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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 ~~September~~March 3031, ~~2024~~2025

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 ~~October~~April 3130, ~~2024~~2025: ~~284~~285,~~919~~703,~~673~~218

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-2.2
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						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
(In millions, except per share amounts)	~~2024~~2025			~~2023~~2024			~~2024~~			~~2023~~
Net Sales (Note 2)	$	4,824		$	5,142		$	13,931		$	14,950
Net Sales (Note 3)	$	4,253		$	4,537
Cost of Goods Sold		3,~~881~~513			43,~~171~~715			~~11,218~~			~~12,487~~
Selling, Administrative and General Expense		~~663~~650			~~673~~696			~~2,090~~			~~2,045~~
Intangible Asset Impairment (Note 1)		125			—			125			—
Rationalizations (Note 4)		81			22
Rationalizations (Note 3)		11			198			52			302
Interest Expense		115			126
Interest Expense		135			138			391			403
Other (Income) Expense (Note 5)		25			28
Other (Income) Expense (Note 4)		34			21			(8	)		82
Net (Gain) Loss on Asset Sales (Note 2)		(262	)		2
Income (Loss) before Income Taxes		~~(25~~131	)		(5952	)		63			~~(369~~	)
United States and Foreign Tax Expense (Note 5)		9			25			75			22
United States and Foreign Tax Expense (Note 6)		13			6
Net Income (Loss)		~~(34~~118	)		(8458	)		~~(12~~	)		~~(391~~	)
Less: Minority Shareholders’ Net Income (Loss)		—3			5(1	)		(6	)		7
Goodyear Net Income (Loss)	$	~~(34~~115	)	$	(8957	)	$	(6	)	$	~~(398~~	)
Goodyear Net Income (Loss) — Per Share of Common Stock
Basic	$	(0.1240	)	$	(0.3120	)	$	~~(0.02~~	)	$	~~(1.40~~	)
Weighted Average Shares Outstanding (Note 6)		287			285			286			285
Weighted Average Shares Outstanding (Note 7)		287			286
Diluted	$	(0.1240	)	$	(0.3120	)	$	~~(0.02~~	)	$	~~(1.40~~	)
Weighted Average Shares Outstanding (Note 6)		287			285			286			285
Weighted Average Shares Outstanding (Note 7)		289			286

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

Table of Contents

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
(In millions)	~~2024~~2025			~~2023~~2024			~~2024~~			~~2023~~
Net Income (Loss)	$	~~(34~~118	)	$	(8458	)	$	~~(12~~	)	$	~~(391~~	)
Other Comprehensive Income (Loss):
Foreign currency translation, net of tax of $3 and $0 in 2024 (($2) and $0 in 2023)		39			(46	)		(20	)		(13	)
Foreign currency translation, net of tax of $2 in 2025 (($2) in 2024)		19			(9	)
Defined benefit plans:
Reclassification adjustment for amounts recognized in income, net of tax of $0 in 2025 ($0 in 2024)		10			—
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
Defined benefit plans:
Change in net actuarial losses, net of tax of ($1) and $6 in 2024 (($3) and $0 in 2023)		(3	)		(8	)		7			3
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $6 in 2025 ($7 in 2024)		19			21
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
Change in net actuarial losses, net of tax of $3 in 2025 ($1 in 2024)		10			4
Prior service credit from plan amendments, net of tax of $7 and $7 in 2024 ($0 and $0 in 2023)		21			—			21			—
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures, net of tax of $0 in 2025 (($1) in 2024)		2			(4	)
Deferred derivative gains (losses), net of tax of $0 and $0 in 2024 ($0 and ($1) in 2023)		—			—			—			(4	)
Reclassification adjustment for amounts recognized in income, net of tax of $0 in 2025 ($0 in 2024)		—			1
Reclassification adjustment for amounts recognized in income, net of tax of $0 and $0 in 2024 ($0 and $0 in 2023)		—			1			1			1
Other Comprehensive Income (Loss)		60			13
Other Comprehensive Income (Loss)		78			(29	)		67			80
Comprehensive Income (Loss)		178			(45	)
Comprehensive Income (Loss)		44			(113	)		55			(311	)
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders		6			(4	)
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders		8			2			(2	)		6
Goodyear Comprehensive Income (Loss)	$	172		$	(41	)
Goodyear Comprehensive Income (Loss)	$	36		$	(115	)	$	57		$	(317	)

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

Table of Contents

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30,			December 31,
	March 31,			December 31,
(In millions, except share data)	~~2024~~2025			~~2023~~2024
Assets:
Current Assets:
Cash and Cash Equivalents	$	~~905~~902		$	~~902~~810
Accounts Receivable, less Allowance — $94 ($102 in 2023)		3,380			2,731
Accounts Receivable, less Allowance — $89 ($84 in 2024)		2,942			2,482
Inventories:
Raw Materials		796			~~785~~755
Work in Process		~~212~~231			~~206~~213
Finished Products		2,~~804~~921			2,~~707~~629
		3,812			3,698
		3,948			3,597
Assets Held for Sale (Note 1)		~~495~~197			—466
Prepaid Expenses and Other Current Assets		~~309~~380			~~319~~277
Total Current Assets		8,~~901~~369			7,~~650~~632
Goodwill (Note 1)		759			781
Goodwill		757			756
Intangible Assets (Note 1)		814			969
Intangible Assets		686			805
Deferred Income Taxes (Note 5)		1,662			1,630
Deferred Income Taxes (Note 6)		1,715			1,686
Other Assets		1,~~147~~112			1,~~075~~052
Operating Lease Right-of-Use Assets		~~981~~943			~~985~~951
Property, Plant and Equipment, less Accumulated Depreciation — $12,515 ($12,472 in 2023)		8,285			8,492
Property, Plant and Equipment, less Accumulated Depreciation — $12,485 ($12,212 in 2024)		8,129			8,082
Total Assets	$	2221,~~549~~711		$	2120,~~582~~964
Liabilities:
Current Liabilities:
Accounts Payable — Trade	$	4,~~050~~142		$	4,~~326~~052
Compensation and Benefits (Notes 10 and 11)		685			663
Compensation and Benefits (Notes 11 and 12)		565			606
Other Current Liabilities		1,~~261~~214			1,~~165~~089
Notes Payable and Overdrafts (Note 8)		587			344
Notes Payable and Overdrafts (Note 9)		436			558
Operating Lease Liabilities due Within One Year		~~202~~199			200
Long Term Debt and Finance Leases due Within One Year (Note 8)		1,013			449
Long Term Debt and Finance Leases due Within One Year (Note 9)		300			832
Total Current Liabilities		76,~~798~~856			7,~~147~~337
Operating Lease Liabilities		~~829~~799			~~825~~804
Long Term Debt and Finance Leases (Note 8)		7,428			6,831
Long Term Debt and Finance Leases (Note 9)		7,302			6,392
Compensation and Benefits (Notes 10 and 11)		877			974
Compensation and Benefits (Notes 11 and 12)		781			789
Deferred Income Taxes (Note 5)		103			83
Deferred Income Taxes (Note 6)		109			108
Other Long Term Liabilities		~~610~~778			~~885~~628
Total Liabilities		1716,~~645~~625			16,~~745~~058
Commitments and Contingent Liabilities (Note 12)
Commitments and Contingent Liabilities (Note 13)
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
Authorized, 450 million shares, Outstanding shares — 286 million in 2025 (285 million in 2024)		286			285
Capital Surplus		3,~~152~~160			3,~~133~~159
Retained Earnings		5,~~080~~271			5,~~086~~156
Accumulated Other Comprehensive Loss (Note 14)		(3,772	)		(3,835	)
Accumulated Other Comprehensive Loss (Note 15)		(3,787	)		(3,844	)
Goodyear Shareholders’ Equity		4,~~745~~930			4,~~668~~756
Minority Shareholders’ Equity — Nonredeemable		~~159~~156			~~169~~150
Total Shareholders’ Equity		45,~~904~~086			4,~~837~~906
Total Liabilities and Shareholders’ Equity	$	2221,~~549~~711		$	2120,~~582~~964

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

Table of Contents

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
Balance at December 31, 2024
(after deducting 40,501,644 common treasury shares)		283,786,263	$	284	$	3,133		$	5,086		$	(3,835	)	$	4,668		$	169		$	4,837
(after deducting 39,313,644 common treasury shares)		284,974,263	$	285	$	3,159		$	5,156		$	(3,844	)	$	4,756		$	150		$	4,906
Net income (loss)									28115						28115			(63	)		22118
Other comprehensive income (loss)												(757	)		(757	)		(43	)		~~(11~~60	)
Total Comprehensive Income (Loss)															21172			~~(10~~6	)		11178
Stock-based compensation plans						17									17						17
Dividends declared																		(7	)		(7	)
Common stock issued from treasury		900,744		1		(4	)								(3	)					(3	)
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		674,461		1		(5	)								(4	)					(4	)
Common stock issued from treasury		228,014
Balance at March 31, 2025
Balance at September 30, 2024
(after deducting 38,639,183 common treasury shares)		285,648,724	$	286	$	3,160		$	5,271		$	(3,787	)	$	4,930		$	156		$	5,086
(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 nine months ended September 30, 2024.


