participated in certain of the negotiations leading to, the merger contemplated by the merger agreement. During the two-year period ended February 22, 2021, the Investment Banking Division of Goldman Sachs has not been engaged by Cooper Tire or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs has provided certain financial advisory and/or underwriting services to Goodyear and/or its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as lead bookrunner with respect to the public offering by Goodyear of its 9.500% Senior Notes due 2025 (aggregate principal amount $800,000,000) in May 2020. During the two-year period ended February 22, 2021, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Goodyear and/or its affiliates of approximately $1.4 million. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Cooper Tire, Goodyear and their respective affiliates for which the Investment Banking Division of Goldman Sachs may receive compensation.

The Cooper Tire Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated February 1, 2021, Cooper Tire engaged Goldman Sachs to act as its financial advisor in connection with the contemplated merger. The engagement letter between Cooper Tire and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $30 million, all of which is contingent upon the consummation of the merger. In addition, Cooper Tire has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Cooper Tire Unaudited Prospective Financial Information

Cooper Tire does not, as a matter of course, publicly disclose projections as to future performance or earnings or other results given, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. In connection with its ordinary course corporate planning, Cooper Tire’s senior management prepared certain unaudited financial projections. Cooper Tire also provided such projections to Goldman Sachs and Goodyear in connection with the merger. The portions of these financial projections set forth below are included in this proxy statement/prospectus only because this information was provided to Goodyear, the Cooper Tire Board and Goldman Sachs for use in connection with its financial analyses (see the sections described above in this proxy statement/prospectus titled “The Merger—Opinion of Cooper Tire’s Financial Advisor”), and are not intended to influence your decision whether to vote in favor of the merger proposal or any other proposal at the Cooper Tire special meeting, or your view on the value of Cooper Tire or its securities. You should note that these financial projections constitute forward-looking statements and actual results may differ materially and adversely to those projected. See “Cautionary Note Regarding Forward-Looking Statements” beginning on page 37.

While presented with numeric specificity, the financial projections are based on a variety of estimates and assumptions of Cooper Tire’s senior management regarding Cooper Tire’s business, industry performance,

general business, economic, market and financial conditions, and other matters, all of which are difficult to predict and many of which are beyond Cooper Tire’s control. In particular, these forward-looking statements were prepared on the assumption that Cooper Tire would remain a standalone company and were based on numerous other assumptions that may now be outdated. It is highly likely that the contribution of Cooper Tire’s business to Goodyear’s consolidated results will be materially different from Cooper Tire’s performance on a standalone basis. Accordingly, there can be no assurance that the projections, or the assumptions underlying the projections, will be realized. Neither Cooper Tire nor any of its affiliates, advisors or other representatives has made or makes any representations regarding the ultimate performance of Cooper Tire compared to the information contained in the projections. The inclusion of the financial projections contained herein should not be deemed an admission or representation by Cooper Tire, its affiliates or its advisors or any other person that it is viewed as material information of Cooper Tire, particularly in light of the inherent risks and uncertainties associated with such projections.

The financial projections have been prepared by, and are the responsibility of, Cooper Tire’s senior management. The financial projections were not prepared by Cooper Tire with a view toward public disclosure, nor was it prepared with a view toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the Public Company Accounting Oversight Board for preparation and presentation of prospective financial information. Neither Cooper Tire’s independent registered public accounting firm, Goodyear’s independent registered public accounting firm nor any other independent accountants, have audited, reviewed, compiled, examined or applied any agreed-upon procedures with respect to these financial projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability. The report of the independent registered public accounting firm to Cooper Tire contained in the Annual Report on Form 10-K for the year ended December 31, 2020, which is incorporated by reference into this proxy statement/prospectus, relates to historical financial information of Cooper Tire, and such report does not extend to the projections included below and should not be read to do so. The report of the independent registered public accounting firm to Goodyear contained in the Annual Report on Form 10-K for the year ended December 31, 2020, which is incorporated by reference into this proxy statement/prospectus, relates to historical financial information of Goodyear, and such report does not extend to the projections included below and should not be read to do so.

Furthermore, the financial projections do not take into account any circumstances or events occurring after the date they were prepared. Cooper Tire can give no assurance that, had the projections been prepared as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used.

Except as required by applicable securities laws, Cooper Tire does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the financial projections prepared by Cooper Tire senior management to reflect circumstances existing since its preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error or to reflect changes in general economic or industry conditions. The financial projections do not take into account all the possible financial and other effects on Cooper Tire of the merger, the effect on Cooper Tire of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the projections do not take into account the effect on Cooper Tire of any possible failure of the merger to occur.

In light of the foregoing, and considering that the Cooper Tire special meeting will be held several months after the financial projections were prepared, as well as the uncertainties inherent in any projections, Cooper Tire stockholders are cautioned not to place undue reliance on such information, and Cooper Tire urges all Cooper Tire stockholders to review Cooper Tire’s most recent SEC filings for a description of Cooper Tire’s reported financial results. See “Where You Can Find More Information” beginning on page 192.

Cooper Tire Senior Management Projections

(in millions)


	2021E		2022E		2023E		2024E		2025E
Revenue	$	3,070	$	3,128	$	3,255	$	3,370	$	3,545
EBITDA*	$	523	$	596	$	651	$	745	$	775
Total Capex	$	325	$	325	$	349	$	312	$	287

EBITDA is defined as earnings before interest, tax, depreciation and amortization and calculated as operating profit plus depreciation and amortization. EBITDA does not include non-service pension benefit costs, foreign exchange gains or losses, income from unconsolidated joint ventures or other non-operational items.

The following summary of unlevered free cash flows (“Unlevered FCF”) for the periods presented was calculated based on the financial projections and other projected financial information provided by Cooper Tire’s senior management. The Unlevered FCF estimates were approved for Goldman Sachs’ use in connection with its financial analyses and opinion by Cooper Tire’s senior management.

Unlevered FCF Projections

(in millions)


	2021E			2022E		2023E		2024E		2025E
Unlevered FCF*	$	(7	)	$	123	$	142	$	264	$	305

Unlevered FCF is defined as after-tax EBIT (including non-service pension income, foreign exchange gains and losses, income from unconsolidated joint ventures and other non-operational items) plus depreciation and amortization less capital expenditures, change in net working capital and other net cash flows (including cash pension contributions).

Interests of Directors and Executive Officers of Cooper Tire in the Merger

In considering the recommendation of the Cooper Tire Board that Cooper Tire stockholders vote “FOR” the merger proposal and “FOR” the merger-related named executive officer compensation proposal on a non-binding advisory basis, Cooper Tire stockholders should be aware that Cooper Tire’s directors and executive officers have interests in the merger that may be different from, or in addition to, those of Cooper Tire stockholders generally. The Cooper Tire Board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, in approving the merger agreement and in recommending the applicable merger-related proposals.

The following discussion sets forth certain of these interests in the merger of each person who has served as an executive officer or non-employee director of Cooper Tire since January 1, 2020.

Cooper Tire Stock Options

Upon consummation of the merger, each outstanding and unexercised option to purchase shares of Cooper Tire common stock, whether vested or unvested, will be converted into the right to receive an amount in cash equal to the product of (A) the total number of shares of Cooper Tire common stock subject to such option and (B) the excess, if any, of the per share cash equivalent over the exercise price per share of Cooper Tire common stock set forth in such option.

The following table sets forth, as of March 26, 2021, the aggregate number of shares of Cooper Tire common stock subject to stock options held by each of Cooper Tire’s executive officers and an approximation of the value

that each of them may become entitled to receive in connection with the conversion of their stock options, assuming continued employment through the completion of the merger, that the completion of the merger occurs on August 31, 2021, and that the per share cash equivalent at the effective time of the merger is $57.04 (which represents the average closing price of a share of Cooper Tire common stock over the first five business days following the first public announcement of the merger on February 22, 2021).


Name	Number of Shares Subject to Outstanding Vested Cooper Tire Stock Options⁽¹⁾		Value $⁽²⁾
Bradley E. Hughes		59,235	$	1,920,290
Gerald C. Bialek		—		—
Paula S. Whitesell		—		—
Stephen Zamansky		—		—
Christopher J. Eperjesy		—		—

(1)	All outstanding Cooper Tire stock options are fully vested.

(2)

The value reflects the difference between the assumed value of a share of Cooper Tire common stock at the effective time of the merger ($57.04) and the applicable exercise price for each Cooper Tire stock option. The exercise prices applicable to such Cooper Tire stock options range from a minimum of $23.960 per share to a maximum of $25.425 per share.

None of Cooper Tire’s non-employee directors holds Cooper Tire stock options as of March 26, 2021, or is expected to hold Cooper Tire stock options as of an assumed closing date of August 31, 2021.

Cooper Tire Restricted Stock Units

Upon consummation of the merger, each outstanding Cooper Tire restricted stock unit will be converted into a right to receive the merger consideration in respect of a number of shares of Cooper Tire common stock equal to the number of shares of Cooper Tire common stock underlying the Cooper Tire restricted stock unit.

The following table sets forth, as of March 26, 2021, the aggregate number of shares of Cooper Tire common stock subject to outstanding Cooper Tire restricted stock units, and including the Cooper Tire restricted stock units attributable to accrued but unpaid dividend equivalent rights, held by each of Cooper Tire’s executive officers and an approximation of the value that each of them may become entitled to receive in connection with the conversion of their Cooper Tire restricted stock units, assuming continued employment through the completion of the merger, that the completion of the merger occurs on August 31, 2021, and that the value of the merger consideration at the effective time of the merger is $57.04 (which represents the average closing price of a share of Cooper Tire common stock over the first five business days following the first public announcement of the merger on February 22, 2021).


Name	Number of Shares Subject to Outstanding Cooper Tire Restricted Stock Unit Awards		Value $
Bradley E. Hughes		79,812	$	4,552,476
Gerald C. Bialek		7,951	$	453,525
Paula S. Whitesell		16,364	$	933,403
Stephen Zamansky		20,303	$	1,158,083
Christopher J. Eperjesy		—		—

The vesting of any unvested Cooper Tire restricted stock units would be accelerated earlier in the event of an executive officer’s pre-merger qualifying termination (as defined below under “—Change in Control Severance

Pay Plan”) and settled in shares of Cooper Tire common stock 31 days after such termination. If the pre-merger qualifying termination occurs within 31 days before the effective time of the merger, then the executive officer would receive the merger consideration for the Cooper Tire restricted stock units, paid as described in the previous sentence.

None of Cooper Tire’s non-employee directors holds Cooper Tire restricted stock units as of March 26, 2021, or is expected to hold Cooper Tire restricted stock units as of an assumed closing date of August 31, 2021.

Cooper Tire Performance Stock Units

Upon consummation of the merger, each outstanding Cooper Tire performance stock unit will be converted into a right to receive the merger consideration in respect of a number of shares of Cooper Tire common stock determined as follows: (A) for Cooper Tire performance stock units which have been notionally earned for measurement periods completed prior to the effective time of the merger, but not yet settled, the number of shares of Cooper Tire common stock determined based on actual achievement of the applicable performance goals for such measurement periods and (B) for non-earned Cooper Tire performance stock units, the number of shares of Cooper Tire common stock determined as if the applicable performance goals had been achieved for such measurement period at the target level of performance, prorated for the number of days between the commencement of the measurement period and the effective time of the merger as compared to the number of days in the entire measurement period.

The following table sets forth the aggregate number of shares of Cooper Tire common stock subject to outstanding Cooper Tire performance stock units, including the Cooper Tire performance stock units attributable to the accrued but unpaid dividend equivalent rights earned on notionally earned Cooper Tire performance stock units, that are outstanding as of March 26, 2021 under the applicable plans and award agreements and that would be determined for each of the executive officers as described in the first paragraph of this subsection, including an approximation of the value that each of the executive officers may become entitled to receive in respect thereof, assuming continued employment through the completion of the merger, that the completion of the merger occurs on August 31, 2021 and that the value of the merger consideration at the effective time of the merger is $57.04 (which represents the average closing price of a share of Cooper Tire common stock over the first five business days following the first public announcement of the merger on February 22, 2021).


Name	Number of Shares Subject to Outstanding Cooper Tire Performance Stock Unit Awards⁽¹⁾		Value $
Bradley E. Hughes		68,396	$	3,901,308
Gerald C. Bialek		2,433	$	138,778
Paula S. Whitesell		2,185	$	124,632
Stephen Zamansky		13,579	$	774,546
Christopher J. Eperjesy		—		—

(1)

The number of Cooper Tire performance stock units in this column represents the aggregate number of Cooper Tire performance stock units for the 2019-2021, 2020-2022 and 2021-2023 performance periods (including any accrued dividend equivalents on notionally earned Cooper Tire performance stock units) that will become vested at the effective time of the merger. Cooper Tire performance stock units for measurement periods that begin after the effective time of the merger will be cancelled as of the effective time.

The vesting of any unvested Cooper Tire performance stock units would be accelerated earlier in the event of an executive officer’s pre-merger qualifying termination in a manner similar to the acceleration upon the effective time of the merger except that the date of the pre-merger qualifying termination is substituted for the effective time of the merger and any vested Cooper Tire performance stock units will be settled in shares of Cooper Tire

common stock 31 days after such termination. If the pre-merger qualifying termination occurs within 31 days before the effective time of the merger, then the executive officer would receive the merger consideration for the Cooper Tire performance stock units, paid as described in the previous sentence.

None of Cooper Tire’s non-employee directors holds Cooper Tire performance stock units as of March 26, 2021, or is expected to hold Cooper Tire performance stock units as of an assumed closing date of August 31, 2021.

Cooper Tire Performance Cash Units

Upon completion of the merger, each outstanding Cooper Tire performance cash unit will be converted into a right to receive a cash payment equal to the product of (A) the sum of (i) in the case of Cooper Tire performance cash units which have been notionally earned for measurement periods completed prior to the effective time of the merger, but not yet settled, the number of Cooper Tire performance cash units determined based on actual achievement of the applicable performance goals for such measurement periods and (ii) in the case of non-earned Cooper Tire performance cash units, the number of Cooper Tire performance cash units determined as if the applicable performance goals had been achieved for such measurement period at the target level of performance, prorated for the number of days between the commencement of the measurement period and the effective time of the merger as compared to the number of days in the entire measurement period, and (B) $1.

The following table sets forth the aggregate number of Cooper Tire performance cash units outstanding as of March 26, 2021 under the applicable plans and award agreements and that would be determined for each of the executive officers as described in the first paragraph of this subsection, including an approximation of the aggregate value that each of the executive officers may become entitled to receive, assuming continued employment through the completion of the merger and that the completion of the merger occurs on August 31, 2021.


Name	Aggregate Performance Cash Unit Award Value $⁽¹⁾
Bradley E. Hughes	$	2,168,416
Gerald C. Bialek	$	76,620
Paula S. Whitesell	$	77,471
Stephen Zamansky	$	430,104
Christopher J. Eperjesy		—

(1)

The value of Cooper Tire performance cash units in this column represents the aggregate value of Cooper Tire performance cash units for the 2019-2021, 2020-2022 and 2021-2023 performance periods that will become vested at the effective time of the merger. Cooper Tire performance cash units for measurement periods that begin after the effective time of the merger will be cancelled as of the effective time.

The vesting of any unvested Cooper Tire performance cash units would be accelerated earlier in the event of an executive officer’s pre-merger qualifying termination in a manner similar to the acceleration upon the effective time of the merger except that the date of the pre-merger qualifying termination is substituted for the effective time of the merger and the Cooper Tire performance cash units will be settled within 31 days of such termination.

None of Cooper Tire’s non-employee directors holds Cooper Tire performance cash units as of March 26, 2021, or is expected to hold Cooper Tire performance cash units as of an assumed closing date of August 31, 2021.

Treatment of Deferred Compensation

common stock will be converted into a right to have allocated to the holder’s account under such deferred compensation plan an amount denominated in cash equal to the product of (A) the number of shares of Cooper Tire common stock deemed invested under or otherwise referenced by such account as of the effective time of the merger and (B) the per share cash equivalent.

Cooper Tire’s non-employee directors may have notional shares of Cooper Tire common stock allocated to their accounts under Cooper Tire’s deferred compensation plans. The following table summarizes the aggregate number of notional shares of Cooper Tire common stock held by each of the non-employee directors as of March 26, 2021, all of which are fully vested as of the date hereof, and an approximation of the value that each of them may become entitled to receive in connection with the adjustment of their awards, assuming continued service as a director through the effective time of the merger, that the completion of the merger will occur on August 31, 2021 and that the per share cash equivalent at the effective time of the merger is $57.04 (which represents the average closing price of a share of Cooper Tire common stock over the first five business days following the first public announcement of the merger on February 22, 2021).


Name	Aggregate Number of Notional Shares		Value $
Thomas P. Capo		—		—
Stephen M. Chapman		142,209	$	8,111,601
Susan F. Davis		22,674	$	1,293,325
Kathryn P. Dickson		9,921	$	565,894
John J. Holland		131,189	$	7,483,021
Tyrone M. Jordan		—		—
Tracey I. Joubert		15,262	$	870,544
Gary S. Michel		22,674	$	1,293,325
Brian C. Walker		13,467	$	768,158
Robert D. Welding		88,877	$	5,069,544

None of Cooper Tire’s executive officers holds notional shares of Cooper Tire common stock under any of Cooper Tire’s deferred compensation plans as of March 26, 2021, or are expected to hold notional shares of Cooper Tire common stock under any of Cooper Tire’s deferred compensation plans as of an assumed closing date of August 31, 2021.

Annual Incentive Compensation Plans

All of the executive officers, other than Mr. Eperjesy, who ceased employment with Cooper Tire on August 21, 2020, participate in one of Cooper Tire’s annual incentive compensation plans (“AIP”), which provide for annual incentive compensation upon the achievement of specified performance objectives. Under the Severance Pay Plan (as defined below under “—Change in Control Severance Pay Plan”), no later than the fifth business day following the completion of the merger, executive officers are entitled to receive a payment with respect to the AIP for the year in which the merger occurs, based on the target level of performance, prorated through the date of the merger. In addition, upon a qualifying termination, each executive officer will receive a payment for the AIP from the beginning of the performance period through the date of termination for awards or programs in which the executive participates at target levels, prorated through the termination date, reduced to the extent that the executive officer received a prorated payment of the AIP bonus for such performance period upon the closing of the merger pursuant to the Severance Pay Plan.

The following table sets forth the estimated AIP amounts assuming performance at target levels, continued employment through the effective time of the merger and an assumed merger completion date of August 31, 2021. The amounts shown are based on the named executive officer’s target AIP approved by Cooper Tire’s compensation committee prior to March 26, 2021, which will become effective as of April 3, 2021 (assuming the executive officer remains employed as of such date).


