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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~June~~September 30, 2024

Commission File Number: 1-1927

THE GOODYEAR TIRE & RUBBER COMPANY

(Exact Name of Registrant as Specified in Its Charter)

    Ohio

    34-0253240

    (State or Other Jurisdiction of
Incorporation or Organization)

    (I.R.S. Employer
Identification No.)


200 Innovation Way, Akron, Ohio		44316-0001
(Address of Principal Executive Offices)		(Zip Code)

(330) 796-2121

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

    Title of each class

    Trading
Symbol(s)

    Name of each exchange
on which registered

    Common Stock, Without Par Value

    GT

    The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

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.


Large accelerated filer	☑	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐	Emerging growth company	☐

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Number of Shares of Common Stock,Without Par Value, Outstanding at ~~June~~October 3031, 2024: 284,~~687~~919,~~007~~673

Table of Contents

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 1A. RISK FACTORS
	ITEM 5. OTHER INFORMATION
EX-2.1
EX-10.1
EX-22.1
EX-31.1
EX-31.2
EX-32.1
EX-101.INS INSTANCE DOCUMENT
EX-101.SCH SCHEMA DOCUMENT
EX-104

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
(In millions, except per share amounts)	2024			2023			2024			2023
Net Sales (Note 2)	$	4,~~570~~824		$	45,~~867~~142		$	913,~~107~~931		$	914,~~808~~950
Cost of Goods Sold		3,~~622~~881			4,~~123~~171			711,~~337~~218			812,~~316~~487
Selling, Administrative and General Expense		~~731~~663			~~708~~673			12,~~427~~090			12,~~372~~045
Rationalizations (Note 3)		19			72			41			104
Intangible Asset Impairment (Note 1)		125			—			125			—
Interest Expense		130			138			256			265
Rationalizations (Note 3)		11			198			52			302
Other (Income) Expense (Note 4)		(72	)		36			(42	)		61
Interest Expense		135			138			391			403
Income (Loss) before Income Taxes		140			(210	)		88			(310	)
Other (Income) Expense (Note 4)		34			21			(8	)		82
United States and Foreign Tax Expense (Benefit) (Note 5)		60			(2	)		66			(3	)
Income (Loss) before Income Taxes		(25	)		(59	)		63			(369	)
Net Income (Loss)		80			(208	)		22			(307	)
United States and Foreign Tax Expense (Note 5)		9			25			75			22
Less: Minority Shareholders’ Net Income (Loss)		(5	)		—			(6	)		2
Net Income (Loss)		(34	)		(84	)		(12	)		(391	)
Goodyear Net Income (Loss)	$	85		$	(208	)	$	28		$	(309	)
Less: Minority Shareholders’ Net Income (Loss)		—			5			(6	)		7
Goodyear Net Income (Loss)	$	(34	)	$	(89	)	$	(6	)	$	(398	)
Goodyear Net Income (Loss) — Per Share of Common Stock
Basic	$	(0.3012	)	$	(0.7331	)	$	(0.1002	)	$	(1.0840	)
Weighted Average Shares Outstanding (Note 6)		287			285			286			285
Diluted	$	(0.3012	)	$	(0.7331	)	$	(0.1002	)	$	(1.0840	)
Weighted Average Shares Outstanding (Note 6)		~~288~~287			285			~~288~~286			285

The accompanying notes are an integral part of these consolidated financial statements.

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended						~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
(In millions)	2024			2023			2024			2023
Net Income (Loss)	$	80(34	)	$	(~~208~~84	)	$	22(12	)	$	(~~307~~391	)
Other Comprehensive Income (Loss):
Foreign currency translation, net of tax of ($1) and ($3) in 2024 ($1 and $2 in 2023)		(50	)		(4	)		(59	)		33
Foreign currency translation, net of tax of $3 and $0 in 2024 (($2) and $0 in 2023)		39			(46	)		(20	)		(13	)
Defined benefit plans:
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $6 and $13 in 2024 ($6 and $13 in 2023)		20			20			41			41
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $7 and $20 in 2024 ($6 and $19 in 2023)		21			20			62			61
Change in net actuarial losses, net of tax of $6 and $7 in 2024 ($5 and $3 in 2023)		6			13			10			11
Change in net actuarial losses, net of tax of ($1) and $6 in 2024 (($3) and $0 in 2023)		(3	)		(8	)		7			3
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures, net of tax of $0 and ($1) in 2024 ($8 and $8 in 2023)		—			28			(4	)		28
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures, net of tax of $0 and ($1) in 2024 ($1 and $9 in 2023)		—			4			(4	)		32
Deferred derivative gains (losses), net of tax of $0 and $0 in 2024 ($0 and ($1) in 2023)		—			(2	)		—			(4	)
Prior service credit from plan amendments, net of tax of $7 and $7 in 2024 ($0 and $0 in 2023)		21			—			21			—
Reclassification adjustment for amounts recognized in income, net of tax of $0 and $0 in 2024 ($0 and $0 in 2023)		—			—			1			—
Deferred derivative gains (losses), net of tax of $0 and $0 in 2024 ($0 and ($1) in 2023)		—			—			—			(4	)
Other Comprehensive Income (Loss)		(24	)		55			(11	)		109
Reclassification adjustment for amounts recognized in income, net of tax of $0 and $0 in 2024 ($0 and $0 in 2023)		—			1			1			1
Comprehensive Income (Loss)		56			(153	)		11			(198	)
Other Comprehensive Income (Loss)		78			(29	)		67			80
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders		(6	)		(1	)		(10	)		4
Comprehensive Income (Loss)		44			(113	)		55			(311	)
Goodyear Comprehensive Income (Loss)	$	62		$	(152	)	$	21		$	(202	)
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders		8			2			(2	)		6
Goodyear Comprehensive Income (Loss)	$	36		$	(115	)	$	57		$	(317	)

The accompanying notes are an integral part of these consolidated financial statements.

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30,			December 31,
	September 30,			December 31,
(In millions, except share data)	2024			2023
Assets:
Current Assets:
Cash and Cash Equivalents	$	~~789~~905		$	902
Accounts Receivable, less Allowance — $87 ($102 in 2023)		3,043			2,731
Accounts Receivable, less Allowance — $94 ($102 in 2023)		3,380			2,731
Inventories:
Raw Materials		~~850~~796			785
Work in Process		~~213~~212			206
Finished Products		2,~~985~~804			2,707
		4,048			3,698
		3,812			3,698
Prepaid Expenses and Other Current Assets		324			319
Assets Held for Sale (Note 1)		495			—
Total Current Assets		8,204			7,650
Prepaid Expenses and Other Current Assets		309			319
Goodwill		779			781
Total Current Assets		8,901			7,650
Intangible Assets		947			969
Goodwill (Note 1)		759			781
Deferred Income Taxes (Note 5)		1,634			1,630
Intangible Assets (Note 1)		814			969
Other Assets		1,108			1,075
Deferred Income Taxes (Note 5)		1,662			1,630
Operating Lease Right-of-Use Assets		978			985
Other Assets		1,147			1,075
Property, Plant and Equipment, less Accumulated Depreciation — $12,671 ($12,472 in 2023)		8,375			8,492
Operating Lease Right-of-Use Assets		981			985
Total Assets	$	22,025		$	21,582
Property, Plant and Equipment, less Accumulated Depreciation — $12,515 ($12,472 in 2023)		8,285			8,492
Total Assets	$	22,549		$	21,582
Liabilities:
Current Liabilities:
Accounts Payable — Trade	$	4,~~181~~050		$	4,326
Compensation and Benefits (Notes 10 and 11)		~~656~~685			663
Other Current Liabilities		1,~~029~~261			1,165
Notes Payable and Overdrafts (Note 8)		~~462~~587			344
Operating Lease Liabilities due Within One Year		~~199~~202			200
Long Term Debt and Finance Leases due Within One Year (Note 8)		1,~~182~~013			449
Total Current Liabilities		7,~~709~~798			7,147
Operating Lease Liabilities		~~827~~829			825
Long Term Debt and Finance Leases (Note 8)		67,~~832~~428			6,831
Compensation and Benefits (Notes 10 and 11)		~~889~~877			974
Deferred Income Taxes (Note 5)		~~101~~103			83
Other Long Term Liabilities		~~812~~610			885
Total Liabilities		17,~~170~~645			16,745
Commitments and Contingent Liabilities (Note 12)
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Common Stock, no par value:
Authorized, 450 million shares, Outstanding shares — 285 million in 2024 (284 million in 2023)		285			284
Capital Surplus		3,~~146~~152			3,133
Retained Earnings		5,~~114~~080			5,086
Accumulated Other Comprehensive Loss (Note 14)		(3,~~842~~772	)		(3,835	)
Goodyear Shareholders’ Equity		4,~~703~~745			4,668
Minority Shareholders’ Equity — Nonredeemable		~~152~~159			169
Total Shareholders’ Equity		4,~~855~~904			4,837
Total Liabilities and Shareholders’ Equity	$	22,~~025~~549		$	21,582

The accompanying notes are an integral part of these consolidated financial statements.

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

											Accumulated						Minority
											Other			Goodyear			Shareholders'			Total
	Common Stock				Capital			Retained			Comprehensive			Shareholders'			Equity — Non-			Shareholders'
(In millions, except share data)	Shares		Amount		Surplus			Earnings			Loss			Equity			Redeemable			Equity
Balance at December 31, 2023
(after deducting 40,501,644 common treasury shares)		283,786,263	$	284	$	3,133		$	5,086		$	(3,835	)	$	4,668		$	169		$	4,837
Net income (loss)									~~(57~~28	)					~~(57~~28	)		(16	)		~~(58~~22	)
Other comprehensive income (loss)												16(7	)		16(7	)		(34	)		13(11	)
Total Comprehensive Income (Loss)															~~(41~~21	)		(410	)		~~(45~~11	)
Stock-based compensation plans						1117									1117						1117
Dividends declared																		(27	)		(27	)
Common stock issued from treasury		900,744		1		(4	)								(3	)					(3	)
Balance at March 31, 2024
(after deducting 39,600,900 common treasury shares)		284,687,007	$	285	$	3,140		$	5,029		$	(3,819	)	$	4,635		$	163		$	4,798
Net income (loss)									85						85			(5	)		80
Other comprehensive income (loss)												(23	)		(23	)		(1	)		(24	)
Total comprehensive income (loss)															62			(6	)		56
Stock-based compensation plans						6									6						6
Dividends declared																		(5	)		(5	)
Balance at June 30, 2024
(after deducting 39,600,900 common treasury shares)		284,687,007	$	285	$	3,146		$	5,114		$	(3,842	)	$	4,703		$	152		$	4,855
Net income (loss)									(34	)					(34	)					(34	)
Other comprehensive income (loss)												70			70			8			78
Total comprehensive income (loss)															36			8			44
Stock-based compensation plans						6									6						6
Dividends declared																		(1	)		(1	)
Common stock issued from treasury		228,014
Balance at September 30, 2024
(after deducting 39,372,886 common treasury shares)		284,915,021	$	285	$	3,152		$	5,080		$	(3,772	)	$	4,745		$	159		$	4,904

There were no dividends declared or paid during the three and ~~six~~nine months ended ~~June~~September 30, 2024.

The accompanying notes are an integral part of these consolidated financial statements.

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

											Accumulated						Minority
											Other			Goodyear			Shareholders'			Total
	Common Stock				Capital			Retained			Comprehensive			Shareholders'			Equity — Non-			Shareholders'
(In millions, except share data)	Shares		Amount		Surplus			Earnings			Loss			Equity			Redeemable			Equity
Balance at December 31, 2022
(after deducting 41,391,555 common treasury shares)		282,896,352	$	283	$	3,117		$	5,775		$	(3,875	)	$	5,300		$	166		$	5,466
Net income (loss)									(~~101~~309	)					(~~101~~309	)		2			(99307	)
Other comprehensive income (loss)												51107			51107			32			54109
Total Comprehensive Income (Loss)															(50202	)		54			(45198	)
Stock-based compensation plans						49									49						49
Common stock issued from treasury		530,949				(1	)								(1	)					(1	)
Balance at March 31, 2023
(after deducting 40,860,606 common treasury shares)		283,427,301	$	283	$	3,120		$	5,674		$	(3,824	)	$	5,253		$	171		$	5,424
Net income (loss)									(208	)					(208	)					(208	)
Other comprehensive income (loss)												56			56			(1	)		55
Total comprehensive income (loss)															(152	)		(1	)		(153	)
Stock-based compensation plans						5									5						5
Dividends declared																		(2	)		(2	)
Common stock issued from treasury		25555,~~016~~965				(12	)								(12	)					(12	)
Balance at June 30, 2023
(after deducting 40,835,590 common treasury shares)		283,452,317	$	283	$	3,124		$	5,466		$	(3,768	)	$	5,105		$	168		$	5,273
Net income (loss)									(89	)					(89	)		5			(84	)
Other comprehensive income (loss)												(26	)		(26	)		(3	)		(29	)
Total comprehensive income (loss)															(115	)		2			(113	)
Stock-based compensation plans						2									2						2
Dividends declared																		(2	)		(2	)
Common stock issued from treasury		93,390		1											1						1
Balance at September 30, 2023
(after deducting 40,742,200 common treasury shares)		283,545,707	$	284	$	3,126		$	5,377		$	(3,794	)	$	4,993		$	168		$	5,161

There were no dividends declared or paid during the three and ~~six~~nine months ended ~~June~~September 30, 2023.

The accompanying notes are an integral part of these consolidated financial statements.

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
	Nine Months Ended
	June 30,
	September 30,
(In millions)	2024			2023
Cash Flows from Operating Activities:
Net Income (Loss)	$	22(12	)	$	(~~307~~391	)
Adjustments to Reconcile Net Income (Loss) to Cash Flows from Operating Activities:
Depreciation and Amortization		~~546~~800			~~506~~751
Amortization and Write-Off of Debt Issuance Costs		710			711
Provision for Deferred Income Taxes (Note 5)		(6	)		(108	)
Intangible Asset Impairment (Note 1)		125			—
Net Pension Curtailments and Settlements		(5	)		36
Provision for Deferred Income Taxes (Note 5)		(37	)		(138	)
Net Rationalization Charges (Note 3)		41			104
Net Pension Curtailments and Settlements		(5	)		40
Rationalization Payments		(105	)		(50	)
Net Rationalization Charges (Note 3)		52			302
Net (Gains) Losses on Asset Sales (Note 4)		(94	)		(62	)
Rationalization Payments		(149	)		(72	)
Gain on Insurance Recoveries for Damaged Property, Plant and Equipment		(50	)		—
Net (Gains) Losses on Asset Sales (Note 4)		(95	)		(68	)
Operating Lease Expense		164			148
Gain on Insurance Recoveries for Damaged Property, Plant and Equipment		(61	)		—
Operating Lease Payments		(139	)		(139	)
Operating Lease Expense		249			224
Pension Contributions and Direct Payments		(29	)		(38	)
Operating Lease Payments		(211	)		(207	)
Pension Contributions and Direct Payments		(45	)		(54	)
Changes in Operating Assets and Liabilities, Net of Asset Acquisitions and Dispositions:
Accounts Receivable		(~~354~~658	)		(~~375~~816	)
Inventories		(~~409~~259	)		~~229~~590
Accounts Payable — Trade		(25207	)		(~~404~~585	)
Compensation and Benefits		639			—45
Other Current Liabilities		(9158	)		~~104~~222
Other Assets and Liabilities		3(69	)		(8558	)
Total Cash Flows from Operating Activities		(~~518~~591	)		(~~434~~204	)
Cash Flows from Investing Activities:
Capital Expenditures		(~~634~~912	)		(~~536~~807	)
Insurance Recoveries for Damaged Property, Plant and Equipment		3748			—
Cash Proceeds from Sale and Leaseback Transactions (Note 4)		16			6673
Asset Dispositions		~~108~~110			3
Short Term Securities Acquired		—			(~~102~~96	)
Short Term Securities Redeemed		—2			288
Long Term Securities Redeemed		1			—
Long Term Securities Acquired		—			(11	)
Notes Receivable		(17	)		(65	)
Long Term Securities Redeemed		4			6
Notes Receivable		(28	)		(61	)
Other Transactions		1			(13	)
Total Cash Flows from Investing Activities		(~~488~~759	)		(~~645~~818	)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred		~~595~~1,034			~~583~~793
Short Term Debt and Overdrafts Paid		(~~464~~803	)		(~~439~~863	)
Long Term Debt Incurred		710,~~068~~315			47,~~758~~321
Long Term Debt Paid		(69,~~280~~180	)		(46,~~020~~464	)
Common Stock Issued		(3	)		(2	)
Transactions with Minority Interests in Subsidiaries		(2	)		(24	)
Debt Related Costs and Other Transactions		(1846	)		(27	)
Total Cash Flows from Financing Activities		~~896~~1,315			~~876~~774
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash		(2310	)		4(5	)
Net Change in Cash, Cash Equivalents and Restricted Cash		(~~133~~45	)		(~~199~~253	)
Cash, Cash Equivalents and Restricted Cash at Beginning of the Period		985			1,311
Cash, Cash Equivalents and Restricted Cash at End of the Period	$	~~852~~940		$	1,~~112~~058

The accompanying notes are an integral part of these consolidated financial statements.

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by The Goodyear Tire & Rubber Company (the “Company,” “Goodyear,” “we,” “us” or “our”) in accordance with Securities and Exchange Commission (“SEC”) rules and regulations and generally accepted accounting principles in the United States of America ("U.S. GAAP") and in the opinion of management contain all adjustments (including normal recurring adjustments) necessary to fairly state the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”).

Operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2024 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2024.

Recently Issued Accounting Standards

On March 6, 2024, the SEC issued final rules that require registrants to enhance and standardize climate-related disclosures in their annual reports beginning with periods ending December 31, 2025. The final rules will require information about climate-related risks that have materially impacted, or are reasonably likely to have a material impact on, a registrant’s business strategy, results of operations or financial condition, the governance of climate-related matters, certain climate-related targets and goals, and certain greenhouse gas emissions. The rules will also require certain financial statement disclosures related to the impact of severe weather events and other natural disasters. On April 4, 2024, the SEC stayed the final rules pending completion of judicial review of several lawsuits challenging the rules that have been consolidated in the U.S. Court of Appeals for the 8th Circuit. We are currently assessing the impact of these rules on our disclosures in both our Annual Report on Form 10-K and the notes to the consolidated financial statements.

Goodwill and Intangible Assets

Goodwill and indefinite-lived intangible assets are tested for impairment annually or more frequently if an indicator of impairment is present. Intangible assets with finite lives are amortized over their useful lives and are reviewed for impairment whenever events or circumstances warrant such review. Goodwill and intangible assets are written down to fair value if considered impaired. Goodwill and Intangible Assets totaled $759 million and $814 million, respectively, at September 30, 2024, compared to $781 million and $969 million, respectively, at December 31, 2023. The goodwill associated with reporting units in our Americas and Asia Pacific segments was $715 million and $44 million, respectively, at September 30, 2024, and $724 million and $57 million, respectively, at December 31, 2023.

In the third quarter, we experienced a decline in our market capitalization as a result of a decrease in our stock price. Our stock price has a history of volatility, however, given the decrease was sustained throughout the quarter, we viewed this event as a triggering event and performed a quantitative analysis of the fair value of the North America reporting unit in our Americas segment. We determined the estimated fair value of our North America reporting unit based on discounted cash flow projections. The most critical assumptions used in the calculation of the fair value of our North America reporting unit are the projected revenue, projected operating margin and discount rate. Our forecast of future cash flows is based on our best estimate of projected revenue and projected operating margin, based primarily on pricing, raw material costs, market share, industry outlook, general economic conditions and strategic actions to improve Americas' operating margin. Based on our interim impairment test, the North America reporting unit had an estimated fair value that exceeded its carrying value, including goodwill, by approximately 14%.

The fair value of the North America reporting unit’s goodwill is sensitive to differences between estimated and actual cash flows, including changes in the projected revenue, projected operating margin and discount rate used to evaluate the fair value of these assets. Although we believe our estimate of fair value is reasonable, the reporting unit’s future financial performance is dependent on our ability to execute our business plan and to successfully implement strategic actions which we expect will improve our long-term operating margin. If a reporting unit’s future financial performance falls below our expectations, there are adverse revisions to significant assumptions, or our market capitalization declines further or does not improve from the strategic actions we are implementing, this could be indicative that the fair values of each of our reporting units has declined below their carrying values, and therefore we may need to record a material, non-cash goodwill impairment charge in a future period.

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During the third quarter, we experienced a decline in volumes primarily in our lower tier indefinite-lived intangible assets related to the acquisition of Cooper Tire as a result of increased competition from lower tier imports in the market. We viewed this event as a triggering event and performed a quantitative analysis of the fair value of our indefinite-lived intangible assets related to the acquisition of Cooper Tire as of September 30, 2024. Based on the results of the quantitative impairment assessments, the fair value of the intangible assets was less than the carrying value, resulting in a non-cash impairment charge of $125 million during the third quarter of 2024. We determined the fair value of the indefinite-lived intangible assets using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the assets. The most critical assumptions used in the calculation of the fair value are projected revenue, discount rate and royalty rate. The fair value of the indefinite-lived intangible assets is sensitive to differences between estimated and actual revenue, including changes in the discount rate and royalty rate used to evaluate the fair value of these assets.

Principles of Consolidation

The consolidated financial statements include the accounts of all legal entities in which we hold a controlling financial interest. A controlling financial interest generally arises from our ownership of a majority of the voting shares of our subsidiaries. We would also hold a controlling financial interest in variable interest entities if we are considered to be the primary beneficiary. Investments in companies in which we do not own a majority interest and we have the ability to exercise significant influence over operating and financial policies are accounted for using the equity method. Investments in other companies are primarily carried at cost. All intercompany balances and transactions have been eliminated in consolidation.

Assets and Liabilities Held for Sale

Assets and liabilities are classified as held for sale when management approves and commits to a formal plan to actively market the assets for sale at a price reasonable in relation to their estimated fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets is probable and expected to be completed within one year, and it is unlikely that significant changes will be made to the plan. When all of these criteria have been met, the assets and liabilities are classified as held for sale in the balance sheet. Assets classified as held for sale are reported at the lower of their carrying value or fair value less costs to sell. Depreciation of assets ceases upon designation as held for sale.

On July 22, 2024, we signed a definitive agreement to sell our off-the-road ("OTR") tire business to The Yokohama Rubber Company, Limited ("Yokohama") for $905 million in cash, subject to certain adjustments. Pursuant to a product supply agreement to be entered into with Yokohama in connection with the closing of the transaction, we will manufacture certain OTR tires for Yokohama at some of our manufacturing facilities for an initial period of up to five years after the closing of the transaction. The closing of the transaction is expected to occur in early 2025 and is subject to regulatory approvals and other customary closing conditions and consultations. At September 30, 2024, assets classified as held for sale of $495 million were included in Assets Held for Sale and liabilities of $56 million were included in Other Current Liabilities in the Consolidated Balance Sheets.

Restricted Cash

The following table provides a reconciliation of Cash, Cash Equivalents and Restricted Cash as reported within the Consolidated Statements of Cash Flows:

	June 30,
	September 30,
(In millions)	2024		2023
Cash and Cash Equivalents	$	~~789~~905	$	1,~~049~~002
Restricted Cash		6335		6356
Total Cash, Cash Equivalents and Restricted Cash	$	~~852~~940	$	1,~~112~~058

Restricted Cash primarily represents amounts required to be set aside for accounts receivable factoring programs. The restrictions lapse when cash from factored accounts receivable is remitted to the purchaser of those receivables. At both ~~June~~September 30, 2024 and 2023, restricted cash was recorded in Prepaid Expenses and Other Current Assets in the Consolidated Balance Sheets.

Reclassifications and Adjustments

Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation.

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NOTE 2. NET SALES

The following tables show disaggregated net sales from contracts with customers by major source:

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Europe, Middle East

(In millions)

Americas

and Africa

Asia Pacific

Total

Tire unit sales

2,~~175~~319

1,~~093~~191

~~566~~584

34,~~834~~094

Other tire and related sales

~~196~~197

~~150~~125

2330

~~369~~352

Retail services and service related sales

~~187~~203

3632

~~226~~239

Chemical sales

~~134~~133

—

~~134~~133

Other

—

2—

Net Sales by reportable segment

2,~~697~~858

1,~~279~~348

~~594~~618

4,~~570~~824

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Europe, Middle East

(In millions)

Americas

and Africa

Asia Pacific

Total

Tire unit sales

2,~~434~~616

1,~~159~~228

~~554~~616

4,~~147~~460

Other tire and related sales

~~211~~204

~~144~~112

2220

~~377~~336

Retail services and service related sales

~~173~~182

3834

910

~~220~~226

Chemical sales

~~116~~110

—

~~116~~110

Other

—

710

Net Sales by reportable segment

23,~~939~~120

1,~~341~~374

~~587~~648

45,~~867~~142

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Europe, Middle East

(In millions)

Americas

and Africa

Asia Pacific

Total

Tire unit sales

46,~~297~~616

23,~~279~~470

1,~~140~~714

711,~~716~~800

Other tire and related sales

~~379~~576

~~282~~407

4182

~~702~~1,065

Retail services and service related sales

~~356~~559

6597

1215

~~433~~671

Chemical sales

~~244~~377

—

~~244~~377

Other

915

—

1218

Net Sales by reportable segment

58,~~285~~143

23,~~626~~974

1,~~196~~814

913,~~107~~931

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Europe, Middle East

(In millions)

Americas

and Africa

Asia Pacific

Total

Tire unit sales

47,~~812~~428

23,~~487~~715

1,~~103~~719

812,~~402~~862

Other tire and related sales

~~396~~600

~~283~~395

4363

~~722~~1,058

Retail services and service related sales

~~334~~516

6397

1929

~~416~~642

Chemical sales

~~256~~366

—

~~256~~366

Other

816

—

1222

Net Sales by reportable segment

58,~~806~~926

24,~~833~~207

1,~~169~~817

914,~~808~~950

Tire unit sales consist of consumer, commercial, farm and off-the-road tire sales, including the sale of new Company-branded tires through Company-owned retail channels. Other tire and related sales consist of aviation, race and motorcycle tire sales, retread sales and other tire related sales. Sales of tires in this category are not included in reported tire unit information. Retail services and service related sales consist of automotive services performed for customers through our Company-owned retail channels, and includes service related products. Chemical sales relate to the sale of synthetic rubber and other chemicals to third parties, and exclude intercompany sales. Other sales include items such as franchise fees and ancillary tire parts.

When we receive consideration from a customer prior to transferring goods or services under the terms of a sales contract, we record deferred revenue, which represents a contract liability. Deferred revenue included in Other Current Liabilities in the Consolidated Balance Sheets totaled $1915 million and $18 million at ~~June~~September 30, 2024 and December 31, 2023, respectively. Deferred revenue included in Other Long Term Liabilities in the Consolidated Balance Sheets totaled $87 million and $10 million at ~~June~~September 30, 2024 and December 31, 2023, respectively. We recognize deferred revenue after we have transferred control of the goods or services to the customer and all revenue recognition criteria are met.

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The following table presents the balance of deferred revenue related to contracts with customers, and changes during the ~~six~~nine months ended ~~June~~September 30, 2024:

(In millions)
Balance at December 31, 2023	$	28
Revenue deferred during period		~~101~~158
Revenue recognized during period		(~~102~~164	)
Impact of foreign currency translation		—
Balance at June 30, 2024	$	27
Balance at September 30, 2024	$	22

NOTE 3. COSTS ASSOCIATED WITH RATIONALIZATION PROGRAMS

In order to improve our global competitiveness and as part of our execution of the Goodyear Forward transformation plan ("Goodyear Forward"), we have implemented, and are implementing, rationalization actions to reduce high-cost and excess manufacturing capacity and operating and administrative costs.

The following table presents a roll-forward of the liability balance between periods:

	Associate-
(In millions)	Related Costs			Other Costs			Total
Balance at December 31, 2023	$	518		$	16		$	534
2024 Charges		2835			2642			5477
Incurred, net of foreign currency translation of ($13) million and ($1) million, respectively		(79	)		(40	)		(119	)
Incurred, net of foreign currency translation of $5 million and $0 million, respectively		(89	)		(55	)		(144	)
Reversed to the Statement of Operations		(1325	)		—			(1325	)
Balance at June 30, 2024	$	454		$	2		$	456
Balance at September 30, 2024	$	439		$	3		$	442

InDuring ~~July~~the third quarter of 2024, as part of Goodyear Forward, we approved atwo rationalization ~~plan~~plans to ~~open~~reduce aSelling, ~~shared~~Administrative ~~service~~and ~~center~~General inexpense ~~Costa~~("SAG") ~~Rica~~ and tomanufacturing ~~exit~~costs, ~~certain~~primarily ~~Commercial~~in ~~Tire~~North America and ~~Service~~Corporate ~~Center~~functional ~~(“CTSC”) locations~~areas. The ~~proposed~~plans ~~plan~~include ~~will~~approximately ~~lead~~190 ~~to a reduction of 100~~ net ~~positions,~~headcount ~~which~~reductions ~~includes~~as ~~the transfer~~ of ~~certain associate and contractor positions to~~ the ~~new~~end ~~shared~~of ~~service center and~~ the ~~elimination~~third ~~of certain positions in CTSC~~quarter. Total pre-tax charges are expected to be $289 million, substantially all of which ~~$18 million~~ are expected to be cash charges primarily for associate-related costs. ~~Non-cash~~During ~~charges~~the ~~are~~third ~~expected~~quarter toof ~~be $10 million~~2024, ~~consisting~~we ~~of accelerated lease amortization and pension settlement costs. We~~ accrued approximately $96 million for ~~this~~these ~~plan~~plans, atwhich ~~June~~is ~~30,~~expected to be substantially paid through 2024.

During the ~~first~~second quarter of 2024, we approved a rationalization plan to open a shared service center in ~~Asia~~Costa ~~Pacific~~Rica and to ~~permanently~~exit ~~close~~certain ~~our~~Commercial ~~Malaysia~~Tire ~~tire~~and ~~manufacturing~~Service ~~facility~~Center by(“CTSC”) ~~June~~locations. ~~30,~~Total ~~2024~~pre-tax ascharges ~~part~~are expected to be $28 million, of ~~our~~which ~~strategy~~$18 million are expected to ~~improve~~be ~~profitability~~cash ~~and~~charges ~~reduce~~primarily ~~production~~for associate-related costs. WeNon-cash ~~have~~charges ~~approximately~~are expected to be $10 million, ~~($5~~consisting ~~million~~of ~~after~~accelerated ~~minority)~~lease amortization and pension settlement costs. We have approximately $10 million accrued for this plan at ~~June~~September 30, 2024, which is expected to be substantially paid ~~during~~through the ~~third~~end ~~quarter~~ of ~~2024~~2025.