											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	)					(57	)		(1	)		(58	)
Other comprehensive income (loss)												16			16			(3	)		13
Total Comprehensive Income (Loss)															(41	)		(4	)		(45	)
Stock-based compensation plans						11									11						11
Dividends declared																		(2	)		(2	)
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

There were no dividends declared or paid during the three months ended March 31, 2025 and 2024.

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

Table of Contents

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~SHAREHOLDERS’~~CASH ~~EQUITY~~FLOWS

(Unaudited)

													Accumulated						Minority
	Three Months Ended
													Other			Goodyear			Shareholders'			Total
	March 31,
	Common Stock						Capital			Retained			Comprehensive			Shareholders'			Equity — Non-			Shareholders'
(In millions)	2025			2024
(In millions, except share data)	Shares			Amount			Surplus			Earnings			Loss			Equity			Redeemable			Equity
Cash Flows from Operating Activities:
Balance at December 31, 2022
Net Income (Loss)	$	118		$	(58	)
(after deducting 41,391,555 common treasury shares)		282,896,352		$	283		$	3,117		$	5,775		$	(3,875	)	$	5,300		$	166		$	5,466
Adjustments to Reconcile Net Income (Loss) to Cash Flows from Operating Activities:
Net income (loss)											(309	)					(309	)		2			(307	)
Depreciation and Amortization		270			284
Other comprehensive income (loss)														107			107			2			109
Amortization and Write-Off of Debt Issuance Costs		6			3
Total Comprehensive Income (Loss)																	(202	)		4			(198	)
Provision for Deferred Income Taxes (Note 6)		(31	)		(42	)
Stock-based compensation plans								9									9						9
Net Pension Curtailments and Settlements		4			(5	)
Dividends declared																				(2	)		(2	)
Net Rationalization Charges (Note 4)		81			22
Common stock issued from treasury		555,965						(2	)								(2	)					(2	)
Rationalization Payments		(65	)		(55	)
Balance at June 30, 2023
Net (Gains) Losses on Asset Sales (Note 2)		(262	)		2
(after deducting 40,835,590 common treasury shares)		283,452,317		$	283		$	3,124		$	5,466		$	(3,768	)	$	5,105		$	168		$	5,273
Operating Lease Expense		78			85
Net income (loss)											(89	)					(89	)		5			(84	)
Operating Lease Payments		(71	)		(69	)
Other comprehensive income (loss)														(26	)		(26	)		(3	)		(29	)
Pension Contributions and Direct Payments		(41	)		(16	)
Total comprehensive income (loss)																	(115	)		2			(113	)
Changes in Operating Assets and Liabilities, Net of Asset Acquisitions and Dispositions:
Stock-based compensation plans								2									2						2
Accounts Receivable		(431	)		(325	)
Dividends declared																				(2	)		(2	)
Inventories		(365	)		(167	)
Common stock issued from treasury		93,390			1												1						1
Accounts Payable — Trade		46			(47	)
Balance at September 30, 2023
Compensation and Benefits		(28	)		(38	)
(after deducting 40,742,200 common treasury shares)		283,545,707		$	284		$	3,126		$	5,377		$	(3,794	)	$	4,993		$	168		$	5,161
Other Current Liabilities		95			(45	)
Other Assets and Liabilities		58			20
Total Cash Flows from Operating Activities		(538	)		(451	)
Cash Flows from Investing Activities:
Capital Expenditures		(259	)		(318	)
Asset Dispositions		720			108
Notes Receivable		(7	)		(21	)
Other Transactions		(22	)		—
Total Cash Flows from Investing Activities		432			(231	)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred		409			282
Short Term Debt and Overdrafts Paid		(535	)		(230	)
Long Term Debt Incurred		5,951			3,964
Long Term Debt Paid		(5,627	)		(3,332	)
Common Stock Issued		(4	)		(3	)
Transactions with Minority Interests in Subsidiaries		—			(2	)
Debt Related Costs and Other Transactions		17			(18	)
Total Cash Flows from Financing Activities		211			661
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash		9			(10	)
Net Change in Cash, Cash Equivalents and Restricted Cash		114			(31	)
Cash, Cash Equivalents and Restricted Cash at Beginning of the Period		864			985
Cash, Cash Equivalents and Restricted Cash at End of the Period	$	978		$	954

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

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

Table of Contents

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	September 30,
(In millions)	2024			2023
Cash Flows from Operating Activities:
Net Income (Loss)	$	(12	)	$	(391	)
Adjustments to Reconcile Net Income (Loss) to Cash Flows from Operating Activities:
Depreciation and Amortization		800			751
Amortization and Write-Off of Debt Issuance Costs		10			11
Intangible Asset Impairment (Note 1)		125			—
Provision for Deferred Income Taxes (Note 5)		(37	)		(138	)
Net Pension Curtailments and Settlements		(5	)		40
Net Rationalization Charges (Note 3)		52			302
Rationalization Payments		(149	)		(72	)
Net (Gains) Losses on Asset Sales (Note 4)		(95	)		(68	)
Gain on Insurance Recoveries for Damaged Property, Plant and Equipment		(61	)		—
Operating Lease Expense		249			224
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		(658	)		(816	)
Inventories		(259	)		590
Accounts Payable — Trade		(207	)		(585	)
Compensation and Benefits		39			45
Other Current Liabilities		(58	)		222
Other Assets and Liabilities		(69	)		(58	)
Total Cash Flows from Operating Activities		(591	)		(204	)
Cash Flows from Investing Activities:
Capital Expenditures		(912	)		(807	)
Insurance Recoveries for Damaged Property, Plant and Equipment		48			—
Cash Proceeds from Sale and Leaseback Transactions (Note 4)		16			73
Asset Dispositions		110			3
Short Term Securities Acquired		—			(96	)
Short Term Securities Redeemed		2			88
Long Term Securities Acquired		—			(11	)
Long Term Securities Redeemed		4			6
Notes Receivable		(28	)		(61	)
Other Transactions		1			(13	)
Total Cash Flows from Investing Activities		(759	)		(818	)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred		1,034			793
Short Term Debt and Overdrafts Paid		(803	)		(863	)
Long Term Debt Incurred		10,315			7,321
Long Term Debt Paid		(9,180	)		(6,464	)
Common Stock Issued		(3	)		(2	)
Transactions with Minority Interests in Subsidiaries		(2	)		(4	)
Debt Related Costs and Other Transactions		(46	)		(7	)
Total Cash Flows from Financing Activities		1,315			774
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash		(10	)		(5	)
Net Change in Cash, Cash Equivalents and Restricted Cash		(45	)		(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	$	940		$	1,058

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

Table of Contents

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~~2024 (the “~~2023~~2024 Form 10-K”).

Operating results for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, ~~2024~~2025.