Name	Prorated Target 2021 AIP
Bradley E. Hughes	$	818,877
Gerald C. Bialek	$	79,890
Paula S. Whitesell	$	162,263
Stephen Zamansky	$	237,358
Christopher J. Eperjesy		—

Under the Severance Pay Plan, in the event of an executive officer’s pre-merger qualifying termination, the officer is entitled to receive a payment with respect to the AIP for the year in which the pre-merger qualifying termination occurs calculated in a manner similar to the payment upon the effective time of the merger except that the date of the pre-merger qualifying termination is substituted for the effective time of the merger and the bonus will be paid 31 days following such termination.

Pursuant to the merger agreement, Goodyear or the surviving corporation will continue Cooper Tire’s AIP for the remainder of the performance period in which the closing of the merger occurs and will pay bonuses to the non-union employees (as defined below under “The Merger Agreement—Covenants and Agreements—Conduct of Business—Certain Employee Benefits Matters”) pursuant to the AIP in respect of the full performance period in which the closing of the merger occurs, in accordance with the terms of the AIP as in effect immediately prior to the closing of the merger, and such bonus payments will be paid at the time such bonus payments would have otherwise been paid absent the consummation of the merger. Goodyear will, in its sole discretion (exercised in good faith), determine the level of achievement and the amount payable to each non-union employee (including each of the executive officers, other than Mr. Eperjesy) then employed by Goodyear or the surviving corporation under the AIP after the closing, consistent with the methodologies used and determinations made by Cooper Tire for payouts under the AIP for the immediately preceding performance period, with the results adjusted to reflect the impact of the merger, including any expenses incurred by Cooper Tire in connection with the merger. Any bonus payments made to participants in the Severance Pay Plan (including each of the executive officers, other than Mr. Eperjesy) will be reduced to the extent that the participant received a prorated payment of the participant’s AIP bonus for such performance period upon the closing of the merger pursuant to the Severance Pay Plan. For the quantification of the value of the additional amount that would be payable to Cooper Tire’s named executive officers in the event of a qualifying termination following the merger, see the “Cash” column of the table below under “—Quantification of Payments and Benefits to Cooper Tire’s Named Executive Officers.”

Change in Control Severance Pay Plan

Each of Cooper Tire’s executive officers, other than Mr. Eperjesy, who is no longer an employee or executive officer as of August 21, 2020, participates in the Cooper Tire & Rubber Company Change in Control Severance Pay Plan (Amended and Restated as of August 4, 2010) (the “Severance Pay Plan”). The following disclosure describes certain benefits to which the participating executive officers would be entitled pursuant to the Severance Pay Plan, and any payments the participating executive officers may receive pursuant to the merger agreement. Under the Severance Pay Plan, upon consummation of the merger, each of the participating executive officers is entitled to receive the following payments:

•

Payment of notionally earned and unpaid annual incentive compensation under the AIP and long-term incentive compensation (the Cooper Tire performance stock units and Cooper Tire performance cash units), as described above;

•

Prorated payment at the target level of performance for annual incentive compensation and long-term incentive compensation (the Cooper Tire performance stock units and Cooper Tire performance cash

units) for performance periods that have started but are not completed (the non-earned Cooper Tire performance stock units and Cooper Tire performance cash units), as described above; and

•

Accelerated vesting of all then unvested Cooper Tire restricted stock units and stock option awards (all of which stock option awards are vested as of March 26, 2021), as described above, because such awards are not being assumed in connection with the merger.

In addition, under the Severance Pay Plan, following a qualifying termination, and subject to signing and not revoking a general release of claims against Cooper Tire and a confidentiality, noncompetition and non-solicitation agreement, in addition to the payments described above, each of the participating executive officers is entitled to receive the following payments:

•

Upon a pre-merger qualifying termination, accelerated vesting of all then unvested Cooper Tire restricted stock units and stock option awards (all of which stock option awards are vested as of March 26, 2021), with any continuing stock options exercisable for 90 days following termination;

•

Prorated annual incentive compensation from the beginning of the performance period through the date of termination for awards or programs in which the executive participates at target levels;

•

(i) Three times the sum of (x) base salary and (y) target annual incentive compensation at the greater of the amount for the year in which the merger occurs and the amount for the year immediately prior to the merger for Mr. Hughes, (ii) two times the sum of (x) and (y) for Ms. Whitesell and Mr. Zamansky, and (iii) one times the sum of (x) and (y) for Mr. Bialek;

•

Continuation of life, accident and health benefits for 36 months for Mr. Hughes, 24 months for Ms. Whitesell and Mr. Zamansky and 12 months for Mr. Bialek, followed by retiree medical and life insurance coverage to the extent eligible, subject to mitigation; and

•

Outplacement services for 12 months, in an amount up to 15% of the executive officer’s base salary.

The Severance Pay Plan provides that if the payments and benefits to each such executive officer in connection with a change in control would be subject to an excise tax by reason of Sections 4999 and 280G of the Code, the payments and benefits will be reduced to the extent necessary to prevent any portion of the officer’s payments and benefits from becoming subject to such excise tax, but only if, by reason of that reduction, the net after-tax benefit received by the officer exceeds 110% of the net after-tax benefit that the officer would receive if no reduction was made.

For purposes of the Severance Pay Plan, the terms below are generally defined as follows:

•

“cause” means a determination that an executive officer has committed: (i) any act or omission constituting a material breach by the executive officer of any of his significant obligations to or agreements with Cooper Tire or the continued failure or refusal of the executive officer to adequately perform the duties reasonably required by Cooper Tire which, in each case, is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, Cooper Tire, after notification by the Cooper Tire Board of such breach, failure or refusal and failure of the executive officer to correct such breach, failure or refusal within 30 days of such notification (other than by reason of the incapacity of the executive officer due to physical or mental illness); (ii) any other willful act or omission which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, Cooper Tire, and failure of the executive officer to correct such act or omission within 30 days after notification by the Cooper Tire Board of any such act or omission (other than by reason of the incapacity of the executive officer due to physical or mental illness); or (iii) the executive officer is found guilty of, or pleads guilty or nolo contendere to, a felony or any criminal act involving fraud, embezzlement or theft.

•

“good reason” means the occurrence of one or more of or more of the following events (regardless of whether any other reason, other than cause, for such termination exists or has occurred including,

without limitation, other employment): (i) (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with Cooper Tire which the executive officer held immediately prior to the merger, (B) a material (greater than 5%) reduction in the executive officer’s base pay, other than as part of across the board reductions (on a like percentage basis) applicable at the same time to other executive officers or (C) the termination or denial of the executive officer’s rights to employee benefits or a material (greater than 5%) reduction in the scope or aggregate value thereof, other than as part of a reduction applicable at the same time to other executive officers of Cooper Tire; (ii) the relocation of the office of Cooper Tire where the executive officer is employed to a location at least 50 miles from the executive officer’s current work location, except for required travel on Cooper Tire’s business to an extent reasonably required to perform his duties hereunder; or (iii) any material breach of its obligations under the Severance Pay Plan by Cooper Tire or any successor thereto, if the executive officer provides notice of good reason within 90 days after the occurrence of the relevant event, which is not cured by Cooper Tire within 30 days of receiving notice.

•

“qualifying termination” means an executive officer’s termination of employment (i) by Cooper Tire without cause or by the executive officer for good reason, after Cooper Tire entered into the merger agreement (i.e., after February 22, 2021) but before the closing of the merger, regardless of whether the closing of the merger actually occurs (a “pre-merger qualifying termination”) or (ii) by Cooper Tire without cause or by the executive officer for good reason during the two year period following the closing of the merger.

The merger will constitute a “change in control” under the Severance Pay Plan. For the quantification of the value of the severance payments and benefits described above that would be payable to Cooper Tire’s named executive officers in the event of a qualifying termination following the merger, see the “Cash”, “Equity” and “Perquisites/Benefits” columns of the table below under “—Quantification of Payments and Benefits to Cooper Tire’s Named Executive Officers.”

Rabbi Trust Funding

Cooper Tire is a party to a trust agreement, which is intended to provide funding for benefits payable to directors, executive officers and certain other employees under the Severance Pay Plan, Cooper Tire & Rubber Company Executive Deferred Compensation Plan, Cooper Tire & Rubber Company Nonqualified Supplementary Benefit Plan, Cooper Tire & Rubber Company 1998 Non-Employee Directors Compensation Deferral Plan and Cooper Tire & Rubber Company Nonqualified Key Employee Deferred Compensation Plan. The execution of the merger agreement constituted a “potential change in control” under such plans and agreements and, as a result, Cooper Tire was required to fund shortly after the execution of the merger agreement the estimated value of the payments to be made to the beneficiaries under the trust agreement, determined in accordance with the funding requirements under the applicable plans and agreements. In addition to amounts already deposited in the trust, this amount equaled $58,811,995 with respect to all of the beneficiaries under the trust agreement, which included non-employee directors, executive officers and employees other than the executive officers. This amount was funded in cash.

Share Ownership

As described below under “—Share Ownership of Directors, Executive Officers and Certain Beneficial Owners of Cooper Tire” and “The Merger Agreement—Merger Consideration—Conversion of Shares”, executive officers and non-employee directors of Cooper Tire may beneficially own shares of Cooper Tire common stock, which will be entitled to receive the merger consideration in respect of each share of Cooper Tire common stock beneficially owned by them.

Indemnification and Insurance

The merger agreement provides that the executive officers and non-employee directors of Cooper Tire and its subsidiaries will have the right to indemnification and continued coverage under directors’ and officers’ liability insurance policies for at least six years following the effective time of the merger.

Post-Closing Compensation Arrangements with Goodyear

Any of Cooper Tire’s executive officers or non-employee directors who become officers, directors or employees or who otherwise are retained to provide services to Goodyear or the surviving corporation following the effective time of the merger may enter into new individualized compensation arrangements and may participate in cash or equity incentive or other benefit plans maintained by Goodyear. As of the date hereof, no compensation arrangements between such persons and Goodyear and/or its affiliates have been established. However, the merger agreement provides that, for a period of one year immediately following the effective time of the merger, Goodyear will continue to provide to affected non-union employees (i.e., individuals who are employed by Cooper Tire and its subsidiaries as of the effective time of the merger who remain employed with Goodyear or any of its subsidiaries), which may include Cooper Tire’s executive officers, (i) cash compensation (excluding equity and long-term incentive awards) that is no less favorable, in the aggregate, than the cash compensation (excluding equity and long-term incentive awards) provided to each such employee immediately before the effective time of the merger, (ii) equity and long-term incentive award opportunities that are no less favorable, in the aggregate, than the equity and long-term incentive award opportunities provided by Goodyear to its similarly situated employees, (iii) benefits (excluding severance benefits and equity and long-term incentive awards) that are no less favorable, in the aggregate, than either the benefits (excluding severance benefits and equity and long-term incentive awards) provided to each such employee immediately before the effective time of the merger or such benefits (excluding severance benefits and equity and long-term incentive awards) provided by Goodyear to its similarly situated employees, as determined by Goodyear, and (iv) severance benefits upon a termination without cause and subject to a release of claims that are no less favorable, in the aggregate, than the severance benefits provided to each such non-union employee immediately before the effective time of the merger for any such employee. For additional information, see “The Merger Agreement—Covenants and Agreements—Certain Employee Benefits Matters.”

Quantification of Payments and Benefits to Cooper Tire’s Named Executive Officers

The information set forth below is required by Item 402(t) of Regulation S-K regarding compensation that is based on or otherwise relates to the merger that Cooper Tire’s named executive officers could receive in connection with the merger. Such amounts have been calculated assuming that (i) the closing of the merger occurs on August 31, 2021, (ii) the fair market value of a share of Cooper Tire common stock at the effective time of the merger is $57.04 (which represents the average closing price of a share of Cooper Tire common stock over the first five business days following the first public announcement of the merger on February 22, 2021), (iii) each of Cooper Tire’s named executive officers experiences a qualifying termination immediately following the effective time of the merger, (iv) the amount of such named executive officer’s base salary and target annual incentive compensation remains unchanged from the amounts approved by Cooper Tire’s compensation committee prior to March 26, 2021, which will become effective as of April 3, 2021 (assuming the named executive officers remain employed as of such date), (v) none of Cooper Tire’s named executive officers receives any additional equity-based awards following March 26, 2021, and (vi) each of Cooper Tire’s named executive officers has properly executed any required releases and complied with all requirements (including any applicable restrictive covenants) necessary in order to receive such payments and benefits. Some of the assumptions used in the table below are based upon information not currently available and, as a result, the actual amounts to be received by any of Cooper Tire’s named executive officers, if any, may materially differ from the amounts set forth below.

Mr. Eperjesy terminated his employment with Cooper Tire on August 21, 2020. He did not receive any additional or enhanced benefits or payments associated with the termination. He is not eligible to receive any compensation in connection with the consummation of the merger.

Golden Parachute Compensation


Name	Cash⁽¹⁾		Equity⁽²⁾		Perquisites/ Benefits⁽³⁾		Total
Bradley E. Hughes	$	9,752,293	$	8,453,784	$	203,298	$	18,409,375
Gerald C. Bialek	$	576,510	$	592,303	$	59,806	$	1,228,619
Paula S. Whitesell	$	1,548,709	$	1,058,035	$	72,602	$	2,679,346
Stephen Zamansky	$	2,413,169	$	1,932,629	$	107,749	$	4,453,547

(1)

Amounts shown reflect the cash severance payments and the prorated 2021 target annual cash incentive to which the named executive officers would be entitled under the Severance Pay Plan, and the payments to which the named executive officers would be entitled with respect to Cooper Tire performance cash units. The following table breaks down the amounts in this column by type of payment:


Name	Cash Severance^(a)		Prorated Target 2021 AIP^(b)		Accelerated Performance Cash Units^(c)		Total
Bradley E. Hughes	$	6,765,000	$	818,877	$	2,168,416	$	9,752,293
Gerald C. Bialek	$	420,000	$	79,890	$	76,620	$	576,510
Paula S. Whitesell	$	1,308,975	$	162,263	$	77,471	$	1,548,709
Stephen Zamansky	$	1,745,707	$	237,358	$	430,104	$	2,413,169

(a)

Amounts shown reflect lump-sum cash severance payments under the Severance Pay Plan, which consist of (i) three times the sum of (x) base salary and (y) target annual incentive compensation at the greater of the target amount for the year in which the merger occurs and the target amount for the year immediately prior to the merger for Mr. Hughes, (ii) two times the sum of (x) and (y) for Ms. Whitesell and Mr. Zamansky and (iii) one times the sum of (x) and (y) for Mr. Bialek. The cash severance payments are considered to be “double-trigger” payments, which means that both a change of control, such as the merger, and another event (i.e., a qualifying termination) must occur prior to such payments being provided to the named executive officer (see the section titled “—Change in Control Severance Pay Plan”). The estimated amount of each such payment is set forth in this column. The cash severance payments are payable upon a qualifying termination during the period starting on the date the merger agreement was signed (i.e., February 22, 2021) and ending on the second anniversary of the closing of the merger. As a condition to receiving the cash severance, the named executive officer must sign a release of claims against Cooper Tire and agree to comply with certain post-employment restrictive covenants, including those protecting confidential information, restricting solicitation of employees, independent contractors and certain customers of Cooper Tire for three years following the termination date for Mr. Hughes, two years following the termination date for Ms. Whitesell and Mr. Zamansky and one year following the termination date for Mr. Bialek.

The amounts shown are based on the named executive officer’s base salary and target annual incentive compensation approved by Cooper Tire’s compensation committee prior to March 26, 2021, which will become effective as of April 3, 2021 (assuming the named executive officer remains employed as of such date).

(b)

Amounts shown reflect the lump sum payment that each named executive officer would receive under the AIP in connection with the closing of the merger under the Severance Pay Plan, which will be paid at target level, prorated based on the length of time between the commencement of the current uncompleted performance period through the date of the closing of the merger (see the section titled “—Annual Incentive Compensation Plans”). The acceleration is considered to be “single-trigger”, which means that such

amounts accelerate solely due to the occurrence of a change of control, such as the merger (assuming that the named executive officer remains employed through the closing of the merger). This assumes that all bonuses under the AIP for fiscal years completed prior to the closing of the merger have been paid, so they are not included in the amounts shown.

Pursuant to the merger agreement, Cooper Tire or the surviving corporation will continue the AIP and will pay the named executive officer’s bonus subject to the terms of the AIP based on actual performance (the “actual bonus amount”), but reduced to the extent that the named executive officer received a prorated payment of his or her AIP bonus upon the closing of the merger for the performance period in which the closing of the merger occurs under the Severance Pay Plan, as described in the first sentence of this subsection (b), subject to each named executive officer’s continued employment through the last day of the fiscal year in which the effective time of the merger occurs (the “bonus true-up”). The maximum bonus true-up that could be achieved for each named executive officer is $1,641,123 for Mr. Hughes (assuming an actual bonus amount of $2,460,000), $160,110 for Mr. Bialek (assuming an actual bonus amount of $240,000), $326,712 for Ms. Whitesell (assuming an actual bonus amount of $488,975) and $478,349 for Mr. Zamansky (assuming an actual bonus amount of $715,707). The table above does not reflect a bonus true-up for any named executive officer. This amount would be paid pursuant to Cooper Tire’s existing AIP no later than March 15 of the year following the year to which the bonus relates.

In addition, upon a qualifying termination during the period starting on the date the merger agreement was signed (i.e., February 22, 2021) and ending on the second anniversary of the closing of the merger, each named executive officer will receive the following double-trigger severance payment (conditioned upon the execution at the time of termination of a release of all claims against Cooper Tire and the named executive officer’s agreement to comply with certain post-employment restrictive covenants, including those protecting confidential information, restricting solicitation of employees, independent contractors and certain customers of Cooper Tire for three years following the termination date for Mr. Hughes, two years following the termination date for Ms. Whitesell and Mr. Zamansky and one year following the termination date for Mr. Bialek): a lump sum payment of prorated annual incentive compensation from the beginning of the performance period (for qualifying terminations after the merger closing, from the performance period that commences after the change in control) through the date of termination for awards or programs in which the executive participates at target levels. The amounts in the table above reflect the single-trigger payment described in the first sentence of this note (b) and do not include the double-trigger severance payment of prorated annual incentive compensation for performance periods following the effective date of the merger.