~~The~~During ~~remainder of~~ the ~~accrual~~first ~~balance~~quarter atof ~~June 30~~2024, ~~2024~~we ~~includes~~approved ~~$242~~a ~~million~~rationalization ~~related~~plan toin ~~the~~Asia ~~closures~~Pacific ofto ~~our~~permanently ~~Fulda,~~close ~~Germany ("Fulda") and~~ our ~~Fürstenwalde,~~Malaysia ~~Germany ("Fürstenwalde")~~ tire manufacturing ~~facilities,~~facility ~~$143~~as ~~million~~part ~~related to the rationalization and workforce reorganization plan in Europe, Middle East and Africa ("EMEA"), which reflects $13 million~~ of ~~reversals~~our ~~due~~strategy to ~~voluntary attrition, $15 million related to the plan to~~ improve profitability ~~in Australia~~ and ~~New Zealand, $10 million related to plans to~~ reduce ~~Selling,~~production ~~Administrative~~costs. ~~and~~We ~~General~~have ~~expense~~approximately ~~("SAG") headcount,~~ $53 million ~~related~~accrued tofor ~~the~~this ~~closure~~plan ofat ~~Cooper~~September ~~Tire's Melksham~~30, ~~United Kingdom manufacturing facility ("Melksham")~~2024, $5which ~~million~~is ~~related~~expected to ~~the~~be ~~closed~~substantially ~~Amiens,~~paid ~~France~~through ~~tire manufacturing facility, $4 million related to our global workforce reorganization plan to improve our cost structure, $4 million related to~~ the ~~plan~~first toquarter ~~streamline~~of our EMEA distribution network, $4 million related to the plan to reduce costs associated with our global operations and technology organization, and various other plans to reduce headcount and improve operating efficiency2025.

AtThe ~~June~~remainder of the accrual balance at September 30, 2024 includes $253 million related to the closures of our Fulda, Germany ("Fulda") and ~~December~~our 31Fürstenwalde, ~~2023~~Germany ("Fürstenwalde") tire manufacturing facilities, $~~192~~130 million related to the rationalization and workforce reorganization plan in Europe, Middle East and Africa ("EMEA"), which reflects $~~239~~19 million ~~were~~of ~~recorded~~reversals indue ~~Other~~to ~~Current~~voluntary ~~Liabilities~~attrition, $11 million related to the plan to improve profitability in Australia and New Zealand, $8 million related to plans to reduce SAG headcount, $5 million related to the ~~Consolidated~~closed ~~Balance~~Amiens, ~~Sheets~~France tire manufacturing facility, ~~respectively~~$4 million related to a global workforce reorganization plan to improve our cost structure, $3 million related to the closure of Cooper Tire's Melksham, United Kingdom tire manufacturing facility ("Melksham"), $3 million related to the plan to streamline our EMEA distribution network, and various other plans to reduce headcount and improve operating efficiency.

9At September 30, 2024 and December 31, 2023, $358 million and $239 million were recorded in Other Current Liabilities in the Consolidated Balance Sheets, respectively.

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The following table shows net rationalization charges included in Income (Loss) before Income Taxes:

	Three Months Ended						~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
(In millions)	2024			2023			2024			2023
Current Year Plans
Associate Severance and Other Related Costs	$	136		$	68187		$	2329		$	75262
Other Exit Costs		1			—3			12			1316
Current Year Plans - Net Charges	$	147		$	68190		$	2431		$	88278
Prior Year Plans
Associate Severance and Other Related Costs	$	(911	)	$	(2	)	$	(819	)	$	2—
Other Exit Costs		1415			610			2540			1424
Prior Year Plans - Net Charges	$	54		$	48		$	1721		$	1624
Total Net Charges	$	1911		$	72198		$	4152		$	~~104~~302
Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs, net	$	4325		$	118		$	94119		$	1321

Substantially all of the new charges for the three and ~~six~~nine months ended ~~June~~September 30, 2024 and 2023 relate to future cash outflows. Net current year plan charges for the three months ended ~~June~~September 30, 2024 primarily relate to the ~~plan~~plans to ~~open~~reduce aSAG ~~new~~and ~~shared~~manufacturing ~~service center in Costa Rica~~headcount. Net current year plan charges for the ~~six~~nine months ended ~~June~~September 30, 2024 also include the plan to open a new shared service center in Costa Rica, and the closure of our tire manufacturing facility in Malaysia. Net current year plan charges for the three months ended ~~June~~September 30, 2023 primarily relate to the ~~plan~~rationalization toand ~~close~~workforce ~~Fulda~~reorganization plan in EMEA and the plan to ~~reduce~~improve ~~costs~~profitability ~~associated~~in ~~with~~Asia ~~our global operations and technology organization~~Pacific. Net current year plan charges for the ~~six~~nine months ended ~~June~~September 30, 2023 also include the plan to reduce production capacity at Fulda, the plan to streamline our EMEA distribution network, a plan to reduce costs associated with our global operations and ~~the~~technology organization, and a plan to reduce manufacturing staffing levels and capacity in EMEA.

Net prior year plan charges for the three months ended ~~June~~September 30, 2024 include $67 million related to the closures of Fulda and Fürstenwalde, $34 million related to the ~~closure~~workforce ofreorganization ~~Melksham, $2 million related to the~~ plan ~~to improve profitability~~ in ~~Australia and New Zealand~~EMEA, $2 million related to the ~~plan~~closure toof ~~streamline our EMEA distribution network~~Melksham, $1 million related to our closure of certain retail and warehouse locations in Americas, $1 million related to plans to reduce SAG headcount, $1 million related to the permanent closure of our Gadsden, Alabama tire manufacturing facility ("Gadsden"), and reversals of $12 million primarily related to voluntary attrition. Net prior year plan charges for the ~~six~~nine months ended ~~June~~September 30, 2024 include $815 million related to the closures of Fulda and Fürstenwalde, $79 million related to the closure of Melksham, $4 million related to the workforce reorganization plan in EMEA, $3 million related to the plan in Australia and New Zealand, $3 million related to the permanent closure of ~~our~~ Gadsden, ~~Alabama~~$3 ~~tire~~million ~~manufacturing~~related ~~facility~~to ~~("Gadsden")~~the closure of certain retail and warehouse locations in Americas, $2 million related to plans to reduce SAG headcount, $2 million related to the plan to streamline our EMEA distribution network, $21 million related to ~~the~~a ~~closure~~plan ~~of certain retail and warehouse locations~~ in ~~Americas~~South Africa, $1 million related to ~~plans~~the tointegration ~~reduce~~of ~~SAG~~Cooper ~~headcount~~Tire, and reversals of $1325 million primarily related to voluntary attrition. Net prior year plan charges for the three months ended ~~June~~September 30, 2023 include $43 million related to the closure of Melksham, $23 million related to the integration of Cooper Tire, $21 million related to a plan in South Africa, $1 million related to the permanent closure of Gadsden, and reversals of $41 million for actions no longer needed for their originally intended purpose. Net prior year plan charges for the ~~six~~nine months ended ~~June~~September 30, 2023 include $69 million related to the closure of Melksham, $47 million related to the integration of Cooper Tire, $5 million for various plans to reduce global SAG headcount, $4 million related to the ~~integration~~permanent closure of ~~Cooper Tire~~Gadsden, $32 million related to ~~the~~discontinued ~~permanent~~operations ~~closure~~in ~~of Gadsden~~Russia, $21 million related to ~~discontinued~~a ~~operations~~plan in ~~Russia~~South Africa, and reversals of $67 million for actions no longer needed for their originally intended purpose.

Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs for both the three and ~~six~~nine months ended ~~June~~September 30, 2024 primarily relate to plans to improve our cost structure through announced closures of our Fulda, Fürstenwalde and Malaysia tire manufacturing facilities, as well as the closure of a development center and warehouse in the U.S.

Asset write-offs (recoveries) and accelerated depreciation for the three months ended ~~June~~September 30, 2023 primarily relate to the integration of Cooper Tire and the closure of Melksham. Asset write-offs (recoveries) and accelerated depreciation for the ~~six~~nine months ended ~~June~~September 30, 2023 primarily relate to the integration of Cooper Tire and the closure of Melksham, partially offset by recoveries of previously written-off accounts receivable and other assets in Russia.

Ongoing rationalization plans had approximately $920 million in charges incurred prior to 2024 and have approximately $~~230~~200 million in expected charges to be incurred in future periods.

Approximately 750 associates will be released under plans initiated in 2024, of which approximately 50 were released through June 30, 2024. In the first six months of 2024, approximately 900 associates were released under plans initiated in prior years. Approximately 3,050 associates remain to be released under all ongoing rationalization plans.11

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Approximately 950 associates will be released under plans initiated in 2024, of which approximately 750 were released through September 30, 2024. In the first nine months of 2024, approximately 1,100 associates were released under plans initiated in prior years. Approximately 2,350 associates remain to be released under all ongoing rationalization plans.

NOTE 4. OTHER (INCOME) EXPENSE

	Three Months Ended						~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
(In millions)	2024			2023			2024			2023
Non-service related pension and other postretirement benefits cost	$	2722		$	6428		$	5072		$	93121
Financing fees and financial instruments expense		16			1715			3147			2944
Net foreign currency exchange (gains) losses		(4—	)		29(3	)		(3	)		4138
Interest income		(1214	)		(1821	)		(2741	)		(3455	)
General and product liability expense - discontinued products		2			12			46			35
Royalty income		(65	)		(115	)		(1116	)		(1823	)
Net (gains) losses on asset sales		(961	)		(606	)		(9495	)		(6268	)
Miscellaneous (income) expense		114			1411			822			920
	$	~~(72~~34	)	$	3621		$	(428	)	$	6182

Non-service related pension and other postretirement benefits cost consists primarily of the interest cost, expected return on plan assets and amortization components of net periodic cost, as well as curtailments and settlements which are not related to rationalization plans. Pension expense for the ~~six~~nine months ended ~~June~~September 30, 2024 includes a pension settlement credit of $5 million related to a premium refund on the purchase of a group annuity contract for the Cooper Tire U.S. Salaried defined benefit pension plan in 2023. Pension expense for the three and ~~six~~nine months ended ~~June~~September 30, 2023 includes pension settlement charges of $364 million and $40 million, respectively, related to total lump sum payments exceeding annual service and interest cost for certain non-U.S. plans and the termination of the Cooper Tire U.S. Salaried and Ireland defined benefit pension plans. For further information, refer to Note to the Consolidated Financial Statements No. 10, Pension, Savings and Other Postretirement Benefit Plans.

Net foreign currency exchange (gains) losses for the three and ~~six~~nine months ended ~~June~~September 30, 2023 include ~~losses~~a of $1716 million gain and a $193 million loss, respectively, related to the Turkish lira and losses of $1115 million and $1934 million, respectively, related to the Argentine peso.

~~Net~~Interest ~~gains~~income ~~on asset sales~~ for the three and ~~six~~nine months ended ~~June~~September 30, ~~2024~~2023 ~~include~~includes aninterest ~~$80~~income ~~million gain related to the sale of a distribution center~~ in ~~EMEA.~~Argentina Net gains on asset sales for the three and six months ended June 30, 2024 also include a $14 million gain related to a sale and leaseback transaction for a warehouse in Americas. Cash proceeds, which were received during the second quarter of ~~2024, related to the Americas transaction totaled~~ $1610 million. Leaseback terms for this location include a 4-year initial term with one 5-year renewal option. We have determined that it is not probable that we will exercise the renewal option. This transaction resulted in the recognition of Operating Lease Right-of-Use Assets totaling $6 million. Net gains on asset sales for the three and ~~six months ended June 30, 2023 include a~~ $5928 million ~~gain related to a sale and leaseback transaction for a warehouse in Americas. Cash proceeds~~, ~~which were received during the second quarter of 2023, related to this transaction totaled $66 million~~respectively. Leaseback terms for this location include a 5-year initial term with one 5-year renewal option. We have determined that it is not probable that we will exercise the renewal option. This transaction resulted in the recognition of Operating Lease Right-of-Use Assets totaling $24 million.

~~Miscellaneous~~Net ~~(income)~~gains ~~expense~~on asset sales for the ~~six~~nine months ended ~~June~~September 30, 2024 ~~includes~~include an $880 million ~~loss~~gain related to the sale of ~~receivables~~a distribution center in ~~Argentina.~~EMEA ~~Miscellaneous~~and ~~(income)~~a ~~expense~~$14 million gain related to a sale and leaseback transaction for a warehouse in Americas. Cash proceeds for the ~~three~~sale and ~~six~~leaseback ~~months~~transaction ~~ended~~in ~~June~~Americas 30totaled $16 million, ~~2023~~which ~~includes~~were ~~non-indemnified~~received ~~costs~~during ~~for~~the ~~product~~second ~~liability~~quarter ~~claims~~of ~~related~~2024. toLeaseback ~~products~~terms ~~manufactured~~for bythis location include a ~~formerly~~4-year ~~consolidated~~initial ~~joint~~term ~~venture~~with ~~entity~~one ~~totaling~~5-year $4renewal ~~million~~option. ~~and~~We ~~$15~~have ~~million,~~determined ~~respectively,~~that ~~and~~it ais ~~$10~~not ~~million~~probable ~~loss~~that ~~related~~we towill exercise the ~~sale~~renewal ofoption. aThis ~~receivable~~transaction resulted in ~~Argentina~~the recognition of Operating Lease Right-of-Use Assets totaling $6 million. ~~Miscellaneous~~Net ~~(income)~~gains ~~expense~~on asset sales for the ~~six~~nine months ended ~~June~~September 30, 2023 ~~also~~include ~~includes~~a $1159 million ofgain ~~income~~ related to a ~~favorable~~sale ~~court~~and ~~decision~~leaseback ~~setting~~transaction ~~aside~~for a ~~previous~~warehouse ~~unfavorable~~in ~~verdict~~Americas. onCash ~~intellectual~~proceeds, ~~property-related~~which ~~legal~~were ~~claims~~received ~~and~~during $5the ~~million~~second quarter of ~~income~~2023, related to ~~the~~this ~~write~~transaction totaled $66 million. Leaseback terms for this location include a 5-~~off~~year ofinitial ~~accumulated~~term ~~foreign~~with ~~currency~~one ~~translation~~5-year inrenewal ~~Russia~~option. We have determined it is not probable that we will exercise the renewal option. This transaction resulted in the recognition of Operating Lease Right-of-Use Assets totaling $24 million.

~~Other~~Miscellaneous (~~Income~~income) ~~Expense~~expense ~~also~~for the three and nine months ended September 30, 2024 includes ~~financing~~$11 ~~fees~~million ~~and~~of ~~financial~~transaction ~~instruments~~cost related to the sale of the OTR business. Miscellaneous (income) expense for the nine months ended September 30, ~~which~~2024 ~~consists~~also ofincludes ~~commitment~~an ~~fees~~$8 ~~and~~million ~~charges~~loss ~~incurred~~related into ~~connection~~the ~~with~~sale ~~financing~~of ~~transactions;~~receivables ~~interest~~in Argentina. Miscellaneous (income;) ~~general~~expense for the three and nine months ended September 30, 2023 includes non-indemnified costs for product liability ~~expense~~claims -related ~~discontinued~~to products manufactured by a formerly consolidated joint venture entity totaling $4 million and $19 million, ~~which~~respectively. ~~consists~~Miscellaneous of(income) ~~charges~~expense for ~~claims~~the ~~against~~nine usmonths ~~related~~ended ~~primarily~~September 30, 2023 also includes $11 million of income related to ~~asbestos~~a ~~personal~~favorable ~~injury~~court decision setting aside a previous unfavorable verdict on intellectual property related legal claims, ~~net~~$5 million of ~~probable~~income ~~insurance~~for ~~recoveries;~~the write-off of accumulated foreign currency translation related to our exited business in Russia and ~~royalty~~a ~~income~~$10 million loss related to the sale of a receivable in Argentina.

~~NOTE~~Other 5.(Income) ~~INCOME~~Expense ~~TAXES~~also includes financing fees and financial instruments expense, which consists of commitment fees and charges incurred in connection with financing transactions; general and product liability expense - discontinued products, which consists of charges for claims against us related primarily to asbestos personal injury claims, net of probable insurance recoveries; and royalty income.

For the second quarter of 2024, we recorded income tax expense of $60 million on income before income taxes of $140 million. For the first six months of 2024, we recorded income tax expense of $66 million on income before income taxes of $88 million. Income tax expense for the six months ended June 30, 2024 includes a net discrete tax benefit of $1 million.12

For the second quarter of 2023, we recorded an income tax benefit of $2 million on a loss before income taxes of $210 million. For the first six months of 2023, we recorded an income tax benefit of $3 million on loss before income taxes of $310 million. Income tax benefit for the three and six months ended June 30, 2023 includes net discrete tax expense of $2 million and $3 million, respectively.

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WeNOTE ~~record taxes based on overall estimated annual effective tax rates~~5. ~~The~~INCOME difference between our effective tax rate and the U.S. statutory rate of 21% for the three and six months ended June 30, 2024 and three and six months ended June 30, 2023 primarily relates to losses in foreign jurisdictions in which no tax benefits are recorded and the discrete items noted above.TAXES

For the third quarter of 2024, we recorded income tax expense of $9 million on a loss before income taxes of $25 million. For the first nine months of 2024, we recorded income tax expense of $75 million on income before income taxes of $63 million. Income tax expense for the three and nine months ended September 30, 2024 includes net discrete tax expense of $7 million and $6 million, respectively.

For the third quarter of 2023, we recorded income tax expense of $25 million on a loss before income taxes of $59 million. For the first nine months of 2023, we recorded income tax expense of $22 million on a loss before income taxes of $369 million. Income tax expense for the three and nine months ended September 30, 2023 includes net discrete tax benefit of $8 million and $5 million, respectively.

We record taxes based on overall estimated annual effective tax rates. The difference between our effective tax rate and the U.S. statutory rate of 21% for the three and nine months ended September 30, 2024 and three and nine months ended September 30, 2023 primarily relates to losses in foreign jurisdictions in which no tax benefits are recorded and the discrete items noted above.

The Organisation for Economic Co-operation and Development (OECD) have published the Pillar Two model rules which adopt a global corporate minimum tax of 15% for multinational enterprises with average revenue in excess of €750 million. Certain jurisdictions in which we operate enacted legislation consistent with one or more of the OECD Pillar Two model rules effective in 2024. The model rules include minimum domestic top-up taxes, income inclusion rules, and undertaxed profit rules all aimed to ensure that multinational corporations pay a minimum effective corporate tax rate of 15% in each jurisdiction in which they operate. We do not expect the Pillar Two model rules to materially impact our annual effective tax rate in 2024. However, we are continuing to evaluate the Pillar Two model rules and related legislation and their potential impact on future periods.

We consider both positive and negative evidence when measuring the need for a valuation allowance. The weight given to the evidence is commensurate with the extent to which it may be objectively verified. Current and cumulative financial reporting results are a source of objectively verifiable evidence. We give operating results during the most recent three-year period a significant weight in our analysis. We typically only consider forecasts of future profitability when positive cumulative operating results exist in the most recent three-year period. We perform scheduling exercises to determine if sufficient taxable income of the appropriate character exists in the periods required in order to realize our deferred tax assets with limited lives (such as tax loss carryforwards and tax credits) prior to their expiration. We also consider prudent tax planning strategies (including an assessment of their feasibility) to accelerate taxable income if required to utilize expiring deferred tax assets. A valuation allowance is not required to the extent that, in our judgment, positive evidence exists with a magnitude and duration sufficient to result in a conclusion that it is more likely than not that our deferred tax assets will be realized.

At ~~June~~September 30, 2024 and December 31, 2023, we had approximately $1.3 billion and $1.2 billion of U.S. federal, state and local net deferred tax assets, respectively, inclusive of valuation allowances totaling $29 million and $22 million, respectively, in each period, primarily for state tax loss carryforwards with limited lives. As of ~~June~~September 30, 2024, approximately $1.1 billion of these U.S. net deferred tax assets had unlimited lives and approximately $200 million had limited lives, including $22 million of foreign tax credits, and the majority do not start to expire until ~~2031~~2030. As of December 31, 2023, approximately $1.0 billion of these U.S. net deferred tax assets had unlimited lives and approximately $200 million had limited lives, including $22 million of foreign tax credits, and the majority do not start to expire until ~~2031~~2030. In the U.S., as of December 31, 2023, we emerged from a three-year cumulative loss which was driven by business disruptions created by the COVID-19 pandemic. Our U.S. cumulative income for the three-years ended ~~June~~September 30, 2024 is primarily a result of gains from other comprehensive income rather than consistently profitable U.S. operating results. Our U.S. operating results for the first ~~six~~nine months of 2024 have shown improvement when compared to the first ~~six~~nine months of 2023.

In assessing our ability to utilize our net deferred tax assets, we primarily consider objectively verifiable evidence, including the improvement of our U.S. operating results during the first ~~half~~nine months of 2024 as a result of lower raw material and transportation costs and benefits from the Goodyear Forward plan compared to the first ~~half~~nine months of 2023. In addition, we consider our current forecasts of future profitability in assessing our ability to realize our deferred tax assets as well as the impact of tax planning strategies. These forecasts include the impact of recent trends and various macroeconomic factors such as the impact of raw material, transportation, labor and energy costs on our profitability. Our tax planning strategies include accelerating income on cross border transactions, including sales of inventory or raw materials to our subsidiaries, reducing U.S. interest expense by, for example, reducing intercompany loans through repatriating current year earnings of foreign subsidiaries, repatriation of certain foreign royalty income, and other financing transactions, all of which would increase our domestic profitability.

We believe our improvement in U.S. operating results for the ~~six~~nine months ended ~~June~~September 30, 2024 compared to the ~~six~~nine months ended ~~June~~September 30, 2023, as well as forecasts of future profitability, provide us sufficient positive evidence to conclude that it is more likely than not that, at ~~June~~September 30, 2024, our U.S. net deferred tax assets will be fully utilized. However, macroeconomic factors such as raw material, transportation, labor and energy costs possess a high degree of volatility and can significantly impact our profitability. In addition, certain tax provisions, such as the annual interest expense limitation under Section 163(j) of the Internal Revenue Code of 1986, if amended, could impact our analysis of the realizability of our U.S. deferred tax assets. If our U.S. operating results significantly decline in the future, we may need to record a valuation allowance which could adversely impact our operating results. As such, we will closely monitor our U.S. operations as well as any tax law changes to assess the realizability of our U.S. deferred tax assets.

At June 30, 2024 and December 31, 2023, we also had approximately $1.5 billion of foreign net deferred tax assets and related valuation allowances of approximately $1.3 billion and $1.2 billion, respectively. Our losses in various foreign taxing jurisdictions in recent periods represented sufficient negative evidence to require us to maintain a full valuation allowance against certain of these net foreign deferred tax assets. Most notably, in Luxembourg, we maintain a valuation allowance of approximately $1.0 billion on all of our net deferred tax assets. Each reporting period, we assess available positive and negative evidence and estimate if sufficient future taxable income will be generated to utilize these existing deferred tax assets. We do not 13

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~~believe~~significantly ~~that~~impact ~~sufficient~~our ~~positive~~profitability. ~~evidence~~In ~~required~~addition, tocertain ~~release~~tax ~~valuation~~provisions, ~~allowances~~such onas the annual interest expense limitation under Section 163(j) of the Internal Revenue Code of 1986, if amended, could impact our ~~foreign~~analysis of the realizability of our U.S. deferred tax assets. ~~having~~If our U.S. operating results significantly decline in the future, we may need to record a ~~significant~~valuation ~~impact~~allowance onwhich ~~our~~could ~~financial~~adversely ~~position~~impact orour operating results. ofAs ~~operations~~such, we will ~~exist~~closely ~~within~~monitor our U.S. operations as well as any tax law changes to assess the ~~next~~realizability ~~twelve~~of ~~months~~our U.S. deferred tax assets.

~~For~~At ~~the~~September ~~six~~30, ~~months~~2024 ~~ended~~and ~~June~~December 3031, ~~2024~~2023, ~~changes~~we also had approximately $1.6 billion and $1.5 billion of foreign net deferred tax assets, respectively, and related valuation allowances of approximately $1.3 billion and $1.2 billion, respectively. Our losses in various foreign taxing jurisdictions in recent periods represented sufficient negative evidence to require us to maintain a full valuation allowance against certain of these net foreign deferred tax assets. Most notably, in Luxembourg, we maintain a valuation allowance of approximately $1.1 billion on all of our ~~unrecognized~~net deferred tax ~~benefits~~assets. ~~did~~Each ~~not~~reporting period, we assess available positive and ~~for~~negative ~~the~~evidence ~~full~~and ~~year~~estimate ofif ~~2024~~sufficient ~~are~~future taxable income will be generated to utilize these existing deferred tax assets. We do not ~~expected~~believe that sufficient positive evidence required to, ~~have~~release valuation allowances on our foreign deferred tax assets having a significant impact on our financial position or results of operations will exist within the next twelve months.

For the nine months ended September 30, 2024, changes to our unrecognized tax benefits did not, and for the full year of 2024 are not expected to, have a significant impact on our financial position or results of operations.

We are open to examination in the United States from 2021 onward and in Germany from 2018 onward. Generally, for our remaining tax jurisdictions, years from 2019 onward are still open to examination.

NOTE 6. EARNINGS PER SHARE

Basic earnings per share are computed based on the weighted average number of common shares outstanding. Diluted earnings per share are calculated to reflect the potential dilution that could occur if securities or other contracts were exercised or converted into common stock.

Basic and diluted earnings per common share are calculated as follows:

	Three Months Ended						~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
(In millions, except per share amounts)	2024			2023			2024			2023
Earnings (loss) per share — basic:
Goodyear net income (loss)	$	85(34	)	$	(~~208~~89	)	$	28(6	)	$	(~~309~~398	)
Weighted average shares outstanding		287			285			286			285
Earnings (loss) per common share — basic	$	(0.3012	)	$	(0.7331	)	$	(0.1002	)	$	(1.0840	)
Earnings (loss) per share — diluted:
Goodyear net income (loss)	$	85(34	)	$	(~~208~~89	)	$	28(6	)	$	(~~309~~398	)
Weighted average shares outstanding		287			285			286			285
Dilutive effect of stock options and other dilutive securities		1—			—			2—			—
Weighted average shares outstanding — diluted		~~288~~287			285			~~288~~286			285
Earnings (loss) per common share — diluted	$	(0.3012	)	$	(0.7331	)	$	(0.1002	)	$	(1.0840	)

Weighted average shares outstanding — diluted for the three and ~~six~~nine months ended ~~June~~September 30, 2024 excludes the dilutive effect of approximately 1 million and 2 million equivalent shares, respectively, and for both the three and ~~six~~nine months ended ~~June~~September 30, 2023 excludes the dilutive effect of approximately 2 million equivalent shares, related primarily to options with exercise prices ~~greater~~less than the average market price of our common shares (i.e., "~~underwater~~in-the-money" options) and unvested restricted stock units, as their inclusion would have been anti-dilutive due to the Goodyear net loss. Additionally, weighted average shares outstanding — diluted for the three and ~~six~~nine months ended ~~June~~September 30, ~~2023~~2024 excludes ~~the dilutive effect of~~ approximately 24 million equivalent shares and 1 million equivalent shares, respectively, ~~related~~and, ~~primarily~~for both the three and nine months ended September 30, 2023, excludes approximately 2 million equivalent shares related to options with exercise prices ~~less~~greater than the average market price of our common shares (i.e., "~~in-the-money~~underwater" options)~~, as their inclusion would have been anti-dilutive due to the Goodyear net loss~~.

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NOTE 7. BUSINESS SEGMENTS

	Three Months Ended						~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
(In millions)	2024			2023			2024			2023
Sales:
Americas	$	2,~~697~~858		$	23,~~939~~120		$	58,~~285~~143		$	58,~~806~~926
Europe, Middle East and Africa		1,~~279~~348			1,~~341~~374			23,~~626~~974			24,~~833~~207
Asia Pacific		~~594~~618			~~587~~648			1,~~196~~814			1,~~169~~817
Net Sales	$	4,~~570~~824		$	45,~~867~~142		$	913,~~107~~931		$	914,~~808~~950
Segment Operating Income:
Americas	$	~~241~~251		$	~~103~~258		$	~~420~~671		$	~~182~~440
Europe, Middle East and Africa		3524			~~(19~~22	)		4367			(11	)
Asia Pacific		6372			4056			~~123~~195			78134
Total Segment Operating Income	$	~~339~~347		$	~~124~~336		$	~~586~~933		$	~~249~~585
Less:
Rationalizations (Note 3)	$	19		$	72		$	41		$	104
Intangible Asset Impairment (Note 1)	$	125		$	—		$	125		$	—
Interest expense		130			138			256			265
Rationalizations (Note 3)		11			198			52			302
Other (income) expense (Note 4)		(72	)		36			(42	)		61
Interest expense		135			138			391			403
Asset write-offs (recoveries), accelerated depreciation,and accelerated lease costs, net (Note 3)		43			11			94			13
Other (income) expense (Note 4)		34			21			(8	)		82
Corporate incentive compensation plans		15			21			36			41
Asset write-offs (recoveries), accelerated depreciation,and accelerated lease costs, net (Note 3)		25			8			119			21
Retained expenses of divested operations		3			4			8			8
Corporate incentive compensation plans		14			2			50			43
Other(1)		61			52			105			67
Retained expenses of divested operations		3			2			11			10
Income (Loss) before Income Taxes	$	140		$	(210	)	$	88		$	(310	)
Other(1)		25			26			130			93
Income (Loss) before Income Taxes	$	(25	)	$	(59	)	$	63		$	(369	)

(1)

Other for the three and ~~six~~nine months ended ~~June~~September 30, 2024 includes $4014 million and $6781 million, respectively, of costs related to the Goodyear Forward plan, primarily related to third-party advisory, legal and consulting fees and costs associated with planned asset sales. Other for the three and ~~six~~nine months ended ~~June~~September 30, 2023 includes $148 million related to the insurance deductible for the ~~severe~~fire ~~weather~~in ~~event~~Debica, Poland. Other for the nine months ended September 30, 2023 also includes $14 million related to the insurance deductible for the tornado in Tupelo, Mississippi.