Recently Issued Accounting Standards

On ~~March~~December 614, ~~2024~~2023, the ~~SEC~~Financial ~~issued~~Accounting ~~final~~Standards ~~rules~~Board ~~that~~("FASB") ~~require~~issued ~~registrants~~a tofinal ~~enhance~~Accounting ~~and~~Standards ~~standardize~~Update ~~climate-related~~("ASU") ~~disclosures~~to inimprove ~~their~~income ~~annual~~tax ~~reports beginning with periods ending December 31, 2025~~disclosures. The ~~final~~new ~~rules~~standard ~~will~~requires ~~require~~enhanced ~~information~~disclosures ~~about~~primarily ~~climate-~~related ~~risks that have materially impacted, or are reasonably likely~~ to ~~have~~existing arate ~~material~~reconciliation ~~impact~~and ~~on,~~income ataxes ~~registrant’s~~paid ~~business~~information ~~strategy,~~and ~~results~~improves ~~of operations or financial condition,~~ the ~~governance~~transparency of ~~climate-related~~income ~~matters,~~tax ~~certain~~disclosures ~~climate-related~~by ~~targets~~requiring ~~and~~consistent ~~goals,~~categories and ~~certain~~greater ~~greenhouse~~disaggregation ~~gas~~of ~~emissions.~~information ~~The~~in ~~rules~~the ~~will~~rate ~~also~~reconciliation ~~require~~and ~~certain~~requiring ~~financial~~income ~~statement~~taxes ~~disclosures~~paid ~~related~~ to ~~the~~be ~~impact~~disaggregated ofby ~~severe weather events and other natural disasters~~jurisdiction. OnIt ~~April~~also 4,includes ~~2024,~~certain ~~the~~amendments ~~SEC~~to ~~stayed~~improve the ~~final~~effectiveness ~~rules pending completion~~ of ~~judicial~~income ~~review~~tax ofdisclosures. ~~several~~The ~~lawsuits~~standards ~~challenging~~update ~~the~~is ~~rules~~effective ~~that~~for ~~have~~annual ~~been~~periods ~~consolidated~~beginning inafter ~~the~~December ~~U.S.~~15, ~~Court of Appeals for the 8th Circuit~~2024. We are currently assessing the impact of ~~these~~this ~~rules~~standards update on our disclosures in ~~both our Annual Report on Form 10-K and~~ the notes to the consolidated financial statements.

~~Goodwill~~On November 4, 2024, the FASB issued a final ASU to require disaggregated disclosure of income statement expenses. This new standard requires certain expense categories, including selling expenses, to be disaggregated in the notes to the consolidated financial statements. The standards update is effective for fiscal years beginning after December 15, 2026, and ~~Intangible~~interim ~~Assets~~periods within fiscal years beginning after December 15, 2027. We are currently assessing the impact of this standards update on our disclosures in the notes to the consolidated financial statements.

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.

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 goodwill 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.

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. At March 31, 2025, assets classified as held for sale of $197 million related to the sale of the Dunlop brand were included within Assets Held for Sale in the Consolidated Balance Sheets. At December 31, 2024, assets classified as held for sale of $466 million and liabilities classified as held for sale of $51 million related to the sale of our off-the-road ("OTR") tire business were included within Assets Held for Sale and Other Current Liabilities, respectively,

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.6

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in the Consolidated Balance Sheets. Refer to Note to the Consolidated Financial Statements No. 2, Divestitures, for additional information.

Restricted Cash

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

	September 30,
	March 31,
(In millions)	~~2024~~2025		~~2023~~2024
Cash and Cash Equivalents	$	~~905~~902	$	~~1,002~~893
Restricted Cash		3576		5661
Total Cash, Cash Equivalents and Restricted Cash	$	~~940~~978	$	~~1,058~~954

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 ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, 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.

8NOTE 2. DIVESTITURES

Net gains on asset sales were $262 million for the quarter ended March 31, 2025 and net losses on asset sales were $2 million for the quarter ended March 31, 2024. None of our divestitures meet the criteria for presentation as discontinued operations as they do not represent a strategic shift that will have a major effect on our operations or financial results.

On February 3, 2025, we completed the sale of our OTR tire business to The Yokohama Rubber Company, Limited (“Yokohama”) pursuant to the terms of the Share and Asset Purchase Agreement, dated as of July 22, 2024 (the “OTR Purchase Agreement”). In conjunction with the sale of the OTR tire business, we entered into several ancillary agreements, including a trademark license agreement, whereby we license certain trademarks to Yokohama for an initial period of ten years from the date of the sale, a product supply agreement, pursuant to which we supply to Yokohama certain OTR tires for an initial period of up to five years, and a transition services agreement, pursuant to which we are providing certain support services for a period of up to eighteen months. The activity related to these agreements is primarily recorded in Prepaid Expenses and Other Current Assets and Other Current Liabilities in the Consolidated Balance Sheets.

As a result of the transaction, considering the receipt of the purchase price of $905 million, subject to certain adjustments set forth in the OTR Purchase Agreement, amounts allocated to deferred income related to the trademark license agreement of $90 million, amounts allocated to deferred revenue related to the product supply agreement of $95 million, and transaction costs of $26 million, and based upon the net assets of the OTR tire business of $434 million, we recorded an estimated pre-tax gain of $260 million during the first quarter of 2025. We estimated the fair value of the deferred income related to the trademark license agreement using the relief-from-royalty method, with the most critical assumptions based on projected revenue, royalty rate and discount rate. We estimated the fair value of the deferred revenue related to the product supply agreement using a cost-plus-margin approach, with the most critical assumption based on projected cost of goods sold. The pre-tax income from the assets sold included within the Consolidated Statements of Operations was $12 million for the three months ended March 31, 2024. These amounts exclude any ongoing obligations related to the product supply agreement and transition service agreement, as well as any amortization of deferred revenue or income.

On May 7, 2025, we completed the sale of our rights to the Dunlop brand in Europe, North America and Oceania for consumer, commercial and other specialty tires, together with certain associated intellectual property and other intangible assets, for a purchase price of $526 million to Sumitomo Rubber Industries, Ltd. ("SRI") pursuant to the terms of the Purchase Agreement, dated as of January 7, 2025 (the "Dunlop Purchase Agreement"). SRI also paid us an up-front transition support fee of $105 million for our support in transitioning the Dunlop brand, related intellectual property and Dunlop customers to SRI. SRI also acquired our existing Dunlop tire inventory for approximately $104 million. We also entered into a number of ancillary agreements, including (a) a transition license agreement, pursuant to which we will continue to manufacture, sell and distribute Dunlop-branded consumer tires in Europe from the closing of the transaction until December 31, 2025, and during which we will pay SRI a royalty on such Dunlop sales; (b) a transition offtake agreement, pursuant to which we will sell to SRI certain Dunlop-branded consumer tire products for a period of up to five years, commencing after termination or expiration of the transition license agreement; and (c) we will license back the Dunlop brand from SRI for commercial tires in Europe on a long-term basis, subject to a royalty on sales. As a result of the transaction, considering the receipt of the purchase price and based upon the net

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~~NOTE~~assets 2.of ~~NET~~the ~~SALES~~Dunlop brand as of March 31, 2025, we estimate we will record a pre-tax gain of approximately $395 million during the second quarter of 2025.

NOTE 3. NET SALES

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

	Three Months Ended September 30, 2024
	Three Months Ended March 31, 2025
			Europe, Middle East
(In millions)	Americas		and Africa		Asia Pacific		Total
Tire unit sales	$	2,~~319~~008	$	1,~~191~~116	$	~~584~~451	$	43,~~094~~575
Other tire and related sales		~~197~~175		~~125~~124		3021		~~352~~320
Retail services and service related sales		~~203~~181		3237		4—		~~239~~218
Chemical sales		133		—		—		133
Other		65		—		—2		67
Net Sales by reportable segment	$	2,~~858~~502	$	1,~~348~~277	$	~~618~~474	$	4,~~824~~253

	Three Months Ended September 30, 2023
	Three Months Ended March 31, 2024
			Europe, Middle East
(In millions)	Americas		and Africa		Asia Pacific		Total
Tire unit sales	$	2,~~616~~122	$	1,~~228~~186	$	~~616~~574	$	43,~~460~~882
Other tire and related sales		~~204~~183		~~112~~132		2018		~~336~~333
Retail services and service related sales		~~182~~169		3429		109		~~226~~207
Chemical sales		110		—		—		110
Other		84		—		21		105
Net Sales by reportable segment	$	32,~~120~~588	$	1,~~374~~347	$	~~648~~602	$	54,~~142~~537

	Nine Months Ended September 30, 2024
			Europe, Middle East
(In millions)	Americas		and Africa		Asia Pacific		Total
Tire unit sales	$	6,616	$	3,470	$	1,714	$	11,800
Other tire and related sales		576		407		82		1,065
Retail services and service related sales		559		97		15		671
Chemical sales		377		—		—		377
Other		15		—		3		18
Net Sales by reportable segment	$	8,143	$	3,974	$	1,814	$	13,931

Tire unit sales consist of consumer, commercial, farm and OTR tire sales, including the sale of new Company-branded tires through Company-owned retail channels. OTR tire sales primarily consist of tires sold to Yokohama pursuant to our product supply agreement. 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.