(c)

Amounts shown reflect the Cooper Tire performance cash units for the 2019-2021, 2020-2022 and 2021-2023 performance periods that will become vested at the effective time of the merger (as more fully described under the section titled “—Cooper Tire Performance Cash Units”). With respect to the named executive officers, the amount of the payment is equal to (a) in the case of Cooper Tire performance cash units which have been notionally earned for measurement periods completed prior to the closing of the merger but that remain unpaid, the amount in cash determined based on actual achievement of the applicable performance goals for such measurement period and (b) in the case of non-earned Cooper Tire performance cash units, the amount in cash determined based on target performance of the applicable performance goals, prorated for the number of days between the commencement of the applicable measurement period and the effective time of the merger as compared to the number of days in the entire measurement period, in each case less applicable withholding tax. Such Cooper Tire performance cash units are considered to be “single-trigger”, which means that such amounts accelerate solely due to the occurrence of a change of control, such as the merger (assuming that the named executive officer remains employed through the closing of the merger). The applicable number of Cooper Tire performance cash units are 2,168,416 for Mr. Hughes, 76,620 for Mr. Bialek, 77,471 for Ms. Whitesell and 430,104 for Mr. Zamansky.

(2)

Amounts shown reflect the value of the accelerated vesting of the named executive officers’ unvested equity awards that would occur at the effective time of the merger, as provided in the merger agreement. The following table breaks down these amounts by type of award. Such Cooper Tire equity-based awards are

considered to be “single-trigger”, which means that such amounts accelerate solely due to the occurrence of a change of control, such as the merger (assuming that the named executive officer remains employed through the closing of the merger). The amounts shown do not include any potential value attributable to the Cooper Tire stock options because all outstanding Cooper Tire stock options are currently vested as of March 26, 2021, and therefore will not be subject to accelerated vesting on the consummation of the merger.


Name	Cooper Tire Restricted Stock Units^(a)		Cooper Tire Performance Stock Units^(b)		Total
Bradley E. Hughes	$	4,552,476	$	3,901,308	$	8,453,784
Gerald C. Bialek	$	453,525	$	138,778	$	592,303
Paula S. Whitesell	$	933,403	$	124,632	$	1,058,035
Stephen Zamansky	$	1,158,083	$	774,546	$	1,932,629

(a)

Amounts shown reflect the Cooper Tire restricted stock units that will accelerate in full at the effective time of the merger (including the Cooper Tire restricted stock units attributable to accrued but unpaid dividend equivalent rights), which for Mr. Hughes is 79,812 Cooper Tire restricted stock units, for Mr. Bialek is 7,951 Cooper Tire restricted stock units, for Ms. Whitesell is 16,364 Cooper Tire restricted stock units and for Mr. Zamansky is 20,303 Cooper Tire restricted stock units.

(b)

Amounts shown reflect the Cooper Tire performance stock units (including the Cooper Tire performance stock units attributable to the accrued but unpaid dividend equivalent rights earned on notionally earned Cooper Tire performance stock units) for the 2019-2021, 2020-2022 and 2021-2023 performance periods that will become fully vested at the effective time of the merger. With respect to the named executive officers, the number of Cooper Tire performance stock units that will vest on the effective time of the merger is equal to (a) in the case of Cooper Tire performance stock units which have been notionally earned for measurement periods completed prior to the effective time of the merger but that remain unpaid, the number of shares of Cooper Tire common stock determined based on actual achievement of the applicable performance goals for such measurement period and (b) in the case of non-earned Cooper Tire performance stock units, the number of shares of Cooper Tire common stock determined based on target performance of the applicable performance goals, prorated for the number of days between the commencement of the applicable measurement period and the effective time of the merger as compared to the number of days in the entire measurement period. Such Cooper Tire performance stock units are considered to be “single-trigger”, which means that such amounts accelerate solely due to the occurrence of a change of control, such as the merger (assuming that the named executive officer remains employed through the closing of the merger). See the section titled “—Cooper Tire Performance Stock Units.” The applicable number of Cooper Tire performance stock units (including the Cooper Tire performance stock units attributable to the accrued but unpaid dividend equivalent rights earned on notionally earned Cooper Tire performance stock units) that would vest at the effective time of the merger are 68,396 for Mr. Hughes, 2,433 for Mr. Bialek, 2,185 for Ms. Whitesell and 13,579 for Mr. Zamansky.

(3)

Amounts shown reflect the sum of the following benefits provided under the Severance Pay Plan upon the named executive officer’s qualifying termination: (i) continuation of life, accident and health benefits for 36 months for Mr. Hughes, 24 months for Ms. Whitesell and Mr. Zamansky and 12 months for Mr. Bialek, followed by retiree medical and life insurance coverage to the extent eligible, subject to mitigation and (ii) the maximum amount of outplacement benefits for each named executive officer, which is equal to 15% of such named executive officer’s current base salary. Such benefits are considered to be “double-trigger”, which means that both a change of control, such as the merger, and another event (i.e., a qualifying termination) must occur prior to such benefits being provided to the named executive officer (see the section titled “—Change in Control Severance Pay Plan”). These benefits are payable upon a qualifying termination during the period starting on the date the merger agreement was signed (i.e., February 22, 2021) and ending on the second anniversary of the closing of the merger. As a condition to receiving the following continuation of life, accident and health benefits and the outplacement benefits, the named executive officer must sign a release of claims against Cooper Tire and agree to comply with certain post-employment restrictive covenants, including those protecting confidential information, restricting solicitation of employees, independent contractors and certain customers of Cooper Tire for three years following the

termination date for Mr. Hughes, two years following the termination date for Ms. Whitesell and Mr. Zamansky, and one year following the termination date for Mr. Bialek. The estimated amount of each such benefit is set forth in the table below:


Name	Health, Welfare and Life Benefits		Outplacement Benefits		Total
Bradley E. Hughes	$	49,548	$	153,750	$	203,298
Gerald C. Bialek	$	14,806	$	45,000	$	59,806
Paula S. Whitesell	$	11,102	$	61,500	$	72,602
Stephen Zamansky	$	30,499	$	77,250	$	107,749

Share Ownership of Directors, Executive Officers and Certain Beneficial Owners of Cooper Tire

The information that follows is furnished as of March 26, 2021 to indicate beneficial ownership by Cooper Tire’s executive officers and directors as a group and each named executive officer and director, individually, of Cooper Tire common stock in accordance with Rule 13d-3 under the Exchange Act, as well as ownership of certain other Cooper Tire securities and ownership of Cooper Tire common stock plus certain other Cooper Tire securities:

Name of Beneficial Owner

Amount and
Nature of
Beneficial
Ownership of
Common Stock

Percent of
Class

Ownership of
Other
Securities

Ownership of
Common Stock
and Other
Securities

Percent of
Class

Gerald C. Bialek

3,921 shs

9,412 shs

^(3), (4)

13,342 shs

^(3), (4)

Steven M. Chapman

2,631 shs

142,209 shs

⁽²⁾

144,840 shs

⁽²⁾

Susan F. Davis

— shs

22,674 shs

⁽²⁾

22,674 shs

⁽²⁾

Kathryn P. Dickson

2,500 shs

9,921 shs

⁽²⁾

12,421 shs

⁽²⁾

Christopher J. Eperjesy

— shs

John J. Holland

4,042 shs

131,189 shs

⁽²⁾

135,231 shs

⁽²⁾

Bradley E. Hughes

315,149 shs

⁽¹⁾

121,377 shs

^(3), (4)

436,526 shs

^{(1), (3), (4)}

Tyrone M. Jordan

— shs

Tracey I. Joubert

— shs

15,262 shs

⁽²⁾

15,262 shs

⁽²⁾

Gary S. Michel

— shs

22,674 shs

⁽²⁾

22,674 shs

⁽²⁾

Brian C. Walker

5,413 shs

13,467 shs

⁽²⁾

18,880 shs

⁽²⁾

Robert D. Welding

3,000 shs

88,877 shs

⁽²⁾

91,877 shs

⁽²⁾

Paula S. Whitesell

— shs

17,153 shs

^(3), (4)

17,153 shs

^(3), (4)

Stephen Zamansky

76,996 shs

28,565 shs

^(3), (4)

105,561 shs

^(3), (4)

All executive officers and Directors as a group (13 persons)

413,652 shs

⁽¹⁾

0.82

622,789 shs

^{(2), (3), (4)}

1,036,441 shs

^(1), ^{(2), (3), (4)}

2.05

In the above chart, “shs” refers to shares of Cooper Tire common stock and “*” refers to ownership of less than 1%.

(1)	Includes 59,235 shares obtainable on exercise of stock options by Mr. Hughes within 60 days following March 26, 2021. These options have not been exercised.

(2)

Pursuant to the Amended and Restated 1998 non-employee Directors Compensation Deferral Plan, the following Directors have been credited with the following number of Cooper Tire phantom stock units as of March 26, 2021: Steven M. Chapman—142,209; Susan F. Davis—22,674; Kathryn P. Dickson—9,921; John J. Holland—131,189; Tyrone M. Jordan—0; Tracey I. Joubert —15,262; Gary S. Michel—22,674; Brian C. Walker—13,467; and Robert D. Welding—88,877. The holders do not have voting or investment power over these Cooper Tire phantom stock units.

(3)

Includes the following number of Cooper Tire restricted stock units for each of the following executive officers: Gerald C. Bialek—7,951; Bradley E. Hughes—79,812; Paula S. Whitesell—16,364; and Stephen Zamansky—20,303. The holders do not have voting or investment power over these Cooper Tire restricted stock units. The agreements pursuant to which the Cooper Tire restricted stock units were granted provide for accrual of dividend equivalents. As originally designed, an executive’s Cooper Tire restricted stock unit account will be settled through delivery to the executive on the date selected of a number of shares of Cooper Tire common stock corresponding to the number of Cooper Tire restricted stock units awarded to the executive, plus shares representing the value of dividend equivalents.

(4)

Includes the number of Cooper Tire performance-based stock units that were notionally earned by each of the following executive officers for 2018 through 2020 net income and return on invested capital performance plus accrued dividend equivalents. The holders do not have voting or investment power over these Cooper Tire performance-based stock units. Gerald C. Bialek—1,470; Bradley E. Hughes—41,565; Paula S. Whitesell—789; and Stephen Zamansky—8,262.

Beneficial Ownership of Shares

The information in the table below sets forth those persons (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) known by Cooper Tire to be the beneficial owners of more than 5% of Cooper Tire common stock as of March 26, 2021 (except as noted below).

The table does not include information regarding shares held of record, but not beneficially, by Delaware Charter Guarantee & Trust Company, dba Principal Trust Company, the trustee of the Cooper Tire & Rubber Company Spectrum Investment Savings Plan and other defined contribution plans sponsored by Cooper Tire or a subsidiary of Cooper Tire. As of March 26, 2021, those plans held 731,688 shares, or 1.45% of the outstanding shares of Cooper Tire common stock. The trustee, in its fiduciary capacity, has no investment powers and will vote the shares held in the plans in accordance with the instructions provided by the plan participants. If no such instructions are received, the provisions of the plans direct the trustee to vote such participant shares in the same proportion as the trustee was directed to vote the shares of the other participants who gave directions as to voting.


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
Common Stock	BlackRock, Inc.⁽¹⁾		7,773,291		15.37	%
Common Stock	The Vanguard Group⁽²⁾		5,105,080		10.09	%
Common Stock	Dimensional Fund Advisors LP⁽³⁾		3,886,065		7.68	%

(1)

BlackRock, Inc. filed a Schedule 13G with the SEC on January 25, 2021, indicating that as of December 31, 2020, BlackRock, Inc. had sole voting power with respect to 7,691,407 shares and sole dispositive power with respect to 7,773,291 shares. BlackRock, Inc. has indicated that it is a parent holding company or control person. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(2)

The Vanguard Group filed a Schedule 13G/A with the SEC on February 10, 2021, indicating that as of December 31, 2020, The Vanguard Group had shared voting power with respect to 53,333 shares, sole dispositive power with respect to 5,007,816 shares and shared dispositive power with respect to 97,264 shares. The Vanguard Group has indicated that it is an investment advisor. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.

(3)

Dimensional Fund Advisors LP filed a Schedule 13G/A with the SEC on February 12, 2021, indicating that as of December 31, 2020, Dimensional Fund Advisors LP had sole voting power with respect to 3,746,268 shares and sole dispositive power with respect to 3,886,065 shares. Dimensional Fund Advisors LP has indicated that it is an investment adviser. The address of Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin, TX 78746.

Director and Officer Indemnification

Under the merger agreement, certain indemnification and insurance rights exist in favor of Cooper Tire and its subsidiaries’ current and former directors and officers. For more information about these rights, see “The Merger—Interests of Directors and Executive Officers of Cooper Tire in the Merger—Indemnification and Insurance” beginning on page 76.

Accounting Treatment of the Merger

In accordance with current accounting principles generally accepted in the United States, Goodyear will account for the merger using the acquisition method of accounting for business combinations. As a result, the recorded assets and liabilities of Goodyear will be carried forward at their recorded amounts, the historical operating results will be unchanged for the prior periods being reported and the assets and liabilities of Cooper Tire will be adjusted to their respective estimated fair values at the closing date of the merger. In addition, all identified intangible assets will be recorded at estimated fair value and included as part of the net assets acquired. Any excess of the purchase price, consisting of the number of shares of Goodyear common stock to be issued to former Cooper Tire stockholders and holders of certain equity-based long-term incentive awards and cash paid to option holders and holders of long-term performance cash units and deferred stock units, as applicable, at fair value, plus $41.75 per share of Cooper Tire common stock in cash, over the fair value of the net assets acquired, including identified intangible assets of Cooper Tire, on the closing date of the merger will be accounted for as goodwill. In accordance with current accounting guidance, goodwill and identified indefinite life intangible assets will not be amortized but will be evaluated for impairment annually. Identified finite life intangible assets will be amortized over their estimated lives. Further, the acquisition method of accounting will result in the operating results of Cooper Tire being included in the operating results of Goodyear beginning from the closing date of the merger.

Regulatory Approvals Required for the Merger

Goodyear and Cooper Tire are not currently aware of any other material governmental consents, approvals or filings that are required prior to the parties’ completion of the transaction other than those described below. If additional approvals, consents and filings are required to complete the transaction, Goodyear and Cooper Tire intend to seek such consents and approvals and make such filings.

Goodyear and Cooper Tire expect to complete the transaction in the second half of 2021. Although Goodyear and Cooper Tire believe that they will receive the required consents and approvals described below to complete the transaction, neither can give any assurance as to the timing of these consents and approvals or as to Goodyear’s and Cooper Tire’s ultimate ability to obtain such consents or approvals (or any additional consents or approvals which may otherwise become necessary) or that such consents or approvals will be obtained on terms and subject to conditions satisfactory to Goodyear and Cooper Tire. The receipt of the regulatory approvals (as described hereinafter) is a condition to the obligation of each of Goodyear and Cooper Tire to complete the merger.

The merger is subject to the requirements of the HSR Act and the related rules and regulations, which provide that certain transactions may not be completed until notification and report forms have been furnished to the antitrust division of the DOJ and the FTC, and until certain waiting periods have been terminated or have expired. The HSR Act requires Goodyear and Cooper Tire to observe a 30-calendar-day waiting period after the submission of their respective HSR filings before consummating their transaction, unless the waiting period is earlier terminated. If either agency issues a request for additional information or documentary material (a “second request”) prior to the expiration of the initial waiting period, the parties will observe a second 30-calendar-day waiting period, which begins to run only after each of the parties has substantially complied with the second request.

On March 8, 2021, Goodyear and Cooper Tire each filed a notification and report forms under the HSR Act with the DOJ and the FTC, which filings started the initial 30-calendar-day waiting period required by the HSR Act.

Completion of the merger is further subject to receipt of certain foreign regulatory approvals, including notification, clearance and/or expiration or termination of any relevant applicable waiting periods.

Litigation Relating to the Merger

Treatment of Cooper Tire Stock Options and Other Long-Term Incentive Awards

Cooper Tire Stock Options

Cooper Tire Performance Stock Units

Upon consummation of the merger, each outstanding Cooper Tire performance stock unit that has been notionally earned for measurement periods completed prior to the effective time of the merger but not yet settled will be converted into the right to receive the merger consideration, less any required withholding taxes, in respect of the number of shares of Cooper Tire common stock determined based on actual achievement of the applicable performance goals for such measurement periods.

Upon consummation of the merger, each outstanding non-earned Cooper Tire performance stock unit will be converted into the right to receive the merger consideration, less any required withholding taxes, in respect of the number of shares of Cooper Tire common stock determined as if the applicable performance goals had been achieved for such measurement period at the target level of performance, prorated for the number of days between the commencement of the applicable measurement period and the effective time of the merger as compared to the number of days in the entire measurement period.

Cooper Tire Restricted Stock Units

Upon consummation of the merger, each outstanding Cooper Tire restricted stock unit will be converted into the right to receive the merger consideration, less any required withholding taxes, in respect of the total number of shares of Cooper Tire common stock underlying such stock unit award.

Cooper Tire Performance Cash Units

Upon consummation of the merger, each outstanding Cooper Tire performance cash unit that has been notionally earned for measurement periods completed prior to the effective time of the merger but not yet settled will be converted into the right to receive an amount in cash, less any required withholding taxes, equal to the product of (A) the number of Cooper Tire performance cash units determined based on actual achievement of the applicable performance goals for such measurement periods and (B) $1.00.

Upon consummation of the merger, each outstanding non-earned Cooper Tire performance cash unit will be converted into the right to receive an amount in cash, less any required withholding taxes, equal to the product of (A) the number of Cooper Tire performance cash units determined as if the applicable performance goals had been achieved for such measurement period at the target level of performance, prorated for the number of days between the commencement of the applicable measurement period and the effective time of the merger as compared to the number of days in the entire measurement period, and (B) $1.00.

Cooper Tire Notional Deferred Stock Units

Upon consummation of the merger, all account balances, whether or not vested, that provide for the deferral of compensation and represent amounts notionally invested in a number of shares of Cooper Tire common stock or otherwise provide for distributions or benefits that are calculated based on the value of a share of Cooper Tire common stock will be converted into a right to have allocated to the holder’s account under such deferred compensation plan an amount denominated in cash equal to the product of (A) the number of shares of Cooper Tire common stock deemed invested under or otherwise referenced by such account as of the effective time of the merger and (B) the per share cash equivalent.

Cooper Tire Residual Shares

Upon consummation of the merger, each share of Cooper Tire common stock that remains available for issuance pursuant to any of Cooper Tire’s stock plans will be converted at the effective time of the merger into the number of shares of Goodyear common stock equal to the product of (A) the number of such residual shares and (B) the sum of (i) 0.907 and (ii) the quotient obtained by dividing (x) $41.75 by (y) the parent closing price.

For additional information on Cooper Tire’s long-term incentive awards, see “The Merger—Interests of Directors and Executive Officers of Cooper Tire in the Merger” beginning on page 68.