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Rationalizations and asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs, as described in Note to the Consolidated Financial Statements No. 3, Costs Associated with Rationalization Programs, and net (gains) losses on asset sales, as described in Note to the Consolidated Financial Statements No. 4, Other (Income) Expense, were not charged to the strategic business units ("SBUs") for performance evaluation purposes but were attributable to the SBUs as follows:

	Three Months Ended						~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
(In millions)	2024			2023			2024			2023
Rationalizations:
Americas	$	115		$	34		$	1520		$	812
Europe, Middle East and Africa		3(2	)		64139			108			88227
Asia Pacific		21			—20			1314			323
Total Segment Rationalizations	$	164		$	67163		$	3842		$	99262
Corporate		37			535			310			540
Total Rationalizations	$	1911		$	72198		$	4152		$	~~104~~302
Net (Gains) Losses on Asset Sales:
Americas	$	~~(14~~—	)	$	(606	)	$	(14	)	$	(6268	)
Europe, Middle East and Africa		~~(82~~—	)		—			(80	)		—
Total Segment Net (Gains) Losses on Asset Sales	$	(96	)	$	(60	)	$	(94	)	$	(62	)
Asia Pacific		(1	)		—			(1	)		—
Total Segment Net (Gains) Losses on Asset Sales	$	(1	)	$	(6	)	$	(95	)	$	(68	)
Asset Write-offs (Recoveries), Accelerated Depreciation, and Accelerated Lease Costs, net:
Americas	$	21		$	73		$	1011		$	1518
Europe, Middle East and Africa		17			45			3350			(23	)
Asia Pacific		247			—			3137			—
Total Segment Asset Write-offs (Recoveries), Accelerated Depreciation, and Accelerated Lease Costs, net	$	4325		$	118		$	7498		$	1321
Corporate		—			—			2021			—
Total Asset Write-offs (Recoveries), Accelerated Depreciation, and Accelerated Lease Costs, net	$	4325		$	118		$	94119		$	1321

NOTE 8. FINANCING ARRANGEMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS

At ~~June~~September 30, 2024, we had total credit arrangements of $11,~~707~~496 million, of which $32,~~227~~508 million were unused. At that date, approximately 2633% of our debt was at variable interest rates averaging 76.1671%.

Notes Payable and Overdrafts, Long Term Debt and Finance Leases due Within One Year and Short Term Financing Arrangements

At ~~June~~September 30, 2024, we had short term committed and uncommitted credit arrangements totaling $~~907~~916 million, of which $~~403~~291 million were unused. These arrangements are available primarily to certain of our foreign subsidiaries through various banks at quoted market interest rates.

The following table presents amounts due within one year:

	June 30,			December 31,
	September 30,			December 31,
(In millions)	2024			2023
Chinese credit facilities	$	84116		$	15
Other foreign and domestic debt		~~378~~471			329
Notes Payable and Overdrafts	$	~~462~~587		$	344
Weighted average interest rate		7.6937	%		10.52	%
Chinese credit facilities	$	~~127~~111		$	54
9.50% Notes due 2025		~~800~~500			—
Other foreign and domestic debt (including finance leases)		~~255~~402			395
Long Term Debt and Finance Leases due Within One Year	$	1,~~182~~013		$	449
Weighted average interest rate		8.7001	%		7.27	%
Total obligations due within one year	$	1,~~644~~600		$	793

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Long Term Debt and Finance Leases and Financing Arrangements

At ~~June~~September 30, 2024, we had long term credit arrangements totaling $10,~~800~~580 million, of which $2,~~824~~217 million were unused.

The following table presents long term debt and finance leases, net of unamortized discounts, and interest rates:

	June 30, 2024						December 31, 2023
	September 30, 2024						December 31, 2023
				Interest						Interest
(In millions)	Amount			Rate			Amount			Rate
Notes:
9.5% due 2025	$	~~801~~500					$	801
5% due 2026		900						900
4.875% due 2027		700						700
7.625% due 2027		~~126~~125						128
7% due 2028		150						150
2.75% Euro Notes due 2028		~~428~~448						442
5% due 2029		850						850
5.25% due April 2031		550						550
5.25% due July 2031		600						600
5.625% due 2033		450						450
Credit Facilities:
First lien revolving credit facility due 2026		~~815~~1,140			6.5809	%		385			6.71	%
European revolving credit facility due 2028		~~241~~537			54.1294	%		—			—
Pan-European accounts receivable facility		~~204~~231			5.6754	%		244			6.11	%
Mexican credit facility		200			7.37	%		84			7.57	%
Chinese credit facilities		~~181~~189			2.5083	%		174			3.94	%
Other foreign and domestic debt(1)		~~587~~638			76.1590	%		591			7.44	%
		7,783						7,049
		8,208						7,049
Unamortized deferred financing fees		(3234	)					(37	)
		7,751						7,012
		8,174						7,012
Finance lease obligations(2)		~~263~~267						268
		8,014						7,280
		8,441						7,280
Less portion due within one year		(1,~~182~~013	)					(449	)
	$	67,~~832~~428					$	6,831

(1)

Interest rates are weighted average interest rates primarily related to various foreign credit facilities with customary terms and conditions.

(2)

Includes $12 million of non-cash financing additions during the ~~six~~nine months ended ~~June~~September 30, 2024, and $17 million of non-cash financing additions during the twelve months ended December 31, 2023.

NOTES

At ~~June~~September 30, 2024, we had $5,~~555~~273 million of outstanding notes, compared to $5,571 million at December 31, 2023.

On ~~July~~August 237, 2024, we(the ~~called~~“Redemption ~~for~~Date”), ~~redemption~~we ofredeemed $300 million in aggregate principal amount of our outstanding 9.5% Senior Notes due 2025 ~~on August 7, 2024 (the “Redemption Date”)~~. The redemption price ~~will~~was be equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date.

CREDIT FACILITIES

$2.75 billion Amended and Restated First Lien Revolving Credit Facility due 2026

Our amended and restated first lien revolving credit facility matures on June 8, 2026 and is available in the form of loans or letters of credit. Up to $800 million in letters of credit and $50 million of swingline loans are available for issuance under the facility. Subject to the consent of the lenders whose commitments are to be increased, we may request that the facility be increased by up to $250 million.

Our obligations under the facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries. Our obligations under the facility and our subsidiaries' obligations under the related guarantees are secured by first priority security interests in a variety of collateral. Availability under the facility is subject to a borrowing base, which is based on (i) eligible accounts receivable and inventory of The Goodyear Tire & Rubber Company and certain of its U.S. and Canadian subsidiaries, (ii) the value of our principal trademarks in an amount not to exceed $400 million, (iii) the value of eligible machinery and equipment, and (iv) certain cash in an amount not to exceed $275 million. To the extent that our eligible accounts receivable, inventory and other components of the borrowing base decline in value, our borrowing base will decrease and the availability under the facility

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~~other components of the borrowing base decline in value, our borrowing base will decrease and the availability under the facility~~ may decrease below $2.75 billion. As of ~~June~~September 30, 2024, our borrowing base was above the facility's stated amount of $2.75 billion.

The facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition since December 31, 2020. The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.

If Available Cash (as defined in the facility) plus the availability under the facility is greater than $750 million, amounts drawn under the facility will bear interest, at our option, at (i) 125 basis points over SOFR or (ii) 25 basis points over an alternate base rate (the higher of (a) the prime rate, (b) the federal funds effective rate or the overnight bank funding rate plus 50 basis points or (c) SOFR for a one month interest period plus 100 basis points). If Available Cash plus the availability under the facility is equal to or less than $750 million, then amounts drawn under the facility will bear interest, at our option, at (i) 150 basis points over SOFR or (ii) 50 basis points over an alternate base rate. Based on our current liquidity, amounts drawn under this facility bear interest at SOFR plus 125 basis points. Undrawn amounts under the facility are subject to an annual commitment fee of 25 basis points.

At ~~June~~September 30, 2024, we had $~~815~~1,140 million of borrowings and $1 million of letters of credit issued under the revolving credit facility. At December 31, 2023, we had $385 million of borrowings and $1 million of letters of credit issued under the revolving credit facility.

€800 million Amended and Restated Senior Secured European Revolving Credit Facility due 2028

The European revolving credit facility matures on January 14, 2028 and consists of (i) a €180 million German tranche that is available only to Goodyear Germany GmbH and (ii) a €620 million all-borrower tranche that is available to Goodyear Europe B.V. ("GEBV"), Goodyear Germany and Goodyear Operations S.A. Up to €175 million of swingline loans and €75 million in letters of credit are available for issuance under the all-borrower tranche. Subject to the consent of the lenders whose commitments are to be increased, we may request that the facility be increased by up to €200 million. Amounts drawn under this facility will bear interest at SOFR plus 150 basis points for loans denominated in U.S. dollars, EURIBOR plus 150 basis points for loans denominated in euros, and SONIA plus 150 basis points for loans denominated in pounds sterling. Undrawn amounts under the facility are subject to an annual commitment fee of 25 basis points.

GEBV and certain of its subsidiaries in the United Kingdom, Luxembourg, France and Germany provide guarantees to support the facility. The German guarantors secure the German tranche on a first-lien basis and the all-borrower tranche on a second-lien basis. GEBV and its other subsidiaries that provide guarantees secure the all-borrower tranche on a first-lien basis and generally do not provide collateral support for the German tranche. The Company and its U.S. and Canadian subsidiaries that guarantee our U.S. first lien revolving credit facility described above also provide unsecured guarantees in support of the facility.

The facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition since December 31, 2021. The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.

At ~~June~~September 30, 2024, there were no$201 million (€180 million) of borrowings outstanding under the German tranche, $~~241~~336 million (€~~225~~300 million) of borrowings outstanding under the all-borrower tranche and no letters of credit outstanding under the European revolving credit facility. At December 31, 2023, we had no borrowings and no letters of credit outstanding under the European revolving credit facility.

Potential Future Financings

On July 22, 2024, we entered into a commitment letter (the “Commitment Letter”) to provide us a 364-day senior unsecured committed credit facility in an aggregate principal amount not to exceed $500 million (the “Committed Credit Facility”). If drawn, borrowings under the Committed Credit Facility would be required to be used solely to redeem our remaining outstanding 9.5% Senior Notes Due 2025 (the “9.5% Notes”) ~~that would remain outstanding subsequent to the partial redemption of $300 million of the Notes~~.

Prior to any funding under the Committed Credit Facility, the aggregate commitments under the Commitment Letter for the Committed Credit Facility would be reduced by the amount of any proceeds received by us in respect of certain asset sales and by the amount of any 9.5% Notes redeemed, repurchased or otherwise repaid by us after the date of the Commitment Letter (other than the partial redemption of $300 million of the 9.5% Notes that occurred on August 7, 2024). The commitments of the lenders under the Commitment Letter are subject to the execution and delivery of definitive documentation with respect to the Committed Credit Facility and other customary conditions. The Commitment Letter will terminate on the earliest of (i) the redemption, repurchase or other repayment of all of the 9.5% Notes without the funding of the Committed Credit Facility, (ii) the execution and delivery of the Committed Credit Facility, (iii) our election to terminate the Commitment Letter, or (iv) June 2, 2025 (the final payment date for the 9.5% Notes).

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Accounts Receivable Securitization Facilities (On-Balance Sheet)

GEBV and certain other of our European subsidiaries are parties to a pan-European accounts receivable securitization facility that expires in 2027. The terms of the facility provide the flexibility to designate annually the maximum amount of funding available under the facility in an amount of not less than €30 million and not more than €450 million. For the period from October 19, 2023 through October 16, 2024, the designated maximum amount of the facility iswas €300 million. For the period from October 17, 2024 through October 16, 2025, the designated maximum amount of the facility will remain €300 million.

The facility involves an ongoing daily sale of substantially all of the trade accounts receivable of certain GEBV subsidiaries. These subsidiaries retain servicing responsibilities. Utilization under this facility is based on eligible receivable balances.

The funding commitments under the facility will expire upon the earliest to occur of: (a) October 19, 2027, (b) the non-renewal and expiration (without substitution) of all of the back-up liquidity commitments, (c) the early termination of the facility according to its terms (generally upon an Early Amortisation Event (as defined in the facility), which includes, among other things, events similar to the events of default under our first lien revolving credit facility; certain tax law changes; or certain changes to law, regulation or accounting standards), or (d) our request for early termination of the facility. The facility’s current back-up liquidity commitments will expire on October 16, ~~2024~~2025.

At ~~June~~September 30, 2024, the amounts available and utilized under this program totaled $~~204~~231 million (€~~190~~207 million). At December 31, 2023, the amounts available and utilized under this program totaled $244 million (€221 million). The program does not qualify for sale accounting, and accordingly, these amounts are included in Long Term Debt and Finance Leases.

For a description of the collateral securing the credit facilities described above as well as the covenants applicable to them, refer to Note to the Consolidated Financial Statements No. 16, Financing Arrangements and Derivative Financial Instruments, in our 2023 Form 10-K.

Accounts Receivable Factoring Facilities (Off-Balance Sheet)

We have sold certain of our trade receivables under off-balance sheet programs. For these programs, we have concluded that there is generally no risk of loss to us from non-payment of the sold receivables. At ~~June~~September 30, 2024, the gross amount of receivables sold was $~~656~~631 million, compared to $693 million at December 31, 2023.

Supplier Financing

We have entered into supplier finance programs with several financial institutions. Under these programs, the financial institutions act as our paying agents with respect to accounts payable due to our suppliers. We agree to pay the financial institutions the stated amount of the confirmed invoices from the designated suppliers on the original due dates of the invoices. Invoice payment terms can be up to 120 days based on industry norms for the specific item purchased. We do not pay any fees to the financial institutions and we do not pledge any assets as security or provide other forms of guarantees for these programs. These programs allow our suppliers to sell their receivables to the financial institutions at the sole discretion of the suppliers and the financial institutions on terms that are negotiated among them. We are not always notified when our suppliers sell receivables under these programs. Our obligations to our suppliers, including the amounts due and scheduled payment dates, are not impacted by our suppliers’ decisions to sell their receivables under these programs. The amounts available under these programs were $~~841~~852 million and $892 million at ~~June~~September 30, 2024 and December 31, 2023, respectively. The amounts confirmed to the financial institutions were $~~672~~606 million and $580 million at ~~June~~September 30, 2024 and December 31, 2023, respectively, and are included in Accounts Payable — Trade in our Consolidated Balance Sheets. All activity related to these obligations is presented within operating activities on the Consolidated Statements of Cash Flows.

Other Foreign Credit Facilities

A Mexican subsidiary and a U.S. subsidiary have a revolving credit facility in Mexico. At ~~June~~September 30, 2024, the amounts available and utilized under this facility were $200 million. At December 31, 2023, the amounts available and utilized under this facility were $200 million and $84 million, respectively. The facility matures on November 22, 2026, has covenants relating to the Mexican and U.S. subsidiaries and has customary representations and warranties and defaults relating to the Mexican and U.S. subsidiaries' ability to perform their respective obligations under the facility.

Our Chinese subsidiaries have several financing arrangements in China. These facilities contain covenants relating to these Chinese subsidiaries and have customary representations and warranties and defaults relating to these Chinese subsidiaries' ability to perform their respective obligations under these facilities. These facilities are also available for other off-balance sheet utilization, such as letters of credit and bank acceptances.

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The following table presents the total amounts available and utilized under the Chinese financing arrangements:

	June 30,		December 31,
	September 30,		December 31,
(In millions)	2024		2023
Total available	$	~~964~~828	$	937
Amounts utilized:
Notes Payable and Overdrafts	$	84116	$	15
Long Term Debt due Within One Year		~~127~~111		54
Long Term Debt		5478		120
Letters of credit, bank acceptances and other utilization		~~224~~182		91
Total utilized	$	~~489~~487	$	280
Maturities	710/24-8/28		2/24-8/28

Certain of these facilities can only be used to finance the expansion of ~~one of~~ our manufacturing facilities in China and the unused ~~amount~~amounts available under these facilities ~~was~~were $32 million and $93 million at ~~both~~September ~~June~~ 30, 2024 and December 31, 2023, respectively.

DERIVATIVE FINANCIAL INSTRUMENTS

We utilize derivative financial instrument contracts and nonderivative instruments to manage interest rate, foreign exchange and commodity price risks. We have established a control environment that includes policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. We do not hold or issue derivative financial instruments for trading purposes.

Foreign Currency Contracts

We enter into foreign currency contracts in order to manage the impact of changes in foreign exchange rates on our consolidated results of operations and future foreign currency-denominated cash flows. These contracts may be used to reduce exposure to currency movements affecting existing foreign currency-denominated assets, liabilities, firm commitments and forecasted transactions resulting primarily from trade purchases and sales, equipment acquisitions, intercompany loans and royalty agreements. Contracts hedging short term trade receivables and payables normally have no hedging designation.

The following table presents the fair values for foreign currency hedge contracts that do not meet the criteria to be accounted for as cash flow hedging instruments:

	June 30,			December 31,
	September 30,			December 31,
(In millions)	2024			2023
Fair Values — Current asset (liability):
Accounts receivable	$	214		$	2
Other current liabilities		(920	)		(27	)

At ~~June~~September 30, 2024 and December 31, 2023, these outstanding foreign currency derivatives had notional amounts of $1,~~775~~710 million and $1,930 million, respectively, and were primarily related to intercompany loans. Other (Income) Expense included net transaction ~~gains~~losses on derivatives of $1035 million for three months ended September 30, 2024 and net transaction gains of $4511 million for the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2024. Other (Income) Expense included net transaction gains on derivatives of $626 million and $430 million for the three and ~~six~~nine months ended ~~June~~September 30, 2023, respectively. These amounts were substantially offset in Other (Income) Expense by the effect of changing exchange rates on the underlying currency exposures.

The following table presents fair values for foreign currency hedge contracts that meet the criteria to be accounted for as cash flow hedging instruments:

	June 30,		December 31,
	September 30,		December 31,
(In millions)	2024		2023
Fair Values — Current asset (liability):
Accounts receivable	$	—	$	—
Other current liabilities		—		(2	)

AtAs ~~June~~of September 30, 2024, ~~and~~no such foreign currency derivatives were outstanding. At December 31, 2023, ~~these~~the outstanding foreign currency derivatives had no notional ~~amount~~amounts ~~and~~of $27 million, ~~respectively,~~ and primarily related to U.S. dollar denominated intercompany transactions. Based on our current forecasts, we believe that it is probable that the underlying hedge transactions will occur within an appropriate time frame in order to continue to qualify for cash flow hedge accounting treatment.

We enter into master netting agreements with counterparties. The amounts eligible for offset under the master netting agreements are not material and we have elected a gross presentation of foreign currency contracts in the Consolidated Balance Sheets.

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The following table presents the classification of changes in fair values of foreign currency contracts that meet the criteria to be accounted for as cash flow hedging instruments (before tax and minority):

	Three Months Ended					~~Six~~Nine Months Ended
	June 30,					June 30,
	September 30,					September 30,
(In millions)	2024		2023			2024		2023
Amount of gains (losses) deferred to Accumulated Other Comprehensive Loss ("AOCL")	$	—	$	(2—	)	$	—	$	(4	)
Reclassification adjustment for amounts recognized in Cost of Goods Sold ("CGS")		—		—1			1		—1

No net deferred losses at ~~June~~September 30, 2024 are expected to be reclassified to earnings within the next twelve months.

The counterparties to our foreign currency contracts were considered by us to be substantial and creditworthy financial institutions that were recognized market makers at the time we entered into those contracts. We seek to control our credit exposure to these counterparties by diversifying across multiple counterparties, by setting counterparty credit limits based on long term credit ratings and other indicators of counterparty credit risk such as credit default swap spreads and default probabilities, and by monitoring the financial strength of these counterparties on a regular basis. We also enter into master netting agreements with counterparties when possible. By controlling and monitoring exposure to counterparties in this manner, we believe that we effectively manage the risk of loss due to nonperformance by a counterparty. However, the inability of a counterparty to fulfill its contractual obligations to us could have a material adverse effect on our liquidity, financial position or results of operations in the period in which it occurs.

NOTE 9. FAIR VALUE MEASUREMENTS

The following table presents information about assets and liabilities recorded at fair value on the Consolidated Balance Sheets at ~~June~~September 30, 2024 and December 31, 2023:

	Total Carrying Value in the Consolidated Balance Sheets				Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)				Significant OtherObservable Inputs(Level 2)				Significant Unobservable Inputs (Level 3)
(In millions)	2024		2023		2024		2023		2024		2023		2024		2023
Assets:
Investments	$	2016	$	19	$	2016	$	19	$	—	$	—	$	—	$	—
Foreign Exchange Contracts		214		2		—		—		214		2		—		—
Total Assets at Fair Value	$	4120	$	21	$	2016	$	19	$	214	$	2	$	—	$	—
Liabilities:
Foreign Exchange Contracts	$	920	$	29	$	—	$	—	$	920	$	29	$	—	$	—
Total Liabilities at Fair Value	$	920	$	29	$	—	$	—	$	920	$	29	$	—	$	—

The following table presents supplemental fair value information about long term fixed rate and variable rate debt, excluding finance leases, at ~~June~~September 30, 2024 and December 31, 2023:

	June 30,		December 31,
	September 30,		December 31,
(In millions)	2024		2023
Fixed Rate Debt:(1)
Carrying amount — liability	$	5,~~716~~438	$	5,720
Fair value — liability		5,~~459~~165		5,488
Variable Rate Debt:(1)
Carrying amount — liability	$	2,~~034~~733	$	1,292
Fair value — liability		12,~~998~~662		1,286

(1)

Excludes Notes Payable and Overdrafts of $~~462~~587 million and $344 million at ~~June~~September 30, 2024 and December 31, 2023, respectively, of which $~~251~~327 million and $111 million, respectively, are at fixed rates and $~~211~~260 million and $233 million, respectively, are at variable rates. The carrying value of Notes Payable and Overdrafts approximates fair value due to the short term nature of the facilities.

20Long term debt with fair values of $4,970 million and $5,301 million at September 30, 2024 and December 31, 2023, respectively, were estimated using quoted Level 1 market prices. The carrying value of the remaining debt was based upon internal estimates of fair value derived from market prices for similar debt.

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Long term debt with fair values of $5,265 million and $5,301 million at June 30, 2024 and December 31, 2023, respectively, were estimated using quoted Level 1 market prices. The carrying value of the remaining debt was based upon internal estimates of fair value derived from market prices for similar debt.

NOTE 10. PENSION, SAVINGS AND OTHER POSTRETIREMENT BENEFIT PLANS

We provide employees with defined benefit pension or defined contribution savings plans.

Defined benefit pension cost follows:

	U.S.						U.S.
	Three Months Ended						~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
(In millions)	2024			2023			2024			2023
Service cost	$	2		$	2		$	46		$	46
Interest cost		4344			5247			87131			~~101~~148
Expected return on plan assets		(52	)		(6057	)		(~~104~~156	)		(~~118~~175	)
Amortization of net losses		24			2425			4872			4974
Net periodic pension cost	$	1718		$	1817		$	3553		$	3653
Net curtailments/settlements/termination benefits		—			33—			(5	)		33
Total defined benefit pension cost	$	1718		$	5117		$	3048		$	6986

	Non-U.S.						Non-U.S.
	Three Months Ended						~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
(In millions)	2024			2023			2024			2023
Service cost	$	45		$	45		$	914		$	914
Interest cost		26			27			5379			5481
Expected return on plan assets		(2223	)		(23	)		(4568	)		(4669	)
Amortization of prior service cost		1—			1—			1			1
Amortization of net losses		5			43			1015			912
Net periodic pension cost	$	1413		$	1312		$	2841		$	2739
Net curtailments/settlements/termination benefits		—			34			—			37
Total defined benefit pension cost	$	1413		$	16		$	2841		$	3046

Service cost is recorded in CGS or SAG. Other components of net periodic pension cost are recorded in Other (Income) Expense. Net curtailments, settlements and termination benefits, if any, are recorded in Other (Income) Expense or Rationalizations if related to a rationalization plan.

In the first ~~six~~nine months of 2024, a pension settlement credit of $5 million was recorded in Other (Income) Expense. The settlement credit resulted from a premium refund related to the purchase of a group annuity contract for the Cooper Tire U.S. Salaried defined benefit pension plan described below.

During the second quarter of 2023, we settled all plan benefits of the Cooper Tire U.S. Salaried defined benefit pension plan, with lump sum payments to electing participants and the purchase of a group annuity contract. During the second quarter of 2023, we also settled all plan benefits of the Ireland defined benefit pension plan. In the ~~second quarter and~~ first ~~six~~nine months of 2023, pension settlement charges of $36 million were recorded in Other (Income) Expense in conjunction with the termination of these plans.

WeIn ~~also~~the ~~provide~~third ~~certain~~quarter ~~U.S.~~of ~~employees~~2023, ~~and~~we ~~employees~~recorded atsettlement ~~certain~~charges ~~non-U.S.~~of ~~subsidiaries~~$4 ~~with~~million ~~health~~in ~~care benefits or life insurance benefits upon retirement.~~ Other ~~postretirement~~(Income) ~~benefits~~Expense ~~expense~~resulting ~~for~~from ~~the~~total ~~three~~lump ~~months~~sum ~~ended~~payments ~~June~~exceeding ~~30,~~annual ~~2024~~service and ~~2023~~interest ~~was~~cost ~~$2 million~~ for ~~each~~certain ~~period~~non-U.S. ~~and~~defined ~~for~~benefit ~~the~~pension ~~six months ended June 30, 2024 and 2023 was $4 million for each period~~plans.

We ~~expect~~also toprovide ~~contribute~~certain ~~$25~~U.S. ~~million~~employees toand ~~$35~~employees ~~million~~at tocertain ~~our funded~~ non-U.S. ~~pension~~subsidiaries ~~plans~~with inhealth ~~2024~~care benefits or life insurance benefits upon retirement. ~~For~~Other ~~the~~postretirement ~~three~~benefits ~~and~~expense ~~six~~for the three months ended ~~June~~September 30, 2024, weand ~~contributed~~2023 was $71 million and $162 million, respectively, toand ~~our~~for ~~non-U.S.~~the ~~plans~~nine months ended September 30, 2024 and 2023 was $5 million and $6 million, respectively.

~~The~~During ~~expense~~the ~~recognized~~third ~~for~~quarter ~~our~~of ~~contributions~~2024, towe ~~defined~~approved ~~contribution~~changes ~~savings~~to ~~plans~~one ~~for~~of ~~the~~our ~~three~~U.S. ~~months~~other ~~ended~~postretirement ~~June~~benefit 30plans, ~~2024~~effective ~~and~~January ~~2023 was $33 million and $32 million~~1, ~~respectively~~2025, ~~and~~which ~~for~~resulted ~~the~~in ~~six~~a ~~months~~$24 ~~ended~~million ~~June~~reduction ~~30,~~of ~~2024~~our ~~and~~U.S. ~~2023~~other ~~was~~postretirement ~~$70~~benefit ~~million and $67 million, respectively~~obligation.

21We expect to contribute $25 million to $35 million to our funded non-U.S. pension plans in 2024. For the three and nine months ended September 30, 2024, we contributed $7 million and $23 million, respectively, to our non-U.S. plans.

The expense recognized for our contributions to defined contribution savings plans for the three months ended September 30, 2024 and 2023 was $34 million and $33 million, respectively, and for the nine months ended September 30, 2024 and 2023 was $104 million and $100 million, respectively.

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NOTE 11. STOCK COMPENSATION PLANS

Our Board of Directors granted 12.91 million restricted stock units and 1.2 million performance share units during the ~~six~~nine months ended ~~June~~September 30, 2024 under our stock compensation plans. We measure the fair value of grants of restricted stock units and performance share units based primarily on the closing market price of a share of our common stock on the date of the grant, modified as appropriate to take into account the features of such grants. The weighted average fair value per share was $12.4014 for restricted stock units and $11.4543 for performance share units granted during the ~~six~~nine months ended ~~June~~September 30, 2024.

We recognized stock-based compensation expense of $6 million and $915 million during the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively. At ~~June~~September 30, 2024, unearned compensation cost related to the unvested portion of all stock-based awards was approximately $3227 million and is expected to be recognized over the remaining vesting period of the respective grants, through the ~~second~~third quarter of 2027. We recognized stock-based compensation expense of $113 million and $1619 million during the three and ~~six~~nine months ended ~~June~~September 30, 2023, respectively.

NOTE 12. COMMITMENTS AND CONTINGENT LIABILITIES

Environmental Matters

We have recorded liabilities totaling $8483 million and $80 million at ~~June~~September 30, 2024 and December 31, 2023, respectively, for anticipated costs related to various environmental matters, primarily the remediation of numerous waste disposal sites and certain properties sold by us. Of these amounts, $25 million and $27 million were included in Other Current Liabilities at ~~June~~September 30, 2024 and December 31, 2023, respectively. The costs include legal and consulting fees, site studies, the design and implementation of remediation plans, post-remediation monitoring and related activities, and will be paid over several years. The amount of our ultimate liability in respect of these matters may be affected by several uncertainties, primarily the ultimate cost of required remediation and the extent to which other responsible parties contribute. We have limited potential insurance coverage for future environmental claims.

Since many of the remediation activities related to environmental matters vary substantially in duration and cost from site to site and the associated costs for each vary depending on the mix of unique site characteristics, in some cases we cannot reasonably estimate a range of possible losses. Although it is not possible to estimate with certainty the outcome of all of our environmental matters, management believes that potential losses in excess of current reserves for environmental matters, individually and in the aggregate, will not have a material adverse effect on our financial position, cash flows or results of operations.

Workers’ Compensation

We have recorded liabilities, on a discounted basis, totaling $~~171~~172 million and $167 million for anticipated costs related to workers’ compensation at ~~June~~September 30, 2024 and December 31, 2023, respectively. Of these amounts, $3433 million and $37 million were included in Current Liabilities as part of Compensation and Benefits at ~~June~~September 30, 2024 and December 31, 2023, respectively. The costs include an estimate of expected settlements on pending claims, defense costs and a provision for claims incurred but not reported. These estimates are based on our assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and current cost trends. The amount of our ultimate liability in respect of these matters may differ from these estimates. We periodically, and at least annually, update our loss development factors based on actuarial analyses. At ~~June~~September 30, 2024 and December 31, 2023, the liability was discounted using a risk-free rate of return. At ~~June~~September 30, 2024, we estimate that it is reasonably possible that the liability could exceed our recorded amounts by approximately $20 million.

General and Product Liability and Other Litigation

We have recorded liabilities for both asserted and unasserted claims totaling $~~427~~416 million and $438 million, including related legal fees expected to be incurred, for potential product liability and other tort claims, including asbestos claims, at ~~June~~September 30, 2024 and December 31, 2023, respectively. Of these amounts, $6272 million and $46 million were included in Other Current Liabilities at ~~June~~September 30, 2024 and December 31, 2023, respectively. The amounts recorded were estimated based on an assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and, where available, recent and current trends. Based upon that assessment, at ~~June~~September 30, 2024, we do not believe that estimated reasonably possible losses associated with general and product liability claims in excess of the amounts recorded will have a material adverse effect on our financial position, cash flows or results of operations. However, the amount of our ultimate liability in respect of these matters may differ from these estimates.

We have recorded an indemnification asset within Other Assets of $43 million for Sumitomo Rubber Industries, Ltd.'s ("SRI") obligation to indemnify us for certain product liability claims related to products manufactured by a formerly consolidated joint venture entity, subject to certain caps and restrictions.