	Nine Months Ended September 30, 2023
			Europe, Middle East
(In millions)	Americas		and Africa		Asia Pacific		Total
Tire unit sales	$	7,428	$	3,715	$	1,719	$	12,862
Other tire and related sales		600		395		63		1,058
Retail services and service related sales		516		97		29		642
Chemical sales		366		—		—		366
Other		16		—		6		22
Net Sales by reportable segment	$	8,926	$	4,207	$	1,817	$	14,950

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 $28 million and $13 million at March 31, 2025 and December 31, 2024, respectively. Deferred revenue included in Other Long Term Liabilities in the Consolidated Balance Sheets totaled $79 million and $6 million at March 31, 2025 and December 31, 2024, respectively. Revenue deferred during the three months ended March 31, 2025 primarily relates to the product supply agreement we entered into in connection with the sale of our OTR tire business. We recognize deferred revenue after we have transferred control of the goods or services to the customer and all revenue recognition criteria are met.

~~Tire~~The ~~unit~~following ~~sales~~table ~~consist~~presents ~~of consumer, commercial, farm and off-~~the~~-road~~ ~~tire~~balance ~~sales, including the sale~~ of ~~new~~deferred ~~Company-branded~~revenue ~~tires through Company-owned retail channels. Other tire and~~ related ~~sales~~to ~~consist~~contracts ofwith 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~~changes ~~service~~during ~~related products. Chemical sales relate to~~ the ~~sale~~three ofmonths ~~synthetic~~ended ~~rubber~~March ~~and other chemicals to third parties~~31, ~~and exclude intercompany sales. Other sales include items such as franchise fees and ancillary tire parts.~~2025:

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 $15 million and $18 million at September 30, 2024 and December 31, 2023, respectively. Deferred revenue included in Other Long Term Liabilities in the Consolidated Balance Sheets totaled $7 million and $10 million at 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.



(In millions)
Balance at December 31, 2024	$	19
Revenue deferred during period		134
Revenue recognized during period		(45	)
Impact of foreign currency translation		(1	)
Balance at March 31, 2025	$	107

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~~The~~NOTE ~~following~~4. ~~table~~COSTS ~~presents~~ASSOCIATED ~~the~~WITH ~~balance~~RATIONALIZATION ~~of deferred revenue related to contracts with customers, and changes during the nine months ended September 30, 2024:~~PROGRAMS

(In millions)
Balance at December 31, 2023	$	28
Revenue deferred during period		158
Revenue recognized during period		(164	)
Impact of foreign currency translation		—
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
Balance at December 31, 2024	$	396		$	1		$	397
2024 Charges		35			42			77
2025 Charges(1)		66			17			83
Incurred, net of foreign currency translation of $5 million and $0 million, respectively		(89	)		(55	)		(144	)
Incurred, net of foreign currency translation of $13 million and $0 million, respectively		(34	)		(18	)		(52	)
Reversed to the Statement of Operations		(256	)		—			(256	)
Balance at September 30, 2024	$	439		$	3		$	442
Balance at March 31, 2025	$	422		$	—		$	422

(1)

~~During~~Charges ~~the third quarter~~ of ~~2024,~~$83 asmillion ~~part~~exclude of Goodyear Forward, we approved two rationalization plans to reduce Selling, Administrative and General expense ("SAG") and manufacturing costs, primarily in North America and Corporate functional areas. The plans include approximately 190 net headcount reductions as of the end of the third quarter. Total pre-tax charges are expected to be $94 million, ~~substantially all~~ of ~~which~~benefit ~~are~~plan ~~expected~~termination tobenefit ~~be cash~~ charges ~~primarily~~recorded ~~for~~in ~~associate-related~~Rationalizations ~~costs.~~in ~~During~~ the ~~third~~Statement ~~quarter~~ of ~~2024, we accrued approximately $6 million for these plans, which is expected to be substantially paid through 2024~~Operations.

During the ~~second~~first quarter of ~~2024~~2025, we reached an agreement with the United Steelworkers and approved a rationalization plan to ~~open~~eliminate aour ~~shared~~production ~~service~~of ~~center~~commercial tires in ~~Costa~~our ~~Rica~~Danville, ~~and~~Virginia tire manufacturing facility ("Danville") in order to ~~exit~~reduce ~~certain~~our ~~Commercial~~production ~~Tire~~cost per tire in Americas. The plan includes approximately 850 job reductions, including associates and ~~Service~~contracted ~~Center~~positions. ~~(“CTSC”)~~Danville ~~locations~~will continue to produce aviation tires and conduct mixing operations. We expect to substantially complete this rationalization plan by the end of 2025. Total pre-tax charges are expected to be between $28130 million and $140 million, of which $1880 million ~~are~~to $90 million is expected to be cash charges primarily for associate-related and other exit costs. ~~Non-cash~~and ~~charges~~the remaining costs are expected to be ~~$10~~non-cash ~~million,~~charges ~~consisting~~primarily offor accelerated ~~lease~~depreciation, ~~amortization~~pension termination benefit charges and ~~pension~~other ~~settlement~~asset-related ~~costs~~charges. We have accrued approximately $1050 million ~~accrued~~ for this plan at ~~September~~March 3031, ~~2024, which is expected to be substantially paid through the end of~~ 2025.

During the first quarter of ~~2024~~2025, we approved a ~~rationalization~~ plan to reduce Selling, Administrative and General expenses (“SAG”) headcount in ~~Asia~~Americas ~~Pacific~~and toCorporate. ~~permanently~~The ~~close~~proposed ~~our~~plan ~~Malaysia~~includes ~~tire~~approximately ~~manufacturing~~80 ~~facility~~net asheadcount ~~part~~reductions. ofTotal ~~our~~estimated ~~strategy~~pre-tax tocharges ~~improve~~are ~~profitability~~expected ~~and~~to ~~reduce~~be ~~production~~approximately ~~costs~~$6 million. We have accrued approximately $35 million ~~accrued~~ for this plan at ~~September~~March 3031, ~~2024, which is expected to be substantially paid through the first quarter of~~ 2025.

The remainder of the accrual balance at ~~September~~March 3031, ~~2024~~2025 includes $~~253~~271 million related to the closures of our Fulda, Germany ("Fulda") and our Fürstenwalde, Germany ("Fürstenwalde") tire manufacturing facilities, $~~130~~59 million related to the rationalization and workforce reorganization plan in Europe, Middle East and Africa ("EMEA"), which reflects $196 million of reversals due to voluntary attrition, $119 million related to the plan to ~~improve~~open ~~profitability~~a shared service center in ~~Australia~~Costa Rica and ~~New~~to ~~Zealand,~~exit $8certain ~~million~~Commercial ~~related~~Tire toand ~~plans~~Service toCenter ~~reduce~~("CTSC") ~~SAG headcount~~locations, $5 million related to the closed Amiens, France tire manufacturing facility, $4 million related to plans to reduce SAG headcount, $4 million related to a global workforce reorganization plan to improve our cost structure, $32 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.

At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, $~~358~~338 million and $~~239~~296 million were recorded in Other Current Liabilities in the Consolidated Balance Sheets, respectively.