Listing of Goodyear Common Stock; Delisting and Deregistration of Cooper Tire Common Stock

Prior to the completion of the merger, Goodyear has agreed to take all necessary action to cause the shares of Goodyear common stock to be issued in connection with the merger to be listed on the Nasdaq, subject to official notice of issuance. The listing on the Nasdaq of the shares of Goodyear common stock to be issued in connection with the merger is also a condition to completion of the merger.

Prior to the effective time of the merger, Cooper Tire will cooperate with Goodyear and use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable on its part pursuant to applicable law and the rules and regulations of the NYSE to cause (a) the delisting of Cooper Tire common stock from the NYSE as promptly as practicable after the effective time of the merger and (b) the deregistration of Cooper Tire common stock pursuant to the Exchange Act as promptly as practicable after such delisting. If the merger is completed, Cooper Tire common stock will cease to be listed on the NYSE and Cooper Tire common stock will be deregistered under the Exchange Act, after which Cooper Tire will no longer be required under SEC rules and regulations to file periodic reports with the SEC in respect of Cooper Tire common stock.

Material U.S. Federal Income Tax Consequences

General

The following is a general discussion of the material U.S. federal income tax consequences of the merger to Cooper Tire stockholders that exchange their Cooper Tire common stock for the merger consideration.

This discussion is based upon the Code, its legislative history, U.S. Treasury regulations promulgated under the Code and court and administrative rulings and decisions, all as in effect on the date of this proxy statement/prospectus. These authorities may change, possibly retroactively, or be subject to differing interpretations, and any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion.

This discussion addresses only those holders of shares of Cooper Tire common stock that hold their shares of Cooper Tire common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion is not a complete description of all of the U.S. federal income tax consequences of the merger and, in particular, does not address any tax consequences arising under the unearned income Medicare contribution tax enacted pursuant to the Health Care and Education Reconciliation Act of 2010, nor does it address any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction, or under any U.S. federal laws other than those pertaining to the income tax. Further, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to a holder in light of such holder’s particular circumstances (such as the alternative minimum tax or the requirement to accelerate the recognition of an item of gross income as a result of such income being recognized on an applicable financial statement) or that may be applicable to a holder that is subject to special treatment under U.S. federal income tax law, including for example:

•

a bank, thrift, mutual fund or other financial institution;

•

a tax-exempt organization or government organization;

•

a real estate investment trust or real estate mortgage investment conduit;

•

a partnership, S corporation or other pass-through entity (or an investor in a partnership, S corporation or other pass-through entity);

•

an insurance company;

•

a regulated investment company or a mutual fund;

•

a dealer or broker in stocks and securities, or currencies;

•

a trader in securities that elects mark-to-market treatment;

•

a Cooper Tire stockholder that received shares of Cooper Tire common stock through the exercise of an employee stock option, through a tax qualified retirement plan or otherwise as compensation;

•

a Cooper Tire stockholder that has a functional currency other than the U.S. dollar;

•

a Cooper Tire stockholder that holds shares of Cooper Tire common stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction; or

•

certain former citizens or long-term residents of the United States.

If an entity or an arrangement treated as a partnership for U.S. federal income tax purposes holds shares of Cooper Tire common stock, the U.S. federal income tax consequences to a partner in such partnership (or owner of such entity) generally will depend on the status of the partner and the activities of the partnership (or entity). Any entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds shares of Cooper Tire common stock, and any persons that, for U.S. federal income tax purposes, are treated as partners in such partnership, are urged to consult their own tax advisors with respect to the tax consequences of the merger in their specific circumstances.

The tax consequences of the merger may be complex and will depend on each holder’s specific situation and factors not within Goodyear’s or Cooper Tire’s control. Holders are urged to consult their own tax advisors as to the tax consequences of the merger in their particular circumstances, including the applicability and effect of the alternative minimum tax and any U.S. federal, U.S. state or local, non-U.S. or other tax laws and of changes in such laws.

U.S. Holders

Capital gains of a non-corporate U.S. Holder will be eligible for the preferential U.S. federal income tax rates applicable to long-term capital gains if the U.S. Holder has held its Cooper Tire common stock for more than one year as of the effective time of the merger. The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of shares of Cooper Tire common stock at different times or different prices, the U.S. Holder must determine its tax basis and holding period separately for each block of Cooper Tire common stock.

A U.S. Holder’s aggregate tax basis in any shares of Goodyear common stock received in the merger will equal the fair market value of such stock as of the effective time of the merger. A U.S. Holder’s holding period in any shares of Goodyear common stock received in the merger will begin the day after the day on which the effective time of the merger occurs.

U.S. Holders who hold shares of both Cooper Tire and Goodyear at the time of the merger may be subject to different treatment in the merger, as described below under the heading “—Potential Application of Section 304 of the Code.”

U.S. Holders are urged to consult their own tax advisors as to the particular tax consequences of the merger, including the effect of U.S. federal, U.S. state and local tax laws or non-U.S. tax laws.

Non-U.S. Holders

Subject to the discussion below under the headings “—Potential Application of Section 304 of the Code” and “—Information Reporting and Backup Withholding”, a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on the exchange of shares of Cooper Tire common stock for any shares of Goodyear common stock and/or cash in the merger unless:

•

Any gain recognized on the exchange is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if an applicable income tax treaty so requires, is attributable to a U.S. permanent establishment or fixed place of business of the Non-U.S. Holder); or

•

the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year that includes the merger and certain other conditions are satisfied.

If the Non-U.S. Holder’s gain is described in the first bullet, then the Non-U.S. Holder will generally be subject to U.S. federal income tax under the rules described above as if it were a U.S. Holder and, in the case of a non-U.S. corporation, may be subject to an additional “branch profits tax” at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty).

If the Non-U.S. Holder is described in the second bullet, then such Non-U.S. Holder will generally be subject to U.S. federal income tax at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty) on the gain, which may be offset by certain U.S. source capital losses of the Non-U.S. Holder.

Non-U.S. Holders are urged to consult their own tax advisors regarding the potential applicability of these rules as well as any income tax treaty that may be applicable in their particular circumstances.

Non-U.S. Holders who hold shares of both Cooper Tire and Goodyear common stock at the time of the merger may be subject to different treatment in the merger, as described below under the heading “—Potential Application of Section 304 of the Code.”

Notwithstanding the above, withholding agents may withhold tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the gross amount of all cash merger consideration payable to Non-U.S. Holders, regardless of whether such Non-U.S. Holder is eligible for an exemption or reduction in withholding tax, as described below under the heading “—Potential Application of Section 304 of the Code.” Non-U.S. Holders are urged to consult their own tax advisors as to the particular tax consequences of the merger, including the effect of U.S. federal, U.S. state and local tax laws or non-U.S. tax laws.

Potential Application of Section 304 of the Code

If Section 304 of the Code applies to the merger, a Cooper Tire stockholder may be subject to U.S. federal income tax treatment that differs materially from that described above if such holder’s percentage interest in Goodyear following the merger does not represent a sufficient reduction (as determined below) relative to such holder’s percentage interest in Cooper Tire before the merger. Section 304 of the Code will apply to the merger if holders of shares of Cooper Tire common stock, taken together, own 50% or more of the Goodyear common stock, by vote or value, following the completion of the merger, taking into account both shares of Goodyear received in the merger and shares of Goodyear held at the time of the merger. Certain constructive attribution rules apply to determine ownership for purposes of the ownership tests described in this paragraph. If Section 304 of the Code applies to the merger, a holder will be treated as receiving the cash consideration from Goodyear in a deemed redemption of shares of Goodyear common stock deemed issued to such holder in the transaction instead of selling shares of Cooper Tire common stock for cash. Because the application of Section 304 of the Code to the merger depends on the ownership of shares of Goodyear common stock following the merger and is determined after the application of various constructive ownership rules, Cooper Tire and Goodyear are unable to determine, prior to the time of the merger, whether Section 304 of the Code applies to the merger. Further, it may not be possible to establish with certainty following the closing of the merger whether or not Section 304 of the Code applied to the merger because the ownership information necessary to make such determination may not be available. However, based on the limited ownership information that is publicly available, it is possible that Section 304 of the Code will apply to the merger.

Holders of shares of Cooper Tire common stock that also own (including by attribution) shares of Goodyear common stock are urged to consult their own tax advisors, including with regard to any actions that may be taken to mitigate the potential application of Section 304 of the Code.

If Section 304 of the Code applies to the merger, a Cooper Tire stockholder may be deemed to have contributed such shares of common stock to Goodyear in exchange for shares of Goodyear common stock, which is in turn deemed to have been redeemed for the cash consideration received in the merger. Such deemed redemption of Goodyear stock generally would be treated as having the effect of a distribution of a dividend in the event that the receipt of the cash consideration by a holder is not “substantially disproportionate” with respect to such holder or is “essentially equivalent to a dividend” under the tests set forth in Section 302 of the Code.

The determination of whether a holder’s receipt of the cash consideration is not “substantially disproportionate” generally requires a comparison of (x) the percentage of the outstanding Cooper Tire common stock that the

holder is deemed actually and constructively to have owned immediately before the merger and (y) the percentage of the outstanding Cooper Tire common stock that is actually and constructively owned by such holder immediately after the merger (including indirectly as a result of owning stock in Goodyear and taking into account any shares of Goodyear common stock actually and constructively owned by such holder prior to the merger, or otherwise acquired in connection with the transaction).

The deemed redemption will generally result in a “substantially disproportionate” exchange with respect to a holder if the percentage described in clause (y) above is less than 80% of the percentage described in clause (x) above. Whether the deemed redemption results in an exchange that is “not essentially equivalent to a dividend” with respect to a holder will depend on such holder’s particular circumstances. Generally, if such deemed redemption results in a “meaningful reduction” in the holder’s percentage stock ownership of Cooper Tire, as determined by comparing the percentage described in clause (y) above to the percentage described in clause (x) above, such deemed redemption will be considered “not essentially equivalent to a dividend.” The IRS has indicated in a revenue ruling that a minority shareholder in a publicly traded corporation will experience a “meaningful reduction” if the minority shareholder (i) has a minimal percentage stock interest, (ii) exercises no control over corporate affairs and (iii) experiences any reduction in its percentage stock interest.

In applying the above tests, a holder may, under constructive ownership rules, be deemed to own stock that is owned by other persons or stock underlying a holder’s option to purchase stock, in addition to the stock actually owned by the holder. In addition, as noted above, in applying the “substantially disproportionate” and “not essentially equivalent to a dividend” tests to a holder, sales (or purchases) of shares of Goodyear common stock made by such holder (or by persons whose shares are attributed to such holder) in connection with the merger will be taken into account. If such deemed redemption is not “substantially disproportionate” with respect to such holder or is “essentially equivalent to a dividend”, the deemed redemption would be taxable as a dividend (in an amount equal to the cash consideration received) to the extent of the holder’s allocable share of the current and accumulated earnings and profits of Goodyear and Cooper Tire. To the extent that the amount of cash consideration exceeds Goodyear’s and Cooper Tire’s current and accumulated earnings and profits, the distribution would first be treated as a tax-free return of capital, causing a reduction in the holder’s adjusted tax basis in its shares of Cooper Tire common stock, and to the extent the amount of the distribution exceeds such tax basis, the excess would be taxed as capital gain recognized on a sale or exchange of such holder’s shares of Cooper Tire common stock. The amount of any such gain would be taxed as described above under the headings “—U.S. Holders” and “—Non-U.S. Holders”, as applicable.

For U.S. Holders, dividends are generally taxable as ordinary income. However, non-corporate U.S. Holders may be eligible for a reduced rate of taxation on dividends, including dividends arising by operation of Section 304 of the Code. For corporate U.S. Holders, dividends (a) may be eligible for a dividends-received deduction and (b) may be subject to the “extraordinary dividend” provisions of the Code, subject in each case to certain requirements and limitations.

Subject to the discussion below under the headings “—Information Reporting and Backup Withholding” and “—FATCA Withholding”, for Non-U.S. Holders, the receipt of any amounts treated as a dividend generally will be subject to U.S. withholding tax at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty), unless such dividend is effectively connected with a Non-U.S. Holder’s conduct of a trade or business within the United States (and, if an applicable income tax treaty so requires, is attributable to a U.S. permanent establishment or fixed place of business of the Non-U.S. Holder). However, because application of Section 304 of the Code to the merger is uncertain and because the application of Section 304 of the Code depends on a holder’s particular circumstances, withholding agents may not be able to determine whether a holder is treated as receiving a dividend for U.S. federal income tax purposes. Therefore, withholding agents may withhold against all Non-U.S. Holders at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty) on the full amount of the cash consideration received. If a withholding agent withholds a portion of the cash consideration to be received by a Non-U.S. Holder that is exempt from such withholding, the Non-U.S. Holder may apply for a refund.

In order to obtain a reduced rate of withholding under a tax treaty, a Non-U.S. Holder claiming such reduced rates will be required to deliver a properly completed IRS Form W-8BEN or W-8BEN-E (or other applicable form) to the applicable withholding agent before cash consideration is paid pursuant to the merger. Non-U.S. Holders may seek a refund from the IRS of amounts withheld on distributions in excess of their allocable share of Goodyear’s and Cooper Tire’s current and accumulated earnings and profits, to the extent such amounts are not otherwise subject to U.S. federal income tax.

Section 304 of the Code and the regulations and guidance thereunder are complex. Any holder that actually or constructively owns, or expects to own at the time of the merger, both shares of Cooper Tire common stock and shares of Goodyear common stock is urged to consult its own tax advisors with respect to the application of Section 304 of the Code in its particular circumstances (including as to its tax basis in the shares subject to Section 304 of the Code). In addition, we strongly urge all Non-U.S. Holders to consult their own tax advisors regarding their particular facts and circumstances, the procedures for claiming treaty benefits or otherwise establishing an exemption from U.S. withholding tax with respect to any portion of the cash consideration payable to them pursuant to the merger, and any actions that may be taken to mitigate any potential adverse tax consequences.

Information Reporting and Backup Withholding

A non-corporate Cooper Tire stockholder may be subject, under certain circumstances, to backup withholding (currently at a rate of 24%) on any cash payments received in the merger. A U.S. Holder generally will not be subject to backup withholding if such holder:

•

furnishes a correct taxpayer identification number, certifies that such holder is not subject to backup withholding on the IRS Form W-9 or successor form (or appropriate substitute) included in the election form/letter of transmittal and otherwise complies with all the applicable requirements of the backup withholding rules; or

•

provides proof acceptable to Goodyear or the exchange agent, as applicable, that such holder is otherwise exempt from backup withholding.

A Non-U.S. Holder generally may establish an exemption from backup withholding by certifying its non-U.S. person status under penalties of perjury on a properly completed applicable IRS Form W-8.

Any amounts withheld under the backup withholding rules are not an additional tax and will generally be allowed as a refund or credit against a holder’s U.S. federal income tax liability, if any, provided the holder timely furnishes the required information to the IRS.

Holders of shares of Cooper Tire common stock are urged to consult their own tax advisors with respect to the tax consequences of the merger in their particular circumstances, including the applicability and effect of the alternative minimum tax and any U.S. federal, U.S. state or local, non-U.S. or other tax laws and of changes in such laws.

FATCA Withholding

Under Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance issued thereunder (“FATCA”), a Non-U.S. Holder is subject to a 30% withholding tax on dividends paid on shares of Cooper Tire and Goodyear common stock, including payments treated as dividends by application of Section 304 of the Code, unless (i) if the Non-U.S. Holder is a “non-financial foreign entity”, it provides the applicable payor or financial institution with certain documentation relating to its substantial U.S. owners or otherwise certifies that it does not have any substantial U.S. owners, (ii) if the Non-U.S. Holder is a “foreign financial institution”, it enters into an agreement with the Department of Treasury to, among other things, report certain information regarding its accounts with or interests held by certain United States persons and by certain non-U.S. entities that

are wholly or partially owned by United States persons, and it establishes its compliance with these rules by providing to the applicable payor or financial institution with an IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Form W-8 (or appropriate successor form) or (iii) the Non-U.S. Holder otherwise qualifies for an exemption from these rules and establishes such exemption by providing the applicable payor or financial institution with an IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Form W-8 (or appropriate successor form). The rules relating to FATCA described above may be modified by an applicable intergovernmental agreement between the United States and the jurisdiction in which the Non-U.S. Holder is resident. Non-U.S. Holders are urged to consult their tax advisers regarding how FATCA may apply to them as a result of the merger, including in light of the potential application of Section 304 of the Code to the merger.

We will not pay any additional amounts to Non-U.S. Holders with respect to any amounts withheld, including pursuant to FATCA.

THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF THE MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL INCOME TAX EFFECTS RELEVANT THERETO OR A DISCUSSION OF ANY OTHER TYPE OF TAXES. ALL COOPER TIRE STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE MERGER, INCLUDING TAX RETURN REPORTING REQUIREMENTS, THE APPLICABILITY AND EFFECT OF NON-U.S., FEDERAL, STATE, LOCAL AND OTHER APPLICABLE TAX LAWS, AND THE EFFECT OF ANY PROPOSED CHANGES IN THE TAX LAWS.

Restrictions on Sales of Shares of Goodyear Common Stock Received in the Merger

All shares of Goodyear common stock received by Cooper Tire stockholders in the merger will be freely tradable for purposes of the Securities Act and the Exchange Act, except for shares of Goodyear common stock received by any Cooper Tire stockholder who becomes an “affiliate” of Goodyear after completion of the merger. This proxy statement/prospectus does not cover resales of shares of Goodyear common stock received by any person upon completion of the merger, and no person is authorized to make any use of this proxy statement/prospectus in connection with any resale.

Certain Contracts between Goodyear and Cooper Tire

Goodyear and Cooper Tire are party to commercial arrangements with one another, which are not material, individually or in the aggregate, to either company.

THE MERGER AGREEMENT

Explanatory Note Regarding the Merger Agreement

This section of this proxy statement/prospectus describes the material provisions of the merger agreement, but does not describe all of the terms of the merger agreement and may not contain all of the information about the merger agreement that is important to you. The following summary is qualified by reference to the complete text of the merger agreement, which is attached as Annex A to this proxy statement/prospectus and incorporated by reference herein and you are urged to read the full text of the merger agreement because it is the legal document that governs the merger. The rights and obligations of Goodyear, Cooper Tire and Merger Sub, are governed by the express terms and conditions of the merger agreement and not by this summary or any of the other information contained in this proxy statement/prospectus.