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Asbestos. We are a defendant in numerous lawsuits alleging various asbestos-related personal injuries purported to result from alleged exposure to asbestos in certain products manufactured by us or present in certain of our facilities. Typically, these lawsuits have been brought against multiple defendants in state and federal courts. To date, we have disposed of approximately 160,~~500~~850 claims by defending, obtaining the dismissal thereof, or entering into a settlement. The sum of our accrued asbestos-related liability and gross payments to date, including legal costs, by us and our insurers totaled approximately $~~587~~591 million through ~~June~~September 30, 2024 and $580 million through December 31, 2023.

A summary of recent approximate asbestos claims activity follows. Because claims are often filed and disposed of by settlement or dismissal in large numbers, the amount and timing of filings, settlements and dismissals and the number of open claims during a particular period can fluctuate significantly.

	Six Months Ended			Year Ended
	Nine Months Ended			Year Ended
(Dollars in millions)	~~June~~September 30, 2024			December 31, 2023
Pending claims, beginning of period		35,800			37,200
New claims filed		~~450~~650			900
Claims settled/dismissed		(~~600~~950	)		(2,300	)
Pending claims, end of period		35,~~650~~500			35,800
Payments(1)	$	69		$	15

(1)

Represents cash payments made during the period by us and our insurers for asbestos litigation defense and claim resolution.

We periodically, and at least annually, review our existing reserves for pending claims, including a reasonable estimate of the liability associated with unasserted asbestos claims, and estimate our receivables from probable insurance recoveries. We recorded gross liabilities for both asserted and unasserted claims, inclusive of defense costs, totaling $~~121~~122 million and $120 million at ~~June~~September 30, 2024 and December 31, 2023, respectively. In determining the estimate of our asbestos liability, we evaluated claims over the next ten-year period. Due to the difficulties in making these estimates, analysis based on new data and/or a change in circumstances arising in the future may result in an increase in the recorded obligation, and that increase could be significant.

We maintain certain primary and excess insurance coverage under coverage-in-place agreements, and also have additional excess liability insurance with respect to asbestos liabilities. After consultation with our outside legal counsel and giving consideration to agreements with certain of our insurance carriers, the financial viability and legal obligations of our insurance carriers and other relevant factors, we determine an amount we expect is probable of recovery from such carriers. We record a receivable with respect to such policies when we determine that recovery is probable and we can reasonably estimate the amount of a particular recovery.

We recorded an insurance receivable related to asbestos claims of $65 million and $66 million at ~~June~~September 30, 2024 and December 31, 2023, respectively. We expect that approximately 55% of asbestos claim related losses would be recoverable through insurance during the ten-year period covered by the estimated liability. Of these amounts, $10 million were included in Current Assets as part of Accounts Receivable at both ~~June~~September 30, 2024 and December 31, 2023. The recorded receivable consists of an amount we expect to collect under coverage-in-place agreements with certain primary and excess insurance carriers as well as an amount we believe is probable of recovery from certain of our other excess insurance carriers.

We believe that, at December 31, 2023, we had approximately $520 million in excess level policy limits applicable to indemnity and defense costs for asbestos products claims under coverage-in-place agreements. We also had additional unsettled excess level policy limits potentially applicable to such costs. In addition, we had coverage under certain primary policies for indemnity and defense costs for asbestos products claims under remaining aggregate limits pursuant to a coverage-in-place agreement, as well as coverage for indemnity and defense costs for asbestos premises claims pursuant to coverage-in-place agreements.

With respect to both asserted and unasserted claims, it is reasonably possible that we may incur a material amount of cost in excess of the current reserve; however, such amounts cannot be reasonably estimated. Coverage under insurance policies is subject to varying characteristics of asbestos claims including, but not limited to, the type of claim (premise vs. product exposure), alleged date of first exposure to our products or premises and disease alleged. Recoveries may also be limited by insurer insolvencies or financial difficulties. Depending upon the nature of these characteristics or events, as well as the resolution of certain legal issues, some portion of the insurance may not be accessible by us.

Other Actions

We are currently a party to various claims, indirect tax assessments and legal proceedings in addition to those noted above. If management believes that a loss arising from these matters is probable and can reasonably be estimated, we record the amount of the loss, or the minimum estimated liability when the loss is estimated using a range and no point within the range is more probable than another. As additional information becomes available, any potential liability related to these matters is assessed ~~and the estimates are revised, if necessary. Based on currently available information, management believes that the ultimate~~

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and the estimates are revised, if necessary. Based on currently available information, management believes that the ultimate outcome of these matters, individually and in the aggregate, will not have a material adverse effect on our financial position or overall trends in results of operations.

Our recorded liabilities and estimates of reasonably possible losses for the contingent liabilities described above are based on our assessment of potential liability using the information available to us at the time and, where applicable, any past experience and recent and current trends with respect to similar matters. Our contingent liabilities are subject to inherent uncertainties, and unfavorable judicial or administrative decisions could occur which we did not anticipate. Such an unfavorable decision could include monetary damages, fines or other penalties or an injunction prohibiting us from taking certain actions or selling certain products. If such an unfavorable decision were to occur, it could result in a material adverse impact on our financial position and results of operations in the period in which the decision occurs or in future periods.

Income Tax Matters

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We also recognize income tax benefits to the extent that it is more likely than not that our positions will be sustained when challenged by the taxing authorities. We derecognize income tax benefits when based on new information we determine that it is no longer more likely than not that our position will be sustained. To the extent we prevail in matters for which liabilities have been established, or determine we need to derecognize tax benefits recorded in prior periods, our results of operations and effective tax rate in a given period could be materially affected. An unfavorable tax settlement would require use of our cash, and lead to recognition of expense to the extent the settlement amount exceeds recorded liabilities and, in the case of an income tax settlement, result in an increase in our effective tax rate in the period of resolution. A favorable tax settlement would be recognized as a reduction of expense to the extent the settlement amount is lower than recorded liabilities and, in the case of an income tax settlement, would result in a reduction in our effective tax rate in the period of resolution.

While the Company applies consistent transfer pricing policies and practices globally, supports transfer prices through economic studies, seeks advance pricing agreements and joint audits to the extent possible and believes its transfer prices to be appropriate, such transfer prices, and related interpretations of tax laws, are occasionally challenged by various taxing authorities globally. We have received various tax assessments challenging our interpretations of applicable tax laws in various jurisdictions. Although we believe we have complied with applicable tax laws, have strong positions and defenses and have historically been successful in defending such claims, our results of operations could be materially adversely affected in the case we are unsuccessful in the defense of existing or future claims.

Binding Commitments and Guarantees

We have off-balance sheet financial guarantees and other commitments totaling $32 million and $31 million at ~~June~~September 30, 2024 and December 31, 2023, respectively. We issue guarantees to financial institutions or other entities on behalf of certain of our affiliates, lessors or customers. We generally do not require collateral in connection with the issuance of these guarantees.

In 2015, as a result of the dissolution of the global alliance with SRI, we issued a guarantee of $46 million to an insurance company related to SRI's obligation to pay certain outstanding workers' compensation claims of a formerly consolidated joint venture entity. As of ~~June~~September 30, 2024, this guarantee amount has been reduced to $18 million. We have concluded the probability of our performance to be remote and, therefore, have not recorded a liability for this guarantee. While there is no fixed duration of this guarantee, we expect the amount of this guarantee to continue to decrease over time as the formerly consolidated joint venture entity pays its outstanding claims.

If our performance under these guarantees is triggered by non-payment or another specified event, we would be obligated to make payment to the financial institution or the other entity, and would typically have recourse to the affiliate, lessor, customer or SRI, as applicable. We are unable to estimate the extent to which our lessors’, customers’ or SRI's assets would be adequate to recover any payments made by us under the related guarantees.

We have an agreement to provide a revolving loan commitment to TireHub. During the first quarter of 2024, the revolving loan commitment increased from $100 million to $130 million. At ~~June~~September 30, 2024, $~~113~~124 million was drawn on this commitment, which includes $2 million of interest. At December 31, 2023, $96 million was drawn on this commitment, which includes $2 million of interest.

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NOTE 13. CAPITAL STOCK

Common Stock Repurchases

We may repurchase shares delivered to us by employees as payment for the exercise price of stock options and the withholding taxes due upon the exercise of stock options or the vesting or payment of stock awards. During the first ~~six~~nine months of 2024, we did not repurchase any shares from employees.

NOTE 14. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables present changes in AOCL, by component, for the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, after tax and minority interest.

(In millions) Income (Loss)	ForeignCurrencyTranslationAdjustment			Unrealized Gains (Losses) from Securities		UnrecognizedNet ActuarialLosses andPrior ServiceCosts			DeferredDerivativeGains (Losses)		Total
Balance at December 31, 2023	$	(1,613	)	$	1	$	(2,224	)	$	1	$	(3,835	)
Other comprehensive income (loss) before reclassifications		(5524	)		—		1028			—		~~(45~~4	)
Amounts reclassified from accumulated other comprehensive loss		—			—		3758			1		3859
Balance at June 30, 2024	$	(1,668	)	$	1	$	(2,177	)	$	2	$	(3,842	)
Balance at September 30, 2024	$	(1,637	)	$	1	$	(2,138	)	$	2	$	(3,772	)

(In millions) Income (Loss)	ForeignCurrencyTranslationAdjustment			Unrealized Gains (Losses) from Securities		UnrecognizedNet ActuarialLosses andPrior ServiceCosts			DeferredDerivativeGains (Losses)			Total
Balance at December 31, 2022	$	(1,663	)	$	1	$	(2,215	)	$	2		$	(3,875	)
Other comprehensive income (loss) before reclassifications		31(12	)		—		114			(4	)		38(12	)
Amounts reclassified from accumulated other comprehensive loss		—			—		6992			—1			6993
Balance at June 30, 2023	$	(1,632	)	$	1	$	(2,135	)	$	(2	)	$	(3,768	)
Balance at September 30, 2023	$	(1,675	)	$	1	$	(2,119	)	$	(1	)	$	(3,794	)

The following table presents reclassifications out of AOCL:

	Three Months EndedJune 30,						Six Months EndedJune 30,
	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	2024			2023			2024			2023
(In millions) (Income) Expense	Amount Reclassified						Amount Reclassified						Affected Line Item in the Consolidated
Component of AOCL	from AOCL						from AOCL						Statements of Operations
Amortization of prior service cost and unrecognized gains and losses	$	2628		$	26		$	5482		$	5480		Other (Income) Expense
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures		—			365			(5	)		3641		Other (Income) Expense / Rationalizations
Unrecognized net actuarial losses and prior service costs, before tax		2628			6231			4977			90121
Tax effect		(67	)		(147	)		(1219	)		(2128	)	United States and Foreign Taxes
Net of tax	$	20		$	48		$	37		$	69		Goodyear Net Income (Loss)
Minority interest		—			(1	)		—			(1	)	Minority Shareholders' Net Income
Deferred derivative (gains) losses, before tax	$	—		$	—		$	1		$	—		Cost of Goods Sold
Net of tax	$	21		$	23		$	58		$	92		Goodyear Net Income (Loss)
Deferred derivative (gains) losses, before tax	$	—		$	1		$	1		$	1		Cost of Goods Sold
Tax effect		—			—			—			—		United States and Foreign Taxes
Net of tax	$	—		$	—1		$	1		$	—1		Goodyear Net Income (Loss)
Total reclassifications	$	2021		$	4824		$	3859		$	6993		Goodyear Net Income (Loss)

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The following table presents the details of comprehensive income (loss) attributable to minority shareholders:

	Three Months Ended						~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
(In millions)	2024			2023			2024			2023
Net Income (Loss) Attributable to Minority Shareholders	$	(5—	)	$	—5		$	(6	)	$	27
Other Comprehensive Income (Loss):
Foreign currency translation		(18	)		(13	)		(4	)		2(1	)
Other Comprehensive Income (Loss)	$	(18	)	$	(13	)	$	(4	)	$	2(1	)
Comprehensive Income (Loss) Attributable to Minority Shareholders	$	(68	)	$	(12	)	$	(102	)	$	46

~~NOTE 15. SUBSEQUENT EVENTS~~27

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

All per share amounts are diluted and refer to Goodyear net income (loss).

OVERVIEW

The Goodyear Tire & Rubber Company (the "Company," "Goodyear," "we," "us" or "our") is one of the world’s leading manufacturers of tires, with one of the most recognizable brand names in the world and operations in most regions of the world. We have a broad global footprint with 54 manufacturing facilities in 21 countries, including the United States. We operate our business through three operating segments representing our regional tire businesses: Americas; Europe, Middle East and Africa (“EMEA”); and Asia Pacific.

Results of Operations

On November 15, 2023, we announced a transformation plan, Goodyear Forward, that is intended to optimize our portfolio of products, deliver segment operating margin expansion and reduce our leverage in order to drive sustainable, long-term shareholder value creation. Optimization of our portfolio consists of a strategic review of three major asset groups: our chemical operations which produces synthetic rubber and other chemical products in our Americas segment, the Dunlop brand for which we own rights in certain markets throughout the world, but is primarily used in our EMEA segment, and our off-the-road ("OTR") tire business. Our plans for margin expansion include brand optimization and tiering to capitalize on premium tire pricing and volume and a reduction of our overall exposure related to lower-tiered products either through margin expansion or product line rationalization. Our plans for margin expansion also include a reduction of our cost structure by approximately $1.2 billion, including actions related to our manufacturing footprint, plant optimization, further improvement of our purchasing leverage, reduction of Selling, Administrative and General expenses (“SAG”) and improvements in our supply chain planning and logistics. We anticipate the accumulated benefit of these actions will improve our segment operating margin to approximately 10% by the end of 2025. During the three and ~~six~~nine months ended ~~June~~September 30, 2024, the Goodyear Forward plan provided $90123 million and $~~162~~285 million, respectively, in benefits to segment operating income.

On July 22, 2024, we signed a definitive agreement to sell our ~~off-the-road ("~~OTR") tire business to The Yokohama Rubber Company, Limited ("Yokohama") for $905 million in cash, subject to certain adjustments. Pursuant to a product supply agreement to be entered into with Yokohama in connection with the closing of the transaction, we will manufacture certain OTR tires for Yokohama at some of our manufacturing facilities for an initial period of up to five years after the closing of the transaction. The transaction is subject to regulatory approvals, and other customary closing conditions and consultations and is expected to close byin early 2025.

Our tire manufacturing facility in Debica, Poland (“Debica”) continues to recover from a fire in the third quarter of 2023 and achieved full ramp-up ~~is expected~~ in the third quarter of 2024. During the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2024, we received a benefit of $4326 million ($3017 million after-tax and minority) ~~and $29 million ($19 million after-tax and minority), respectively,~~ from insurance recoveries, net of fixed costs incurred during the ramp-up of the facility.

Our results for the ~~second~~third quarter of 2024 include a 16.72% decrease in tire unit shipments compared to 2023, ~~primarily~~ due to lower global replacement tire volume, partially offset by growth in OE. In the ~~second~~third quarter of 2024, we experienced approximately $5953 million of inflationary cost pressures~~, which were partially offset by lower costs of $34 million, excluding the impact of Goodyear Forward~~.

Net sales in the ~~second~~third quarter of 2024 were $4,~~570~~824 million, compared to $45,~~867~~142 million in the ~~second~~third quarter of 2023. Net sales decreased in 2024 primarily due to lower global tire volume, the negative impact of changes in ~~Americas,~~foreign ~~partially~~exchange ~~offset~~rates globally, driven by ~~higher~~the ~~tire~~strengthening ~~volume~~of inthe ~~Asia~~U.S. ~~Pacific~~dollar, ~~global~~and declines in price and product mix ~~and~~in ~~the~~Americas. ~~negative~~These ~~impact~~decreases ofwere ~~changes~~partially inoffset ~~foreign~~by ~~exchange~~higher ~~rates~~sales in ~~EMEA~~other ~~and~~tire-related ~~Asia Pacific~~businesses, ~~driven~~primarily bydue ~~the~~to ~~strengthening~~higher ofthird-party ~~the~~chemical ~~U.S.~~sales ~~dollar.~~in ~~These~~Americas ~~decreases~~and ~~were~~Fleet ~~partially~~Solutions ~~offset~~in byEMEA, and recovery of sales lost during the ~~second~~third quarter of 2023 due to a storm at our tire manufacturing facility in Tupelo, Mississippi ("Tupelo") ~~and higher sales in other tire-related businesses, primarily due to higher third-party chemical sales in Americas~~.

In the ~~second~~third quarter of 2024, Goodyear net ~~income~~loss was $8534 million, or $0.3012 per share, compared to Goodyear net loss of $~~208~~89 million, or $0.7331 per share, in the ~~second~~third quarter of 2023. The change in Goodyear net ~~income~~loss was primarily due to ~~higher segment operating income, which included the impact of insurance recoveries, higher other income, primarily due to~~ lower ~~pension~~rationalizations ~~expense~~ and higher ~~net~~segment ~~gains~~operating ~~on asset sales~~income, ~~and lower rationalization charges,~~ partially offset by ~~execution~~an ~~costs~~intangible ~~related~~asset toimpairment Goodyear Forward, including accelerated depreciation and accelerated lease costs related to announced facility closures and third-party consulting costs, and higher U.S. and Foreign Tax Expense as a result of improved operating results. Additionally, our results in the ~~second~~third quarter of ~~2023 included the impact of a severe storm at Tupelo, estimated to negatively impact earnings by $64 million ($52 million after-tax and minority)~~2024.

27Total segment operating income for the third quarter of 2024 was $347 million, compared to $336 million in the third quarter of 2023. The $11 million increase was primarily due to benefits from the Goodyear Forward plan of $123 million, improvements in price and product mix of $26 million primarily in EMEA and Asia Pacific, a benefit of $20 million from insurance proceeds for property damage and business interruptions resulting from storm damage events in prior years in Americas, and higher earnings in other tire-related businesses of $17 million, primarily related to an increase in third-party chemical earnings in Americas. These increases were partially offset by higher conversion costs of $87 million, driven by the effect of lower tire production on fixed cost absorption and inflation, lower tire volume of $74 million, primarily in Americas, and higher raw material costs of $19 million. Refer to "Results of Operations — Segment Information" for additional information.

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~~Total~~Net ~~segment~~sales ~~operating~~in ~~income for~~ the ~~second~~first ~~quarter~~nine months of 2024 ~~was~~were $~~339~~13,931 million, compared to $~~124~~14,950 million in the ~~second~~first ~~quarter~~nine months of 2023. ~~The~~Net ~~$215~~sales ~~million~~decreased ~~increase~~in ~~was~~2024 primarily due to lower ~~raw~~tire ~~material~~volume ~~costs~~in ofAmericas ~~$160~~and ~~million~~EMEA, ~~benefits~~partially ~~from~~offset ~~the~~by ~~Goodyear~~higher ~~Forward~~tire ~~plan~~volume ofin ~~$90~~Asia ~~million~~Pacific, ~~$50~~global ~~million~~declines ~~related~~in toprice ~~the~~and ~~2023~~product ~~negative~~mix ~~impact~~and of the ~~Tupelo~~negative ~~storm,~~impact aof ~~benefit~~changes ~~from~~in ~~insurance~~foreign ~~recoveries~~exchange ~~related~~rates ~~to the Debica fire of $50 million~~globally, ~~partially~~driven ~~offset~~ by the ~~continued~~strengthening ~~impact~~ of the ~~fire~~U.S. ~~on Debica fixed cost absorption during ramp-up of $7 million, and a benefit of $20 million from insurance proceeds for business interruptions resulting from storm damage events in prior years~~dollar. These ~~increases~~decreases were partially offset by ~~higher~~sales ~~conversion~~lost ~~costs~~during ofthe ~~$67~~first ~~million,~~nine ~~driven~~months ~~by the effect~~ of ~~lower~~2023 ~~tire~~due ~~production~~to onthe ~~fixed~~Tupelo ~~cost~~storm ~~absorption~~ and ~~inflation,~~higher ~~declines~~sales in ~~price~~other ~~and~~tire-related ~~product~~businesses, ~~mix~~primarily ofdue ~~$59~~to ~~million,~~Fleet ~~primarily~~Solutions in ~~Americas and~~ EMEA, and ~~lower~~higher ~~tire~~third-party ~~volume~~chemical ofsales ~~$41 million, primarily~~ in Americas. ~~Refer to "Results of Operations — Segment Information" for additional information.~~

~~Net~~In ~~sales in~~ the first ~~six~~nine months of 2024, ~~were~~Goodyear net loss was $~~9,107~~6 million, or $0.02 per share, compared to Goodyear net loss of $~~9,808~~398 million, or $1.40 per share, in the first ~~six~~nine months of 2023. ~~Net~~The ~~sales~~change ~~decreased~~ in ~~2024~~Goodyear net loss was primarily due to ~~lower~~higher ~~tire~~segment ~~volume~~operating inincome, ~~Americas~~lower rationalization charges and ~~EMEA~~higher other income, ~~partially~~primarily ~~offset~~due byto lower pension expense and higher ~~tire~~net ~~volume~~gains inon ~~Asia~~asset ~~Pacific,~~sales. ~~global~~These ~~declines~~decreases inwere ~~price~~partially ~~and~~offset ~~product~~by ~~mix~~execution ~~and~~costs ~~the~~related ~~negative~~to ~~impact~~Goodyear ofForward, ~~changes~~including inaccelerated ~~foreign~~depreciation ~~exchange~~and ~~rates~~accelerated inlease ~~EMEA~~costs related to announced facility closures and ~~Asia~~third-party ~~Pacific~~consulting costs, ~~driven~~an byintangible asset impairment in the ~~strengthening~~third quarter of ~~the~~2024, and higher U.S. ~~dollar,~~and ~~partially~~Foreign ~~offset~~Tax byExpense ~~sales~~as ~~lost~~a ~~during~~result of improved operating results. Additionally, our results in the first ~~half~~nine months of 2023 ~~due~~included tothe impact of the Tupelo storm that negatively impacted earnings by $69 million ($56 million after-tax and minority).

InTotal segment operating income for the first ~~six~~nine months of 2024, ~~Goodyear net income~~ was $28933 million, ~~or $0.10 per share,~~ compared to ~~Goodyear net loss of~~ $~~309~~585 million, ~~or $1.08 per share,~~ in the first ~~six~~nine months of 2023. The ~~change~~$348 inmillion ~~Goodyear~~increase ~~net income~~ was primarily due to ~~higher~~lower ~~segment~~raw ~~operating~~material ~~income~~costs of $402 million, ~~which~~benefits ~~included~~from the ~~impact~~Goodyear Forward plan of ~~insurance~~$285 ~~recoveries~~million, ~~higher~~lower ~~other~~transportation ~~income~~costs of $67 million, ~~primarily~~$55 ~~due~~million related to ~~lower~~the ~~pension~~2023 ~~expense~~negative ~~and~~impact ~~higher~~of ~~net~~the ~~gains~~Tupelo onstorm, ~~asset~~a ~~sales,~~benefit ~~and~~from ~~lower~~insurance ~~rationalization~~recoveries ~~charges.~~related ~~These~~to ~~decreases~~the ~~were~~Debica fire of $50 million, partially offset by ~~execution~~the continued impact of the fire on Debica fixed costs ~~related~~incurred toduring ~~Goodyear~~ramp-up ~~Forward,~~of ~~including~~$20 ~~accelerated~~million, ~~depreciation~~a ~~and~~benefit ~~accelerated~~of ~~lease~~$39 ~~costs~~million ~~related~~from toinsurance ~~announced~~proceeds ~~facility~~for ~~closures~~business interruptions and ~~third-party~~property ~~consulting~~damage ~~costs,~~recoveries ~~and~~resulting ~~higher~~from ~~U.S.~~storm ~~and~~damage ~~Foreign~~events ~~Tax~~in ~~Expense~~prior asyears, and a ~~result~~favorable of$8 ~~improved~~million ~~operating~~tax ~~results~~item in Brazil. ~~Additionally,~~These ~~our~~increases ~~results~~were inpartially ~~the~~offset ~~first~~by ~~half~~increased conversion costs of ~~2023~~$256 ~~included~~million driven by inflation and the ~~impact~~effect of ~~the~~lower ~~Tupelo~~tire ~~storm~~production on fixed cost absorption, ~~estimated~~declines toin ~~negatively~~price ~~impact~~and ~~earnings~~product bymix of $64167 million, (primarily in Americas and EMEA, and lower tire volume of $52143 million, ~~after-tax~~primarily in Americas and ~~minority)~~EMEA. Refer to "Results of Operations — Segment Information" for additional information.

Total segment operating income for the first six months of 2024 was $586 million, compared to $249 million in the first six months of 2023. The $337 million increase was primarily due to lower raw material costs of $421 million, benefits from the Goodyear Forward plan of $162 million, lower transportation costs of $87 million, $50 million related to the 2023 negative impact of the Tupelo storm, a benefit from insurance recoveries related to the Debica fire of $50 million, partially offset by the continued impact of the fire on Debica fixed cost absorption during ramp-up of $18 million, a benefit of $20 million from insurance proceeds for business interruptions resulting from storm damage events in prior years, and a favorable $8 million tax item in Brazil. These increases were partially offset by declines in price and product mix of $193 million, primarily in Americas and EMEA, increased conversion costs of $169 million driven by inflation and the effect of lower tire production on fixed cost absorption, and lower tire volume of $69 million, primarily in Americas and EMEA. Refer to "Results of Operations — Segment Information" for additional information.

Liquidity

At ~~June~~September 30, 2024, we had $~~789~~905 million of cash and cash equivalents as well as $32,~~227~~508 million of unused availability under our various credit agreements, compared to $902 million and $4,247 million, respectively, at December 31, 2023. The ~~decrease~~increase in cash and cash equivalents of $~~113~~3 million was primarily due to net ~~cash~~borrowings ~~used for operating activities~~ of $~~518 million~~1,366 ~~capital expenditures of $634~~ million ~~and loans to TireHub LLC ("TireHub") of $17 million~~, ~~partially offset by net borrowings of $919 million,~~ proceeds from asset dispositions and sale and leaseback transactions of $~~124~~126 million, primarily from the sale of a distribution center in Germany and the sale and leaseback of a warehouse in Americas, and insurance recoveries of $3748 million for the replacement of equipment damaged in the Debica fire and Tupelo storm, partially offset by capital expenditures of $912 million, net cash used for operating activities of $591 million, and loans to TireHub LLC ("TireHub") of $28 million. Net cash used for operating activities reflects cash used for working capital of $~~788~~1,124 million, ~~and~~ rationalization payments of $~~105~~149 million, and pension contributions of $45 million, as well as the Company's net ~~income~~loss for the period of $2212 million, which includes non-cash charges for depreciation and amortization of $~~546~~800 million, an intangible asset impairment of $125 million, net rationalization charges of $4152 million, ~~and~~ a non-cash gain on asset sales of $9495 million, and a gain on insurance recoveries for damaged property, plant and equipment of $61 million. Refer to "Liquidity and Capital Resources" for additional information.

Outlook

~~Our~~In the fourth quarter of 2024, we expect our unit volume will continue to be affected by ~~weaker~~weak underlying industry trends, including high distribution channel inventories of low-end imported products in the U.S. and Europe ~~and lower OE production levels~~. We expect our global tire unit volume in the ~~third~~fourth quarter of 2024 to be lower compared to the ~~third~~fourth quarter of 2023 by approximately 4%. We also expect unabsorbed overhead to be approximately $3040 million higher in the ~~third~~fourth quarter of 2024 compared to the ~~third~~fourth quarter of 2023 due to lower production in the ~~second~~third quarter of 2024.

As we continue to make progress on our Goodyear Forward transformation plan, we expect ~~third~~fourth quarter benefits from the program of approximately $~~120~~165 million in segment operating income, and full year benefits of approximately $~~425~~450 million.

We expect approximately $50100 million of ~~higher~~raw material headwinds in the fourth quarter of 2024 compared to the fourth quarter of 2023. We also expect price and product mix to ~~offset~~be a headwind of approximately $5015 million ofdriven ~~raw~~by ~~materials~~higher ~~headwinds~~OE sales volume in the ~~third~~fourth quarter of 2024 compared to the ~~third~~fourth quarter of 2023. ~~For~~Natural ~~the~~and ~~full~~synthetic ~~year~~rubber prices and other commodity prices historically have been volatile, and our raw material costs could change based on future cost fluctuations and changes in foreign exchange rates. We continue to focus on price and product mix, to substitute lower cost materials where possible, to work to identify additional substitution opportunities, to reduce the amount of ~~2024~~material required in each tire, weand ~~expect~~to ~~our~~pursue alternative raw materials to minimize the impact of higher raw material costs.

2829

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~~costs~~We toexpect benon-raw ~~approximately~~material ~~$260~~inflation ~~million lower than in 2023. Natural~~ and ~~synthetic~~other ~~rubber~~costs, ~~prices~~net ~~and~~of other ~~commodity~~expected ~~prices~~cost ~~historically~~improvements, ~~have~~to ~~been~~be ~~volatile,~~approximately ~~and~~$35 ~~our~~million ~~raw~~higher ~~material~~in ~~costs~~the ~~could~~fourth ~~change~~quarter ~~based~~of on2024 ~~future~~when ~~cost~~compared ~~fluctuations~~with ~~and~~the ~~changes~~fourth inquarter ~~foreign~~of ~~exchange rates~~2023. We continue to focus on ~~price~~actions ~~and~~to ~~product~~offset ~~mix,~~costs toother ~~substitute~~than ~~lower~~raw ~~cost~~ materials ~~where~~through ~~possible,~~cost tosavings ~~work~~initiatives, toincluding ~~identify~~initiatives ~~additional~~related ~~substitution opportunities,~~ to ~~reduce~~ the ~~amount~~Goodyear ofForward ~~material~~plan, ~~required~~rationalization ~~in each tire~~actions, and toimprovements ~~pursue~~in ~~alternative~~price ~~raw~~and ~~materials~~product ~~to minimize the impact of higher raw material costs~~mix.

WeFor ~~expect~~the ~~non-raw~~full ~~material~~year ~~inflation~~of ~~and~~2024, ~~other~~we ~~costs~~expect working capital to be ~~approximately~~a $60150 million ~~higher~~to in$200 ~~the~~million ~~third~~use ~~quarter~~ of ~~2024~~operating ~~when~~cash ~~compared~~flows. ~~with~~We ~~the~~anticipate ~~third~~our ~~quarter~~capital expenditures to be approximately $1,200 million, excluding approximately $50 million of ~~2023.~~capital Weexpenditures ~~continue~~covered toby ~~focus~~insurance. onWe ~~actions~~anticipate toour ~~offset~~cash ~~costs~~flows ~~other~~will ~~than~~include ~~raw~~rationalization ~~materials~~payments ~~through~~of ~~cost~~approximately ~~savings~~$225 ~~initiatives~~million, ~~including~~as ~~initiatives~~we ~~related~~continue to ~~the~~implement elements of our Goodyear Forward plan, ~~rationalization~~to ~~actions,~~improve ~~and~~our ~~improvements~~cost ~~in price and product mix~~structure.