109

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

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
(In millions)	~~2024~~2025			~~2023~~2024			~~2024~~			~~2023~~
Current Year Plans
Associate Severance and Other Related Costs	$	657		$	~~187~~10		$	29		$	~~262~~
Other Exit Costs		1			3			2			16
Benefit Plan Curtailments/Settlements/Termination Benefits		4			—
Current Year Plans - Net Charges	$	7		$	190		$	31		$	278
Other Exit Costs		4			—
Prior Year Plans
Current Year Plans - Net Charges	$	65		$	10
Associate Severance and Other Related Costs	$	(11	)	$	(2	)	$	(19	)	$	—
Prior Year Plans
Other Exit Costs		15			10			40			24
Associate Severance and Other Related Costs	$	3		$	1
Prior Year Plans - Net Charges	$	4		$	8		$	21		$	24
Other Exit Costs		13			11
Total Net Charges	$	11		$	198		$	52		$	302
Prior Year Plans - Net Charges	$	16		$	12
Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs, net	$	25		$	8		$	119		$	21
Total Net Charges	$	81		$	22
Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs, net	$	46		$	51

Substantially all of the new charges for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 relate to future cash outflows. Net current year plan charges for the three months ended ~~September~~March 3031, ~~2024~~2025 primarily relate to the plans toapproved ~~reduce~~during ~~SAG and manufacturing headcount. Net current year plan charges for~~ the ~~nine~~first ~~months~~quarter ~~ended~~of ~~September~~2025 ~~30,~~described ~~2024~~above and also include ~~the plan to open~~ a ~~new~~$4 ~~shared~~million ~~service~~termination ~~center~~benefits incharge ~~Costa~~for ~~Rica,~~one ~~and the closure~~ of our ~~tire~~defined ~~manufacturing~~benefit ~~facility~~pension inplans ~~Malaysia.~~related ~~Net current year plan charges for the three months ended September 30, 2023 primarily relate~~ to ~~the~~headcount ~~rationalization~~reductions ~~and~~at ~~workforce reorganization plan in EMEA and the plan to improve profitability in Asia Pacific~~Danville. Net current year plan charges for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 ~~also~~primarily ~~include~~relate ~~the plan~~ to ~~reduce production capacity at Fulda,~~ the ~~plan~~closure toof ~~streamline~~ our ~~EMEA~~tire ~~distribution network, a plan to reduce costs associated with our global operations and technology organization, and a plan to reduce~~ manufacturing ~~staffing~~facility ~~levels and capacity~~ in ~~EMEA~~Malaysia.

Net prior year plan charges for the three months ended ~~September~~March 3031, ~~2024~~2025 include $715 million related to the closures of Fulda and Fürstenwalde, $42 million related to the workforce reorganization plan in EMEA, $21 million related to the closure of 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 nine months ended September 30, 2024 include $15 million related~~ to ~~the~~open ~~closures~~a ofshared ~~Fulda~~service ~~and~~center ~~Fürstenwalde, $9 million related to the closure of Melksham, $4 million related to the workforce reorganization plan~~ in ~~EMEA,~~Costa $3Rica ~~million related to the plan in Australia~~ and ~~New Zealand, $3 million related~~ to ~~the~~exit ~~permanent closure of Gadsden, $3 million related to the closure of~~ certain ~~retail~~CTSC ~~and warehouse~~ locations ~~in Americas~~, $21 million related to plans to reduce SAG headcount, ~~$2 million related to the plan to streamline our EMEA distribution network, $1 million related to a plan in South Africa, $1 million related to the integration of Cooper Tire,~~ and reversals of $256 million primarily related to voluntary attrition. Net prior year plan charges for the three months ended ~~September~~March 3031, ~~2023~~2024 include $34 million related to the closure of Melksham, $32 million related to the ~~integration~~closure of ~~Cooper~~Fulda ~~Tire,~~and ~~$1 million related to a plan in South Africa~~Fürstenwalde, $12 million related to the permanent closure of our Gadsden, ~~and~~Alabama ~~reversals~~tire ofmanufacturing facility, $1 million ~~for~~related ~~actions~~to noour ~~longer~~global ~~needed~~workforce ~~for~~reorganization ~~their originally intended purpose. Net prior year~~ plan ~~charges~~to ~~for~~improve ~~the~~our ~~nine~~cost ~~months ended September 30~~structure, ~~2023 include~~ $91 million related to the ~~closure~~rationalization ofand ~~Melksham,~~workforce $7reorganization ~~million~~plan ~~related~~in ~~to the integration of Cooper Tire~~EMEA, $51 million ~~for~~related ~~various~~to ~~plans~~a toplan ~~reduce~~in ~~global~~Australia ~~SAG~~and ~~headcount~~New Zealand, $41 million related to the ~~permanent~~ closure of ~~Gadsden,~~certain $2retail ~~million~~and ~~related~~warehouse tolocations ~~discontinued operations~~ in ~~Russia~~Americas, ~~$1 million related to a plan in South Africa,~~ and reversals of $71 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 nine~~ months ended ~~September~~March 3031, ~~2024~~2025 primarily relate to ~~plans~~the ~~to improve our cost structure through~~ announced closures of ~~our~~ Fulda, ~~Fürstenwalde~~ and ~~Malaysia tire manufacturing facilities~~Fürstenwalde, as well as the ~~closure~~plan ofto areduce ~~development~~our ~~center~~production ~~and~~capacity ~~warehouse~~at ~~in the U~~Danville.S.

Asset write-offs (recoveries) and accelerated depreciation for the three months ended ~~September~~March 3031, ~~2023~~2024 primarily relate to ~~the~~plans ~~integration~~to ofimprove ~~Cooper~~our ~~Tire~~cost ~~and~~structure ~~the~~through ~~closure~~announced closures of ~~Melksham.~~a ~~Asset~~development ~~write-offs~~center ~~(recoveries)~~in ~~and accelerated depreciation for~~ the ~~nine~~U.S. ~~months ended September 30, 2023 primarily relate to the integration of Cooper Tire~~ and ~~the~~certain ~~closure~~plants ~~of Melksham, partially offset by recoveries of previously written-off accounts receivable~~ and ~~other~~facilities ~~assets in Russia~~globally.

Ongoing rationalization plans had approximately $~~920~~1,050 million in charges incurred prior to ~~2024~~2025 and have approximately $~~200~~150 million in expected charges to be incurred in future periods.

Approximately 950 associates will be released under plans initiated in 2025, of which approximately 650 were released through March 31, 2025. In the first three months of 2025, approximately 200 associates were released under plans initiated in prior years. Approximately 2,450 associates remain to be released under all ongoing rationalization plans.

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NOTE 5. OTHER (INCOME) EXPENSE


	Three Months Ended
	March 31,
(In millions)	2025			2024
Non-service related pension and other postretirement benefits cost	$	26		$	23
Financing fees and financial instruments expense		15			15
Net foreign currency exchange (gains) losses		(4	)		1
Interest income		(10	)		(15	)
General and product liability expense - discontinued products		2			2
Royalty income		(11	)		(5	)
Miscellaneous (income) expense		7			7
	$	25		$	28

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 three months ended March 31, 2025 includes a pension settlement charge of $4 million resulting from total lump sum payments exceeding annual service and interest cost of the applicable plan. For further information, refer to Note to the Consolidated Financial Statements No. 11, Pension, Savings and Other Postretirement Benefit Plans.

Net foreign currency exchange (gains) losses for the three months ended March 31, 2025 includes a $4 million gain primarily related to the euro, and for the three months ended March 31, 2024 includes a loss of $1 million primarily related to the Argentine peso.

Miscellaneous (income) expense for the three months ended March 31, 2025 includes transaction and other costs of $5 million related to the sale of the Dunlop brand. Miscellaneous (income) expense for the three months ended March 31, 2024 includes an $8 million loss related to the sale of receivables in Argentina.

Other (Income) Expense also includes financing fees and financial instruments expense, which consists of commitment fees and charges incurred in connection with financing transactions; interest income; 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.

NOTE 6. INCOME TAXES

For the first quarter of 2025, we recorded income tax expense of $13 million on income before income taxes of $131 million.

For the first quarter of 2024, we recorded income tax expense of $6 million on a loss before income taxes of $52 million. Income tax expense for the three months ended March 31, 2024 includes a net discrete tax benefit of $1 million.