The merger agreement contains representations, warranties and covenants by each of the parties to the agreement, which were made only for purposes of the agreement, as of specified dates, and are intended to govern the contractual rights and relationships, and to allocate risks, among the parties to the merger agreement, with respect to the merger as of specified dates. The representations, warranties and covenants in the merger agreement were made solely for the benefit of the parties to the merger agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified in a number of important respects, including through the use of exceptions for certain matters disclosed by the party that made the representations and warranties to the other party; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Goodyear, Merger Sub, Cooper Tire or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants contained in the merger agreement or any other agreement between such parties may change after the date of each such agreement, which subsequent information may or may not be fully reflected in Goodyear’s or Cooper Tire’s public disclosures or the public disclosures of any of their respective subsidiaries or affiliates. Each such agreement should not be read alone, but should instead be read in conjunction with the other information regarding the respective agreement, the merger, Goodyear, Cooper Tire and their respective affiliates and businesses, which is contained in, or incorporated by reference into, this proxy statement/prospectus, as well as in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings that each of Goodyear and Cooper Tire has made or will make with the SEC. See “Where You Can Find More Information” beginning on page 192.

Structure of the Merger

The merger agreement provides, upon the terms and subject to the conditions set forth therein and in accordance with the DGCL, for Merger Sub to merge with and into Cooper Tire, with Cooper Tire continuing as the surviving corporation and a direct, wholly owned subsidiary of Goodyear.

Certificate of Incorporation and Bylaws of the Surviving Corporation

At the effective time of the merger, Cooper Tire’s certificate of incorporation will be amended and restated to be in the form set forth in Exhibit A to the merger agreement, and as so amended will be the certificate of incorporation of the surviving corporation. The bylaws of Merger Sub, as in effect immediately prior to the completion of the merger, will be the bylaws of the surviving corporation, except that all references therein to Merger Sub will be automatically amended and will become references to the surviving corporation.

Timing of Closing

Unless another place and time is agreed to in writing by the parties to the merger agreement, the closing of the merger will occur on the second business day after the satisfaction or (to the extent permitted by applicable law)

waiver of the closing conditions described below under the heading “—Conditions to Completion of the Merger” (other than any condition that by its nature cannot be satisfied until the closing of the merger, but subject to the satisfaction or (to the extent permitted by applicable law) waiver of such condition).

Merger Consideration

Conversion of Shares

At the effective time of the merger, each share of Cooper Tire common stock issued and outstanding immediately prior to the effective time (other than the cancelled shares and certain shares of Cooper Tire common stock subject to long-term incentive awards that will be treated in the manner described under the heading “The Merger—Treatment of Cooper Tire Stock Options and Other Long-Term Incentive Awards”) will automatically be cancelled and extinguished and will cease to exist and each holder thereof will cease to have any rights with respect to such shares of Cooper Tire common stock except the right to receive:

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$41.75 in cash, without interest (as such amount of cash may potentially be adjusted as described under the heading “—Share Cap Adjustment”, the “per share cash consideration”), and 0.907 of a validly issued, fully paid and non-assessable share of Goodyear common stock (as such amount may potentially be adjusted as described under the heading “—Share Cap Adjustment”) (such cash consideration and stock consideration together, as they may potentially be adjusted as described under the heading “—Share Cap Adjustment”, the “merger consideration”);

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any dividends or other distributions with a record date prior to the effective time of the merger which have been declared by Cooper Tire in accordance with the merger agreement and which remain unpaid at the effective time;

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(i) promptly after the time of the surrender of certificates formerly representing shares of outstanding Cooper Tire common stock and any book-entry shares of outstanding Cooper Tire common stock to the exchange agent pursuant to the merger agreement, the amount of dividends and other distributions payable in respect of such shares of Goodyear common stock, if any, with a record date after the effective time of the merger and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such shares of Goodyear common stock, if any, with a record date after the effective time but with a payment date subsequent to such surrender to the exchange agent pursuant to the merger agreement, in each case without interest; and

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any cash to be paid in lieu of any fractional share of Goodyear common stock as described under the heading “—Treatment of Fractional Shares.”

Shares of Cooper Tire common stock owned by Cooper Tire, Goodyear, Merger Sub or any of their respective direct or indirect wholly owned subsidiaries will be cancelled and extinguished in the merger without payment of any consideration, as described under the heading “—Cancelled Shares.”

At or immediately prior to the effective time of the merger, Goodyear will deposit, or cause to be deposited, with the exchange agent, the aggregate merger consideration to which such holders of Cooper Tire common stock will be entitled at the effective time of the merger.

All shares of Goodyear common stock issued pursuant to the merger agreement will be issued in non-certificated, book entry form.

Share Cap Adjustment

If the merger would otherwise result in the issuance of shares of Goodyear common stock (including shares that would be deliverable pursuant to converted long-term incentive awards pursuant to the merger agreement) in excess of the share cap then:

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the exchange ratio will be reduced by the smallest number (rounded up to the nearest 0.0001) that causes the total number of shares of Goodyear common stock (including shares that would be deliverable pursuant to converted long-term incentive awards pursuant to the merger agreement) issuable in the merger to not exceed the share cap (the “exchange ratio reduction number”); and

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the per share cash consideration will be increased by the amount in cash equal to (x) the exchange ratio reduction number multiplied by (y) the parent closing price.

Cancelled Shares

At the effective time of the merger, each (i) share held in the treasury of Cooper Tire, (ii) share of Cooper Tire common stock owned by Goodyear, Merger Sub or Cooper Tire or any of their respective direct or indirect wholly owned subsidiaries immediately before the effective time of the merger and (iii) dissenting share will be cancelled and extinguished, and no payment or other consideration will be made with respect to such shares subject, in the case of dissenting shares, to the right of the holder thereof to receive any payment as described under the heading “—Dissenting Stockholders.” For the avoidance of doubt, shares of Cooper Tire common stock held in trust by Cooper Tire, Goodyear, Merger Sub or any of their respective subsidiaries or any shares of Cooper Tire common stock that are otherwise set aside from Cooper Tire common stock held in Cooper Tire’s treasury pursuant to any Cooper Tire benefits plan will not be cancelled shares.

Treatment of Fractional Shares

Cooper Tire stockholders will not receive any fractional shares of Goodyear common stock pursuant to the merger. Each Cooper Tire stockholder who would otherwise have been entitled to receive a fraction of a share of Goodyear common stock will receive, in lieu thereof, cash (without interest) in an amount (rounded to the nearest cent) equal to the product of (i) such fractional part of a share of Goodyear common stock multiplied by (ii) the parent closing price. The payment of cash in lieu of issuing fractional shares of Goodyear common stock is not a separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Goodyear that would otherwise be caused by the issuance of fractional shares of Goodyear common stock.

With respect to federal tax withholding, see the discussion under “The Merger—Material U.S. Federal Income Tax Consequences” beginning on page 85.

Exchange of Cooper Tire Stock Certificates and Book-Entry Shares

As soon as reasonably practicable after the effective time of the merger, and in any event within two business days thereafter, Goodyear will cause the exchange agent to mail to each holder of record of Cooper Tire common stock converted into the right to receive the merger consideration (A) a letter of transmittal and (B) instructions for use in effecting the surrender of Cooper Tire shares in exchange for the merger consideration.

Cooper Tire stockholders who surrender certificates formerly representing shares of outstanding Cooper Tire common stock or any book-entry shares of outstanding Cooper Tire common stock to the exchange agent will be entitled to receive (x) one or more shares of Goodyear common stock representing, in the aggregate, the whole number of shares of Goodyear common stock, if any, that such holder has the right to receive pursuant to the merger agreement and (y) cash in an amount equal to the cash portion of the merger consideration that such holder has the right to receive pursuant to the merger agreement (including in respect of any dividends and other distributions which such holder has the right to receive pursuant to the merger agreement and any cash payable in lieu of fractional shares which such holder has the right to receive pursuant to the merger agreement).

Until so surrendered, certificates formerly representing shares of outstanding Cooper Tire common stock or any book-entry shares of outstanding Cooper Tire common stock (other than certificates formerly representing shares of outstanding Cooper Tire common stock or any book-entry shares of outstanding Cooper Tire common stock representing cancelled shares) will represent solely the right to receive the aggregate merger consideration relating to the shares of Cooper Tire common stock represented by such certificates formerly representing shares of outstanding Cooper Tire common stock or any book-entry shares of outstanding Cooper Tire common stock.

No interest will accrue or be paid on any cash or other consideration payable pursuant to the merger agreement, any cash in lieu of fractional shares or any unpaid dividends and distributions payable pursuant to the merger agreement to such holders of certificates formerly representing shares of outstanding Cooper Tire common stock or any book-entry shares of outstanding Cooper Tire common stock.

Withholding

Each of the surviving corporation, Goodyear, Cooper Tire, Merger Sub and the exchange agent will be entitled to deduct and withhold from (i) the merger consideration (including any dividends or other distributions payable pursuant to the merger agreement and any cash in lieu of fractional shares of Goodyear common stock pursuant to the merger agreement) otherwise payable under the merger agreement to any Cooper Tire stockholder, and (ii) amounts payable pursuant to Cooper Tire stock plans or pursuant to the right of holders of dissenting shares to receive any payment as described under the heading “—Dissenting Stockholders”, such amounts as are required to be withheld or deducted under the Code, the rules and regulations promulgated thereunder, or any provision of federal, state, local or foreign tax law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable governmental entity, such withheld or deducted amounts will be treated for all purposes of the merger agreement as having been paid to the holder of the shares of Cooper Tire common stock or other securities in respect of which such deduction and withholding were made. With respect to federal tax withholding, see the discussion under “The Merger—Material U.S. Federal Income Tax Consequences” beginning on page 85.

Lost Certificates

If any certificate representing shares of Cooper Tire common stock has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Goodyear or the surviving corporation, as the case may be, the posting by such person of an indemnity agreement or, at the election of Goodyear or the exchange agent, a bond in such customary amount as indemnity against any claim that may be made against it with respect to such certificate, the exchange agent will, if such holder has otherwise delivered a properly completed and duly executed letter of transmittal, issue in exchange for such lost, stolen or destroyed certificate, the applicable merger consideration with respect to the number of shares of Cooper Tire common stock formerly represented by such lost, stolen or destroyed certificate.

Potential Adjustment to Merger Consideration to Prevent Dilution

If at any time prior to the effective time of the merger, any change in the outstanding shares of capital stock, or securities convertible or exchangeable into or exercisable for shares of capital stock, of Goodyear or Cooper Tire occurs as a result of any merger, business combination, reclassification, recapitalization, stock split (including a reverse stock split) or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, the merger consideration, the exchange ratio, the per share cash consideration and any other similarly dependent items, as the case may be, will be appropriately adjusted, without duplication, to provide the holders of shares of Cooper Tire common stock as well as Goodyear and Merger Sub the same economic effect as contemplated by the merger agreement prior to such event (including any adjustments to the exchange ratio required by merger agreement as discussed under the heading “ —Conversion of Shares”). Cash dividends and grants of equity compensation not prohibited by the merger agreement will not result in any adjustment to the exchange ratio.

Treatment of Cooper Tire Stock Options and Other Long-Term Incentive Awards

Cooper Tire Stock Option Awards

Each option to purchase shares of Cooper Tire common stock, whether vested or unvested, will be converted at the effective time of the merger into a right to receive a cash payment equal to the product of the number of shares of Cooper Tire common stock subject to such option and the excess, if any, of the per share cash equivalent over the applicable exercise price per share of the option.

Cooper Tire Stock Unit Awards

Each outstanding Cooper Tire stock unit will be converted at the effective time of the merger into a right to receive the merger consideration, less any required withholding taxes, in respect of a number of shares of Cooper Tire common stock determined as follows: (A) for Cooper Tire performance stock units which have been notionally earned for measurement periods completed prior to the effective time of the merger, but not yet settled, the number of shares of Cooper Tire common stock determined based on actual achievement of the applicable performance goals for such measurement periods, (B) for non-earned Cooper Tire performance stock units, the number of shares of Cooper Tire common stock determined as if the applicable performance goals had been achieved for such measurement period at the target level of performance, prorated for the number of days between the commencement of the measurement period and the effective time of the merger as compared to the number of days in the entire measurement period and (C) for Cooper Tire restricted stock units, the total number of shares of Cooper Tire common stock underlying such stock units.

Cooper Tire Performance Cash Unit Awards

Cooper Tire Deferred Compensation Plans

Account balances, whether vested or unvested, under any Cooper Tire benefit plan that provides for the deferral of compensation and represents amounts notionally invested in Cooper Tire common stock will be converted at the effective time of the merger into a right to have allocated to the holder’s account under any such Cooper Tire benefit plan an amount in cash equal to the number of notionally invested shares of Cooper Tire common stock multiplied by the per share cash equivalent.

For additional information on Cooper Tire’s long-term incentive awards, see “The Merger—Interests of Directors and Executive Officers of Cooper Tire in the Merger” beginning on page 68.

Dissenting Stockholders

Shares of Cooper Tire common stock that have not been voted for adoption of the merger agreement and with respect to which appraisal has been properly demanded in accordance with Section 262 of the DGCL, which we refer to as “dissenting shares”, will not be converted into the right to receive the merger consideration at or after the effective time of the merger unless and until the holder of such shares withdraws the demand for such appraisal or becomes ineligible for such appraisal, but rather the holders of dissenting shares will be entitled to

payment of the fair value of such dissenting shares in accordance with Section 262 of the DGCL. If a holder of dissenting shares withdraws his or her demand for appraisal or becomes ineligible for such appraisal, then, as of the effective time of the merger or the occurrence of such event, whichever last occurs, each of such holder’s dissenting shares will cease to be a dissenting share and will be converted as of the effective time of the merger into and represent the right to receive the merger consideration, without interest thereon.

Cooper Tire has agreed to give Goodyear prompt notice of any demands for appraisal, attempted withdrawals of such demands and any other instruments received by Cooper Tire relating to stockholders’ rights of appraisal, and Goodyear has the right to participate in all negotiations and proceedings with respect to such demands except as required by applicable law. Cooper Tire may not, except with prior written consent of Goodyear, make any payment with respect to, or settle or offer to settle, any such demands, unless and to the extent required to do so under applicable law, or waive any failure by any Cooper Tire stockholder to timely deliver a written demand for appraisal or the taking of any other action by any such holder as may be necessary to perfect appraisal rights under the DGCL, or agree to do any of the foregoing.

Financing and Financing Cooperation

Goodyear and Merger Sub have each agreed to use their reasonable best efforts to take (or cause to be taken) all action and to do (or cause to be done) all things, necessary, proper or advisable to obtain and consummate the committed financing on the terms and conditions contained within the commitment letter, including:

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maintaining in effect the commitment letter;

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negotiating and entering into definitive agreements with respect thereto (which, with respect to the bridge facility debt financing documentation, shall not be required until reasonably necessary in connection with the funding of the financing) on terms and conditions that are in the aggregate not materially less favorable to Goodyear and Merger Sub than those contemplated by the commitment letter (including, to the extent applicable, any “market flex” provisions), provided that such terms satisfy certain other requirements specified in the merger agreement;

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satisfying on a timely basis all conditions to obtaining the financing that are applicable to Goodyear and Merger Sub and within their control;

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consummating the financing contemplated by the commitment letter at or prior to closing of the merger;

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enforcing the obligations of the other parties to the commitment letter or the definitive agreements with respect thereto (and the rights of Goodyear and Merger Sub); and

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complying in all material respects with its covenants and other obligations under the commitment letter.

In the event that any portion of the financing becomes unavailable and Goodyear obtains any alternative financing commitment letter, the terms “commitment letter” and “financing” will include any such alternative financing commitment letter and the alternative financing contemplated thereby (in lieu of the commitment letter and the financing so replaced), as applicable.

Goodyear and Merger Sub may not permit any amendment, supplement or other modification of, or waiver of any provision or remedy under, the commitment letter to the extent such amendment, supplement, other modification or waiver would (1) reduce the aggregate amount of net cash proceeds available from the financing below an amount that would be sufficient to satisfy all of Goodyear’s and Merger Sub’s payment obligations under the merger agreement, (2) introduce new or additional conditions that would prevent, impede, delay, impair or reduce the availability of the financing or the ability of Goodyear and Merger Sub to consummate the merger as of the closing of the merger in any respect or (3) adversely impact the ability of Goodyear or Merger Sub to enforce its rights against the other parties to the commitment letter in any material respect. However,

Goodyear and Merger Sub may amend, supplement or modify the commitment letter for the purpose of adding agents, coagents, lenders, arrangers, joint bookrunners or other persons that have not already executed the commitment letter, in each case in accordance with the existing commitment letter so long as such amendment, supplement or modification is otherwise in compliance with Goodyear’s and Merger Sub’s foregoing obligations under the merger agreement.

Goodyear and Merger Sub may cancel or terminate a portion of the commitments provided under the commitment letter or the definitive agreements related thereto to the extent Goodyear and Merger Sub have (x) completed an offering of debt securities and received proceeds in an amount of the commitments so cancelled or terminated so long as (A) such cash proceeds are subject to an escrow reasonably acceptable to Cooper Tire and (B) no term or condition related to such transaction is reasonably likely to prevent, impede, delay or impair the availability of the financing (other than the portion so cancelled or terminated) or the ability of Goodyear and Merger Sub to consummate the merger as of the closing of the merger or (y) otherwise subjected available cash to an escrow reasonably acceptable to Cooper Tire.

Goodyear has agreed to as promptly as reasonably practicable notify Cooper Tire of, among other things, (i) the expiration or termination of the commitment letter or the definitive agreements related thereto, (ii) any breach or default by any party to the commitment letter or the definitive agreements related thereto the effect of which would relieve the financing sources from the obligation to provide the financing in any manner (including in diminution of amount) or would reasonably be expected to delay the consummation of any portion of the funding of the financing and (iii) the receipt of any written notice or other written communication from a financing source with respect to any (x) actual or potential material breach, material default, termination or repudiation by any party to the commitment letter or any of the definitive agreements related thereto or any provisions of the commitment letter or any of the definitive agreements related thereto the effect of which would relieve the financing sources from the obligation to provide the financing or (y) material dispute or disagreement between or among any parties to the commitment letter or any of the definitive agreements related thereto the effect of which would relieve the financing sources from the obligation to provide the financing.

If any portion of the financing becomes unavailable on the terms and conditions contemplated by the commitment letter or the definitive agreements related thereto or the commitment letter or definitive agreements related thereto shall be withdrawn, repudiated, terminated or rescinded, in each case regardless of the reason therefor, Goodyear has agreed to (i) as promptly as reasonably practicable notify Cooper Tire of such unavailability and the reason therefor and (ii) use its reasonable best efforts to obtain, as promptly as reasonably practicable following the occurrence of such event, alternative debt financing (in an amount sufficient to replace such unavailable portion of the financing) from the same or other sources; provided that in no event is Goodyear obligated to obtain alternative debt financing on terms and conditions that are in the aggregate materially less favorable to Goodyear and Merger Sub than such unavailable financing (including any applicable “market flex” provision).