~~For~~Refer ~~the~~to ~~full~~"Item ~~year~~1A. ofRisk ~~2024,~~Factors" wein ~~continue~~the toQuarterly ~~expect~~Report ~~working~~on ~~capital~~Form to10-Q befor ~~flat~~the asquarterly ~~compared~~period toended ~~2023.~~June We30, ~~anticipate~~2024 ~~our~~and ~~capital~~in ~~expenditures~~the to2023 beForm ~~approximately~~10-K ~~$1,250~~for ~~million,~~a ~~excluding~~discussion ~~approximately~~of ~~$50~~the ~~million~~factors ofthat ~~capital~~may ~~expenditures~~impact ~~covered~~our bybusiness, ~~insurance.~~results Weof ~~anticipate~~operations, ~~our~~financial ~~cash~~condition ~~flows~~or ~~will~~liquidity ~~include~~and ~~rationalization~~"Forward-Looking ~~payments~~Information of— ~~approximately~~Safe ~~$300~~Harbor ~~million,~~Statement" asin wethis ~~continue~~Quarterly toReport ~~implement~~on ~~elements~~Form of10-Q ~~our~~for ~~Goodyear~~a ~~Forward~~discussion ~~plan~~of toour ~~improve~~use ~~our~~of ~~cost~~forward-looking ~~structure~~statements.

Refer to "Item 1A. Risk Factors" in this Quarterly Report on Form 10-Q and in the 2023 Form 10-K for a discussion of the factors that may impact our business, results of operations, financial condition or liquidity and "Forward-Looking Information — Safe Harbor Statement" in this Quarterly Report on Form 10-Q for a discussion of our use of forward-looking statements.

RESULTS OF OPERATIONS

CONSOLIDATED

Three Months Ended ~~June~~September 30, 2024 and 2023

Net sales in the ~~second~~third quarter of 2024 were $4,~~570~~824 million, decreasing $~~297~~318 million, or 6.12%, from $45,~~867~~142 million in the ~~second~~third quarter of 2023. Goodyear net ~~income~~loss was $8534 million, or $0.3012 per share, in the ~~second~~third quarter of 2024, compared to Goodyear net loss of $~~208~~89 million, or $0.7331 per share, in the ~~second~~third quarter of 2023.

Net sales decreased in the ~~second~~third quarter of 2024 primarily due to lower tire volume of $~~216~~333 million, representing lower tire volume ~~in Americas~~globally, ~~partially offset by higher tire volume in Asia Pacific, global declines in price and product mix of $134 million and~~ the negative impact of changes in foreign exchange rates globally of $5973 million, ~~primarily in EMEA and Asia Pacific,~~ driven by the strengthening of the U.S. dollar, ~~partially~~and ~~offset~~declines byin ~~$77~~price ~~million~~and ofproduct ~~sales~~mix ~~lost during the second quarter~~ of ~~2023~~$3 ~~due~~million, toprimarily ~~the~~in ~~Tupelo~~Americas, ~~storm~~partially ~~and~~offset by higher sales in other tire-related businesses of $2146 million, primarily due to increased third-party chemical sales in Americas and growth in Fleet Solutions in EMEA, and $33 million of sales lost during the third quarter of 2023 due to the Tupelo storm.

Worldwide tire unit sales in the ~~second~~third quarter of 2024 were 4042.15 million units, decreasing 02.78 million units, or 16.72%, from 4045.83 million units in the ~~second~~third quarter of 2023. Replacement tire volume decreased globally by 23.01 million units, or 69.70%. OE tire volume increased globally by 10.3 million units, or 122.85%.

Cost of Goods Sold ("CGS") in the ~~second~~third quarter of 2024 was $3,~~622~~881 million, decreasing $~~501~~290 million, or 127.20%, from $4,~~123~~171 million in the ~~second~~third quarter of 2023. CGS decreased primarily due to lower tire volume of $~~175~~259 million, ~~lower raw material costs of $160 million, lower global mix of $75 million,~~ savings related to the Goodyear Forward plan of $6177 million, foreign currency translation of $5156 million, ~~primarily~~lower inmix ~~EMEA and Asia Pacific, a benefit from insurance recoveries related to the Debica fire~~ of $5029 million, ~~partially~~in ~~offset~~Americas byand ~~the~~Asia ~~continued impact of the fire on Debica fixed cost absorption during ramp-up of $7 million~~Pacific, ~~lower transportation costs of $38 million~~ and a benefit of $20 million ($15 million after-tax and minority) from insurance proceeds for property damage and business interruptions resulting from storm damage events in prior years. These decreases were partially offset by higher conversion costs of $6787 million driven by inflation and the effect of lower tire production on fixed cost absorption ~~and inflation~~, anhigher ~~increase~~costs in ~~accelerated~~other ~~depreciation and asset write~~tire-~~offs~~related businesses of $2129 million, primarily related to ~~the~~Fleet ~~announced~~Solutions ~~plant~~in ~~closures~~EMEA inand ~~Asia~~higher ~~Pacific~~third-party chemical and ~~EMEA~~retail ~~and~~sales ain $3Americas, ~~million~~higher (raw material costs of $319 million, ~~after-tax~~an ~~and~~increase ~~minority)~~in ~~charge~~accelerated ~~related~~depreciation toand aasset ~~flood~~write-offs inof ~~South~~$11 ~~Africa.~~million ~~CGS~~primarily inrelated to the ~~second~~announced ~~quarter~~plant ofclosures ~~2023~~in ~~included~~EMEA aand Asia Pacific, and $53 million ($42 million after-tax and minority) ~~benefit~~as ~~related to the reversal of~~ a ~~portion~~result of the ~~estimated~~Debica ~~cleanup~~fire, ~~costs~~primarily ~~associated~~comprised ~~with the permanent closure~~ of ~~our~~repair ~~Gadsden, Alabama tire manufacturing facility (“Gadsden”)~~costs.

CGS in the ~~second~~third quarter of 2024 and 2023 included pension expense of $4 million ~~for~~and ~~each~~$3 ~~period~~million, respectively. CGS in the ~~second~~third quarter of 2024 included $63 million of incremental savings from rationalization plans. CGS was 7980.35% of sales in the ~~second~~third quarter of 2024, compared to 8481.71% in the ~~second~~third quarter of 2023.

SAG in the ~~second~~third quarter of 2024 was $~~731~~663 million, ~~increasing~~decreasing $2310 million, or 31.25%, from $~~708~~673 million in the ~~second~~third quarter of 2023. SAG ~~increased~~decreased primarily due to savings related to the Goodyear Forward plan of $33 million and lower advertising costs of $13 million. These decreases were partially offset by an increase in costs associated with the Goodyear Forward plan of $4014 million ($3010 million after-tax and minority), primarily related to third-party advisory, legal and consulting fees and costs associated with planned asset sales, increases in wages and benefits of $8 million, inflation on non-wage and benefits costs of $8 million, and an increase in accelerated lease costs and asset write-offs of $5 million.

29SAG in the third quarter of 2024 and 2023 included pension expense of $3 million and $4 million, respectively. SAG in the third quarter of 2024 included $7 million of incremental savings from rationalization plans, compared to $12 million in 2023. SAG was 13.7% of sales in the third quarter of 2024, compared to 13.1% in the third quarter of 2023.

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planned asset sales, and an increase in accelerated lease costs and asset write-offs of $11 million. These increases were partially offset by savings related to the Goodyear Forward plan of $16 million and foreign currency translation of $8 million.

SAG in the second quarter of 2024 and 2023 included pension expense of $2 million for each period. SAG in the second quarter of 2024 included $13 million of incremental savings from rationalization plans, compared to $12 million in 2023. SAG was 16.0% of sales in the second quarter of 2024, compared to 14.5% in the second quarter of 2023.

We recorded net rationalization charges of $19 million ($15 million after-tax and minority) in the second quarter of 2024 and $72 million ($58 million after-tax and minority) in the second quarter of 2023. Net rationalization charges in the second quarter of 2024 primarily related to the plan to open a new shared services center in Costa Rica, the plan to close our Fulda, Germany tire manufacturing facility (“Fulda”) and our Fürstenwalde, Germany tire manufacturing facility (“Fürstenwalde”) and closure of Cooper Tire's Melksham, United Kingdom tire manufacturing facility ("Melksham"), partially offset by reversals related our rationalization and workforce reorganization plan in EMEA due to voluntary attrition. Net rationalization charges in the second quarter of 2023 primarily related to the plan to close Fulda and the plan to reduce global operations and technology costs. For further information, refer to Note to the Consolidated Financial Statements No. 3, Costs Associated with Rationalization Programs.

CGS and SAG in the second quarter of 2024 included $43 million ($34 million after-tax and minority) of asset write-offs, accelerated depreciation and accelerated lease charges, primarily related to plant closures in Asia Pacific and EMEA and the exit of our retail operations in Australia and New Zealand. CGS and SAG in the second quarter of 2023 included $11 million ($10 million after-tax and minority) of accelerated depreciation and asset write-offs related to rationalization activities, primarily related to the integration of Cooper Tire and closure of Melksham.

Interest expense in the second quarter of 2024 was $130 million, decreasing $8 million, or 5.8%, from $138 million in the second quarter of 2023. The average interest rate was 6.21% in the second quarter of 2024 compared to 6.19% in the second quarter of 2023. The average debt balance was $8,371 million in the second quarter of 2024 compared to $8,911 million in the second quarter of 2023.

Other (Income) Expense in the second quarter of 2024 was $72 million of income, compared to $36 million of expense in the second quarter of 2023. The change in Other (Income) Expense was primarily due net gains on asset and other sales of $96 million ($68 million after-tax and minority) in the second quarter of 2024, primarily due to the sale of distribution centers in EMEA and Americas, compared to net gains on asset and other sales of $51 million ($37 million after-tax and minority) in 2023, primarily related to a sale and leaseback transaction in Americas. Additionally, there were no pension settlement charges in the second quarter of 2024 compared to pension settlement charges of $36 million ($28 million after-tax and minority) in the second quarter of 2023. Also contributing to the change is a net foreign exchange gain of $4 million in the second quarter of 2024 compared to net foreign exchange losses of $29 million in the second quarter of 2023, which were driven by the weakening of the Turkish lira and Argentine peso. Other expense in the second quarter of 2023 also included $4 million ($2 million after-tax and minority) of expense in 2023 for non-indemnified costs for product liability claims related to products manufactured by a formerly consolidated joint venture entity.

For the second quarter of 2024, we recorded income tax expense of $60 million on income before income taxes of $140 million. In the second quarter of 2023, we recorded an income tax benefit of $2 million on a loss before income taxes of $210 million. Income tax benefit for the three months ended June 30, 2023 includes net discrete tax expense of $2 million ($2 million after minority interest).

We record taxes based on overall estimated annual effective tax rates. The difference between our effective tax rate and the U.S. statutory rate of 21% for both the three months ended June 30, 2024 and 2023 primarily relates to losses in foreign jurisdictions in which no tax benefits are recorded and the discrete items noted above.

For further information regarding income taxes and the realizability of our deferred tax assets, including our foreign tax credits, refer to Note to the Consolidated Financial Statements No. 5, Income Taxes.

Minority shareholders’ net loss in the second quarter of 2024 was $5 million, primarily due to the plan to permanently close our Malaysia tire manufacturing facility, compared to breakeven in the second quarter of 2023.

Six Months Ended June 30, 2024 and 2023

Net sales in the first six months of 2024 were $9,107 million, decreasing $701 million, or 7.1%, from $9,808 million in the first six months of 2023. Goodyear net income was $28 million, or $0.10 per share, in the first six months of 2024, compared to Goodyear net loss of $309 million, or $1.08 per share, in the first six months of 2023.

Net sales decreased in the first six months of 2024 primarily due to lower tire volume of $403 million, representing lower tire volume in Americas and EMEA, partially offset by higher tire volume in Asia Pacific, global declines in price and product mix of $296 million and the negative impact of changes in foreign exchange rates of $95 million in EMEA and Asia Pacific, driven

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byWe ~~the~~recorded ~~strengthening~~an ofintangible ~~the~~asset ~~U.S.~~impairment ~~dollar,~~charge ~~partially~~of ~~offset~~$125 bymillion ($7794 million ofafter-tax ~~sales~~and ~~lost~~minority) ~~during~~in the ~~first~~third ~~half~~quarter of ~~2023~~2024 ~~due~~primarily related to our lower tier indefinite-lived intangible assets related to the ~~Tupelo~~acquisition ~~storm~~of Cooper Tire as a result of increased competition from lower tier imports in the market.

~~Worldwide~~We ~~tire~~recorded ~~unit~~net ~~sales~~rationalization charges of $11 million ($9 million after-tax and minority) in the ~~first~~third ~~six~~quarter ~~months~~ of 2024 ~~were~~and ~~80.5~~$198 million ~~units,~~($177 ~~decreasing~~million ~~2.1~~after-tax ~~million~~and ~~units,~~minority) orin 2the third quarter of 2023.5% Net rationalization charges in the third quarter of 2024 primarily related to a reduction in headcount in Americas, ~~from~~partially 82offset by reversals primarily related to our rationalization and workforce reorganization plan in EMEA due to voluntary attrition.6 ~~million~~Net ~~units~~rationalization charges in the ~~first~~third ~~six~~quarter ~~months~~ of 2023. ~~Replacement~~primarily ~~tire~~related ~~volume~~to ~~decreased~~the ~~globally~~rationalization byand 4workforce reorganization plan in EMEA and the exit of our retail operations in Australia and New Zealand.3 ~~million~~For ~~units~~further information, orrefer ~~7.1%.~~to OENote ~~tire~~to ~~volume~~the ~~increased~~Consolidated ~~globally~~Financial byStatements 2No.2 ~~million units~~3, orCosts 10Associated with Rationalization Programs.~~8%.~~

CGS inand ~~the~~SAG ~~first six months of 2024 was $7,337 million, decreasing $979 million, or 11.8%, from $8,316 million~~ in the ~~first~~third ~~six~~quarter ~~months~~ of ~~2023.~~2024 ~~CGS~~included ~~decreased primarily due to lower raw material costs of~~ $~~421~~25 million, ~~lower tire volume of~~ ($~~334~~23 million, ~~savings~~after-tax ~~related~~and tominority) ~~the Goodyear Forward plan~~ of ~~$117~~asset ~~million~~write-offs, ~~lower~~accelerated ~~global~~depreciation ~~mix~~and ofaccelerated ~~$103~~lease ~~million~~charges, ~~lower transportation costs of $87 million, foreign currency translation of $81 million,~~ primarily ~~in EMEA and Asia Pacific, a benefit from insurance recoveries~~ related to ~~the~~plans ~~Debica~~to ~~fire~~improve ofour ~~$50 million, partially offset by the continued impact of the fire on Debica fixed~~ cost ~~absorption~~structure ~~during~~through ~~ramp-up~~announced ~~and~~closures ~~other property damage~~ of ~~$21~~our ~~million~~Fulda, aFürstenwalde ~~benefit of $20 million ($15 million after-tax~~ and ~~minority)~~Malaysia ~~from~~tire ~~insurance~~manufacturing ~~proceeds for business interruptions resulting from storm damage events in prior years~~facilities, ~~and~~as awell ~~favorable~~as ~~$8 million ($6 million after-tax and minority) tax item in Brazil. These decreases were partially offset by higher conversion costs of $169 million driven by inflation and~~ the effect of lower tire production on fixed cost absorption and an increase in accelerated depreciation and asset write-offs of $53 million primarily related to the announced plant closures in Asia Pacific and EMEA and closure of a development center and warehouse in the U.S. CGS ~~in the first six months of 2024 includes a $3 million ($3 million after-tax~~ and ~~minority)~~SAG ~~charge related to a flood~~ in ~~South Africa. CGS in~~ the ~~first~~third ~~six~~quarter ~~months~~ of 2023 included a $58 million ($47 million after-tax and minority) ~~benefit related to the reversal~~ of aaccelerated ~~portion~~depreciation ofand ~~the~~asset ~~estimated~~write-offs ~~cleanup~~related ~~costs~~to ~~associated~~rationalization ~~with~~activities, ~~Gadsden~~primarily ~~and~~related to the ~~favorable~~integration ~~impact~~ of aCooper ~~successful~~Tire ~~legal~~and ~~claim~~closure of $3Cooper ~~million~~Tire's ~~($3~~Melksham, ~~million~~United ~~after-tax~~Kingdom ~~and~~tire ~~minority)~~manufacturing ~~related~~facility ~~to a 2005 warehouse fire in Spain~~("Melksham").

~~CGS~~Interest expense in the ~~first~~third ~~six~~quarter ~~months~~ of 2024 ~~and~~was ~~2023~~$135 ~~included~~million, ~~pension~~decreasing ~~expense of~~ $73 million, ~~and~~or 2.2%, from $8138 million, ~~respectively~~in the third quarter of 2023. ~~CGS~~The average interest rate was 6.17% in the ~~first~~third ~~six~~quarter ~~months~~ of 2024 ~~included~~compared $9to ~~million~~6.32% ofin ~~incremental~~the ~~savings~~third ~~from~~quarter ~~rationalization~~of ~~plans~~2023. ~~CGS~~The ~~was~~average ~~80.6%~~debt ofbalance ~~sales~~was $8,751 million in the ~~first~~third ~~six~~quarter ~~months~~ of 2024, compared to ~~84.~~$8%,738 million in the ~~first~~third ~~six~~quarter ~~months~~ of 2023.

~~SAG~~Other (Income) Expense in the ~~first~~third ~~six~~quarter ~~months~~ of 2024 was $~~1,427~~34 million, ~~increasing~~of ~~$55 million~~expense, orcompared ~~4.0%,~~to ~~from~~ $~~1,372~~21 million of expense in the ~~first~~third ~~six~~quarter ~~months~~ of 2023. ~~SAG~~The ~~increased~~change ~~primarily~~in ~~due~~Other to(Income) anExpense ~~increase~~was inprimarily ~~costs~~due ~~associated~~to ~~with~~transaction ~~the~~costs ~~Goodyear Forward plan~~ of $6711 million ($519 million after-tax and minority), ~~primarily~~incurred ~~related~~in tothe third~~-party~~ ~~advisory,~~quarter ~~legal~~of ~~and~~2024 ~~consulting~~related ~~fees~~to ~~and~~the ~~costs~~anticipated ~~associated~~sale ~~with~~of ~~planned~~the ~~asset~~OTR ~~sales~~business, ~~and~~lower aninterest ~~increase~~income inof ~~accelerated~~$7 ~~lease~~million ~~costs~~ and lower net gains on asset ~~write-offs~~sales of $285 million. ~~These~~Additionally, ~~increases~~there were ~~partially~~pension ~~offset~~settlement bycharges ~~savings~~of ~~related~~$4 tomillion ~~the~~($2 ~~Goodyear~~million ~~Forward~~after-tax ~~plan~~and ofminority) ~~$24~~and ~~million,~~expense ~~foreign~~for ~~currency~~non-indemnified ~~translation~~costs offor ~~$12~~product ~~million~~liability ~~and~~claims ~~other~~related ~~reductions~~to inproducts ~~wages~~manufactured ~~and~~by ~~benefits~~a formerly consolidated joint venture entity of $124 million. in the third quarter of 2023.

~~SAG~~In in the ~~first~~third ~~six~~quarter ~~months~~ of 2024, ~~and~~we ~~2023~~recorded ~~included~~income ~~pension~~tax expense of $69 million ~~and~~on a loss before income taxes of $525 million~~, respectively~~. ~~SAG~~Income intax ~~the~~expense ~~first~~for ~~six~~the three months ofended September 30, 2024 ~~included~~includes net discrete tax expense of $277 million of($7 ~~incremental~~million ~~savings~~after ~~from~~minority ~~rationalization~~interest). ~~plans~~In the third quarter of 2023, ~~compared~~we torecorded income tax expense of $2225 million inon ~~2023.~~a ~~SAG~~loss ~~was~~before ~~15.7%~~income taxes of ~~sales~~$59 inmillion. ~~the~~Income ~~first~~tax ~~six~~expense for the three months ofended ~~2024~~September 30, ~~compared~~2023 toincludes ~~14.0%~~a innet ~~the~~discrete ~~first~~tax ~~six~~benefit ~~months~~ of ~~2023~~$8 million ($8 million after minority interest).

We ~~recorded~~record ~~net~~taxes ~~rationalization~~based ~~charges~~on ofoverall ~~$41~~estimated ~~million~~annual ~~($31~~effective ~~million after-~~tax ~~and~~rates. ~~minority)~~The indifference ~~the~~between ~~first~~our ~~six~~effective ~~months~~tax ofrate ~~2024~~ and ~~$104 million ($84 million after-tax and minority) in~~ the ~~first~~U.S. ~~six~~statutory ~~months~~rate of ~~2023.~~21% ~~Net~~for ~~rationalization~~both ~~charges in~~ the ~~first~~three ~~six~~ months ofended ~~2024~~September ~~primarily related to the closure of Malaysia~~30, ~~the~~2024 ~~plan to open a new shared services center in Costa Rica, the announced closures of Fulda~~ and ~~Fürstenwalde~~2023 ~~and~~primarily ~~the~~relates ~~closure of Melksham, partially offset by reversals related~~ to ~~our~~losses ~~rationalization and workforce reorganization plan~~ in ~~EMEA~~foreign ~~due~~jurisdictions ~~to voluntary attrition. Net rationalization charges~~ in ~~the~~which ~~first~~no ~~six~~tax ~~months~~benefits ofare ~~2023~~recorded ~~primarily related to the plan to close Fulda, the plan to streamline our EMEA distribution network~~ and the ~~plan~~discrete toitems ~~reduce~~noted ~~global operations and technology costs~~above. ~~For further information, refer to Note to the Consolidated Financial Statements No. 3, Costs Associated with Rationalization Programs.~~

~~CGS~~For ~~and~~further ~~SAG~~information inregarding ~~the~~income ~~first~~taxes ~~six months of 2024 included $94 million ($76 million after-tax~~ and ~~minority) of asset write-offs, accelerated depreciation and accelerated lease charges, primarily related to plant closures in Asia Pacific and EMEA, closure of a development center in~~ the ~~U.S.~~realizability ~~and the exit~~ of our ~~retail~~deferred ~~operations~~tax inassets, ~~Australia~~including ~~and~~our ~~New~~foreign ~~Zealand. CGS and SAG in the first six months of 2023 included $13 million ($10 million after-~~tax ~~and~~credits, ~~minority)~~refer ~~of accelerated depreciation and asset write-offs related~~ to ~~rationalization~~Note ~~activities, primarily related~~ to the ~~integration~~Consolidated ofFinancial ~~Cooper~~Statements ~~Tire~~No. ~~and~~5, ~~closure~~Income ~~of Melksham~~Taxes.

~~Interest~~There ~~expense in the first six months of 2024~~ was ~~$256~~no ~~million,~~minority ~~decreasing~~shareholders’ $9net ~~million,~~income ~~or 3.4%, from $265 million~~ in the ~~first~~third ~~six~~quarter ~~months~~ of ~~2023. The average interest rate was 6.28% in the first six months of~~ 2024 ~~compared to 6.11% in the first six months of 2023. The average debt balance was $8~~,~~158~~ ~~million in the first six months of 2024~~ compared to $~~8,681~~5 million in the ~~first~~third ~~six~~quarter ~~months~~ of 2023.

~~Other~~Nine ~~(Income)~~Months ~~Expense~~Ended inSeptember ~~the first six months of 2024 was $42 million of income~~30, ~~compared to $61 million of expense in the first six months of 2023. The change in Other (Income) Expense was primarily due to net foreign exchange gains of $3 million in the first six months of~~ 2024 ~~compared to net foreign exchange losses of $41 million in the first six months of 2023, which were driven by the weakening of the Argentine peso~~ and ~~Turkish lira, and a pension settlement credit of $5 million ($4 million after-tax and minority) in the first six months of 2024 compared to pension settlement charges of $36 million ($28 after-tax and~~ 2023

Net sales in the first nine months of 2024 were $13,931 million, decreasing $1,019 million, or 6.8%, from $14,950 million in the first nine months of 2023. Goodyear net loss was $6 million, or $0.02 per share, in the first nine months of 2024, compared to Goodyear net loss of $398 million, or $1.40 per share, in the first nine months of 2023.

Net sales decreased in the first nine months of 2024 primarily due to lower tire volume of $736 million, representing lower tire volume in Americas and EMEA, partially offset by higher tire volume in Asia Pacific, global declines in price and product mix of $299 million and the negative impact of changes in foreign exchange rates of $168 million globally, driven by the strengthening of the U.S. dollar, partially offset by $110 million of sales lost during the first nine months of 2023 due to the Tupelo storm and higher sales in other tire-related businesses of $40 million, primarily driven by growth in Fleet Solutions in EMEA and increased third-party chemical sales in Americas.

Worldwide tire unit sales in the first nine months of 2024 were 123.0 million units, decreasing 4.9 million units, or 3.8%, from 127.9 million units in the first nine months of 2023. Replacement tire volume decreased globally by 7.4 million units, or 7.7%. OE tire volume increased globally by 2.5 million units, or 8.0%.

CGS in the first nine months of 2024 was $11,218 million, decreasing $1,269 million, or 10.2%, from $12,487 million in the first nine months of 2023. CGS decreased primarily due to lower tire volume of $593 million, lower raw material costs of $402

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~~minority)~~million, insavings ~~2023.~~related ~~Additionally,~~to the ~~change~~Goodyear inForward ~~Other~~plan ~~(Income)~~of ~~Expense~~$194 ~~reflects~~million, ~~net~~foreign ~~gains~~currency ontranslation ~~asset~~of ~~sales~~$137 inmillion, ~~the~~lower ~~first~~global ~~six~~mix ~~months~~ of ~~2024 of~~ $94132 million, ~~($66~~a ~~million~~benefit ~~after-tax~~from ~~and~~insurance ~~minority),~~recoveries ~~primarily~~ related to the ~~sale~~Debica fire of ~~distribution~~$50 ~~centers~~million, inpartially ~~EMEA~~offset ~~and~~by ~~Americas,~~the ~~compared~~continued toimpact aof ~~net~~the ~~gain~~fire on ~~asset~~Debica ~~sales~~fixed costs during ramp-up and other property damage of $6220 million, a benefit of $39 million ($4630 million after-tax and minority) infrom ~~2023,~~insurance ~~primarily~~proceeds ~~related~~for toproperty adamage ~~sale~~ and ~~leaseback~~business ~~transaction~~interruptions inresulting ~~Americas,~~from ~~and~~storm adamage ~~loss~~events onin ~~the~~Americas ~~sale~~in ofprior ~~receivables~~years, inand ~~Argentina~~a offavorable $8 million ($6 million after-tax and minority) tax item in ~~the~~Brazil. ~~first~~These ~~six~~decreases ~~months~~were partially offset by higher conversion costs of ~~2024~~$256 ~~compared~~million, todriven aby ~~loss~~inflation onand the ~~sale~~effect of ~~receivables~~lower tire production on fixed cost absorption, and an increase in ~~Argentina~~accelerated ofdepreciation ~~$10~~and ~~million~~asset (write-offs of $963 million ~~after-tax~~primarily ~~and~~related ~~minority)~~to in the ~~first~~announced ~~six~~plant ~~months~~closures ofin ~~2023.~~Asia ~~Other~~Pacific ~~(Income)~~and ~~Expense~~EMEA. ~~for~~CGS in the first ~~six~~nine months of 2024 ~~also~~ includes a ~~favorable~~ $23 million ($13 million after-tax and minority) ~~tax~~charge ~~item~~related into ~~Brazil.~~a ~~Other~~flood ~~(Income)~~in ~~Expense~~South Africa. CGS in the first ~~six~~nine months of 2023 ~~also~~included ~~includes~~a $155 million ($114 million after-tax and minority) ofbenefit ~~expense for non-indemnified costs for product liability claims~~ related to ~~products~~the ~~manufactured~~reversal byof a ~~formerly~~portion ~~consolidated~~of ~~joint~~the ~~venture~~estimated ~~entity,~~cleanup ~~$11~~costs ~~million~~associated ~~($8~~with ~~million~~the ~~after-tax~~permanent ~~and~~closure ~~minority)~~ of ~~income~~our ~~related~~Gadsden, toAlabama atire ~~favorable~~manufacturing ~~court~~facility ~~decision~~("Gadsden") ~~setting~~and ~~aside~~the afavorable ~~previous~~impact ~~unfavorable~~of ~~verdict~~a onsuccessful ~~intellectual property-related~~ legal ~~claims,~~claim ~~and~~of $53 million ($53 million after-tax and minority) ~~of income~~ related to ~~the~~a ~~write-off~~2005 ofwarehouse ~~accumulated~~fire ~~foreign currency translation~~ in ~~Russia~~Spain.

~~For~~CGS in the first ~~six~~nine months of 2024, weand ~~recorded~~2023 ~~income~~included ~~tax~~pension expense of $6611 million onfor ~~income~~each ~~before~~period. ~~income~~CGS ~~taxes~~in the first nine months of 2024 included $8812 million. ~~Income~~of ~~tax~~incremental ~~expense~~savings ~~for~~from ~~the~~rationalization ~~six~~plans. ~~months~~CGS ~~ended~~was ~~June~~80.5% ~~30,~~of ~~2024~~sales ~~was~~in ~~favorably~~the ~~impacted~~first bynine amonths ~~net~~of ~~discrete~~2024, ~~tax~~compared ~~benefit~~to of83.5% $1in ~~million~~the ~~($1~~first ~~million~~nine ~~after~~months ~~minority~~of ~~interest)~~2023.

InSAG in the first ~~six~~nine months of ~~2023~~2024 was $2,090 wemillion, ~~recorded~~increasing ~~income~~$45 ~~tax~~million, ~~benefit~~or of2.2%, from $32,045 million onin athe ~~loss~~first ~~before~~nine ~~income~~months ~~taxes~~of 2023. SAG increased primarily due to an increase in costs associated with the Goodyear Forward plan of $~~310~~81 million. ~~Income~~($61 million after-tax ~~benefit~~and ~~for~~minority), ~~the~~primarily ~~six~~related ~~months~~to ~~ended~~third-party ~~June~~advisory, 30legal and consulting fees and costs associated with planned asset sales, ~~2023~~an ~~was~~increase ~~unfavorably~~in ~~impacted~~accelerated lease costs and asset write-offs of $36 million, and inflation of $30 million. These increases were partially offset by ~~net~~savings ~~discrete~~related ~~tax~~to ~~expense~~the Goodyear Forward plan of $357 million, (foreign currency translation of $221 million, ~~after~~and ~~minority~~lower ~~interest)~~advertising costs of $15 million.