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 months ended March 31, 2025 is favorably impacted by gains recognized as a result of the sale of the OTR tire business in foreign jurisdictions where no taxes are recorded, net of losses in foreign jurisdictions in which no tax benefits are recorded. The difference between our effective tax rate and the U.S. statutory rate of 21% for the three months ended March 31, 2024 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") has 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 2025. 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 information. We give operating results during the most recent three-year period a significant weight in our analysis. 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

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~~Approximately~~to ~~950~~the ~~associates~~extent ~~will~~that, ~~be released under plans initiated~~ in ~~2024~~our judgment, ofpositive ~~which~~evidence ~~approximately~~exists ~~750~~with ~~were~~a ~~released~~magnitude ~~through~~and ~~September~~duration ~~30,~~sufficient ~~2024.~~to Inresult ~~the~~in ~~first~~a ~~nine~~conclusion ~~months~~that ofit ~~2024,~~is ~~approximately~~more ~~1,100~~likely ~~associates~~than ~~were~~not ~~released~~that ~~under~~our ~~plans~~deferred ~~initiated~~tax inassets ~~prior~~will ~~years. Approximately 2,350 associates remain to~~ be ~~released under all ongoing rationalization plans~~realized.

~~NOTE~~At 4March 31, 2025 and December 31, 2024, we had approximately $1.3 ~~OTHER~~billion ~~(INCOME)~~of ~~EXPENSE~~U.S. federal, state and local net deferred tax assets, inclusive of valuation allowances totaling $36 million and $26 million, respectively, primarily for state tax loss carryforwards with limited lives. As of March 31, 2025 and December 31, 2024, approximately $1.1 billion of these U.S. net deferred tax assets had unlimited lives and approximately $200 million had limited lives, including $24 million of foreign tax credits, and the majority do not start to expire until 2030. In the U.S., we have a cumulative loss for the three-year period ended March 31, 2025 primarily driven by non-recurring items such as rationalization charges, pension curtailments and settlements, one-time costs associated with the Goodyear Forward plan, and intangible asset impairments.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In millions)	2024			2023			2024			2023
Non-service related pension and other postretirement benefits cost	$	22		$	28		$	72		$	121
Financing fees and financial instruments expense		16			15			47			44
Net foreign currency exchange (gains) losses		—			(3	)		(3	)		38
Interest income		(14	)		(21	)		(41	)		(55	)
General and product liability expense - discontinued products		2			2			6			5
Royalty income		(5	)		(5	)		(16	)		(23	)
Net (gains) losses on asset sales		(1	)		(6	)		(95	)		(68	)
Miscellaneous (income) expense		14			11			22			20
	$	34		$	21		$	(8	)	$	82

In assessing our ability to utilize our net deferred tax assets, we primarily considered objectively verifiable information, including the improvement of our U.S. income before income taxes during the first quarter of 2025 as a result of benefits from the Goodyear Forward plan compared to the first quarter of 2024, as well as non-deductible interest and future royalty income from foreign subsidiaries. In addition, we considered 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, tariff, 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.

~~Non-service~~We ~~related~~believe ~~pension~~our ~~and~~improvement ~~other~~in ~~postretirement~~U.S. ~~benefits~~income ~~cost~~before ~~consists~~income ~~primarily~~taxes offor the ~~interest~~three ~~cost,~~months ~~expected~~ended ~~return~~March on31, ~~plan~~2025 ~~assets~~compared ~~and~~to ~~amortization~~the ~~components~~three ofmonths ~~net~~ended ~~periodic~~March ~~cost~~31, 2024, as well as ~~curtailments~~forecasts ~~and~~of ~~settlements~~future ~~which~~profitability, ~~are~~provide ~~not~~us ~~related~~sufficient positive evidence to ~~rationalization~~conclude ~~plans.~~that ~~Pension~~it ~~expense~~is ~~for~~more ~~the~~likely ~~nine~~than ~~months~~not ~~ended~~that, ~~September~~at 30March 31, ~~2024~~2025, ~~includes~~our aU.S. ~~pension~~net ~~settlement~~deferred ~~credit~~tax ofassets $5will ~~million~~be ~~related~~fully toutilized. aHowever, ~~premium~~macroeconomic ~~refund~~factors onsuch ~~the~~as ~~purchase~~raw ofmaterial, atransportation, ~~group~~tariff, ~~annuity~~labor ~~contract~~and ~~for~~energy ~~the~~costs ~~Cooper~~possess ~~Tire~~a ~~U.S.~~high ~~Salaried~~degree ~~defined~~of ~~benefit~~volatility ~~pension~~and ~~plan~~can insignificantly ~~2023.~~impact ~~Pension~~our ~~expense~~profitability. ~~for~~In ~~the~~addition, ~~three~~certain ~~and~~tax ~~nine~~provisions, ~~months~~such ~~ended~~as ~~September~~the ~~30,~~annual ~~2023~~interest ~~includes~~expense ~~pension~~limitation ~~settlement~~under ~~charges~~Section 163(j) of $4the ~~million~~Internal ~~and~~Revenue ~~$40~~Code ~~million~~of 1986, ~~respectively~~if amended, ~~related~~could toimpact ~~total~~our ~~lump~~analysis ~~sum~~of ~~payments~~the ~~exceeding~~realizability ~~annual~~of ~~service~~our ~~and~~U.S. ~~interest~~deferred ~~cost~~tax ~~for~~assets. ~~certain~~If ~~non-~~our U.S. ~~plans~~operating ~~and~~results ~~the~~significantly ~~termination~~decline ofin the ~~Cooper~~future, ~~Tire~~we ~~U.S.~~may ~~Salaried~~need ~~and~~to ~~Ireland~~record ~~defined~~a ~~benefit~~valuation ~~pension~~allowance ~~plans.~~which ~~For~~could ~~further~~adversely ~~information,~~impact ~~refer~~our tooperating ~~Note~~results. toAs ~~the~~such, ~~Consolidated~~we ~~Financial~~will ~~Statements~~closely Nomonitor our U.S. ~~10,~~operations ~~Pension,~~as ~~Savings~~well ~~and~~as ~~Other~~any ~~Postretirement~~tax ~~Benefit~~law ~~Plans~~changes to assess the realizability of our U.S. deferred tax assets.

~~Net~~At March 31, 2025 and December 31, 2024, we also had approximately $1.5 billion of foreign ~~currency~~net ~~exchange~~deferred ~~(gains)~~tax assets and related valuation allowances of approximately $1.2 billion. Our losses ~~for~~in ~~the~~various ~~three~~foreign ~~and~~taxing ~~nine~~jurisdictions ~~months~~in ~~ended~~recent ~~September~~periods ~~30,~~represented ~~2023~~sufficient ~~include~~negative aevidence ~~$16~~to ~~million~~require ~~gain~~us ~~and~~to maintain a $3full ~~million~~valuation ~~loss,~~allowance ~~respectively~~against certain of these net foreign deferred tax assets. Most notably, ~~related~~in toLuxembourg, ~~the~~we ~~Turkish~~maintain ~~lira~~a ~~and~~valuation ~~losses~~allowance of approximately $151.0 ~~million~~billion ~~and~~on ~~$34~~all ~~million,~~of ~~respectively~~our net deferred tax assets. Each reporting period, ~~related~~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 ~~Argentine~~next ~~peso~~twelve months.

~~Interest~~For ~~income for~~ the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2025, ~~includes~~changes ~~interest~~to ~~income~~our inunrecognized ~~Argentina~~tax ofbenefits ~~$10~~did ~~million~~not, and ~~$28~~for ~~million~~the full year of 2025 are not expected to, ~~respectively~~have a significant impact on our financial position or results of operations.

~~Net~~We ~~gains~~are onopen ~~asset sales for the nine months ended September 30, 2024 include an $80 million gain related~~ to ~~the~~examination ~~sale of a distribution center~~ in ~~EMEA~~the ~~and~~United aStates ~~$14~~from ~~million~~2021 ~~gain~~onward ~~related to a sale~~ and ~~leaseback transaction for a warehouse~~ in ~~Americas.~~Germany ~~Cash~~from ~~proceeds~~2018 ~~for the sale and leaseback transaction in Americas totaled $16 million, which were received during the second quarter of 2024~~onward. 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 nine months ended September 30Generally, ~~2023 include a $59 million gain related to a sale and leaseback transaction~~ for aour ~~warehouse~~remaining intax ~~Americas. Cash proceeds~~jurisdictions, ~~which~~years ~~were~~from ~~received~~2020 ~~during~~onward ~~the~~are ~~second~~still ~~quarter~~open ~~of 2023, related~~ to ~~this transaction totaled $66 million~~examination. Leaseback terms for this location include a 5-year initial term with one 5-year renewal 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.