Obligations of Cooper Tire to Cooperate with Financing

Cooper Tire has agreed to use reasonable best efforts to provide, and to cause its subsidiaries and representatives to provide, at Goodyear’s sole expense, all cooperation reasonably requested by Goodyear that is customary in connection with the arrangement of the financing or any permitted alternate financing with respect thereto (and other financing matters specified in the merger agreement), so long as such requested cooperation does not unreasonably interfere with the ongoing operations of Cooper Tire and its subsidiaries and subject to other limitations specified in the merger agreement, including, among other things, to use reasonable best efforts to:

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as promptly as practicable following Goodyear’s reasonable request and to the extent available and reasonably necessary for the financing, provide (a) certain audited annual consolidated financial statements and unaudited quarterly consolidated financial statements of Cooper Tire, in each case, satisfying certain requirements specified in the merger agreement (the “required company financial statements”), and (b) other information relating to Cooper Tire and its subsidiaries to the extent

reasonably requested by Goodyear to assist in preparation of customary offering or information documents or rating agency or lender or investor presentations relating to placement, arrangement, rating, issuance and/or syndication of loans and/or debt securities;

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participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the financing, in each case, at reasonable times and locations to be mutually agreed and upon reasonable notice;

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request Cooper Tire’s accountants to provide comfort letters relating to Cooper Tire and its subsidiaries customary for financings similar to the financing and consent to the use of the related audit reports in any offering documents related to the financing, in each case, as reasonably requested by Goodyear;

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assist Goodyear in its preparation of one or more credit agreements, note purchase agreements, indentures, purchase agreements, registration rights agreements, currency or interest hedging agreements or other contracts; provided that no obligation of Cooper Tire or any of its subsidiaries under any such contracts or amendments shall be effective until the effective time of the merger;

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in connection with the financing contemplated by the commitment letter, provide customary authorization letters to the financing sources authorizing the distribution of information to prospective lenders;

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assist Goodyear and Merger Sub in obtaining any corporate credit and family ratings and, if applicable, facility ratings from any ratings agency relating to the financing and a public credit rating for the notes related to the financing from each of such rating agencies; and

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prior to the anticipated closing of the merger, provide all documentation and other information about Cooper Tire or any of its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent reasonably requested by Goodyear in writing.

The Merger Agreement provides that Goodyear will promptly, upon request by Cooper Tire, reimburse Cooper Tire for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Cooper Tire or any of its subsidiaries in connection with the cooperation of Cooper Tire and its subsidiaries described in this section of this proxy statement/prospectus titled “Obligations of Cooper Tire to Cooperate with Financing.” Goodyear has also agreed to indemnify and hold harmless Cooper Tire, its subsidiaries and their respective affiliates and representatives from and against any and all liabilities, losses, damages, claims, costs expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with the arrangement of the financing and any information used in connection therewith (other than historical information relating to Cooper Tire or its subsidiaries).

If (i) Cooper Tire fails to deliver the required company financial statements and (ii) the financing (or, if applicable, any alternative financing) is unavailable, despite Goodyear’s reasonable best efforts under the merger agreement, as a direct result of Cooper Tire’s failure to deliver the required company financial statements, then Goodyear shall not be required to consummate the merger unless and until such time that Cooper Tire has delivered the required company financial statements and the conditions described in the section of this proxy statement/prospectus titled “—Conditions to Completion of the Merger” are satisfied or waived (to the extent permitted by applicable law) (other than any condition that by its nature cannot be satisfied until the closing of the merger, but subject to satisfaction or (to the extent permitted by applicable law) waiver of any such condition).

Goodyear and Merger Sub have also acknowledged and agreed that obtaining or consummating any or all of the financing or any other alternative financing is not a condition to the merger, and that if any of the committed financing or other financing is not obtained or consummated, Goodyear and Merger Sub will each continue to be obligated to consummate the merger, subject to the conditions described in the section of this proxy statement/prospectus titled “—Conditions to Completion of the Merger.”

Covenants and Agreements

Conduct of Business

Each of Goodyear and Cooper Tire has agreed to certain covenants in the merger agreement restricting, subject to certain exceptions, the conduct of its respective business between February 22, 2021 and the earlier of effective time of the merger and the termination of the merger agreement.

Interim Operations of Cooper Tire. The merger agreement provides that until the earlier of the effective time of the merger and the termination of the merger agreement, except as (i) otherwise expressly contemplated by the merger agreement, (ii) set forth in the applicable subsection the company disclosure letter to the merger agreement, (iii) required by applicable law, (iv)(A) required to comply with COVID-19 measures or otherwise taken (or not taken) by Cooper Tire or any of its subsidiaries reasonably and in good faith to respond to COVID-19 or COVID-19 measures or (B) taken (or not taken) by Cooper Tire or any of its subsidiaries reasonably and in good faith to respond to any other extraordinary event that was not reasonably foreseeable as of the date of the merger agreement and occurring after the date of the merger agreement that is outside of the control of Cooper Tire or its affiliates and is outside of the ordinary course of business of Cooper Tire and its subsidiaries and joint ventures (and is not related to a takeover proposal (as defined under the heading “—No Solicitation”); provided that prior to taking any actions in reliance on this clause (iv), which would otherwise be prohibited by any provision of the merger agreement, Cooper Tire will use commercially reasonable efforts to provide advance notice to and consult with Goodyear (if reasonably practicable) with respect thereto or (v) consented to in writing by Goodyear (which consent may not be unreasonably withheld, conditioned or delayed), Cooper Tire will, and will cause each of its subsidiaries to, use its commercially reasonable efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice and in compliance in all material respects with all material applicable laws, and will, and will cause each of its subsidiaries to, use its commercially reasonable efforts to preserve intact its present business organization, keep available the services of its directors, officers and employees and maintain existing relations and goodwill with customers, distributors, lenders, partners (including its joint venture partners and others with similar relationships), suppliers and others having material business associations with it or its subsidiaries.

Subject to the exceptions described in the foregoing clauses (i), (ii), (iii), (iv)(A) and (v) (provided that the parenthetical providing that Goodyear’s consent will not be unreasonably withheld, conditioned or delayed will only apply to certain clauses as set forth in the merger agreement), from the date of the merger agreement until the effective time of the merger, Cooper Tire will not and will use its commercially reasonable efforts to cause its subsidiaries not to:

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adopt, amend or propose changes to its certificate of incorporation, bylaws or other comparable charter or organizational documents;

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declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for cash dividends paid:

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by any direct or indirect wholly owned subsidiary of Cooper Tire to Cooper Tire;

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by a non-wholly owned subsidiary of Cooper Tire, such payment to be made to the equity holders thereof in amounts equal in proportion to their respective proportionate equity holding in such person;

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to any other direct or indirect wholly owned subsidiary of Cooper Tire; or

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the scheduled dividend paid by Cooper Tire to holders of Cooper Tire common stock, not in excess of $0.105 per share of Cooper Tire common stock per fiscal quarter, in each case, consistent in all material respects with past practice);

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enter into any contract with respect to voting of its capital stock; provided, however, that Cooper Tire may not declare, set aside or pay any dividend to its stockholders except in accordance with the applicable provisions of the merger agreement including those described below under “—Coordination of Dividends” beginning on page 115;

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issue, sell, transfer, pledge, dispose of, grant, encumber or agree to issue, sell, transfer, pledge, dispose of, grant or encumber, any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital stock or other rights of Cooper Tire or any of its subsidiaries (other than the issuance of shares of Cooper Tire’s capital stock reserved for issuance on the date of the merger agreement and issued pursuant to the awards under the Cooper Tire stock plan outstanding as of the date of the merger agreement or in respect of account balances under any Cooper Tire benefit plan that provides for the deferral of compensation and represents amounts notionally invested in Cooper Tire common stock as of the date of the merger agreement or as would be permitted pursuant to the terms of the merger agreement);

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split, combine, subdivide or reclassify the shares of Cooper Tire common stock or any other outstanding capital stock of Cooper Tire or any of its subsidiaries or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution therefor;

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redeem, purchase or otherwise acquire, directly or indirectly, any capital stock or other rights of Cooper Tire or any of its subsidiaries, except for repurchases, redemptions or acquisitions required by the terms of its capital stock or any securities outstanding on February 22, 2021;

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except as required pursuant to existing written, binding contracts in effect prior to the date of the merger agreement:

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pay any severance or termination benefits to any non-employee board member or executive officer;

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pay any severance or termination benefits to any non-executive officer, consultant or employee (other than in accordance with compensation and benefits plans and agreements and practices in existence as of the date of the merger agreement);

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increase in any non-de minimis respect compensation or benefits, pay any bonus or make any new equity awards (other than increases in base salary for employees who are not officers in the ordinary course of business consistent with past practice);

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establish, adopt, amend, extend, renew or terminate any benefit plan or labor agreement or amend the terms of any outstanding equity-based awards;

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take any action to accelerate the vesting or payment, or fund or secure the payment, of any material compensation or benefits under any benefit plan (except pursuant to an arrangement that is mutually agreed to by the parties or as already required pursuant to such benefit plan or pursuant to the treatment of Cooper Tire long-term incentive awards under the merger agreement);

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change in any material respect any actuarial or other assumptions used to calculate funding obligations with respect to any benefit plan (other than as required by changes in applicable accounting standards) or change the manner in which contributions to such plans are made or the basis on which such contributions are determined;

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forgive any material loans;

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hire (other than to fill vacancies of positions that have been established as of the date of the merger agreement) or terminate without cause any executive officer or any employee with a target annual compensation opportunity in excess of $250,000 (for executive officers or employees in the United States or Europe) or in excess of $100,000 (for executive officers or employees in any other geographical area); or

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except for communications consistent with the merger agreement, accurate descriptions of the effects of the transactions under any labor agreement or as required by applicable law, make any communications authorized by senior management or their delegees (whether written or oral) with the directors, officers or employees regarding the compensation, benefits or other treatment they will receive following the effective time of the merger, unless Cooper Tire has provided Goodyear

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with prior notice of and the opportunity to review and comment upon any such communications, and Cooper Tire will have considered in good faith all such comments to any such communication;

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(A) other than borrowings under existing credit facilities in the ordinary course of business consistent with past practice (which may in no event exceed $250,000,000 in the aggregate in excess of the amount outstanding thereunder as of February 22, 2021) or in respect of intercompany borrowing solely among Cooper Tire and its wholly owned subsidiaries or among Cooper Tire’s wholly owned subsidiaries in the ordinary course of business, incur any indebtedness or guarantee any such indebtedness of another person, or issue or sell any debt securities or warrants or other rights to acquire any debt security of Cooper Tire or any of its subsidiaries, or assume, guarantee or endorse or otherwise become responsible for the obligations of any person, (B) except if required in order to comply with its obligations under the merger agreement, voluntarily retire, repay, defease, repurchase, discharge, satisfy or redeem all or any portion of the outstanding aggregate principal amount of Cooper Tire’s indebtedness that has a repayment cost, “make whole” amount, prepayment penalty or similar obligation in excess of $5,000,000 (other than indebtedness incurred by Cooper Tire or its direct or indirect wholly owned subsidiaries and owed to Cooper Tire or its direct or indirect wholly owned subsidiaries) or (C) make any loans, advances or capital contributions to, or guarantees of or investments in, any other person (other than Cooper Tire or any direct or indirect wholly owned subsidiary of Cooper Tire);

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make any capital expenditures that, in the aggregate, exceed the amount of the capital expenditures as contemplated by Cooper Tire’s existing capital plan, or would materially accelerate such capital expenditures to any time not substantially consistent with the time periods allocated thereto in Cooper Tire’s existing capital plan, a true and correct copy of which has been made available to Goodyear;

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waive, release, settle or compromise any pending or threatened action against Cooper Tire or any of its subsidiaries (or in which Cooper Tire or any of its subsidiaries has an obligation to indemnify a party to such action) (excluding certain actions contemplated by the merger agreement), or any other action made or brought after the date of the merger agreement, other than settlements or compromises of any action (1) in which the amount paid by or on behalf of Cooper Tire or any of its subsidiaries (net of any available third-party insurance proceeds) in settlement or compromise does not exceed the applicable reserve with respect to such action, if any, reflected on the consolidated balance sheet of Cooper Tire as of September 30, 2020 by $2,000,000 individually or $5,000,000 in the aggregate or (2) in connection with a settlement or compromise of product liability actions related to individual incidents in the ordinary course of business; provided that in neither clause (1) or (2) will such settlement or compromise include (I) any obligation that would impose any material restrictions on the business or operations of Cooper Tire or its subsidiaries or (II) any admission of wrongdoing or similar admission by Cooper Tire or any of its subsidiaries that would be reasonably expected to negatively affect Cooper Tire or any of its subsidiaries in a material respect beyond the making of any such payment;

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commence, join in or appeal any action other than in the ordinary course of business;

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change any of the accounting methods, principles or practices used by it unless required by a change in GAAP or law (except for any minor changes or modifications to such methods, principles or practices in the ordinary course of business);

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adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, business combination, restructuring, recapitalization or other reorganization (other than the merger agreement) of Cooper Tire or any of its subsidiaries;

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other than as would be permitted pursuant to the terms of the merger agreement, acquire assets (whether by merger, tender offer, consolidation, purchase of property or otherwise) outside of the ordinary course of business;

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transfer, sell, lease, license, mortgage, pledge, surrender, encumber (including by the grant of any option thereon), divest, cancel, abandon or allow to lapse or expire or otherwise dispose of any material

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assets (including any intellectual property), licenses, operations, rights, product lines, businesses or interests therein of Cooper Tire or its subsidiaries, including capital stock of any of its subsidiaries, except in the ordinary course of business consistent with past practice or the sale, cancellation, lapse, expiration or abandonment of obsolete or worn out assets (and in no event may Cooper Tire or any of its subsidiaries engage in any such disposals of obsolete or worn out assets in an amount exceeding $10,000,000 in the aggregate);

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other than in the ordinary course of business consistent with past practice (A) enter into any contract that would have been a “material contract” (as defined in the merger agreement) had it been entered into prior to the date of the merger agreement, (B) amend, modify, fail to renew, assign, transfer or terminate any material contract (or any contract that would have been a material contract had it been entered into prior the date of the merger agreement) or (C) amend, cancel, modify, assign, transfer, waive, accelerate or defer any material debts or rights under any material contract (or any contract that would have been a material contract had it been entered into prior to the date of the merger agreement), provided that, to the extent that Cooper Tire requests consent from Goodyear in respect of the taking of any action contemplated by this clause and Goodyear has not responded within five business days of Goodyear receiving written notice of such request delivered in accordance with the terms of the merger agreement, Goodyear will be deemed to have consented for the relevant action;

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other than in the ordinary course of business, (A) make or change any material tax election, (B) change Cooper Tire’s or any of its subsidiaries’ method of accounting for tax purposes, (C) file any material amended tax return, (D) settle, concede, compromise or abandon any material tax claim or assessment, (E) surrender any right to a refund of material taxes or (F) consent to any extension or waiver of the limitation period applicable to any claim or assessment with respect to material taxes;

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enter into any joint venture, partnership, participation or other similar arrangement;

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enter into any agreement that limits by its terms in any material respect the ability of Cooper Tire or any of its subsidiaries, or would (or would reasonably be expected to) limit in any material respect the ability of Goodyear or any of its subsidiaries after the effective time of the merger, to compete in or conduct any line of business or compete with any person in any geographic area or during any period;

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transfer any owned or leased Principal Properties (as defined in the Indenture, dated as of March 17, 1997, between Cooper Tire and The Chase Manhattan Bank, as trustee, that governs Cooper Tire’s 7.625% senior notes due 2027) to any subsidiary of Cooper Tire; or

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authorize or agree to take or make any commitment to take any of the actions prohibited by the foregoing or enter into any letter of intent or similar contract with respect to any of the foregoing actions.

Interim Operations of Goodyear. The merger agreement provides that until the earlier of the effective time of the merger and the termination of the merger agreement, except as (i) otherwise expressly contemplated by the merger agreement or the financing, (ii) set forth in Goodyear’s disclosure letter to the merger agreement, (iii) required by applicable law, (iv)(A) required to comply with COVID-19 measures or otherwise taken (or not taken) by Goodyear or any of its subsidiaries reasonably and in good faith to respond to COVID-19 or COVID-19 measures or (B) taken (or not taken) by Goodyear or any of its subsidiaries reasonably and in good faith to respond to any other extraordinary event that was not reasonably foreseeable as of the date of the merger agreement and occurring after the date of the merger agreement that is outside of the control of Goodyear or its affiliates and is outside of the ordinary course of business of Goodyear and its subsidiaries; provided that prior to taking any actions in reliance on this clause (iv), which would otherwise be prohibited by any provision of the merger agreement, Goodyear will use commercially reasonable efforts to provide advance notice to and consult with Cooper Tire (if reasonably practicable) with respect thereto or (v) consented to in writing by Cooper Tire (which consent may not be unreasonably withheld, conditioned or delayed), Goodyear will, and will cause each of its subsidiaries to, use its commercially reasonable efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice and in compliance in all material respects with all

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material applicable laws, and will, and will cause each of its subsidiaries to, use its commercially reasonable efforts to maintain its ability to perform its obligations under the merger agreement and to consummate the transactions contemplated by the merger agreement and the financing.