WeSAG ~~record~~in ~~taxes~~the ~~based~~first onnine ~~overall~~months ~~estimated~~of ~~annual~~2024 ~~effective~~and ~~tax~~2023 ~~rates.~~included ~~The~~pension ~~difference~~expense ~~between~~of ~~our~~$9 ~~effective~~million ~~tax~~for ~~rate~~each ~~and~~period. SAG in the ~~U.S.~~first ~~statutory~~nine ~~rate~~months of ~~21%~~2024 ~~for~~included ~~both~~$33 ~~the~~million ~~six~~of ~~months~~incremental ~~ended~~savings ~~June~~from 30rationalization plans, ~~2024~~compared ~~and~~to $34 million in 2023. ~~primarily~~SAG ~~relates~~was to15.0% ~~losses~~of sales in ~~foreign~~the ~~jurisdictions~~first innine ~~which~~months noof ~~tax~~2024, ~~benefits~~compared ~~are~~to ~~recorded~~13.7% ~~and~~in the ~~discrete~~first ~~items~~nine ~~noted~~months ~~above~~of 2023.

~~The~~We ~~Organisation~~recorded ~~for~~an ~~Economic~~intangible ~~Co-operation~~asset ~~and~~impairment ~~Development~~charge ~~(OECD)~~of ~~have~~$125 ~~published~~million ~~the~~($94 ~~Pillar~~million ~~Two model rules which adopt a global corporate minimum~~ after-tax ofand ~~15%~~minority) ~~for multinational enterprises with average revenue~~ in ~~excess~~the offirst ~~€750~~nine ~~million.~~months ~~Certain jurisdictions in which we operate enacted legislation consistent with one or more~~ of ~~the OECD Pillar Two model rules effective in~~ 2024. ~~The~~primarily ~~model~~related ~~rules~~to ~~include~~our ~~minimum~~lower ~~domestic~~tier ~~top~~indefinite-uplived ~~taxes,~~intangible ~~income~~assets ~~inclusion~~related ~~rules, and undertaxed profit rules all aimed~~ to ~~ensure~~the ~~that~~acquisition ~~multinational~~of ~~corporations~~Cooper ~~pay~~Tire as a ~~minimum~~result ~~effective corporate tax rate~~ of ~~15%~~increased incompetition ~~each~~from ~~jurisdiction~~lower intier ~~which~~imports ~~they operate. We do not expect the Pillar Two model rules to materially impact our annual effective tax rate~~ in ~~2024. However, we are continuing to evaluate~~ the ~~Pillar Two model rules and related legislation and their potential impact on future periods~~market.

AtWe ~~June~~recorded ~~30,~~net ~~2024~~rationalization ~~and~~charges ~~December~~of ~~31, 2023, we had approximately~~ $~~1.3~~52 ~~billion~~million ~~and~~ ($~~1.2~~40 ~~billion~~million ofafter-tax ~~U.S. federal, state~~ and ~~local~~minority) ~~net~~in ~~deferred~~the ~~tax~~first ~~assets,~~nine ~~respectively,~~months ~~inclusive~~ of ~~valuation~~2024 ~~allowances~~and ~~totaling~~ $22302 million in($262 ~~each~~million ~~period, primarily for state~~ after-tax ~~loss~~and ~~carryforwards~~minority) ~~with~~in ~~limited~~the ~~lives.~~first Asnine ofmonths ~~June 30, 2024, approximately $1.1 billion~~ of ~~these U~~2023.S. ~~net~~Net ~~deferred~~rationalization ~~tax~~charges ~~assets~~in ~~had~~the ~~unlimited~~first ~~lives~~nine ~~and~~months ~~approximately~~of ~~$200~~2024 ~~million~~primarily ~~had~~related ~~limited~~to ~~lives,~~the ~~including~~closures ~~$22 million~~ of ~~foreign~~our ~~tax~~Malaysia, ~~credits~~Melksham, Fulda and ~~the~~Fürstenwalde ~~majority~~tire domanufacturing ~~not~~facilities, ~~start~~as towell ~~expire~~as ~~until~~the ~~2031.~~closure As of ~~December~~a ~~31,~~development ~~2023,~~center ~~approximately~~and ~~$1.0~~warehouse ~~billion~~in ofthe ~~these~~ U.S., ~~net~~and ~~deferred~~the ~~tax~~plan ~~assets~~to ~~had~~open ~~unlimited~~a ~~lives~~new ~~and~~shared ~~approximately~~services ~~$200~~center ~~million~~in ~~had~~Costa ~~limited lives~~Rica, ~~including~~partially ~~$22~~offset ~~million~~by ofreversals ~~foreign~~related ~~tax~~to ~~credits,~~our rationalization and ~~the~~workforce ~~majority~~reorganization doplan ~~not~~in ~~start~~EMEA due to ~~expire~~voluntary ~~until 2031~~attrition. InNet ~~the~~rationalization ~~U.S.,~~charges asin ofthe ~~December~~first ~~31,~~nine ~~2023,~~months weof ~~emerged~~2023 ~~from~~primarily arelated ~~three-year~~to ~~cumulative~~the ~~loss~~rationalization ~~which~~and ~~was~~workforce ~~driven~~reorganization byplan ~~business~~in ~~disruptions~~EMEA, ~~created by~~ the ~~COVID-19~~plan ~~pandemic.~~to ~~Our~~reduce ~~U.S.~~production ~~cumulative~~capacity ~~income~~at ~~for~~Fulda, the ~~three-years~~plan ~~ended~~to ~~June~~improve ~~30,~~profitability ~~2024~~in isour ~~primarily~~Australia aand ~~result~~New ofZealand ~~gains~~operations, ~~from~~and ~~other~~the ~~comprehensive~~plan ~~income~~to ~~rather~~streamline ~~than~~our ~~consistently~~EMEA ~~profitable~~distribution Unetwork.S. ~~operating~~For ~~results.~~further ~~Our~~information, ~~U.S.~~refer ~~operating~~to ~~results~~Note ~~for~~to the ~~first~~Consolidated ~~six~~Financial ~~months~~Statements ofNo. ~~2024~~3, ~~have~~Costs ~~shown~~Associated ~~improvement~~with ~~when~~Rationalization ~~compared to the first six months of 2023~~Programs.

InCGS ~~assessing~~and ~~our~~SAG ~~ability~~in tothe ~~utilize~~first ~~our~~nine ~~net~~months ~~deferred~~of ~~tax~~2024 ~~assets,~~included we$119 ~~primarily~~million ~~consider~~($101 ~~objectively~~million ~~verifiable~~after-tax ~~evidence,~~and ~~including~~minority) ~~the improvement~~ of ~~our~~asset ~~U.S.~~write-offs, ~~operating~~accelerated ~~results~~depreciation ~~during~~and ~~the~~accelerated ~~first~~lease ~~half~~charges, ofprimarily ~~2024~~related asto aplant ~~result~~closures ofin ~~lower~~Asia ~~raw~~Pacific ~~material~~ and ~~transportation~~EMEA, ~~costs~~closure ~~and~~of ~~benefits~~a ~~from~~development ~~the~~center ~~Goodyear~~in ~~Forward~~the ~~plan~~U.S. ~~compared~~and to the ~~first~~exit ~~half~~ of ~~2023. In addition, we consider~~ our ~~current~~retail ~~forecasts~~operations ~~of future profitability~~ in ~~assessing~~Australia ~~our~~and ~~ability~~New toZealand. ~~realize~~CGS ~~our~~and ~~deferred~~SAG ~~tax~~in ~~assets~~the asfirst ~~well~~nine asmonths ~~the impact~~ of ~~tax~~2023 ~~planning~~included ~~strategies.~~$21 ~~These~~million ~~forecasts~~($16 ~~include~~million ~~the~~after-tax ~~impact of recent trends~~ and ~~various~~minority) ~~macroeconomic factors such as the impact~~ of ~~raw~~accelerated ~~material,~~depreciation ~~transportation, labor~~ and ~~energy~~asset ~~costs~~write-offs onrelated ~~our~~to ~~profitability.~~rationalization ~~Our~~activities, ~~tax~~primarily ~~planning~~related ~~strategies~~to ~~include~~the ~~accelerating~~integration ~~income~~of onCooper ~~cross~~Tire ~~border~~and ~~transactions,~~the ~~including~~closure ~~sales~~ of ~~inventory or raw materials to our subsidiaries~~Melksham, ~~reducing~~including ~~U.S.~~the ~~interest~~impact ~~expense~~of ~~by,~~$10 ~~for~~million ~~example, reducing intercompany loans through repatriating current year earnings~~ of ~~foreign~~recoveries ~~subsidiaries, repatriation~~ of ~~certain~~previously ~~foreign~~written-off ~~royalty~~accounts ~~income,~~receivable and other ~~financing~~assets ~~transactions,~~in ~~all of which would increase our domestic profitability~~Russia.

WeInterest ~~believe~~expense ~~our improvement~~ in ~~U.S. operating results for~~ the ~~six~~first nine months ~~ended~~of ~~June 30,~~ 2024 ~~compared~~was to$391 ~~the~~million, ~~six~~decreasing ~~months~~$12 ~~ended June 30~~million, ~~2023,~~or ~~as well as forecasts of future profitability~~3.0%, ~~provide~~from us$403 ~~sufficient~~million ~~positive~~in ~~evidence~~the tofirst ~~conclude~~nine ~~that~~months itof ~~is more likely than not that, at June 30, 2024, our U~~2023.S. ~~net~~The ~~deferred~~average ~~tax~~interest ~~assets~~rate ~~will~~was ~~be fully utilized~~6.24% ~~However,~~in ~~macroeconomic~~the ~~factors~~first ~~such~~nine asmonths ~~raw~~of ~~material,~~2024 ~~transportation,~~compared ~~labor~~to ~~and~~6.18% ~~energy~~in ~~costs~~the ~~possess~~first anine ~~high~~months ~~degree~~ of ~~volatility~~2023. ~~and~~The ~~can~~average ~~significantly~~debt ~~impact~~balance ~~our~~was ~~profitability. In addition~~$8,355 ~~certain~~million ~~tax~~in ~~provisions, such as~~ the ~~annual~~first ~~interest~~nine ~~expense~~months ~~limitation under Section 163(j)~~ of ~~the~~2024 ~~Internal~~compared ~~Revenue~~to ~~Code of 1986~~$8,700 ifmillion ~~amended,~~in ~~could~~the ~~impact~~first ~~our~~nine ~~analysis~~months of ~~the realizability of our U~~2023.~~S. deferred tax assets. If our U.S.~~

Other (Income) Expense in the first nine months of 2024 was $8 million of income, compared to $82 million of expense in the first nine months of 2023. The change in Other (Income) Expense was primarily due to net foreign exchange gains of $3 million in the first nine months of 2024 compared to net foreign exchange losses of $38 million in the first nine months of 2023, which were driven by the weakening of the Argentine peso and Turkish lira, and a pension settlement credit of $5 million ($4 million after-tax and minority) in the first nine months of 2024 compared to pension settlement charges of $40 million ($30 million after-tax and minority) in 2023. Additionally, the change in Other (Income) Expense reflects net gains on asset and other sales in the first nine months of 2024 of $87 million ($61 million after-tax and minority), primarily related to the sale of distribution centers in EMEA and Americas, compared to a net gain on asset and other sales of $58 million ($41 million after-tax and minority) in

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~~operating~~2023, ~~results~~primarily ~~significantly~~related ~~decline~~to a sale and leaseback transaction in Americas. Other (Income) Expense for the ~~future,~~first wenine ~~may~~months ~~need~~of 2024 had lower interest income of $14 million compared to ~~record~~the first nine months of 2023. Other (Income) Expense for the first nine months of 2024 also includes transaction costs of $11 million ($9 million after-tax and minority) related to the anticipated sale of the OTR business and a ~~valuation~~favorable ~~allowance~~$2 ~~which~~million ~~could~~($1 ~~adversely~~million ~~impact~~after-tax ~~our~~and ~~operating~~minority) ~~results~~tax item in Brazil. AsOther ~~such,~~(Income) weExpense ~~will~~in ~~closely~~the ~~monitor~~first ~~our~~nine ~~U.S.~~months ~~operations~~of as2023 ~~well~~also asincludes ~~any~~$19 million ($14 million after-tax ~~law~~and ~~changes~~minority) of expense for non-indemnified costs for product liability claims related to ~~assess~~products ~~the~~manufactured ~~realizability~~by a formerly consolidated joint venture entity, $11 million ($8 million after-tax and minority) of ~~our~~income ~~U.S.~~related ~~deferred~~to a favorable court decision setting aside a previous unfavorable verdict on intellectual property-related legal claims, and $5 million ($5 million after-tax ~~assets~~and minority) of income related to the write-off of accumulated foreign currency translation in Russia.

AtFor ~~June~~the ~~30,~~first ~~2024~~nine ~~and~~months ~~December~~of 312024, ~~2023,~~ we ~~also~~recorded ~~had~~income ~~approximately $1.5 billion of foreign net deferred~~ tax ~~assets~~expense ~~and related valuation allowances~~ of ~~approximately~~ $~~1.3~~75 ~~billion~~million ~~and~~on ~~$1.2~~income ~~billion,~~before ~~respectively.~~income ~~Our~~taxes ~~losses in various foreign taxing jurisdictions in recent periods represented sufficient negative evidence to require us to maintain a full valuation allowance against certain~~ of ~~these net foreign deferred tax assets. Most notably, in Luxembourg, we maintain a valuation allowance of approximately~~ $~~1.0~~63 ~~billion on all of our net deferred tax assets~~million. ~~Each~~Income ~~reporting period, we assess available positive and negative evidence and estimate if sufficient future taxable income will be generated to utilize these existing deferred~~ tax ~~assets.~~expense Wefor dothe ~~not~~nine ~~believe~~months ~~that~~ended ~~sufficient~~September ~~positive~~30, ~~evidence~~2024 ~~required~~was tounfavorably ~~release~~impacted ~~valuation~~by ~~allowances~~net ondiscrete ~~our foreign deferred~~ tax ~~assets~~expense ~~having a significant impact on our financial position or results~~ of ~~operations~~$6 ~~will~~million ~~exist~~($6 ~~within~~million ~~the~~after ~~next~~minority ~~twelve months~~interest).

In the first nine months of 2023, we recorded income tax expense of $22 million on a loss before income taxes of $369 million. Income tax expense for the nine months ended September 30, 2023 was favorably impacted by a net discrete tax benefit of $5 million ($6 million after minority interest).

We record taxes based on overall estimated annual effective tax rates. The difference between our effective tax rate and the U.S. statutory rate of 21% for both the nine months ended September 30, 2024 and 2023 primarily relates to losses in foreign jurisdictions in which no tax benefits are recorded and the discrete items noted above.

At September 30, 2024 and December 31, 2023, we had approximately $1.3 billion and $1.2 billion of U.S. federal, state and local net deferred tax assets, respectively, inclusive of valuation allowances totaling $29 million and $22 million, respectively, in each period, primarily for state tax loss carryforwards with limited lives. As of September 30, 2024, approximately $1.1 billion of these U.S. net deferred tax assets had unlimited lives and approximately $200 million had limited lives, including $22 million of foreign tax credits, and the majority do not start to expire until 2030. As of December 31, 2023, approximately $1.0 billion of these U.S. net deferred tax assets had unlimited lives and approximately $200 million had limited lives, including $22 million of foreign tax credits, and the majority do not start to expire until 2030. In the U.S., as of December 31, 2023, we emerged from a three-year cumulative loss which was driven by business disruptions created by the COVID-19 pandemic. Our U.S. cumulative income for the three-years ended September 30, 2024 is primarily a result of gains from other comprehensive income rather than consistently profitable U.S. operating results. Our U.S. operating results for the first nine months of 2024 have shown improvement when compared to the first nine months of 2023.

In assessing our ability to utilize our net deferred tax assets, we primarily consider objectively verifiable evidence, including the improvement of our U.S. operating results during the first nine months of 2024 as a result of lower raw material and transportation costs and benefits from the Goodyear Forward plan compared to the first nine months of 2023. In addition, we consider our current forecasts of future profitability in assessing our ability to realize our deferred tax assets as well as the impact of tax planning strategies. These forecasts include the impact of recent trends and various macroeconomic factors such as the impact of raw material, transportation, labor and energy costs on our profitability. Our tax planning strategies include accelerating income on cross border transactions, including sales of inventory or raw materials to our subsidiaries, reducing U.S. interest expense by, for example, reducing intercompany loans through repatriating current year earnings of foreign subsidiaries, repatriation of certain foreign royalty income, and other financing transactions, all of which would increase our domestic profitability.

We believe our improvement in U.S. operating results for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, as well as forecasts of future profitability, provide us sufficient positive evidence to conclude that it is more likely than not that, at September 30, 2024, our U.S. net deferred tax assets will be fully utilized. However, macroeconomic factors such as raw material, transportation, labor and energy costs possess a high degree of volatility and can significantly impact our profitability. In addition, certain tax provisions, such as the annual interest expense limitation under Section 163(j) of the Internal Revenue Code of 1986, if amended, could impact our analysis of the realizability of our U.S. deferred tax assets. If our U.S. operating results significantly decline in the future, we may need to record a valuation allowance

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which could adversely impact our operating results. As such, we will closely monitor our U.S. operations as well as any tax law changes to assess the realizability of our U.S. deferred tax assets.

At September 30, 2024 and December 31, 2023, we also had approximately $1.6 billion and $1.5 billion of foreign net deferred tax assets, respectively, and related valuation allowances of approximately $1.3 billion and $1.2 billion, respectively. Our losses in various foreign taxing jurisdictions in recent periods represented sufficient negative evidence to require us to maintain a full valuation allowance against certain of these net foreign deferred tax assets. Most notably, in Luxembourg, we maintain a valuation allowance of approximately $1.1 billion on all of our net deferred tax assets. Each reporting period, we assess available positive and negative evidence and estimate if sufficient future taxable income will be generated to utilize these existing deferred tax assets. We do not believe that sufficient positive evidence required to release valuation allowances on our foreign deferred tax assets having a significant impact on our financial position or results of operations will exist within the next twelve months.

Minority shareholders’ net loss in the first ~~six~~nine months of 2024 was $6 million, primarily due to the ~~plan~~closure toof ~~permanently close~~ our Malaysia tire manufacturing facility, compared to net income of $27 million in the first ~~six~~nine months of 2023.

SEGMENT INFORMATION

Segment information reflects our strategic business units (“SBUs”), which are organized to meet customer requirements and global competition and are segmented on a regional basis.

Results of operations are measured based on net sales to unaffiliated customers and segment operating income. Each segment exports tires to other segments. The financial results of each segment exclude sales of tires exported to other segments, but include operating income derived from such transactions. Segment operating income is computed as follows: Net Sales less CGS (excluding asset write-off and accelerated depreciation charges) and SAG (including certain allocated corporate administrative expenses). Segment operating income also includes certain royalties and equity in earnings of most affiliates. Segment operating income does not include net rationalization charges (credits), asset sales and certain other items.

Total segment operating income for the ~~second~~third quarter of 2024 was $~~339~~347 million, an increase of $~~215~~11 million, or ~~173~~3.43%, from $~~124~~336 million in the ~~second~~third quarter of 2023. Total segment operating margin in the ~~second~~third quarter of 2024 was 7.42%, compared to 26.5% in the ~~second~~third quarter of 2023. Total segment operating income for the first ~~six~~nine months of 2024 was $~~586~~933 million, an increase of $~~337~~348 million, or ~~135~~59.35%, from $~~249~~585 million in the first ~~six~~nine months of 2023. Total segment operating margin in the first ~~six~~nine months of 2024 was 6.47%, compared to 23.59% in the first ~~six~~nine months of 2023.

Management believes that total segment operating income is useful because it represents the aggregate value of income created by our SBUs and excludes items not directly related to the SBUs for performance evaluation purposes. Total segment operating income is the sum of the individual SBUs’ segment operating income. Refer to Note to the Consolidated Financial Statements No. 7, Business Segments, for further information and for a reconciliation of total segment operating income to Income (Loss) before Income Taxes.

Americas

	Three Months Ended June 30,												Six Months Ended June 30,
	Three Months Ended September 30,												Nine Months Ended September 30,
(In millions)	2024			2023			Change			PercentChange			2024			2023			Change			PercentChange
Tire Units		1921.60			2022.89			(1.29	)		(58.93	)%		3859.6			4164.32			(24.76	)		(6.7.2	)%
Net Sales	$	2,~~697~~858		$	23,~~939~~120		$	(~~242~~262	)		(8.24	)%	$	58,~~285~~143		$	58,~~806~~926		$	(~~521~~783	)		(98.08	)%
Operating Income		~~241~~251			~~103~~258			~~138~~(7	)		~~134~~(2.07	)%		~~420~~671			~~182~~440			~~238~~231			~~130~~52.85	%
Operating Margin		8.98	%		38.53	%								78.92	%		34.19	%

Three Months Ended ~~June~~September 30, 2024 and 2023

Americas unit sales in the ~~second~~third quarter of 2024 decreased 1.29 million units, or 58.93%, to 1921.60 million units. Replacement tire volume decreased 12.43 million units, or 811.63%, primarily in our consumer business, driven by increased competitiveness in the U.S. from the lower tier market and the transitory impact from distribution changes in Latin America. OE tire volume increased 0.24 million units, or 6.7.9%, ~~versus~~primarily ~~the~~in ~~second~~our ~~quarter~~consumer ofbusiness ~~2023~~in Brazil.

Net sales in the ~~second~~third quarter of 2024 were $2,~~697~~858 million, decreasing $~~242~~262 million, or 8.24%, from $23,~~939~~120 million in the ~~second~~third quarter of 2023. The decrease in net sales was primarily due to lower tire volume of $~~257~~264 million, ~~and~~ unfavorable ~~price~~foreign ~~and~~currency ~~product~~translation ~~mix~~ of $9446 million., ~~These~~primarily ~~decreases~~related ~~were~~to ~~partially~~the ~~offset~~weakening byof ~~$77~~the ~~million~~Brazilian ofreal ~~sales~~and ~~lost~~Mexican ~~during~~peso, ~~the~~and ~~second~~unfavorable ~~quarter~~price and product mix of ~~2023~~$35 ~~due~~million. toThese ~~the~~decreases ~~Tupelo~~were ~~storm,~~partially offset by increased sales in other tire-related businesses of $1637 million, ~~primarily due to higher third-party~~

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primarily due to higher third-party chemical and retail sales, a $1333 million ~~benefit~~of ~~related~~sales tolost during the ~~Goodyear~~third ~~Forward~~quarter ~~plan,~~of ~~and~~2023 ~~favorable~~due ~~foreign~~to ~~currency~~the ~~translation~~Tupelo ofstorm, and a $313 million, ~~primarily~~benefit related to the ~~strengthening~~Goodyear ofForward ~~the Mexican peso~~plan.

Operating income in the ~~second~~third quarter of 2024 was $~~241~~251 million, ~~increasing~~decreasing $~~138~~7 million, or ~~134~~2.07%, from $~~103~~258 million in the ~~second~~third quarter of 2023. The ~~increase~~decrease in operating income was due to lower ~~raw~~tire ~~material~~volume ~~costs~~ of $9759 million, ahigher conversion costs of $5655 million, ~~benefit~~driven ~~related~~by to the ~~Goodyear~~effect ~~Forward~~of ~~plan,~~lower ~~$50~~tire ~~million~~production ~~related~~on tofixed ~~the~~cost ~~2023~~absorption ~~negative~~and ~~impact~~inflation, ofunfavorable ~~the~~price ~~Tupelo~~and ~~storm~~product mix of $17 million, ~~lower~~unfavorable ~~transportation~~foreign currency translation of $9 million, and ~~imported~~higher ~~tire~~raw material costs of $431 million. These decreases were partially offset by a $79 million benefit related to the Goodyear Forward plan, a benefit of $20 million from insurance proceeds for property damage and business interruptions resulting from storm damage events in prior years, ~~lower SAG of $8 million, and~~ increased earnings in other tire-related businesses of $419 million, primarily due to higher third-party chemical earnings., ~~These~~lower ~~increases~~imported ~~were~~tire ~~partially~~costs ~~offset by unfavorable price and product mix~~ of $608 million, ~~lower~~and ~~tire volume of~~ $545 million, ~~and~~related ~~higher~~to ~~conversion~~the ~~costs~~2023 ofnegative ~~$21~~impact ~~million,~~of ~~driven~~the byTupelo ~~inflation~~storm. Operating income for the ~~second~~third quarter of 2024 includes incremental ~~SAG~~ savings from rationalization plans of $127 million.

Operating income in the ~~second~~third quarter of 2024 excluded net ~~gains on asset sales of $14 million, net~~ rationalization charges of $115 million and asset write-offs, accelerated depreciation and accelerated lease ~~charges~~costs of $21 million. Operating income in the ~~second~~third quarter of 2023 excluded net gains on asset sales of $606 million, ~~asset~~net ~~write-offs~~rationalization ~~and~~charges ~~accelerated depreciation~~ of $74 million, and ~~net~~asset ~~rationalization~~write-offs ~~charges~~and accelerated depreciation of $3 million.

~~Six~~Nine Months Ended ~~June~~September 30, 2024 and 2023

Americas unit sales in the first ~~six~~nine months of 2024 decreased 24.76 million units, or 6.7.2%, to 3859.6 million units. Replacement tire volume decreased 25.92 million units, or 8.9.8%, primarily in our consumer business, driven by increased competitiveness in the U.S. from the lower tier market and the transitory impact from distribution changes in Latin America. OE tire volume increased 0.26 million units, or 35.92%, ~~versus~~primarily ~~the~~in ~~first~~our ~~six~~consumer ~~months~~business ofin ~~2023~~Brazil and the U.S.

Net sales in the first ~~six~~nine months of 2024 were $58,~~285~~143 million, decreasing $~~521~~783 million, or 98.08%, from $58,~~806~~926 million in the first ~~six~~nine months of 2023. The decrease in net sales was primarily due to lower tire volume of $~~433~~697 million, unfavorable price and product mix of $~~198~~233 million, and ~~decreased~~unfavorable ~~sales~~foreign incurrency ~~other~~translation ~~tire-related businesses~~ of $1123 million, primarily ~~due~~related to ~~lower~~the ~~third-party~~weakening ~~chemical~~of ~~sales~~the Brazilian real. These decreases were partially offset by $77110 million of sales lost during the ~~first~~nine ~~half~~months of 2023 due to the Tupelo storm, ~~favorable~~a ~~foreign currency translation of~~ $2334 million, ~~primarily~~benefit related to the ~~strengthening~~Goodyear ofForward ~~the~~plan, ~~Mexican~~and ~~peso~~increased ~~and~~sales ~~Brazilian~~in ~~real,~~other ~~and~~tire-related abusinesses of $2126 million, ~~benefit~~primarily ~~related~~due to ~~the~~higher ~~Goodyear~~third-party ~~Forward~~retail ~~plan~~and chemical sales.

Operating income in the first ~~six~~nine months of 2024 was $~~420~~671 million, increasing $~~238~~231 million, or ~~130~~52.85%, from $~~182~~440 million in the first ~~six~~nine months of 2023. The increase in operating income was due to lower raw material costs of $~~241~~240 million, ~~lower transportation and imported tire costs of $117 million,~~ a $98177 million benefit related to the Goodyear Forward plan, lower transportation and imported tire costs of $50111 million, $55 million related to the 2023 negative impact of the Tupelo storm, ~~lower SAG of $24 million,~~ a benefit of $2039 million from insurance proceeds for property damage and business interruptions resulting from storm damage events in prior years, ~~and~~ increased earnings in other tire-related businesses of $1433 million, primarily due to higher third-party chemical and retail earnings, and lower SAG of $23 million. These increases were partially offset by unfavorable price and product mix of $~~177~~194 million, lower tire volume of $82141 million, and higher conversion costs of $60115 million, driven by inflation and the effect of lower tire production on fixed cost absorption. Operating income for the first ~~six~~nine months of 2024 includes incremental ~~SAG~~ savings from rationalization plans of $2331 million.

Operating income in the first ~~six~~nine months of 2024 excluded net rationalization charges of $1520 million, net gains on asset sales of $14 million, and asset write-offs, accelerated depreciation and accelerated lease ~~charges~~costs of $1011 million. Operating income in the first ~~six~~nine months of 2023 excluded net gains on asset sales of $6268 million, asset write-offs and accelerated depreciation of $1518 million, and net rationalization charges of $812 million.

Europe, Middle East and Africa

	Three Months Ended June 30,												Six Months Ended June 30,
	Three Months Ended September 30,												Nine Months Ended September 30,
(In millions)	2024			2023			Change			PercentChange			2024			2023			Change			PercentChange
Tire Units		1112.62			1112.85			(0.23	)		(02.9	)%		2436.13			2537.05			(01.92	)		(3.21	)%
Net Sales	$	1,~~279~~348		$	1,~~341~~374		$	(6226	)		(41.69	)%	$	23,~~626~~974		$	24,~~833~~207		$	(~~207~~233	)		(75.35	)%
Operating Income (Loss)		35			(19	)		54		N/M				43			(11	)		54		N/M
Operating Income		24			22			2			9.1	%		67			11			56			509.1	%
Operating Margin		21.78	%		(1.46	)%								1.67	%		(0.43	)%

Three Months Ended ~~June~~September 30, 2024 and 2023

EMEA unit sales in the ~~second~~third quarter of 2024 decreased 0.23 million units, or 02.9%, to 1112.62 million units. Replacement tire volume decreased 0.21 million units, or 12.41%, mainly driven by our consumer business, reflecting lower tire volume in Eastern Europe, particularly Turkey. OE tire volume ~~remained~~decreased ~~flat~~0.2 ~~compared~~million tounits, ~~the~~or ~~second~~5.6%, ~~quarter~~primarily ofin ~~2023~~our consumer business, driven by lower vehicle production.

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Net sales in the ~~second~~third quarter of 2024 were $1,~~279~~348 million, decreasing $6226 million, or 41.69%, from $1,~~341~~374 million in the ~~second~~third quarter of 2023. The decrease in net sales was primarily due to lower tire volume of $36 million and the negative impact of changes in foreign exchange rates of $4725 million, driven by a weaker Turkish lira and euro, partially offset by a stronger Polish zloty. ~~and~~These ~~British~~decreases ~~pound,~~were ~~and~~partially ~~declines~~offset by improvements in price and product mix of $1624 million and higher sales in other tire-related businesses of $11 million, primarily due to growth in Fleet Solutions.