Miscellaneous (income) expense for the three and nine months ended September 30, 2024 includes $11 million of transaction cost related to the sale of the OTR business. Miscellaneous (income) expense for the nine months ended September 30, 2024 also includes an $8 million loss related to the sale of receivables in Argentina. Miscellaneous (income) expense for the three and nine months ended September 30, 2023 includes non-indemnified costs for product liability claims related to products manufactured by a formerly consolidated joint venture entity totaling $4 million and $19 million, respectively. Miscellaneous (income) expense for the nine months ended September 30, 2023 also includes $11 million of income related to a favorable court decision setting aside a previous unfavorable verdict on intellectual property related legal claims, $5 million of income for the write-off of accumulated foreign currency translation related to our exited business in Russia and a $10 million loss related to the sale of a receivable in Argentina.

Other (Income) Expense 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.

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NOTE 57. ~~INCOME~~EARNINGS ~~TAXES~~PER SHARE

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 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

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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 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.

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						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
(In millions, except per share amounts)	~~2024~~2025			~~2023~~2024			~~2024~~			~~2023~~
Earnings (loss) per share — basic:
Goodyear net income (loss)	$	~~(34~~115	)	$	(8957	)	$	(6	)	$	~~(398~~	)
Weighted average shares outstanding		287			~~285~~286			~~286~~			~~285~~
Earnings (loss) per common share — basic	$	(0.1240	)	$	(0.3120	)	$	~~(0.02~~	)	$	~~(1.40~~	)
Earnings (loss) per share — diluted:
Goodyear net income (loss)	$	~~(34~~115	)	$	(8957	)	$	(6	)	$	~~(398~~	)
Weighted average shares outstanding		287			~~285~~286			~~286~~			~~285~~
Dilutive effect of stock options and other dilutive securities		—2			—			—			—
Weighted average shares outstanding — diluted		~~287~~289			~~285~~286			~~286~~			~~285~~
Earnings (loss) per common share — diluted	$	(0.1240	)	$	(0.3120	)	$	~~(0.02~~	)	$	~~(1.40~~	)

Weighted average shares outstanding — diluted for the three ~~and nine~~ months ended ~~September~~March 3031, 2025 and 2024 excludes ~~the dilutive effect of~~ approximately 13 million and 21 million equivalent shares, respectively, ~~and for both the three and nine months ended September 30, 2023 excludes the dilutive effect of approximately 2 million equivalent shares,~~ related ~~primarily~~ to options with exercise prices ~~less~~greater than the average market price of our common shares (i.e., "~~in-the-money~~underwater" 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 nine~~ months ended ~~September~~March 3031, 2024 excludes ~~approximately~~the 4dilutive ~~million~~effect ~~equivalent~~of ~~shares~~approximately ~~and~~2 1 million equivalent shares, ~~respectively,~~related ~~and,~~primarily ~~for~~to ~~both~~unvested ~~the~~restricted ~~three~~stock units and ~~nine months ended September 30, 2023, excludes approximately 2 million equivalent shares related to~~ options with exercise prices ~~greater~~less than the average market price of our common shares (i.e., "~~underwater~~in-the-money" options), as their inclusion would have been anti-dilutive due to the Goodyear net loss.

NOTE 8. BUSINESS SEGMENTS

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 Cost of Goods Sold ("CGS") (excluding asset write-offs 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, asset sales, goodwill and other asset impairment charges, and certain other items.

The chief operating decision maker ("CODM") is the Chief Executive Officer. The CODM uses segment operating income to allocate resources (including employees, property, and financial or capital resources) for each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a monthly basis for the profit measure when making decisions about allocating capital and personnel to the segments. The CODM also uses segment operating income or loss for evaluating product pricing and to assess the performance for each segment by comparing the results and return on assets of each segment with one another and in the compensation of certain employees.

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The following tables present segment sales, significant segment expenses and operating income, and the reconciliation of segment operating income to Income (Loss) before Income Taxes:


	Three Months Ended
	March 31, 2025
(In millions)	Americas			Europe, Middle East and Africa			Asia Pacific			Total
Net Sales	$	2,502		$	1,277		$	474		$	4,253
Less:
Cost of Goods Sold		2,023			1,082			368			3,473
Selling, Administrative and General Expense		331			203			62			596
Other (income)(1)		(7	)		(3	)		(1	)		(11	)
Segment Operating Income (Loss)	$	155		$	(5	)	$	45		$	195
Less:
Rationalizations (Note 4)											81
Interest expense											115
Other (income) expense (Note 5)											25
Net (gains) losses on asset sales											(262	)
Asset write-offs, accelerated depreciation and accelerated lease costs, net (Note 4)											46
Corporate incentive compensation plans											16
Retained expenses of divested operations											5
Other(2)											38
Income (Loss) before Income Taxes										$	131

(1)

Primarily represents royalty income attributable to the SBUs, including royalty income earned from the OTR sale.

(2)

Primarily represents unallocated corporate costs and the elimination of royalty income attributable to the SBUs.


	Three Months Ended
	March 31, 2024
(In millions)	Americas			Europe, Middle East and Africa			Asia Pacific		Total
Net Sales	$	2,588		$	1,347		$	602	$	4,537
Less:
Cost of Goods Sold		2,076			1,135			463		3,674
Selling, Administrative and General Expense		337			205			79		621
Other (income)(1)		(4	)		(1	)		—		(5	)
Segment Operating Income	$	179		$	8		$	60	$	247
Less:
Rationalizations (Note 4)										22
Interest expense										126
Other (income) expense (Note 5)										28
Net (gains) losses on asset sales										2
Asset write-offs, accelerated depreciation and accelerated lease costs, net (Note 4)										51
Corporate incentive compensation plans										20
Retained expenses of divested operations										5
Other(2)										45
Income (Loss) before Income Taxes									$	(52	)

(1)

Primarily represents royalty income attributable to the SBUs.

(2)

Primarily represents unallocated corporate costs and the elimination of royalty income attributable to the SBUs. Other also includes $28 million 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.

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~~NOTE~~The 7.following ~~BUSINESS~~table ~~SEGMENTS~~presents segment assets:

	Three Months Ended						Nine Months Ended
	March 31,			December 31,
	September 30,						September 30,
(In millions)	2025			2024
(In millions)	2024			2023			2024			2023
Assets
Sales:
Americas	$	11,724		$	11,406
Americas	$	2,858		$	3,120		$	8,143		$	8,926
Europe, Middle East and Africa		5,040			4,557
Europe, Middle East and Africa		1,348			1,374			3,974			4,207
Asia Pacific		2,349			2,610
Asia Pacific		618			648			1,814			1,817
Total Segment Assets		19,113			18,573
Net Sales	$	4,824		$	5,142		$	13,931		$	14,950
Corporate(1)		2,598			2,391
Segment Operating Income:
	$	21,711		$	20,964
Americas	$	251		$	258		$	671		$	440
Europe, Middle East and Africa		24			22			67			11
Asia Pacific		72			56			195			134
Total Segment Operating Income	$	347		$	336		$	933		$	585
Less:
Intangible Asset Impairment (Note 1)	$	125		$	—		$	125		$	—
Rationalizations (Note 3)		11			198			52			302
Interest expense		135			138			391			403
Other (income) expense (Note 4)		34			21			(8	)		82
Asset write-offs (recoveries), accelerated depreciation,and accelerated lease costs, net (Note 3)		25			8			119			21
Corporate incentive compensation plans		14			2			50			43
Retained expenses of divested operations		3			2			11			10
Other(1)		25			26			130			93
Income (Loss) before Income Taxes	$	(25	)	$	(59	)	$	63		$	(369	)

(1)

~~Other~~Corporate ~~for the three and nine months ended September 30, 2024~~ includes ~~$14~~substantially ~~million~~all ~~and $81 million, respectively,~~ of ~~costs~~our ~~related to the Goodyear Forward plan, primarily related to third-party advisory, legal and consulting fees and costs associated with planned asset sales~~U. ~~Other for the three and nine months ended September 30, 2023 includes $8 million related to the insurance deductible for the fire in Debica, Poland~~S. ~~Other~~net ~~for~~deferred ~~the~~tax ~~nine months ended September 30, 2023 also includes $14 million related to the insurance deductible for the tornado in Tupelo, Mississippi~~assets.