Subject to the exceptions described in the foregoing clauses (i), (ii), (iii), (iv)(A) and (v) (provided that the parenthetical providing that Cooper Tire’s consent may not be unreasonably withheld, conditioned or delayed will only apply to certain clauses as set forth in the merger agreement), from the date of the merger agreement until the effective time of the merger, Goodyear will not and will cause its subsidiaries not to:

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adopt a plan of complete or partial liquidation, dissolution or other similar reorganization;

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other than in the ordinary course of business consistent with past practice or in connection with the financing, mortgage, pledge, surrender, cancel, abandon or create an encumbrance on any material assets of Goodyear or its subsidiaries;

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other than in the ordinary course of business consistent with past practice, enter into any contract with Goodyear or any subsidiary of Goodyear (other than contracts solely among Goodyear and its subsidiaries) on non-arm’s-length terms (or that are otherwise unfair to Goodyear and its subsidiaries);

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adopt, amend or propose changes to Goodyear’s or Merger Sub’s certificate of incorporation, bylaws or other comparable charter or organizational documents that would be adverse in any material respect to holders of Cooper Tire common stock, or otherwise take any action to exempt any person from any provision of Goodyear’s organizational documents;

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declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, except for cash dividends paid:

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by any direct or indirect wholly owned subsidiary of Goodyear to Goodyear;

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by a non-wholly owned subsidiary of Goodyear, such payment to be made to the equity holders thereof in amounts equal in proportion to their respective proportionate equity holding in such person;

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to any other direct or indirect wholly owned subsidiary of Goodyear;

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if resumed (and provided that Goodyear has provided prior written notice to Cooper Tire of its intentions to resume its quarterly dividend consistent with past practice prior to its temporary suspension), a scheduled dividend paid by Goodyear to Goodyear shareholders, not in excess of $0.16 per share of Goodyear common stock per fiscal quarter, in each case, consistent with past practice prior to Goodyear’s temporary suspension announced on April 16, 2020 of its quarterly dividend on shares Goodyear common stock) or enter into any contract with respect to voting of its capital stock; provided, however, that Goodyear may not declare, set aside or pay any dividend to its stockholders except in accordance with the terms of the merger agreement;

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split, combine, subdivide or reclassify the shares of Goodyear common stock or any other outstanding capital stock of Goodyear or any of its subsidiaries or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution therefor;

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redeem, purchase or otherwise acquire, directly or indirectly, any capital stock or other rights of Goodyear or any of its subsidiaries, except for repurchases, redemptions or acquisitions required by the terms of its capital stock or any securities outstanding on February 22, 2021;

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subject to certain exceptions, (A) acquire any other person or business or any material assets or properties of any other person (whether by merger, tender offer, consolidation, purchase of property or otherwise) or (B) make any material investment in any other person or business either by purchase of stock or securities, contributions to capital, property transfers or purchase of assets or properties of any person other than a wholly owned subsidiary of Goodyear, except in each case of the foregoing clauses (A) or (B) for acquisitions or investments that in each case would not reasonably be expected to materially impede, materially interfere with or materially delay the consummation of the merger, the other transactions contemplated by the merger agreement and the financing;

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convene any meeting of Goodyear shareholders for the purpose of revoking or varying the authority of the directors of Goodyear to allot Goodyear common stock;

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take, or omit to take, any action, including any borrowing or increase in commitments, that would result in the funding of the full amount of the financing contemplated by the commitment letter to not be permitted in full under the debt documents (as defined in the merger agreement); or

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Cooper Tire Special Meeting

The merger agreement requires Cooper Tire, as promptly as reasonably practicable after the date of mailing of the proxy statement, which mailing will take place as promptly as reasonably practicable after this registration statement on Form S-4 is declared effective by the SEC, to take all actions in accordance with applicable law, its constituent documents and the rules of the NYSE to duly call, give notice of, convene and hold the Cooper Tire special meeting, for the purpose of considering and taking action upon the adoption of the merger agreement.

Cooper Tire may adjourn or postpone the Cooper Tire special meeting (1) with the consent of Goodyear, (2) if there are insufficient shares of Cooper Tire common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Cooper Tire special meeting or (3) for a single period not to exceed 15 Business Days, to solicit additional proxies if necessary to obtain the Cooper Tire stockholder approval. Goodyear may also postpone the Cooper Tire special meeting upon written request to Cooper Tire for a single period not to exceed 15 business days in order to solicit additional proxies if necessary to obtain the Cooper Tire stockholder approval; and Goodyear may only compel such extension on one occasion. Unless otherwise agreed to by each of Goodyear and Cooper Tire, (x) the Cooper Tire special meeting may not be adjourned or postponed to a date that is more than 15 business days after the date for which the meeting was previously scheduled and (y) Cooper Tire may not postpone the Cooper Tire special meeting without the prior written consent of Goodyear if doing so would require the setting of a new record date.

Without the prior written consent of Goodyear or as required by applicable law, (1) the adoption of the merger agreement is the only matter (other than a non-binding advisory proposal regarding compensation that may be paid or become payable to the named executive officers of Cooper Tire in connection with the transactions contemplated by the merger agreement and matters of procedure) that Cooper Tire may propose to be acted on by Cooper Tire stockholders at the Cooper Tire special meeting and Cooper Tire may not submit any other proposal to such stockholders in connection with the Cooper Tire special meeting or otherwise (other than, if the Cooper Tire special meeting is also Cooper Tire’s annual meeting of stockholders, proposals customarily brought in connection with Cooper Tire’s annual meeting of stockholders) and (2) Cooper Tire may not call any meeting of its stockholders other than the Cooper Tire special meeting (other than, if the Cooper Tire special meeting is not combined with Cooper Tire’s annual meeting of stockholders, Cooper Tire’s annual meeting of stockholders). The Cooper Tire special meeting may only be combined with Cooper Tire’s annual meeting of stockholders (x) upon a good faith determination by Cooper Tire in consultation with Goodyear that such a combination would not be reasonably likely to cause a material impediment to the ability of Cooper Tire to conduct the business

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required to be addressed at the Cooper Tire special meeting and (y) with Goodyear’s prior written consent not to be unreasonably withheld, conditioned or delayed. Cooper Tire has agreed to otherwise coordinate and cooperate with Goodyear with respect to the timing of the Cooper Tire special meeting and has agreed to provide updates to Goodyear with respect to the proxy solicitation for the Cooper Tire special meeting (including interim results) as reasonably requested by Goodyear.

Under the merger agreement, Goodyear agreed to vote, or cause to be voted, all of the shares of Cooper Tire common stock beneficially owned by it, Merger Sub or any of its other subsidiaries and affiliates in favor of the adoption of the merger agreement.

No Solicitation

Cooper Tire has agreed that from the date of the merger agreement it will, and will cause each of its subsidiaries and representatives to: immediately cease any solicitation, encouragement, discussions or negotiations with any persons that may be ongoing with respect to a takeover proposal (as defined below). Cooper Tire further agreed that it will, and will cause each of its subsidiaries and representatives not to, directly or indirectly:

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grant any waiver, amendment or release under any standstill or confidentiality agreement.

A “takeover proposal” is any inquiry, proposal or offer:

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for or with respect to a merger, consolidation, business combination, recapitalization, reorganization, exchange or tender offer, binding share exchange, joint venture, dissolution or other similar transaction involving Cooper Tire;

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to acquire in any manner, directly or indirectly, more than 15% of the outstanding Cooper Tire common stock; or

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to acquire in any manner (including the acquisition of stock in any subsidiary of Cooper Tire), directly or indirectly, assets or businesses of Cooper Tire or its subsidiaries representing more than 15% of the consolidated assets, revenues or net income of Cooper Tire, as measured by Cooper Tire’s financial statements for the fiscal year ending December 31, 2020.

However, if at any time prior to obtaining the Cooper Tire stockholder approval, Cooper Tire or any of its representatives receive a bona fide written takeover proposal from a person or group, which did not result from any breach of the no solicitation provision of the merger agreement (other than any violation that is immaterial in scope and effect), Cooper Tire and its representatives may to the extent that the Cooper Tire Board or any duly constituted and authorized committee of the Cooper Tire Board determines in good faith, after consultation with financial advisors and legal counsel, that the failure to take such action, in light of the takeover proposal and the terms of the merger agreement, would be inconsistent with the Cooper Tire Board’s fiduciary duties under

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applicable law and that such takeover proposal constitutes or would reasonably be expected to lead to a superior proposal (as defined below):

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following execution of a confidentiality agreement that contains customary confidentiality provisions and contains provisions no less restrictive of the counterparty to Cooper Tire thereto than those included in the confidentiality agreement between Cooper Tire and Goodyear (an “acceptable confidentiality agreement”) with such person, furnish information (including non-public information) with respect to Cooper Tire and its subsidiaries to the person or group who has made such takeover proposal; provided, that prior to such disclosure Cooper Tire will provide to Goodyear any non-public information concerning Cooper Tire or any of its subsidiaries that is made available to such person or group to the extent not previously provided to Goodyear or its representatives; and

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engage in or otherwise participate in discussions or negotiations with the person or group of persons making such takeover proposal.

Cooper Tire has agreed that it and its subsidiaries will not enter into any confidentiality agreement with any person subsequent to the date of the merger agreement which prohibits Cooper Tire from providing any information to Goodyear in accordance with the terms of the merger agreement or that contains terms less restrictive with respect to such person than the terms of the confidentiality agreement entered into with Goodyear (provided, however, that any such confidentiality agreement is not required to contain any standstill provisions).

Cooper Tire has agreed to inform Goodyear promptly (and in any event within 24 hours of its knowledge of receipt thereof) of any proposals or offers with respect to any takeover proposal or its knowledge of any request for non-public information or any discussions from and after the date of the merger agreement that are sought to be initiated or any discussions that were ongoing or ceased prior to the date of the merger agreement that are sought to be resumed or continued with Cooper Tire or any of its representatives in connection therewith that is made by or on behalf of any person that is reasonably capable of delivering a bona fide takeover proposal (indicating the identity of the person making the inquiry or proposal and the material terms of any such proposal, including copies of related written requests, offers or proposed contracts).

Cooper Tire has agreed to keep Goodyear reasonably informed of any material developments, discussions or negotiations regarding any takeover proposal on a prompt basis (and in any event within 24 hours of any material development, discussion or negotiation). In the event that any person modifies its takeover proposal in any material respect, Cooper Tire has agreed to notify Goodyear in writing within 24 hours of its knowledge of receipt of such modification of the fact that such takeover proposal has been modified and the terms of such modification (including, if applicable, copies of written documentation reflecting such modification).

A “superior proposal” is a takeover proposal:

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that if consummated would result in a third-party (or in the case of a direct merger between such third-party and Cooper Tire, the shareholders of such third-party) acquiring, directly or indirectly, more than 50% of the voting power of Cooper Tire common stock or all or substantially all the assets of Cooper Tire and its subsidiaries, taken as a whole, for consideration consisting of cash and/or securities;

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that is reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal, including all conditions contained therein; and

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that the Cooper Tire Board determines in good faith, after consultation with legal counsel and its financial advisor (taking into account any changes to the merger agreement proposed by Goodyear as described under the heading “—Cooper Tire Board’s Recommendation to Stockholders”), is more favorable to Cooper Tire stockholders than the consideration to be received by Cooper Tire stockholders in the merger.

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Cooper Tire Board’s Recommendation to Stockholders

The Cooper Tire Board has resolved to recommend to Cooper Tire stockholders that they adopt the merger agreement (the “merger recommendation”) and directed that such matter be submitted for consideration of Cooper Tire stockholders at the Cooper Tire special meeting. The merger agreement provides that, subject to the exceptions described below, the Cooper Tire Board may not:

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(A) fail to include the merger recommendation in the proxy statement, (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or modify, in a manner adverse to Goodyear, the merger recommendation, (C) take any action by board resolution or in any public respect or make any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer or a customary “stop, look and listen” communication or (D) adopt, approve or recommend, or publicly propose to approve or recommend to Cooper Tire stockholders a takeover proposal (the actions described in this bullet being referred to as an “adverse recommendation change”);

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authorize, cause or permit Cooper Tire or any of its subsidiaries to enter into any letter of intent, agreement in principle, merger agreement or other similar contract with respect to any takeover proposal (other than an acceptable confidentiality agreement) (each, a “company acquisition agreement”); or

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take any action to terminate the merger agreement in light of a superior proposal.

Prior to obtaining Cooper Tire stockholder approval, the Cooper Tire Board may enter into a company acquisition agreement if prior to taking such action the Cooper Tire Board or any duly constituted and authorized committee thereof has determined in good faith, after consultation with its financial advisors and legal counsel, that failure to take such action would be inconsistent with the Cooper Tire Board’s fiduciary duties under applicable law and that such takeover proposal constitutes a superior proposal. However, prior to taking such action, Cooper Tire and the Cooper Tire Board have agreed to comply with the following procedures:

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Cooper Tire has given Goodyear at least four calendar days’ prior written notice of its intention to take such action (which notice will include an unredacted copy of the superior proposal, an unredacted copy of the relevant proposed transaction agreements and an unredacted copy of any financing commitments relating thereto);

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Cooper Tire has negotiated, and has caused its representatives to negotiate, in good faith with Goodyear during such notice period (to the extent Goodyear wishes to negotiate) to enable Goodyear to propose in writing an offer binding on Goodyear to effect revisions to the terms of the merger agreement such that it would cause such superior proposal to no longer constitute a superior proposal;

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following the end of such notice period, the Cooper Tire Board or any duly constituted and authorized committee thereof has considered in good faith such binding offer, and has determined in good faith, after consultation with its financial advisors and legal counsel, that the superior proposal continues to constitute a superior proposal if the revisions proposed in such binding offer were to be given effect;

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in the event of any material change to the terms of such superior proposal (it being understood that any change in financial terms and any formal written modification will be deemed material), Cooper Tire has, in each case, again complied with the requirements of the merger agreement as described in the previous two bullets of this heading “Cooper Tire Board’s Recommendation to Stockholders” and has delivered to Goodyear an additional notice consistent with that described in the first bullet above and the notice period will have recommenced, except that the notice period will be at least three calendar days rather than the four calendar days otherwise contemplated by the first bullet above; and

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if applicable, the Cooper Tire Board (or any duly constituted and authorized committee thereof) has terminated the merger agreement in light of a superior proposal to enter into a company acquisition agreement with respect to such superior proposal; and provided, further, that Cooper Tire has complied

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with its obligations under the merger agreement as described under this heading “Cooper Tire Board’s Recommendation to Stockholders” (other than any violation that is immaterial in scope and effect); and provided, further, that any purported termination of the merger agreement pursuant to the merger agreement as described in this sentence will be void and of no force and effect, unless the termination is in accordance with the terms of the merger agreement relating to termination in the case of a superior proposal and, to the extent required under the terms of the merger agreement, Cooper Tire pays Goodyear the applicable termination fee in accordance with the applicable terms of the merger agreement prior to or concurrently with such termination.

In addition, prior to obtaining the Cooper Tire stockholder approval, the Cooper Tire Board may change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or modify, in a manner adverse to Goodyear, the merger recommendation (a “change of recommendation”) if and only if: (i) the Cooper Tire Board or any duly constituted and authorized committee thereof has determined in good faith, after consultation with its financial advisors and outside legal counsel, that failure to take such action would be inconsistent with the Cooper Tire Board’s fiduciary duties under applicable law; (ii) such action is not in response to the receipt, existence of or terms of a takeover proposal or a superior proposal or any inquiry related thereto or the consequences; and (iii) such action is in response to a material development, fact, change, event, effect, occurrence or circumstance that was not known or reasonably foreseeable, or, if known (or reasonably foreseeable), the consequences of which were not known or reasonably foreseeable, to the Cooper Tire Board as of the date of the merger agreement and becomes known to the Cooper Tire Board prior to the time of the Cooper Tire stockholder approval (excluding any takeover proposal, an “intervening event”). However, prior to taking such action, Cooper Tire and the Cooper Tire Board have agreed to comply with the following procedures:

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the Cooper Tire Board has given Goodyear at least four calendar days’ prior written notice of its intention to take such action absent any revision to the terms and conditions of the merger agreement, which notice will describe the intervening event and the basis for such intended change of recommendation in reasonable detail;

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Cooper Tire has negotiated, and has caused its representatives to negotiate, in good faith with Goodyear and Merger Sub during such notice period after giving any such notice (to the extent Goodyear wishes to negotiate) to enable Goodyear to propose in writing an offer binding on Goodyear and Merger Sub to effect revisions to the terms of the Merger Agreement; and

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at the end of such notice period, the Cooper Tire Board or any duly constituted and authorized committee thereof has considered in good faith any such binding offer, and has determined in good faith, based on the information then available and after consultation with its financial advisors and outside legal counsel, that failure to make such change of recommendation due to the intervening event would be inconsistent with the Cooper Tire Board’s fiduciary duties under applicable law.

Nothing contained in the merger agreement prohibits Cooper Tire or the Cooper Tire Board from (i) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act or from making any other disclosure to Cooper Tire stockholders if, in the Cooper Tire Board’s determination in good faith after consultation with outside counsel, such disclosure is required under applicable law or (ii) issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act; provided, however, that if any such disclosure does not reaffirm the merger recommendation, it will be deemed to be an adverse recommendation change.

Cooper Tire has also agreed that it will (i) promptly request each person that has executed a confidentiality agreement in connection with such person’s consideration of an acquisition of Cooper Tire or any of its subsidiaries return or destroy all confidential information furnished to such person by or on behalf of Cooper Tire or any of its subsidiaries or any of their respective representatives and (ii) immediately terminate all physical and electronic data room access for any such person and any of its representatives to diligence or other information regarding Cooper Tire or any of its subsidiaries. Cooper Tire has further agreed to enforce the standstill

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provisions of any such agreement and agreed to take all steps necessary to terminate any waiver that may have been granted to any person other than Goodyear or its affiliates under any confidentiality or standstill provisions in any such agreement, except if and to the extent that the Cooper Tire Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, that the taking of any action in connection with the foregoing would be inconsistent with the fiduciary duties of the members of the Cooper Tire Board under applicable law.

Any action, or failure to take action, that is taken by a director or officer of Cooper Tire, in violation of the provisions of the merger agreement described under this heading “Cooper Tire Board’s Recommendation to Stockholders” will be deemed to be a breach of the merger agreement by Cooper Tire. Cooper Tire has agreed to use its reasonable best efforts to prevent any other employee or representative of Cooper Tire from taking any action or failing to take any action in violation of the provisions of the merger agreement described under this heading “Cooper Tire Board’s Recommendation to Stockholders.”

Reasonable Best Efforts Covenant

Goodyear, Merger Sub and Cooper Tire have agreed to use their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws to consummate and make effective in the most reasonably expeditious manner possible the transactions contemplated by the merger agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by the merger agreement, (ii) the satisfaction of all of the conditions to consummating the transactions contemplated by the merger agreement, (iii) taking all actions necessary to obtain (and to cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any third-party, including any governmental entity (which actions will include furnishing all information required under the HSR Act or other applicable antitrust laws or applicable FDI laws and in connection with approvals of or filings with any other governmental entity) required to be obtained or made by Goodyear, Merger Sub, Cooper Tire or any of their respective subsidiaries in connection with the transactions contemplated by the merger agreement or the taking of any action contemplated by the merger agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by the merger agreement and to fully carry out the purposes of the merger agreement. Additionally, each of Goodyear and Cooper Tire have agreed to use all reasonable best efforts to fulfill all conditions precedent to the merger and may not take any action that would reasonably be expected to materially impede, materially interfere with or materially delay the consummation of the merger or the other transactions contemplated by the merger agreement, including the obtaining of, or result in not obtaining, any permission, approval or consent from any governmental entity necessary to be obtained prior to the closing of the merger.

Prior to the closing of the merger, Goodyear, Merger Sub and Cooper Tire have agreed to promptly consult with the other parties with respect to and, to the extent permitted by applicable law, promptly provide any relevant information with respect to (and, in the case of correspondence, provide the other parties (or their counsel) copies of), keep the other parties apprised of the status of, all filings made by such party with any governmental entity or any other information supplied by such party to, or correspondence with, a governmental entity in connection with the merger agreement and the transactions contemplated by the merger agreement, inform and consult with each other regarding communication from any governmental entity and, to the extent not prohibited by such governmental entity, permit the other to participate in substantive discussions with such governmental entity with respect to the merger.