Operating income in the ~~second~~third quarter of 2024 was $3524 million, increasing $542 million, ~~from~~or ~~operating~~9.1%, ~~loss~~from of $1922 million in the ~~second~~third quarter of 2023. The ~~change~~increase in operating income was primarily due to ~~lower raw material costs of $57 million,~~ a benefit ~~from insurance recoveries~~ related to the ~~Debica~~Goodyear ~~fire~~Forward plan of $5033 million, ~~partially~~favorable ~~offset~~price byand ~~the~~product ~~continued~~mix ~~impact~~ of ~~the~~$24 ~~fire~~million, onhigher ~~Debica~~earnings ~~fixed~~in ~~cost~~other ~~absorption during ramp~~tire-uprelated businesses of $71 million, ~~and~~primarily ~~incremental~~due ~~savings~~to ~~from~~Fleet ~~the~~Solutions, ~~Goodyear~~and ~~Forward~~favorable ~~plan~~foreign currency translation of $271 million. These improvements were partially offset by higher conversion costs of $4636 million, driven by ~~higher inflation and~~ the effect of decreased tire production on fixed cost absorption and inflation, ~~higher~~lower ~~SAG~~tire volume of $127 million, ~~primarily due to~~ higher ~~warehousing~~raw ~~and~~material ~~rent~~ costs, ~~unfavorable~~of ~~price~~$6 ~~and~~million, ~~product~~higher ~~mix~~SAG of $5 million, ~~and~~primarily ~~lower~~due ~~earnings~~to inhigher ~~other~~bad ~~tire-related~~debt, ~~businesses~~and of $3 million as a result of the Debica fire, primarily ~~due~~comprised toof ~~lower~~repair ~~motorcycle earnings~~costs. Operating income for ~~second~~third quarter of 2024 includes incremental ~~CGS and~~ SAG savings from rationalization plans of $~~5 million and $~~2 million~~, respectively~~.

Operating income in the ~~second~~third quarter of 2024 ~~excluded~~includes ~~an $82 million gain on asset sales,~~ accelerated depreciation ~~and accelerated lease charges~~ of $17 million, and net rationalization ~~charges~~reversals of $32 million. Operating ~~loss~~income in the ~~second~~third quarter of 2023 excluded net rationalization charges of $64139 million and accelerated depreciation of $45 million.

~~Six~~Nine Months Ended ~~June~~September 30, 2024 and 2023

EMEA unit sales in the first ~~six~~nine months of 2024 decreased 01.92 million units, or 3.21%, to 2436.13 million units. Replacement tire volume decreased 01.90 million units, or 43.56%, mainly driven by our consumer business, reflecting the impacts of competitiveness from the lower tier market, and lower tire volume ~~in Eastern Europe~~, ~~and~~particularly ~~industry declines~~ in ~~commercial~~Turkey. OE tire volume ~~remained~~decreased ~~flat~~0.2 ~~compared~~million tounits, ~~the~~or ~~first~~1.5%, ~~six~~primarily ~~months~~in ofour ~~2023~~consumer business, driven by lower vehicle production.

Net sales in the first ~~six~~nine months of 2024 were $23,~~626~~974 million, decreasing $~~207~~233 million, or 75.35%, from $24,~~833~~207 million in the first ~~six~~nine months of 2023. The decrease in net sales was primarily driven by the negative impact of changes in foreign exchange rates of $87112 million, driven by a weaker Turkish lira, partially offset by a stronger Polish zloty, ~~euro and~~ British pound and euro, lower tire volume of $67103 million, and unfavorable price and product mix of $5733 million. These decreases were partially offset by higher sales in other tire-related businesses of $15 million, primarily due to growth in Fleet Solutions.

Operating income in the first ~~six~~nine months of 2024 was $4367 million, increasing $5456 million, ~~from~~or ~~operating~~509.1%, ~~loss~~from of $11 million in the first ~~six~~nine months of 2023. The ~~change~~increase in operating income was primarily due to lower raw material costs of $~~161~~155 million, ~~incremental savings from the Goodyear Forward plan of $51 million~~ and a benefit ~~from insurance recoveries~~ related to the ~~Debica~~Goodyear ~~fire~~Forward ofplan ~~$50 million, partially offset by the continued impact~~ of ~~the fire on Debica fixed cost absorption during ramp-up of~~ $1884 million. These improvements were partially offset by higher conversion costs of $~~111~~147 million, driven by ~~higher inflation and~~ the effect of decreased tire production on fixed cost absorption, ~~unfavorable price~~ and ~~product mix of $24 million~~inflation, ~~lower earnings in other tire-related businesses of $14 million, primarily due to lower motorcycle earnings,~~ higher SAG of $1318 million, primarily due to higher ~~warehousing~~bad debt and rent costs, and lower tire volume of $1118 million. Operating income for the first ~~six~~nine months of 2024 includes incremental CGS and SAG savings from rationalization plans of $8 million and $47 million, respectively.

Operating income in the first ~~six~~nine months of 2024 excluded an $80 million gain on asset sales, accelerated depreciation and accelerated lease ~~charges~~costs of $3350 million, and net rationalization charges of $108 million. Operating ~~loss~~income in the first ~~six~~nine months of 2023 excluded net rationalization charges of $88227 million, accelerated depreciation of $13 million and recoveries of previously written -off accounts receivable and other assets of $10 million in Russia ~~and accelerated depreciation of $8 million~~.

Asia Pacific

	Three Months Ended June 30,												Six Months Ended June 30,
	Three Months Ended September 30,												Nine Months Ended September 30,
(In millions)	2024			2023			Change			PercentChange			2024			2023			Change			PercentChange
Tire Units		8.9.3			89.29			(0.76	)		7(5.84	)%		1727.81			1626.32			10.59			83.95	%
Net Sales	$	~~594~~618		$	~~587~~648		$	7(30	)		1(4.26	)%	$	1,~~196~~814		$	1,~~169~~817		$	27(3	)		2(0.32	)%
Operating Income		6372			4056			2316			5728.56	%		~~123~~195			78134			4561			5745.75	%
Operating Margin		1011.67	%		6.8.6	%								10.37	%		6.7.4	%

Three Months Ended ~~June~~September 30, 2024 and 2023

Asia Pacific unit sales in the ~~second~~third quarter of 2024 ~~increased~~decreased 0.76 million units, or 75.84%, to 8.9.3 million units. OEReplacement tire volume ~~increased~~decreased 10.17 million units, or 3213.20%, ~~driven~~due byto ansoftness ~~increase~~ in consumer EVreplacement ~~fitments~~ in most of our key markets, including Australia, China and India. ~~Replacement~~OE tire volume ~~decreased~~increased 0.41 million units, or 83.96%, ~~due~~primarily todriven ~~the~~by ~~impact~~an ofincrease ~~the Australia transformation and softness~~ in consumer ~~replacement~~EV fitments in ~~most of our markets~~China.

35Net sales in the third quarter of 2024 were $618 million, decreasing $30 million, or 4.6%, from $648 million in the third quarter of 2023. The decrease in net sales was primarily due to lower tire volume of $33 million, lower sales in other tire-related

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~~Net~~businesses ~~sales in the second quarter~~ of ~~2024 were~~ $~~594~~2 million, ~~increasing~~and $7unfavorable ~~million,~~foreign orcurrency ~~1.2%,~~translation ~~from~~of $~~587~~2 million ~~in the second quarter of 2023. The increase in net sales was primarily~~ due to ~~higher~~the ~~tire~~strengthening ~~volume~~ of ~~$43~~the ~~million~~U.S. ~~and~~dollar. ~~higher~~The ~~sales~~decrease inis ~~other tire-related businesses of $2 million,~~ partially offset by ~~unfavorable~~favorable price and product mix of $248 million ~~driven by the Australia transformation and unfavorable foreign currency translation of $15 million due to the strengthening of the U~~.~~S. dollar.~~

Operating income in the ~~second~~third quarter of 2024 was $6372 million, increasing $2316 million, or 5728.56%, from $4056 million in the ~~second~~third quarter of 2023. The increase in operating income was primarily due to ~~higher~~favorable ~~tire~~price ~~volume~~and product mix of $1219 million, ~~savings~~a ~~generated~~benefit byrelated to the Goodyear Forward plan of $711 million, and lower ~~raw~~SAG ~~material costs~~ of $6 million., ~~These increases were~~ partially offset by ~~unfavorable~~higher ~~foreign~~raw ~~currency~~material ~~translation~~costs of $212 million and lower tire volume of $8 million.

Operating income in the ~~second~~third quarter of 2024 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $7 million, net rationalization charges of $241 million, and net gains on asset sales of $1 million. Operating income in the third quarter of 2023 excluded net rationalization charges of $220 million.

~~Six~~Nine Months Ended ~~June~~September 30, 2024 and 2023

Asia Pacific unit sales in the first ~~six~~nine months of 2024 increased 10.59 million units, or 83.95%, to 1727.81 million units. OE tire volume increased 2.01 million units, or 2919.40%, primarily due to an increase in consumer EV fitments in China. Replacement tire volume decreased 01.52 million units, or 58.31%, due to ~~the~~softness ~~impact~~in ofconsumer ~~the~~replacement ~~Australia~~in ~~transformation~~most ~~and~~of ~~softness~~our inkey ~~consumer~~markets, ~~replacement~~including inAustralia, ~~Japan~~China and India.

Net sales in the first ~~six~~nine months of 2024 were $1,~~196~~814 million, ~~increasing~~decreasing $273 million, or 20.32%, from $1,~~169~~817 million in the first ~~six~~nine months of 2023. The ~~increase~~decrease in net sales was primarily due to ~~higher tire volume of $97 million, partially offset by~~ unfavorable price and product mix of $4133 million driven by the Australia transformation, ~~and~~ unfavorable foreign currency translation of $3133 million due to the strengthening of the U.S. dollar, and lower sales in other tire-related businesses of $1 million, partially offset by higher tire volume of $64 million.

Operating income in the first ~~six~~nine months of 2024 was $~~123~~195 million, increasing $4561 million, or 5745.75%, from $78134 million in the first ~~six~~nine months of 2023. The increase in operating income was primarily due to ~~higher~~favorable ~~tire~~price ~~volume~~and product mix of $2427 million, ~~lower~~a ~~raw~~benefit ~~material~~related ~~costs~~to the Goodyear Forward plan of $1924 million, ~~and~~higher ~~savings~~tire ~~generated~~volume byof ~~the~~$16 ~~Goodyear~~million, ~~Forward~~and ~~plan~~lower conversion costs of $136 million. These increases were partially offset by ~~higher~~unfavorable ~~SAG~~foreign currency translation of $74 million and ~~unfavorable~~lower ~~foreign~~income ~~currency~~in ~~translation~~other tire-related businesses of $42 million.

Operating income in the first ~~six~~nine months of 2024 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $37 million, net rationalization charges of $3114 million, and net ~~rationalization~~gains ~~charges~~on asset sales of $131 million. Operating income in the first ~~six~~nine months of 2023 excluded net rationalization charges of $323 million.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash generated from our operating and financing activities. Our cash flows from operating activities are driven primarily by our operating results and changes in our working capital requirements and our cash flows from financing activities are dependent upon our ability to access credit or other capital.

At ~~June~~September 30, 2024, we had $~~789~~905 million in cash and cash equivalents, compared to $902 million at December 31, 2023. For the ~~six~~nine months ended ~~June~~September 30, 2024, net cash used for operating activities was $~~518~~591 million, reflecting cash used for working capital of $~~788~~1,124 million and rationalization payments of $~~105~~149 million, as well as the Company's net ~~income~~loss for the period of $2212 million, which included non-cash charges for depreciation and amortization of $~~546~~800 million, an intangible asset impairment of $125 million, net rationalization charges of $4152 million, ~~and~~ a non-cash gain on asset sales of $9495 million, and a gain on insurance recoveries for damaged property, plant and equipment of $61 million. Net cash used for investing activities was $~~488~~759 million, primarily representing capital expenditures of $~~634~~912 million and loans to TireHub of $1728 million, partially offset by proceeds from asset sales of $~~124~~126 million, primarily related to the sale of a distribution center in Germany and the sale and leaseback of a warehouse in Americas, and insurance recoveries of $3748 million for replacement of equipment damaged in the Debica fire and building damage in the Tupelo storm. Net cash provided by financing activities was $~~896~~1,315 million, primarily due to net borrowings of $~~919~~1,366 million.

At ~~June~~September 30, 2024, we had $32,~~227~~508 million of unused availability under our various credit agreements, compared to $4,247 million at December 31, 2023. The table below presents unused availability under our credit facilities at those dates:

(In millions)	~~June~~September 30,2024		December 31,2023
First lien revolving credit facility	$	1,~~934~~609	$	2,241
European revolving credit facility		~~616~~358		884
Chinese credit facilities		~~475~~342		657
Mexican credit facility		—		116
Other foreign and domestic debt		~~202~~199		349
	$	32,~~227~~508	$	4,247

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We have deposited our cash and cash equivalents and entered into various credit agreements and derivative contracts with financial institutions that we considered to be substantial and creditworthy at the time of such transactions. We seek to control our exposure to these financial institutions by diversifying our deposits, credit agreements and derivative contracts across multiple financial institutions, by setting deposit and counterparty credit limits based on long term credit ratings and other indicators of credit risk such as credit default swap spreads and default probabilities, and by monitoring the financial strength of these financial institutions on a regular basis. We also enter into master netting agreements with counterparties when possible. By controlling and monitoring exposure to financial institutions in this manner, we believe that we effectively manage the risk of loss due to nonperformance by a financial institution. However, we cannot provide assurance that we will not experience losses or delays in accessing our deposits or lines of credit due to the nonperformance of a financial institution. Our inability to access our cash deposits or make draws on our lines of credit, or the inability of a counterparty to fulfill its contractual obligations to us, could have a material adverse effect on our liquidity, financial condition or results of operations in the period in which it occurs.

We expect our 2024 full-year cash flow needs to include capital expenditures of approximately $1,~~250~~200 million, excluding approximately $50 million of capital expenditures covered by insurance. We also expect interest expense to be ~~$510~~approximately ~~million to~~ $~~530~~525 million; rationalization payments to be approximately $~~300~~225 million; income tax payments to be approximately $~~200~~175 million, excluding one-time items; and contributions to our funded pension plans to be $25 million to $35 million. We expect working capital to be ~~flat~~a as$150 ~~compared~~million to ~~2023~~$200 million use of operating cash flows.

We are continuing to actively monitor our liquidity and intend to operate our business in a way that allows us to address our cash flow needs with our existing cash and available credit if they cannot be funded by cash generated from operating or other financing activities. We believe that our liquidity position is adequate to fund our operating and investing needs and debt maturities for the next twelve months and to provide us with the ability to respond to further changes in the business environment.

Our ability to service debt and operational requirements is also dependent, in part, on the ability of our subsidiaries to make distributions of cash to various other entities in our consolidated group, whether in the form of dividends, loans or otherwise. In certain countries where we operate, such as China, South Africa, Serbia and Argentina, transfers of funds into or out of such countries by way of dividends, loans, advances or payments to third-party or affiliated suppliers are generally or periodically subject to certain requirements, such as obtaining approval from the foreign government and/or currency exchange board before net assets can be transferred out of the country. In addition, certain of our credit agreements and other debt instruments limit the ability of foreign subsidiaries to make distributions of cash. Thus, we would have to repay and/or amend these credit agreements and other debt instruments in order to use this cash to service our consolidated debt. Because of the inherent uncertainty of satisfactorily meeting these requirements or limitations, we do not consider the net assets of our subsidiaries, including our Chinese, South African, Serbian and Argentinian subsidiaries, which are subject to such requirements or limitations to be integral to our liquidity or our ability to service our debt and operational requirements. At ~~June~~September 30, 2024, approximately $~~860~~828 million of net assets, including approximately $~~170~~172 million of cash and cash equivalents, were subject to such requirements. The requirements we must comply with to transfer funds out of China, South Africa, Serbia and Argentina have not adversely impacted our ability to make transfers out of those countries.

On October 22, 2024, one of our distributors, American Tire Distributors, Inc. and twelve related legal entities (“ATD”) filed Chapter 11 bankruptcy petitions. We have approximately $135 million in accounts receivable currently outstanding from ATD. As is customary in some Chapter 11 cases, the court entered an interim order authorizing, but not directing, ATD to pay pre-petition claims of certain critical vendors. We have reached an agreement with ATD regarding the payment of substantially all of our pre-petition claims with ATD. We do not currently expect ATD’s bankruptcy to have a material impact on our operating results, financial condition or liquidity.

Operating Activities

Net cash used for operating activities was $~~518~~591 million in the first ~~six~~nine months of 2024, compared to net cash used for operating activities of $~~434~~204 million in the first ~~six~~nine months of 2023. The $84387 million increase in net cash used for operating activities was primarily due to an increase in cash used for working capital of $~~238~~313 million, year-over-year changes in balance sheet accounts for Other Current Liabilities and Other Assets and Liabilities totaling $~~107~~291 million, $81 million of costs related to the Goodyear Forward plan, and higher rationalization payments of $5577 million, partially offset by higher earnings in our SBUs of $~~337~~348 million.

The increase in cash used for working capital reflects an increase in cash used for Inventory of $~~638~~849 million, partially offset by a decrease in cash used for Accounts Payable — Trade of $~~379~~378 million and ~~in cash used for~~ Accounts Receivable of $21158 million. These changes were driven by lower sales volume in the first ~~half~~nine ofmonths 2024 compared to the first ~~half~~nine months of 2023.

Investing Activities

Net cash used for investing activities was $~~488~~759 million in the first ~~six~~nine months of 2024, compared to $~~645~~818 million in the first ~~six~~nine months of 2023. Capital expenditures were $~~634~~912 million in the first ~~six~~nine months of 2024, compared to $~~536~~807 million in the first six months of 2023. Cash provided by asset dispositions and sale and leaseback transactions in the first six months of 2024 was $124 million, compared to $69 million in the first six months of 2023. Additionally, investing activities in the first six months of 2024 includes insurance recoveries of $37 million for replacement of equipment damaged in the Debica fire and net loans to TireHub of $17 million, while investing activities in the first six months of 2023 included net securities acquired of $100 million and net loans to TireHub of $65 million. Beyond expenditures required to sustain our facilities, capital expenditures in 2024 and 2023 primarily related to the modernization and expansion of tire manufacturing facilities around the world.

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first nine months of 2023. Cash provided by asset dispositions and sale and leaseback transactions in the first nine months of 2024 was $126 million, compared to $76 million in the first nine months of 2023. Additionally, investing activities in the first nine months of 2024 include insurance recoveries of $48 million for the replacement of equipment damaged in the Debica fire and building damage in Tupelo and net loans to TireHub of $28 million, while investing activities in the first nine months of 2023 included net loans to TireHub of $61 million. Beyond expenditures required to sustain our facilities, capital expenditures in 2024 and 2023 primarily related to the modernization and expansion of tire manufacturing facilities around the world. Capital expenditures in 2024 also included the replacement of equipment in Debica and building assets in Tupelo.

Financing Activities

Net cash provided by financing activities was $~~896~~1,315 million in the first ~~six~~nine months of 2024, compared to net cash provided by financing activities of $~~876~~774 million in the first ~~six~~nine months of 2023. Financing activities in the first ~~six~~nine months of 2024 included net borrowings of $~~919~~1,366 million and a decrease of $1846 million in debt related costs and other transactions, primarily in our factored accounts receivable liability. Financing activities in the first ~~six~~nine months of 2023 included net borrowings of $~~882~~787 million.

Credit Sources

In aggregate, we had total credit arrangements of $11,~~707~~496 million available at ~~June~~September 30, 2024, of which $32,~~227~~508 million were unused, compared to $11,743 million available at December 31, 2023, of which $4,247 million were unused. At ~~June~~September 30, 2024, we had long term credit arrangements totaling $10,~~800~~580 million, of which $2,~~824~~217 million were unused, compared to $10,983 million and $3,867 million, respectively, at December 31, 2023. At ~~June~~September 30, 2024, we had short term committed and uncommitted credit arrangements totaling $~~907~~916 million, of which $~~403~~291 million were unused, compared to $760 million and $380 million, respectively, at December 31, 2023. The continued availability of the short term uncommitted arrangements is at the discretion of the relevant ~~lender~~lenders and may be terminated at any time.

Outstanding Notes

At ~~June~~September 30, 2024, we had $5,~~555~~273 million of outstanding notes compared to $5,571 million at December 31, 2023.

On ~~July~~August 237, 2024, we(the ~~called~~“Redemption ~~for~~Date”), ~~redemption~~we ofredeemed $300 million in aggregate principal amount of our outstanding ~~$800 million~~ 9.5% Senior Notes due 2025 ~~on August 7, 2024 (the “Redemption Date”)~~. The redemption price ~~will~~was be equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date.

$2.75 billion Amended and Restated First Lien Revolving Credit Facility due 2026

Availability under the facility is subject to a borrowing base, which is based on (i) eligible accounts receivable and inventory of The Goodyear Tire & Rubber Company and certain of its U.S. and Canadian subsidiaries, (ii) the value of our principal trademarks in an amount not to exceed $400 million, (iii) the value of eligible machinery and equipment, and (iv) certain cash in an amount not to exceed $275 million. To the extent that our eligible accounts receivable, inventory and other components of the borrowing base decline in value, our borrowing base will decrease and the availability under the facility may decrease below $2.75 billion. As of ~~June~~September 30, 2024, our borrowing base was above the facility's stated amount of $2.75 billion. In addition, if the amount of outstanding borrowings and letters of credit under the facility exceeds the borrowing base, we would be required to prepay borrowings and/or cash collateralize letters of credit sufficient to eliminate the excess.

€800 million Amended and Restated Senior Secured European Revolving Credit Facility due 2028

At June 30, 2024, there were no borrowings outstanding under the German tranche, $241 million (€225 million) of borrowings outstanding under the all-borrower tranche and no letters of credit outstanding under the European revolving credit facility. At December 31, 2023, we had no borrowings and no letters of credit outstanding under the European revolving credit facility.39

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commitments are to be increased, we may request that the facility be increased by up to €200 million. Amounts drawn under this facility will bear interest at SOFR plus 150 basis points for loans denominated in U.S. dollars, EURIBOR plus 150 basis points for loans denominated in euros, and SONIA plus 150 basis points for loans denominated in pounds sterling. Undrawn amounts under the facility are subject to an annual commitment fee of 25 basis points.

At September 30, 2024, there were $201 million (€180 million) of borrowings outstanding under the German tranche, $336 million (€300 million) of borrowings outstanding under the all-borrower tranche and no letters of credit outstanding under the European revolving credit facility. At December 31, 2023, we had no borrowings and no letters of credit outstanding under the European revolving credit facility.

Both our first lien revolving credit facility and our European revolving credit facility have customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition since December 31, 2020 under the first lien facility and December 31, 2021 under the European facility.

Accounts Receivable Securitization Facilities (On-Balance Sheet)

GEBV and certain other of our European subsidiaries are parties to a pan-European accounts receivable securitization facility that expires in 2027. The terms of the facility provide the flexibility to designate annually the maximum amount of funding available under the facility in an amount of not less than €30 million and not more than €450 million. For the period from October 19, 2023 through October 16, 2024, the designated maximum amount of the facility is €300 million. For the period from October 17, 2024 through October 16 2025, the designated maximum amount of the facility will remain €300 million.

Accounts Receivable Factoring Facilities (Off-Balance Sheet)

Letters of Credit

At ~~June~~September 30, 2024, we had $~~212~~215 million in letters of credit issued under bilateral letter of credit agreements and other foreign credit facilities. The majority of these letter of credit agreements are in lieu of security deposits.

Supplier Financing

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Further Information

For a further description of the terms of our outstanding notes, first lien revolving credit facility, European revolving credit facility and pan-European accounts receivable securitization facility, refer to Note to the Consolidated Financial Statements No. 16, Financing Arrangements and Derivative Financial Instruments, in our 2023 Form 10‑K and Note to the Consolidated Financial Statements No. 8, Financing Arrangements and Derivative Financial Instruments, in this Form 10-Q.

Covenant Compliance

Our first lien revolving credit facility and some of the indentures governing our notes contain certain covenants that, among other things, limit our ability to incur additional debt or issue redeemable preferred stock, pay dividends, repurchase shares or make certain other restricted payments or investments, incur liens, sell assets, incur restrictions on the ability of our subsidiaries to pay dividends or to make other payments to us, enter into affiliate transactions, engage in sale and leaseback transactions, and consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. These covenants are subject to significant exceptions and qualifications. Our first lien revolving credit facility and the indentures governing our notes also have customary defaults, including cross-defaults to material indebtedness of Goodyear and its subsidiaries.

39We have an additional financial covenant in our first lien revolving credit facility that is currently not applicable. We become subject to that financial covenant when the aggregate amount of our Parent Company (The Goodyear Tire & Rubber Company) and guarantor subsidiaries cash and cash equivalents (“Available Cash”) plus our availability under our first lien revolving credit facility is less than $275 million. If this were to occur, our ratio of EBITDA to Consolidated Interest Expense may not be less than 2.0 to 1.0 for the most recent period of four consecutive fiscal quarters. As of September 30, 2024, our unused availability under this facility of $1,609 million, plus our Available Cash of $238 million, totaled $1,847 million, which is in excess of $275 million.

~~Table~~In addition, our European revolving credit facility contains non-financial covenants similar to the non-financial covenants in our first lien revolving credit facility that are described above, similar non-financial covenants specifically applicable to GEBV and its subsidiaries, and a financial covenant applicable only to GEBV and its subsidiaries. This financial covenant provides that we are not permitted to allow GEBV’s ratio of ~~contents~~Consolidated Net GEBV Indebtedness to Consolidated GEBV EBITDA for a period of four consecutive fiscal quarters to be greater than 3.0 to 1.0 at the end of any fiscal quarter. Consolidated Net GEBV Indebtedness is determined net of the sum of cash and cash equivalents in excess of $100 million held by GEBV and its subsidiaries, cash and cash equivalents in excess of $150 million held by the Parent Company and its U.S. subsidiaries, and availability under our first lien revolving credit facility if the ratio of EBITDA to Consolidated Interest Expense described above is not applicable and the conditions to borrowing under the first lien revolving credit facility are met. Consolidated Net GEBV Indebtedness also excludes loans from other consolidated Goodyear entities. This financial covenant is also included in our pan-European accounts receivable securitization facility. At September 30, 2024, we were in compliance with this financial covenant.

dividends or to make other payments to us, enter into affiliate transactions, engage in sale and leaseback transactions, and consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. These covenants are subject to significant exceptions and qualifications. Our first lien revolving credit facility and the indentures governing our notes also have customary defaults, including cross-defaults to material indebtedness of Goodyear and its subsidiaries.

We have an additional financial covenant in our first lien revolving credit facility that is currently not applicable. We become subject to that financial covenant when the aggregate amount of our Parent Company (The Goodyear Tire & Rubber Company) and guarantor subsidiaries cash and cash equivalents (“Available Cash”) plus our availability under our first lien revolving credit facility is less than $275 million. If this were to occur, our ratio of EBITDA to Consolidated Interest Expense may not be less than 2.0 to 1.0 for the most recent period of four consecutive fiscal quarters. As of June 30, 2024, our unused availability under this facility of $1,934 million, plus our Available Cash of $172 million, totaled $2,106 million, which is in excess of $275 million.

In addition, our European revolving credit facility contains non-financial covenants similar to the non-financial covenants in our first lien revolving credit facility that are described above, similar non-financial covenants specifically applicable to GEBV and its subsidiaries, and a financial covenant applicable only to GEBV and its subsidiaries. This financial covenant provides that we are not permitted to allow GEBV’s ratio of Consolidated Net GEBV Indebtedness to Consolidated GEBV EBITDA for a period of four consecutive fiscal quarters to be greater than 3.0 to 1.0 at the end of any fiscal quarter. Consolidated Net GEBV Indebtedness is determined net of the sum of cash and cash equivalents in excess of $100 million held by GEBV and its subsidiaries, cash and cash equivalents in excess of $150 million held by the Parent Company and its U.S. subsidiaries, and availability under our first lien revolving credit facility if the ratio of EBITDA to Consolidated Interest Expense described above is not applicable and the conditions to borrowing under the first lien revolving credit facility are met. Consolidated Net GEBV Indebtedness also excludes loans from other consolidated Goodyear entities. This financial covenant is also included in our pan-European accounts receivable securitization facility. At June 30, 2024, we were in compliance with this financial covenant.

Our credit facilities also state that we may only incur additional debt or make restricted payments that are not otherwise expressly permitted if, after giving effect to the debt incurrence or the restricted payment, our ratio of EBITDA to Consolidated Interest Expense for the prior four fiscal quarters would exceed 2.0 to 1.0. Certain of our senior note indentures have substantially similar limitations on incurring debt and making restricted payments. Our credit facilities and indentures also permit the incurrence of additional debt through other provisions in those agreements without regard to our ability to satisfy the ratio-based incurrence test described above. We believe that these other provisions provide us with sufficient flexibility to incur additional debt necessary to meet our operating, investing and financing needs without regard to our ability to satisfy the ratio-based incurrence test.

Covenants could change based upon a refinancing or amendment of an existing facility, or additional covenants may be added in connection with the incurrence of new debt.

At ~~June~~September 30, 2024, we were in compliance with the currently applicable material covenants imposed by our principal credit facilities and indentures.

The terms “Available Cash,” “EBITDA,” “Consolidated Interest Expense,” “Consolidated Net GEBV Indebtedness” and “Consolidated GEBV EBITDA” have the meanings given them in the respective credit facilities.

Potential Future Financings

In addition to the financing activities described above, we may seek to undertake additional financing actions which could include restructuring bank debt or capital markets transactions, possibly including the issuance of additional debt or equity. Given the inherent uncertainty of market conditions, access to the capital markets cannot be assured.

Our future liquidity requirements may make it necessary for us to incur additional debt. However, a substantial portion of our assets are already subject to liens securing our indebtedness. As a result, we are limited in our ability to pledge our remaining ~~assets as security for additional secured indebtedness. In addition, no assurance can be given as to our ability to raise additional unsecured debt.~~

On July 22, 2024, we entered into a commitment letter (the “Commitment Letter”) to provide us a 364-day senior unsecured committed credit facility in an aggregate principal amount not to exceed $500 million (the “Committed Credit Facility”). If drawn, borrowings under the Committed Credit Facility would be required to be used solely to redeem our 9.5% Senior Notes Due 2025 (the “Notes”) that would remain outstanding subsequent to the partial redemption of $300 million of the Notes. 41

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~~conditions.~~assets ~~The~~as ~~Commitment~~security ~~Letter~~for ~~will~~additional ~~terminate~~secured onindebtedness. ~~the~~In ~~earliest of (i) the redemption~~addition, ~~repurchase~~no orassurance ~~other~~can ~~repayment~~be ofgiven ~~all~~as ofto ~~the Notes without the funding of the Committed Credit Facility, (ii) the execution and delivery of the Committed Credit Facility, (iii)~~ our ~~election~~ability to ~~terminate~~raise ~~the~~additional ~~Commitment~~unsecured ~~Letter, or (iv) June 2, 2025 (the final payment date for the Notes)~~debt.

Dividends and Common Stock Repurchases

Under our primary credit facilities and some of our note indentures, we are permitted to pay dividends on and repurchase our capital stock (which constitute restricted payments) as long as no default will have occurred and be continuing, additional indebtedness can be incurred under the credit facilities or indentures following the payment, and certain financial tests are satisfied.