Cooper Tire and Goodyear have agreed to jointly devise the strategy and direct all matters for obtaining clearances, approvals or waiting-period expirations under antitrust laws or applicable FDI laws, including any filings, notifications, submissions and communications with or to any governmental entity in connection therewith. However, Goodyear may not commit to or agree with any governmental entity to stay, toll or extend any applicable waiting period under the HSR Act or any other applicable antitrust laws, without Cooper Tire’s

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prior written consent (not to be unreasonably withheld, conditioned or delayed). Goodyear, Merger Sub and Cooper Tire have agreed to respond as promptly as practicable to any inquiries or requests for documentation or information or any second request received from the FTC or the DOJ (but in any event each party will substantially comply with such request within four months of such request being issued unless otherwise agreed to in writing by the other party) and to all inquiries and requests received from any other governmental entity in connection with any other applicable antitrust laws or FDI laws.

In the event of any dispute between the parties relating to the strategy or appropriate course of action or content of any submission made in connection with obtaining any clearances under applicable antitrust laws or applicable FDI laws with respect to the transactions contemplated by the merger agreement (other than certain matters set forth in the merger agreement), Goodyear, Merger Sub and Cooper Tire will escalate such dispute to the general counsels of Cooper Tire and Goodyear for good faith resolution. However, if after such escalation the parties are unable to resolve such dispute, then Goodyear will have the right to make such determination. Notwithstanding the foregoing, but subject to Goodyear’s and Merger Sub’s obligations described in the first paragraph under this heading “Reasonable Best Efforts Covenant”, Goodyear and Cooper Tire have agreed that Goodyear will have the ultimate right to determine the nature of any remedy action (as defined below) to be taken by Goodyear and Merger Sub for the purpose of securing any required approvals under the HSR Act or any other applicable antitrust laws or any applicable FDI laws.

In addition to the foregoing, Cooper Tire and Goodyear have agreed to:

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use reasonable best efforts to file, as promptly as reasonably practicable, but in any event no later than 10 business days after the date of the merger agreement, notifications under the HSR Act (which Goodyear and Cooper Tire filed on March 8, 2021);

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use reasonable best efforts to file (including, for the avoidance of doubt, making any initial filing with an applicable governmental entity), as promptly as reasonably practicable, but in any event no later than 45 business days after the date of the merger agreement (unless the applicable governmental entity has indicated to any of the parties to the merger agreement that such governmental entity would not accept such initial filing at such time, in which case, the parties have agreed to use their respective reasonable best efforts to make such filing as promptly as reasonably practicable after such governmental entity indicates that it will accept such initial filing), any other filings and/or notifications under applicable antitrust laws or applicable FDI laws, and, if applicable, request early termination of any waiting period with respect to the transactions contemplated by the merger agreement;

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use reasonable best efforts to file as soon as practicable any other applicable notifications or other forms and documentation necessary to obtain any consents, clearances or approvals under or in connection with any applicable antitrust law or applicable FDI Law or in connection with the approval or authorization of or filings with any governmental entity required to be obtained or made by Goodyear, Merger Sub, Cooper Tire or any of their respective affiliates in connection with the transactions contemplated by the merger agreement or the taking of any action contemplated by the merger agreement;

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use reasonable best efforts to respond, as promptly as practicable, to any inquiries and requests received from the FTC and the antitrust division of the DOJ for additional information or documentation;

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use reasonable best efforts to respond, as promptly as practicable, to all inquiries and requests for additional information and documentation received from any state attorney general or any other governmental entity in connection with approvals of or filings with any other governmental entity required to be obtained or made by Goodyear, Merger Sub, Cooper Tire or any of their respective affiliates in connection with the transactions contemplated by the merger agreement or the taking of any action contemplated by the merger agreement;

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use all reasonable best efforts to resolve such objections, if any, as may be asserted by any governmental entity with respect to the transactions contemplated by the merger agreement under applicable antitrust laws or applicable FDI laws;

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cooperate and use all reasonable best efforts to vigorously contest, resist and litigate any action challenging any of the transactions contemplated by the merger agreement as violative of antitrust laws or otherwise challenged by any governmental entity (including pursuant to any applicable FDI laws), and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, restraint or other order that is in effect and that prohibits, prevents or restricts consummation of the merger or any other transactions contemplated by the merger agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal; and

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use all reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other applicable antitrust laws or other applicable FDI laws with respect to the transactions contemplated by the merger agreement as promptly as possible after the execution of the merger agreement.

Goodyear and Merger Sub have agreed to, and have agreed to cause their subsidiaries to (i) take any and all actions required to obtain all required approvals under the HSR Act and other applicable antitrust laws and applicable FDI laws and (ii) become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, contract or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of Cooper Tire, the surviving corporation, Goodyear, Merger Sub or any of their respective affiliates, (B) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of Cooper Tire, the surviving corporation, Goodyear, Merger Sub or any of their respective affiliates in any manner or (C) impose any restriction, requirement or limitation on the operation of the business or portion of the business of Cooper Tire, the surviving corporation, Goodyear, Merger Sub or any of their respective affiliates (subject to certain exception as set forth in the merger agreement) (any of the foregoing a “remedy action”).

However, notwithstanding the foregoing:

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neither Goodyear nor Merger Sub nor any of their respective subsidiaries will be required to take or agree to take (and, without the prior written consent of Goodyear, Cooper Tire, its subsidiaries and its joint ventures (subject to the terms of the merger agreement) may not take or agree to take) any action (including any remedy action) that, individually or in the aggregate with all other actions (including any remedy actions), would or would reasonably be expected to result in or be a burdensome condition (as defined below);and

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if requested by Goodyear, Cooper Tire will become subject to, consent to, or offer or agree to, or otherwise take any action (including any remedy action) with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Cooper Tire in the event the closing of the merger occurs.

To assist Goodyear in complying with the foregoing obligations, Cooper Tire will, and will cause its subsidiaries to, provide to Goodyear such cooperation as may be reasonably requested by Goodyear.

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Treatment of Cooper Tire Indebtedness

Under the merger agreement, if requested by Goodyear in writing at least 10 business days prior to the date of the consummation of the merger, Cooper Tire has agreed to use, and has agreed to cause its subsidiaries to use, reasonable best efforts to arrange for customary payoff letters and instruments of discharge providing for the payoff, discharge and termination on the date of the consummation of the merger of all then-outstanding obligations under the Cooper Tire credit agreement or any other indebtedness of Cooper Tire to be delivered to Goodyear no later than three business days prior to the date of the consummation of the merger.

Certain Employee Benefits Matters

Following the signing of the merger agreement, Cooper Tire deposited an additional $58,811,995 in cash to a rabbi trust for the benefit of all beneficiaries under the rabbi trust agreement, which include Cooper Tire’s executive officers, directors and employees other than executive officers, pursuant to preexisting contractual commitments requiring Cooper Tire to fund the benefits payable to directors, executive officers and certain other employees under each of Cooper Tire’s nonqualified deferred compensation plans, the Severance Pay Plan and the rabbi trust agreement.

From the effective time of the merger until the first anniversary of the closing of the merger, Goodyear has agreed to provide to each employee of Cooper Tire and its subsidiaries whose terms and conditions of employment were not, and do not become, subject to a labor agreement (the “non-union employees”) (i) cash compensation (excluding equity and long-term incentive awards) that is no less favorable, in the aggregate, than the cash compensation (excluding equity and long-term incentive awards) provided to each such employee immediately before the effective time of the merger, (ii) equity and long-term incentive award opportunities that are no less favorable, in the aggregate, than the equity and long-term incentive award opportunities provided by Goodyear to its similarly situated employees, (iii) benefits (excluding severance benefits and equity and long-term incentive awards) that are no less favorable, in the aggregate, than either the benefits (excluding severance benefits and equity and long-term incentive awards) provided to each such employee immediately before the effective time of the merger or such benefits (excluding severance benefits and equity and long-term incentive awards) provided by Goodyear to its similarly situated employees, as determined by Goodyear and (iv) severance benefits upon a termination without cause and subject to a release of claims that are no less favorable, in the aggregate, than the severance benefits provided to each such non-union employee immediately before the effective time of the merger for any such employee. As to each employee of Cooper Tire or its subsidiaries whose terms and conditions of employment were subject to a labor agreement (the “union employees”), Goodyear has agreed to cause the surviving corporation to comply with the terms and conditions of each applicable labor agreement, in a manner consistent with applicable law.

From and after the closing of the merger, Goodyear has agreed to honor all compensation and benefit plans, programs, policies, practices or agreements maintained or sponsored by Cooper Tire, or to which Cooper Tire is a party, as such plans, programs, policies, practices or agreements are in effect on the date of the merger agreement (it being understood that this paragraph will not be deemed to prohibit Goodyear or its affiliates from amending, modifying, replacing or terminating such arrangements in accordance with their terms).

For purposes of vesting, eligibility to participate and benefit accrual (other than for purposes of benefit accruals under any pension plan sponsored by Goodyear) under the employee benefit plans of Goodyear providing benefits to any non-union employees after the effective time of the merger (the “new plans”), Goodyear has agreed that each non-union employee will be credited with his or her years of service with Cooper Tire or predecessors before the effective time of the merger, to the same extent as such employee was entitled, before the effective time of the merger, to credit for such service under any similar Cooper Tire benefit plans in which such employee participated or was eligible to participate immediately prior to the effective time of the merger, provided that the foregoing will not apply to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing: (i) each non-union employee will be

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immediately eligible to participate, without any waiting time, in any and all new plans to the extent coverage under such new plan is comparable to a Cooper Tire benefit plan in which such employee participated immediately before the consummation of the merger (the “old plans”); and (ii) for purposes of each new plan providing medical, dental, pharmaceutical and/or vision benefits to any non-union employee, Goodyear will cause all pre-existing condition exclusions and actively-at-work requirements of such new plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable Cooper Tire benefit plans in which such employee participated immediately prior to the effective time of the merger, and Goodyear will cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the old plan ending on the date such employee’s participation in the corresponding new plan begins to be taken into account for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such new plan.

Without limiting the generality of the foregoing, Cooper Tire and Goodyear have agreed to take all actions necessary to effectuate the merger severance plan in accordance with the terms set forth in Cooper Tire’s disclosure letter.

Goodyear has agreed to continue, or to cause the surviving corporation to continue, the AIP for the remainder of the performance period in which the closing of the merger occurs and to pay bonuses to the non-union employees pursuant to the AIP in respect of the full performance period in which the closing of the merger occurs, in accordance with the terms of the AIP as in effect immediately prior to the closing of the merger, and such bonus payments will be paid at the time such bonus payments would have otherwise been paid absent the consummation of the merger. Goodyear has agreed to determine, in its sole discretion (exercised in good faith), the level of achievement and the amount payable to each non-union employee under the AIP after the closing of the merger, consistent with the methodologies used and determinations made by Cooper Tire for payouts under the AIP for the immediately preceding performance period, with the results adjusted to reflect the impact of the merger, including any expenses incurred by Cooper Tire in connection with the merger. Any bonus payments made to participants in the Severance Pay Plan will be reduced to the extent that the participant received a prorated payment of the participant’s AIP bonus upon the closing of the merger for the performance period in which the closing of the merger occurs pursuant to the Severance Pay Plan.

Nothing in the merger agreement amends or is to be treated as an amendment of, or undertaking to amend, any benefit plan or prohibits Goodyear or any of its affiliates, including the surviving corporation, from amending or terminating any existing Cooper Tire employee benefit plan.

The provisions described above are solely for the benefit of the parties to the merger agreement and do not confer upon any individual, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever.

For additional information on certain other compensation-related matters covered in the merger agreement that affect Cooper Tire’s directors and executive officers, please see the section titled “The Merger—Interests of Directors and Executive Officers of Cooper Tire in the Merger” beginning on page 68.

Indemnification and Insurance of Cooper Tire Directors and Officers

Goodyear has agreed that:

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for six years after the effective time of the merger, it will, and will cause, the surviving corporation to indemnify and hold harmless each present and former director or officer of Cooper Tire and its subsidiaries, or any other person that is or was serving at the request of Cooper Tire as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other

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enterprise, including service with respect to employee benefit plans maintained or sponsored by Cooper Tire, together with such person’s heirs, executors or administrators, with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including reasonable fees and expenses of legal counsel) incurred in connection with any claim or proceeding (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (i) the fact that such person was a director, officer, employee or agent of Cooper Tire or any of its subsidiaries (including in connection with serving at the request of Cooper Tire or any such subsidiary as a director, officer, employee, agent, trustee or fiduciary of another person) or (ii) acts or omissions by such person in his or her capacity as a director or officer of Cooper Tire or a subsidiary of Cooper Tire or taken at the request of Cooper Tire or any of its subsidiaries, in each case under (i) or (ii), at, or at any time prior to, the effective time of the merger, to the fullest extent permitted or required by applicable law or that Cooper Tire would have been required under its certificate of incorporation or bylaws in effect on the date of the merger agreement, to indemnify such person;

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for six years after the effective time of the merger, it will, and will cause the surviving corporation to, advance any expenses (including reasonable fees and expenses of legal counsel) of any indemnified party under the merger agreement as described under this heading “Indemnification and Insurance of Cooper Tire Directors and Officers” (including in connection with enforcing the indemnity and other obligations referred to under this heading “Indemnification and Insurance of Cooper Tire Directors and Officers”) as incurred to the fullest extent that Cooper Tire would have been required under its certificate of incorporation or bylaws in effect on the date of the merger agreement, provided that the individual to whom expenses are advanced provides an undertaking to repay such advances if it is determined that such person is not entitled to be indemnified in accordance with the merger agreement; and

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for six years after the effective time of the merger, it will either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Cooper Tire and its subsidiaries, or provide substitute policies or purchase or cause the surviving corporation to purchase, a “tail policy” with reputable insurers, in each case of at least the same coverage and scope, and in amounts, and containing terms and conditions, that are no less favorable to such individuals than such policy in effect on the date of the merger agreement, with respect to matters arising on or before the effective time of the merger covering without limitation the merger and the other transactions contemplated in the merger agreement; provided, however, that after the effective time of the merger, Goodyear will not be required to pay annual premiums in excess of 300% of the last annual premium paid by Cooper Tire prior to the date of the merger agreement in respect of the coverage required to be obtained pursuant to the merger agreement, but in such case will purchase as much coverage as reasonably practicable for such amount. However, if the surviving corporation purchases a “tail policy” and the same coverage costs on an annual basis more than 300% of such last annual premium, the surviving corporation will purchase the maximum amount of coverage that can be obtained for 300% of such last annual premium.

Cooper Tire may prior to the effective time of the merger purchase a six-year prepaid “tail policy” on terms and conditions providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance maintained by Cooper Tire and its subsidiaries with respect to matters existing or occurring prior to the effective time of the merger, covering without limitation the merger and the transactions contemplated in the merger agreement; provided, however, that Cooper Tire will not pay an aggregate amount for such policy in excess of 450% of the current aggregate annual premium paid by Cooper Tire for the existing policy, and Cooper Tire will reasonably consult with Goodyear regarding the purchase of such “tail policy” prior to the purchase of such “tail policy.” If such prepaid “tail policy” has been obtained by Cooper Tire, it will be deemed to satisfy all its obligations to obtain insurance pursuant to the merger agreement and the surviving corporation will use its reasonable best efforts to cause such policy to be maintained in full force and effect, for its full term, and to honor all of its obligations thereunder.

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Coordination of Dividends

If Goodyear has resumed its quarterly dividend (and provided that Goodyear has provided prior written notice to Cooper Tire of its intentions to resume its quarterly dividend), Goodyear and Cooper Tire have agreed to coordinate their record and payment dates for their regular quarterly dividends so as to ensure that Cooper Tire stockholders do not receive two dividends, or fail to receive one dividend, in any quarter with respect to shares of Cooper Tire common stock and the shares of Goodyear common stock that such holders receive in exchange therefor in the merger.

Cooper Tire will ensure that the date on which any scheduled quarterly dividend is declared and the record date with respect to any such scheduled quarterly dividend is (x) no later than five business days following and (y) no earlier than two business days preceding, in each case, the one-year anniversary of such dates for the corresponding quarter of the preceding year.

In the quarter in which the closing of the merger occurs, if the record date of Goodyear’s quarterly dividend has been declared and is a date prior to the effective time of the merger, then the quarterly dividend declaration date and record date of Cooper Tire will occur no later than such date as is necessary to ensure that holders of Cooper Tire common stock receive a quarterly dividend in accordance with the first sentence of this “Coordination of Dividends” section.

Stockholder Litigation

In the event that any stockholder litigation related to the merger agreement or the transactions contemplated by the merger agreement is brought, or, to the knowledge of Cooper Tire, threatened, against Cooper Tire and/or the members of the Cooper Tire Board prior to the effective time of the merger, Cooper Tire has agreed to promptly notify Goodyear, keep Goodyear informed of its status and provide Goodyear with the opportunity to participate (but not control) in the defense or settlement of such litigation. Cooper Tire has further agreed that it will not settle any such stockholder litigation without Goodyear’s prior written consent, not to be unreasonably withheld, conditioned or delayed.

Other Covenants

The merger agreement contains certain other covenants and agreements, including covenants relating to, among other matters:

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the preparation of this registration statement on Form S-4 and the proxy statement relating to the Cooper Tire special meeting;

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providing the other party with prompt notice of (a) the occurrence or non-occurrence of any event that would be reasonably likely to cause any condition to the merger to be unsatisfied and (b) any material failure of such party or any of its representatives to comply with or satisfy any covenant or agreement to be complied with or satisfied by it under the merger agreement;

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the resignations of Cooper Tire directors at the effective time of the merger;

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Goodyear taking all necessary actions to cause the shares of Goodyear common stock issuable in connection with the merger to be approved for listing on the Nasdaq (subject to official notice of issuance);

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confidentiality and access by each party to certain information about the other party during the period before the earlier of the effective time of the merger and the termination of the merger agreement;

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cooperation between Cooper Tire and Goodyear in connection with public announcements;

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using reasonable best efforts to take such actions as are necessary to eliminate or minimize the effects of any takeover statute or regulation on the transactions contemplated by the merger agreement;

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cooperation between the parties and the use of Cooper Tire’s reasonable best efforts to cause (a) the delisting of the Cooper Tire common stock from the NYSE as promptly as practicable after the effective time of the merger and (b) deregistration of the Cooper Tire common stock pursuant to the Exchange Act as promptly as practicable after such delisting;

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cooperation between the parties with respect to the treatment of certain indebtedness of Cooper Tire; and