We do not currently pay a quarterly dividend on our common stock.

The restrictions imposed by our credit facilities and indentures are not expected to significantly affect our ability to pay dividends or repurchase our capital stock in the future.

Asset Dispositions

Historically, the restrictions on asset sales and sale and leaseback transactions imposed by our material indebtedness have not affected our ability to divest non-core businesses or assets. We may undertake additional asset sales and sale and leaseback transactions in the future. The restrictions imposed by our material indebtedness may require us to seek waivers or amendments of covenants or alternative sources of financing to proceed with future transactions. We cannot assure you that such waivers, amendments or alternative financing could be obtained, or if obtained, would be on terms acceptable to us.

Supplemental Guarantor Financial Information

Certain of our subsidiaries, which are listed on Exhibit 22.1 to this Quarterly Report on Form 10-Q and are generally holding or operating companies, have guaranteed our obligations under the $~~800~~500 million outstanding principal amount of 9.5% senior notes due 2025, the $900 million outstanding principal amount of 5% senior notes due 2026, the $700 million outstanding principal amount of 4.875% senior notes due 2027, the $850 million outstanding principal amount of 5% senior notes due 2029, the $550 million outstanding principal amount of 5.25% senior notes due April 2031, the $600 million outstanding principal amount of 5.25% senior notes due July 2031 and the $450 million outstanding principal amount of 5.625% senior notes due 2033 (collectively, the “Notes”).

The Notes have been issued by The Goodyear Tire & Rubber Company (the “Parent Company”) and are its senior unsecured obligations. The Notes rank equally in right of payment with all of our existing and future senior unsecured obligations and senior to any of our future subordinated indebtedness. The Notes are effectively subordinated to our existing and future secured indebtedness to the extent of the assets securing that indebtedness. The Notes are fully and unconditionally guaranteed on a joint and several basis by each of our wholly-owned U.S. and Canadian subsidiaries that also guarantee our obligations under our first lien revolving credit facility (such guarantees, the “Guarantees”; and, such guaranteeing subsidiaries, the “Subsidiary Guarantors”). The Guarantees are senior unsecured obligations of the Subsidiary Guarantors and rank equally in right of payment with all existing and future senior unsecured obligations of our Subsidiary Guarantors. The Guarantees are effectively subordinated to existing and future secured indebtedness of the Subsidiary Guarantors to the extent of the assets securing that indebtedness.

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The Notes are structurally subordinated to all of the existing and future debt and other liabilities, including trade payables, of our subsidiaries that do not guarantee the Notes (the “Non-Guarantor Subsidiaries”). The Non-Guarantor Subsidiaries will have no obligation, contingent or otherwise, to pay amounts due under the Notes or to make funds available to pay those amounts. Certain Non-Guarantor Subsidiaries are limited in their ability to remit funds to us by means of dividends, advances or loans due to required foreign government and/or currency exchange board approvals or limitations in credit agreements or other debt instruments of those subsidiaries.

The Subsidiary Guarantors, as primary obligors and not merely as sureties, jointly and severally irrevocably and unconditionally guarantee on a senior unsecured basis the performance and full and punctual payment when due of all obligations of the Parent Company under the Notes and the related indentures, whether for payment of principal of or interest on the Notes, expenses, indemnification or otherwise. The Guarantees of the Subsidiary Guarantors are subject to release in limited circumstances only upon the occurrence of certain customary conditions.

Although the Guarantees provide the holders of Notes with a direct unsecured claim against the assets of the Subsidiary Guarantors, under U.S. federal bankruptcy law and comparable provisions of U.S. state fraudulent transfer laws, in certain circumstances a court could cancel a Guarantee and order the return of any payments made thereunder to the Subsidiary Guarantor or to a fund for the benefit of its creditors.

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circumstances a court could cancel a Guarantee and order the return of any payments made thereunder to the Subsidiary Guarantor or to a fund for the benefit of its creditors.

A court might take these actions if it found, among other things, that when the Subsidiary Guarantors incurred the debt evidenced by their Guarantee (i) they received less than reasonably equivalent value or fair consideration for the incurrence of the debt and (ii) any one of the following conditions was satisfied:

•

the Subsidiary Guarantor was insolvent or rendered insolvent by reason of the incurrence;

•

the Subsidiary Guarantor was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or

•

the Subsidiary Guarantor intended to incur, or believed (or reasonably should have believed) that it would incur, debts beyond its ability to pay as those debts matured.

In applying the above factors, a court would likely find that a Subsidiary Guarantor did not receive fair consideration or reasonably equivalent value for its Guarantee, except to the extent that it benefited directly or indirectly from the issuance of the Notes. The determination of whether a guarantor was or was not rendered “insolvent” when it entered into its guarantee will vary depending on the law of the jurisdiction being applied. Generally, an entity would be considered insolvent if the sum of its debts (including contingent or unliquidated debts) is greater than all of its assets at a fair valuation or if the present fair salable value of its assets is less than the amount that will be required to pay its probable liability on its existing debts, including contingent or unliquidated debts, as they mature.

Under Canadian federal bankruptcy and insolvency laws and comparable provincial laws on preferences, fraudulent conveyances or other challengeable or voidable transactions, the Guarantees could be challenged as a preference, fraudulent conveyance, transfer at undervalue or other challengeable or voidable transaction. The test to be applied varies among the different pieces of legislation, but as a general matter these types of challenges may arise in circumstances where:

•

such action was intended to defeat, hinder, delay, defraud or prejudice creditors or others;

•

such action was taken within a specified period of time prior to the commencement of proceedings under Canadian bankruptcy, insolvency or restructuring legislation in respect of a Subsidiary Guarantor, the consideration received by the Subsidiary Guarantor was conspicuously less than the fair market value of the consideration given, and the Subsidiary Guarantor was insolvent or rendered insolvent by such action and (in some circumstances, or) such action was intended to defraud, defeat or delay a creditor;

•

such action was taken within a specified period of time prior to the commencement of proceedings under Canadian bankruptcy, insolvency or restructuring legislation in respect of a Subsidiary Guarantor and such action was taken, or is deemed to have been taken, with a view to giving a creditor a preference over other creditors or, in some circumstances, had the effect of giving a creditor a preference over other creditors; or

•

a Subsidiary Guarantor is found to have acted in a manner that was oppressive, unfairly prejudicial to or unfairly disregarded the interests of any shareholder, creditor, director, officer or other interested party.

In addition, in certain insolvency proceedings a Canadian court may subordinate claims in respect of the Guarantees to other claims against a Subsidiary Guarantor under the principle of equitable subordination if the court determines that (1) the holder of Notes engaged in some type of inequitable or improper conduct, (2) the inequitable or improper conduct resulted in injury to other creditors or conferred an unfair advantage upon the holder of Notes and (3) equitable subordination is not inconsistent with the provisions of the relevant solvency statute.

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If a court canceled a Guarantee, the holders of Notes would no longer have a claim against that Subsidiary Guarantor or its assets.

Each Guarantee is limited, by its terms, to an amount not to exceed the maximum amount that can be guaranteed by the applicable Subsidiary Guarantor without rendering the Guarantee, as it relates to that Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

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Each Subsidiary Guarantor is a consolidated subsidiary of the Parent Company at the date of each balance sheet presented. The following tables present summarized financial information for the Parent Company and the Subsidiary Guarantors on a combined basis after elimination of (i) intercompany transactions and balances among the Parent Company and the Subsidiary Guarantors and (ii) equity in earnings from and investments in any Non-Guarantor Subsidiary.

	Summarized Balance Sheets
(In millions)	~~June~~September 30,2024		December 31,2023
Total Current Assets(1)	$	6,~~159~~027	$	6,276
Total Non-Current Assets		8,~~757~~615		8,669
Total Current Liabilities	$	3,~~992~~460	$	3,615
Total Non-Current Liabilities		8,~~284~~476		8,675

(1)

Includes receivables due from Non-Guarantor Subsidiaries of $1,~~835~~684 million and $2,214 million as of ~~June~~September 30, 2024 and December 31, 2023, respectively.

	Summarized Statements of Operations
(In millions)	~~Six~~Nine Months ~~EndedJune~~EndedSeptember 30, 2024			Year EndedDecember 31, 2023
Net Sales	$	47,~~918~~616		$	11,166
Cost of Goods Sold		46,~~015~~236			9,355
Selling, Administrative and General Expense		~~767~~1,121			1,524
Rationalizations		13			67
Intangible Asset Impairment		125			—
Interest Expense		239			418
Rationalizations		21			67
Other (Income) Expense		5			(106	)
Interest Expense		362			418
Income (Loss) before Income Taxes(2)	$	(121	)	$	(92	)
Other (Income) Expense		(126	)		(106	)
Net Income (Loss)	$	(84	)	$	(31	)
Income (Loss) before Income Taxes(2)	$	(123	)	$	(92	)
Goodyear Net Income (Loss)	$	(84	)	$	(31	)
Net Income (Loss)	$	(103	)	$	(31	)
Goodyear Net Income (Loss)	$	(103	)	$	(31	)

(2)

Includes income from intercompany transactions with Non-Guarantor Subsidiaries of $~~309~~470 million for the ~~six~~nine months ended ~~June~~September 30, 2024, primarily from royalties, intercompany product sales, dividends and interest, and $711 million for the year ended December 31, 2023, primarily from royalties, dividends, interest and intercompany product sales.

43CRITICAL ACCOUNTING POLICIES

Goodwill and Intangible Assets. Goodwill and indefinite-lived intangible assets are tested for impairment annually or more frequently if an indicator of impairment is present. Intangible assets with finite lives are amortized over their useful lives and are reviewed for impairment whenever events or circumstances warrant such review. Goodwill and intangible assets are written down to fair value if considered impaired. Goodwill and Intangible Assets totaled $759 million and $814 million, respectively, at September 30, 2024, compared to $781 million and $969 million, respectively, at December 31, 2023. The goodwill associated with reporting units in our Americas and Asia Pacific segments was $715 million and $44 million, respectively, at September 30, 2024, and $724 million and $57 million, respectively, at December 31, 2023.

Goodwill and intangible assets with indefinite useful lives are not amortized but are assessed for impairment annually on October 31st with the option to perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of the reporting unit or indefinite-lived intangible asset to its carrying value. In addition to the annual assessment, impairment evaluation is considered during interim periods when events occur or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. During our annual impairment assessment and in subsequent interim periods, we review events that occur or circumstances that change, including the macroeconomic environment, our business performance and our market capitalization, to determine if a quantitative impairment assessment is necessary. We review our business performance and the macroeconomic environment against our recent expectations and evaluate book value compared to market capitalization, including fluctuations in our stock price, to determine if this could be an indicator of potential impairment. Consideration is given as to whether a fluctuation in our stock

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price is a result of current market conditions, due to a transitory event or an event that is expected to continue to affect us, or is consistent with our historical stock price volatility. We also consider these factors compared to the results of our most recent quantitative goodwill impairment assessment.

Under the qualitative assessment, we assess whether it is more likely than not (defined as a likelihood of more than 50%) that the fair value of our goodwill or indefinite-lived intangible assets is less than the respective carrying values. If it is more likely than not that an impairment exists, then a quantitative impairment assessment is performed. If under the quantitative assessment the fair value is less than the carrying value, an impairment loss will be recorded for the difference between the carrying value and the fair value. Under the quantitative assessment, we estimate the fair value of goodwill using the discounted cash flows of a reporting unit. For indefinite-lived intangible assets we estimate the fair value using discounted cash flows following a relief-from-royalty method utilizing a market-based royalty rate. Forecasts of future cash flows are based on our best estimate of projected revenue and projected operating margin, based primarily on sales and production volume, pricing, raw material costs, market share, industry outlook, general economic conditions, and certain strategic actions we plan to implement. Cash flows are discounted using our weighted average cost of capital.

The following table highlights the sensitivities of the North America reporting unit’s goodwill as of September 30, 2024:



		North America Reporting Unit Goodwill
Assumption:
Approximate percentage by which the fair value exceeds the carrying value based on the interim impairment test		14%
Approximate percentage by which the fair value exceeds the carrying value if the discount rate were to increase by 0.5%		9%
Approximate percentage by which the fair value exceeds the carrying value if the projected operating margin were to decrease by 0.5%		6%
Approximate percentage by which the fair value exceeds the carrying value if the projected revenue were to decrease by 0.5%		13%

During the third quarter, we experienced a decline in volumes primarily in our lower tier indefinite-lived intangible assets related to the acquisition of Cooper Tire as a result of increased competition from lower tier imports in the market. We viewed this event as a triggering event and performed a quantitative analysis of the fair value of our indefinite-lived intangible assets related to the acquisition of Cooper Tire as of September 30, 2024. Based on the results of the quantitative impairment assessments, the fair value of the intangibles was less than the carrying value, resulting in a non-cash impairment charge of $125 million during the third quarter of 2024. We determined the fair value of the indefinite-lived intangible assets using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the assets. The most critical assumptions used in the calculation of the fair value are projected revenue, discount rate and royalty rate. The fair value of the indefinite-lived intangible assets is sensitive to differences between estimated and actual revenue, including changes in the discount rate and royalty rate used to evaluate the fair value of these assets.

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After the non-cash impairment charge, we identified $425 million of indefinite-lived intangibles assets related to the Cooper Tire acquisition for which the estimated fair values of our indefinite-lived intangible assets approximated their respective carrying values. Although we believe our estimate of fair value is reasonable, the indefinite-lived intangible asset performance is dependent on our ability to execute our business plan. If our future financial performance falls below our expectations, there are adverse revisions to significant assumptions, including projected revenues, discount rates or royalty rates, this could be indicative that the fair values of these indefinite-lived intangible assets has declined below their carrying values, and therefore we may need to record a material, non-cash impairment charge in a future period.

At September 30, 2024, after evaluating macroeconomic conditions and our current and future results of operations, we concluded that there were no triggering events and it was not more likely than not that the fair values of our reporting unit within our Asia Pacific segment or remaining indefinite-lived intangible assets were less than their respective carrying values and, therefore, did not have any impairment. Future changes in the judgments, assumptions and estimates that are used in our impairment testing for goodwill, including discount rates and cash flow projections, could result in significantly different estimates of the fair values. A significant reduction in the estimated fair values could result in impairment charges that could adversely affect our results of operations.

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FORWARD-LOOKING INFORMATION — SAFE HARBOR STATEMENT

Certain information in this Form 10-Q (other than historical data and information) may constitute forward-looking statements regarding events and trends that may affect our future operating results and financial position. The words “estimate,” “expect,” “intend” and “project,” as well as other words or expressions of similar meaning, are intended to identify forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Such statements are based on current expectations and assumptions, are inherently uncertain, are subject to risks and should be viewed with caution. Actual results and experience may differ materially from the forward-looking statements as a result of many factors, including:

•

if we do not successfully implement the Goodyear Forward plan and our other strategic initiatives, including the sale of our OTR tire business, our operating results, financial condition and liquidity may be materially adversely affected;

•

we may not be able to consummate the sale of our OTR tire business on a timely basis or at all, including failure to obtain the required regulatory approvals or to satisfy other conditions to closing;

•

we face significant global competition and our market share could decline;

•

raw material cost increases may materially adversely affect our operating results and financial condition;

•

we are experiencing inflationary cost pressures, including with respect to wages, benefits and energy costs, that may materially adversely affect our operating results and financial condition;

•

delays or disruptions in our supply chain or in the provision of services, including utilities, to us could result in increased costs or disruptions in our operations;

•

a prolonged economic downturn or economic uncertainty could adversely affect our business and results of operations;

•

deteriorating economic conditions in any of our major markets, or an inability to access capital markets or third-party financing when necessary, may materially adversely affect our operating results, financial condition and liquidity;

•

if we experience a labor strike, work stoppage, labor shortage or other similar event at the Company or its joint ventures, our business, results of operations, financial condition and liquidity could be materially adversely affected;

•

financial difficulties, work stoppages, labor shortages, supply disruptions or economic conditions affecting our major OE customers, dealers or suppliers could harm our business;

•

our capital expenditures may not be adequate to maintain our competitive position and may not be implemented in a timely or cost-effective manner;

•

changes to tariffs, trade agreements or trade restrictions may materially adversely affect our operating results;

•

our international operations have certain risks that may materially adversely affect our operating results, financial condition and liquidity;

•

we have foreign currency translation and transaction risks that may materially adversely affect our operating results, financial condition and liquidity;

•

our long-term ability to meet our obligations, to repay maturing indebtedness or to implement strategic initiatives may be dependent on our ability to access capital markets in the future and to improve our operating results;

•

we have a substantial amount of debt, which could restrict our growth, place us at a competitive disadvantage or otherwise materially adversely affect our financial health;

•

any failure to be in compliance with any material provision or covenant of our debt instruments, or a material reduction in the borrowing base under our first lien revolving credit facility, could have a material adverse effect on our liquidity and operations;

•

our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly;

•

we have substantial fixed costs and, as a result, our operating income fluctuates disproportionately with changes in our net sales;

•

we may incur significant costs in connection with our contingent liabilities and tax matters;

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•

our reserves for contingent liabilities and our recorded insurance assets are subject to various uncertainties, the outcome of which may result in our actual costs being significantly higher than the amounts recorded;

•

environmental issues, including climate change, or legal, regulatory or market measures to address environmental issues, may negatively affect our business and operations and cause us to incur significant costs;

•

we are subject to extensive government regulations that may materially adversely affect our operating results;

•

we may be adversely affected by any disruption in, or failure of, our information technology systems due to computer viruses, unauthorized access, cyber-attack, natural disasters or other similar disruptions;

•

we may not be able to protect our intellectual property rights adequately;

•

if we are unable to attract and retain key personnel, our business could be materially adversely affected; and

•

we may be impacted by economic and supply disruptions associated with events beyond our control, such as war, including the current conflicts between Russia and Ukraine and between Israel and Hamas, acts of terror, political unrest, public health concerns, labor disputes or natural disasters.

It is not possible to foresee or identify all such factors. We will not revise or update any forward-looking statement or disclose any facts, events or circumstances that occur after the date hereof that may affect the accuracy of any forward-looking statement.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Commodity Price Risk

The raw material costs to which our operations are principally exposed include the cost of natural rubber, synthetic rubber, carbon black, fabrics, steel cord and other petrochemical-based commodities. Approximately two-thirds of our raw materials are petroleum-based, the cost of which may be affected by fluctuations in the price of oil. We currently do not hedge commodity prices. We do, however, use various strategies to partially offset cost increases for raw materials, including centralizing purchases of raw materials through our global procurement organization in an effort to leverage our purchasing power, expanding our capabilities to substitute lower cost raw materials, and reducing the amount of material required in each tire.

Interest Rate Risk

We continuously monitor our fixed and floating rate debt mix. Within defined limitations, we manage the mix using refinancing. At ~~June~~September 30, 2024, approximately 2633% of our debt was at variable interest rates averaging 76.1671%.

The following table presents information about long term fixed rate debt, excluding finance leases, at ~~June~~September 30, 2024:

(In millions)
Carrying amount — liability	$	5,~~716~~438
Fair value — liability		5,~~459~~165
Pro forma fair value — liability		5,~~265~~330

The pro forma information assumes a 100 basis point decrease in market interest rates at ~~June~~September 30, 2024, and reflects the estimated fair value of fixed rate debt outstanding at that date under that assumption. The sensitivity of our fixed rate debt to changes in interest rates was determined using current market pricing models.

Foreign Currency Exchange Risk

We enter into foreign currency contracts in order to reduce the impact of changes in foreign exchange rates on our consolidated results of operations and future foreign currency-denominated cash flows. These contracts reduce exposure to currency movements affecting existing foreign currency-denominated assets, liabilities, firm commitments and forecasted transactions resulting primarily from trade purchases and sales, equipment acquisitions, intercompany loans and royalty agreements. Contracts hedging short term trade receivables and payables normally have no hedging designation.

The following table presents net foreign currency contract information at ~~June~~September 30, 2024:

(In millions)
Fair value — asset (liability)	$	12(16	)
Pro forma decrease in fair value		(173	)
Contract maturities	710/24 - 39/25

The pro forma decrease in fair value assumes a 10% adverse change in underlying foreign exchange rates at ~~June~~September 30, 2024, and reflects the estimated change in the fair value of contracts outstanding at that date under that assumption. The sensitivity of our foreign currency positions to changes in exchange rates was determined using current market pricing models.

Fair values are recognized on the Consolidated Balance Sheet at ~~June~~September 30, 2024 as follows:

(In millions)
Current asset (liability):
Accounts receivable	$	214
Other current liabilities		(920	)

For further information on foreign currency contracts, refer to Note to the Consolidated Financial Statements No. 8, Financing Arrangements and Derivative Financial Instruments. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for a discussion of our management of counterparty risk.

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ITEM 4. CONTROLS AND PROCEDURES.

Management’s Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures” which, consistent with Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, we define to mean controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our principal executive and financial officers, has evaluated the effectiveness of our disclosure controls and procedures. Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of ~~June~~September 30, 2024 (the end of the period covered by this Quarterly Report on Form 10-Q).

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Asbestos Litigation

As reported in our Form 10-K for the year ended December 31, 2023, we were one of numerous defendants in legal proceedings in certain state and federal courts involving approximately 35,800 claimants relating to their alleged exposure to materials containing asbestos in products allegedly manufactured by us or asbestos materials present in our facilities. During the first ~~six~~nine months of 2024, approximately ~~450~~650 claims were filed against us and approximately ~~600~~950 were settled or dismissed. The amounts expended on asbestos defense and claim resolution by us and our insurers during the first ~~six~~nine months of 2024 was $69 million. At ~~June~~September 30, 2024, there were approximately 35,~~650~~500 asbestos claims pending against us. The plaintiffs are seeking unspecified actual and punitive damages and other relief. Refer to Note to the Consolidated Financial Statements No. 12, Commitments and Contingent Liabilities, for additional information on asbestos litigation.

~~European~~Reference ~~Commission~~is ~~Antitrust~~made ~~Investigation~~to Item 3 of Part I of our 2023 Form 10-K and to Item I of Part II of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 and our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 for additional discussion of legal proceedings.

On January 30, 2024, the European Commission carried out unannounced inspections at the premises of companies active in the tire industry in several Member States in the European Union in connection with an investigation into potential violations of European Union antitrust rules with respect to new replacement tires for passenger cars, vans, trucks and busses sold in the European Economic Area. We were one of the companies that was inspected. We are cooperating with the European Commission’s investigation.

In addition, a number of civil lawsuits have been subsequently filed in the United States and elsewhere against companies active in the tire industry, including us, alleging violations of antitrust laws with respect to new replacement tires for passenger cars, vans, trucks and busses sold in the relevant jurisdictions, and similar additional lawsuits could be brought against us in the future. The U.S. lawsuits have been transferred to a multidistrict litigation in the U.S. District Court for the Northern District of Ohio. We intend to defend these lawsuits, the ultimate outcome of which cannot be predicted at this time.

Reference is made to Item 3 of Part I of our 2023 Form 10-K and to Item I of Part II of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 for additional discussion of legal proceedings.

ITEM 1A. RISK FACTORS.

~~The~~Refer ~~consummation of the sale of our OTR tire business~~ to ~~The~~“Item ~~Yokohama~~1A. ~~Rubber~~Risk ~~Company~~Factors” isin ~~subject~~our to2023 ~~closing~~Form ~~conditions,~~10-K ~~some~~and orour ~~all~~Quarterly ofReport ~~which~~on ~~may~~Form ~~not~~10-Q befor ~~satisfied,~~the orquarterly ~~completed~~period onended aJune ~~timely basis~~30, if2024 atfor ~~all. Failure to complete the sale in~~ a ~~timely~~discussion ~~manner~~of orour atrisk ~~all could have adverse effects on us~~factors.

On July 22, 2024, Goodyear and The Yokohama Rubber Company (the “Buyer”) entered into a Share and Asset Purchase Agreement (the “Agreement”) with respect to the sale of our OTR tire business (the “Business”) to the Buyer (the “Transaction”).

The Transaction is subject to the satisfaction of customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; the making or obtaining of certain antitrust approvals; the absence of any law or order enjoining or otherwise prohibiting the Transaction; the absence of any law or order arising under any antitrust law that expressly imposes a requirement on the Buyer or any of its affiliates to: (a) sell, transfer or otherwise dispose of any assets, rights, products or businesses of Buyer or any of its affiliates (other than, following the closing of the Transaction (the "Closing"), the Business), (b) sell, transfer or otherwise dispose of any assets, rights, products or businesses of the Business, or (c) take any other action of a type not described in either (a) or (b) with respect to any of the assets, rights, products or businesses of Buyer and its affiliates (including, following the Closing, the Business), unless, in the case of any action described in (b) or (c), any such action would not and would not reasonably be expected to result in a material adverse effect on (1) Buyer and its subsidiaries, taken as a whole (including the reasonably anticipated benefits (financial or otherwise) to Buyer of the Transaction and assuming that Buyer and its subsidiaries, taken as a whole, are the same size as the Business, taken as a whole), or (2) the Business, taken as a whole (a “Burdensome Action”); the accuracy of the representations and warranties of the other party; the compliance of each party with its covenants in all material respects; and the absence of a material adverse effect with respect to the Business.

The Agreement also contains customary termination rights, including if the Closing has not occurred on or prior to July 22, 2025 (as it may be extended, the "Outside Date"), subject to two three-month extension periods, at the option of either us or the Buyer, if certain regulatory conditions to Closing have not been satisfied.

The Buyer will also be required to pay or cause to be paid to us a fee of $47.5 million (the “Buyer Termination Fee”) if the Agreement is validly terminated by either us or the Buyer due to a failure to receive certain antitrust approvals on or prior to the Outside Date or due to a government order or action that arises as a result of an antitrust law that permanently makes illegal or

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prevents the consummation of the Transaction or by the Buyer due to a government order or action that arises as a result of an antitrust law that imposes a Burdensome Action on the Buyer. The Buyer Termination Fee may not be sufficient to cover all of the expenses we incurred in connection with the Transaction or the losses associated with failing to consummate the Transaction.

If the Closing does not occur, our operating results, financial condition and liquidity may be materially adversely affected. Without realizing any of the benefits of having completed the Transaction, we will be subject to a number of risks, including the following:

the market price of Goodyear common stock could decline to the extent that the current market price reflects a market assumption that the Transaction will be completed;

if the Agreement is terminated and we seek another buyer for the Business, our shareholders cannot be certain that we will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms of the Agreement;

time and resources committed by our management to matters relating to the Transaction could otherwise have been devoted to pursuing other beneficial opportunities for us;

we may experience negative reactions from the financial markets or from our customers, suppliers or employees;

we will be required to pay our costs relating to the Transaction, such as legal, accounting and financial advisory fees, whether or not the Transaction is completed; and

litigation related to any failure to complete the Transaction or related to any enforcement proceeding commenced against us to perform our obligations pursuant to the Agreement.

Similarly, delays in the completion of the Transaction could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the Transaction.

The Transaction may disrupt our current and future plans or operations.

The Agreement also contemplates that, at the Closing, Goodyear and the Buyer (or their respective affiliates) will enter into (a) a product supply agreement, pursuant to which we will, or will cause our affiliates to, supply to the Buyer or its affiliates, certain tire products for an initial period of up to 5 years from Closing, subject to an exit and asset relocation plan to be mutually agreed upon by the parties pursuant to which, beginning no earlier than the 2nd anniversary of the Closing, the production of those tire products will transition to Buyer’s facilities, and (b) a transition services agreement, pursuant to which we will provide certain transition services to the Buyer for the Business for a specified period from the Closing. The Buyer will reimburse us for certain costs incurred under the product supply agreement and the transition services agreement during their respective terms.

There can be no assurance that we will be able to successfully separate the Business or otherwise fully realize the expected benefits of the Transaction. Difficulties in separating the Business may result in us performing differently than expected, in operational challenges or in unabsorbed overhead and other costs, especially during the implementation of the exit and asset relocation plan contemplated by the product supply agreement. The separation of the Business 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 separation process and associated expenses; separating corporate and administrative infrastructures, including information technology, manufacturing and other systems; coordinating these activities in geographically dispersed locations; as well as potential unknown liabilities or unforeseen expenses relating to the separation or any delays in separation activities.

Refer to “Item 1A. Risk Factors” in our 2023 Form 10-K for a discussion of our risk factors.

ITEM 5. OTHER INFORMATION.

During the quarterly period ended ~~June~~September 30, 2024, none of our directors or officers informed us of the adoption, modification or termination of a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as those terms are defined in Regulation S-K, Item 408.

ITEM 6. EXHIBITS.

Refer to the Index of Exhibits, which is by specific reference incorporated into and made a part of this Quarterly Report on Form 10-Q.

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Quarterly Report on Form 10-Q

For the Quarter Ended ~~June~~September 30, 2024

INDEX OF EXHIBITS

ExhibitTableItemNo.	Description of Exhibit	ExhibitNumber
2	Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession
(a)	Share and Asset Purchase Agreement, dated as of July 22, 2024, by and between the Company and The Yokohama Rubber Company, Limited.*	2.1
10	Material Contracts
(a)	~~Defined~~Amended ~~Contribution~~and ~~Excess~~Restated ~~Benefit~~Commitment ~~Plan~~Letter, dated as of August 6, 2024, by and among the Company, ~~adopted~~Goldman ~~October~~Sachs 7,Bank ~~2008~~USA, ~~effective~~BNP asParibas, ofBNP ~~January~~Paribas 1,Securities ~~2005~~Corp., asDeutsche ~~amended~~Bank ~~and~~AG ~~restated~~New ~~effective~~York ~~January 1~~Branch, ~~2022,~~Deutsche ~~and~~Bank asSecurities ~~further~~Inc., ~~amended~~and onJPMorgan ~~June~~Chase 26Bank, ~~2024~~N.A.	10.1
22	Subsidiary Guarantors of Guaranteed Securities
(a)	List of Subsidiary Guarantors.	22.1
31	Rule 13a-14(a) Certifications
(a)	Certificate of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.	31.1
(b)	Certificate of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.	31.2
32	Section 1350 Certifications
(a)	Certificate of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.	32.1

101	Interactive Data Files
	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.	101.INS
	Inline XBRL Taxonomy Extension Schema Document.	101.SCH
104	Cover Page Interactive Data File
	The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in Inline XBRL (included as Exhibit 101).
	The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL (included as Exhibit 101).

50* Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

The representations, warranties and covenants contained in any agreement filed as an exhibit to this Quarterly Report on Form 10-Q were made solely for purposes of the agreement and as of specific dates, were solely for the benefit of the parties to the agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		THE GOODYEAR TIRE & RUBBER COMPANY
		(Registrant)
Date:	~~August~~November 15, 2024	By	/s/ MARGARET V. SNYDER
		Margaret V. Snyder, Vice President and Controller (Signing on behalf of the Registrant as a duly authorized officer of the Registrant and signing as the Principal Accounting Officer of the Registrant.)

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