The following table presents geographic information. Net sales by country were determined based on the location of the selling subsidiary. Long-lived assets consist of property, plant and equipment. Management did not consider the net sales of any individual country outside the United States to be significant to the consolidated financial statements. For long-lived assets, only the United States and China were considered to be significant.


	Three Months Ended
	March 31,
(In millions)	2025		2024
Net Sales
United States	$	2,052	$	2,091
International		2,201		2,446
	$	4,253	$	4,537


	March 31,		December 31,
(In millions)	2025		2024
Long-Lived Assets
United States	$	3,839	$	3,688
China		664		676
Other international		3,626		3,718
	$	8,129	$	8,082

Rationalizations, as described in Note to the Consolidated Financial Statements No. 4, Costs Associated with Rationalization Programs; net (gains) losses on asset sales, as described in Note to the Consolidated Financial Statements No. 2, Divestitures; and asset write-offs, accelerated depreciation and accelerated leases costs were not charged (credited) to the SBUs for performance evaluation purposes but were attributable to the SBUs as follows:


	Three Months Ended
	March 31,
(In millions)	2025		2024
Rationalizations
Americas	$	62	$	5
Europe, Middle East and Africa		12		6
Asia Pacific		1		11
Total Segment Rationalizations	$	75	$	22
Corporate		6		—
	$	81	$	22


	Three Months Ended
	March 31,
(In millions)	2025			2024
Net (Gains) Losses on Asset Sales
Americas	$	(1	)	$	—
Europe, Middle East and Africa		(1	)		2
Total Segment (Gains) Losses on Asset Sales	$	(2	)	$	2
Corporate		(260	)		—
	$	(262	)	$	2

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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
	March 31,
(In millions)	2025		2024
Asset Write-Offs, Accelerated Depreciation, and Accelerated Lease Costs, net
Americas	$	28	$	8
Europe, Middle East and Africa		16		16
Asia Pacific		2		7
Total Segment Asset Write-Offs, Accelerated Depreciation, and Accelerated Lease Costs, net	$	46	$	31
Corporate		—		20
	$	46	$	51

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In millions)	2024			2023			2024			2023
Rationalizations:
Americas	$	5		$	4		$	20		$	12
Europe, Middle East and Africa		(2	)		139			8			227
Asia Pacific		1			20			14			23
Total Segment Rationalizations	$	4		$	163		$	42		$	262
Corporate		7			35			10			40
Total Rationalizations	$	11		$	198		$	52		$	302
Net (Gains) Losses on Asset Sales:
Americas	$	—		$	(6	)	$	(14	)	$	(68	)
Europe, Middle East and Africa		—			—			(80	)		—
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	$	1		$	3		$	11		$	18
Europe, Middle East and Africa		17			5			50			3
Asia Pacific		7			—			37			—
Total Segment Asset Write-offs (Recoveries), Accelerated Depreciation, and Accelerated Lease Costs, net	$	25		$	8		$	98		$	21
Corporate		—			—			21			—
Total Asset Write-offs (Recoveries), Accelerated Depreciation, and Accelerated Lease Costs, net	$	25		$	8		$	119		$	21

The following tables present segment capital expenditures and depreciation and amortization:

NOTE 8. FINANCING ARRANGEMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS


	Three Months Ended
	March 31,
(In millions)	2025		2024
Capital Expenditures
Americas	$	176	$	208
Europe, Middle East and Africa		59		71
Asia Pacific		21		32
Total Segment Capital Expenditures	$	256	$	311
Corporate		3		7
	$	259	$	318

At September 30, 2024, we had total credit arrangements of $11,496 million, of which $2,508 million were unused. At that date, approximately 33% of our debt was at variable interest rates averaging 6.71%.


	Three Months Ended
	March 31,
(In millions)	2025		2024
Depreciation and Amortization
Americas	$	163	$	163
Europe, Middle East and Africa		67		71
Asia Pacific		31		40
Total Segment Depreciation and Amortization	$	261	$	274
Corporate		9		10
	$	270	$	284

The following table presents segment equity in the net (income) loss of investees accounted for by the equity method:


	Three Months Ended
	March 31,
(In millions)	2025			2024
Equity in (Income) Loss
Americas	$	18		$	10
Asia Pacific		(3	)		(2	)
Total Segment Equity in (Income) Loss	$	15		$	8

NOTE 9. FINANCING ARRANGEMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS

At March 31, 2025, we had total credit arrangements of $10,537 million, of which $2,623 million were unused. At that date, approximately 33% of our debt was at variable interest rates averaging 6.65%.

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

At ~~September~~March 3031, ~~2024~~2025, we had short term committed and uncommitted credit arrangements totaling $~~916~~695 million, of which $~~291~~241 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:

	September 30,			December 31,
(In millions)	2024			2023
Chinese credit facilities	$	116		$	15
Other foreign and domestic debt		471			329
Notes Payable and Overdrafts	$	587		$	344
Weighted average interest rate		7.37	%		10.52	%
Chinese credit facilities	$	111		$	54
9.50% Notes due 2025		500			—
Other foreign and domestic debt (including finance leases)		402			395
Long Term Debt and Finance Leases due Within One Year	$	1,013		$	449
Weighted average interest rate		8.01	%		7.27	%
Total obligations due within one year	$	1,600		$	793

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The following table presents amounts due within one year:


	March 31,			December 31,
(In millions)	2025			2024
Chinese credit facilities	$	64		$	66
Other foreign and domestic debt		372			492
Notes Payable and Overdrafts	$	436		$	558
Weighted average interest rate		8.66	%		8.00	%

Chinese credit facilities	$	66		$	81
9.5% Notes due 2025		—			500
Other foreign and domestic debt (including finance leases)		234			251
Long Term Debt and Finance Leases due Within One Year	$	300		$	832
Weighted average interest rate		6.91	%		8.46	%
Total obligations due within one year	$	736		$	1,390

Long Term Debt and Finance Leases and Financing Arrangements

At ~~September~~March 3031, ~~2024~~2025, we had long term credit arrangements totaling $109,~~580~~842 million, of which $2,~~217~~382 million were unused.

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

	September 30, 2024						December 31, 2023
	March 31, 2025						December 31, 2024
				Interest						Interest
(In millions)	Amount			Rate			Amount			Rate
Notes:
9.5% due 2025	$	~~500~~—					$	~~801~~500
5% due 2026		900						900
4.875% due 2027		700						700
7.625% due 2027		~~125~~124						~~128~~124
7% due 2028		150						150
2.75% Euro Notes due 2028		~~448~~432						~~442~~416
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		1,~~140~~430			65.0960	%		~~385~~700			65.7186	%
European revolving credit facility due 2028		~~537~~194			4.9403	%		—			—
Pan-European accounts receivable facility		~~231~~130			54.5448	%		~~244~~227			64.1183	%
Mexican credit facility		200			76.3782	%		84200			7.5736	%
Chinese credit facilities		~~189~~165			2.8387	%		~~174~~147			32.9450	%
Other foreign and domestic debt(1)		~~638~~491			68.9019	%		~~591~~480			7.4439	%
		8,208						7,049
		7,366						6,994
Unamortized deferred financing fees		(3426	)					(3731	)
		8,174						7,012
		7,340						6,963
Finance lease obligations(2)		~~267~~262						~~268~~261
		8,441						7,280
		7,602						7,224
Less portion due within one year		(~~1,013~~300	)					(~~449~~832	)
	$	7,~~428~~302					$	6,~~831~~392

(1)

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

(2)

Includes $21 million of non-cash financing additions during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, and $172 million of non-cash financing additions during the twelve months ended December 31, ~~2023~~2024.

NOTES

At ~~September~~March 3031, ~~2024~~2025, we had $54,~~273~~756 million of outstanding notes, compared to $5,~~571~~240 million at December 31, ~~2023~~2024.

On ~~August~~February 719, ~~2024 (the “Redemption Date”)~~2025, we redeemed our remaining $~~300~~500 million ~~in aggregate principal amount of our outstanding~~ 9.5% ~~Senior~~senior ~~Notes~~notes due 2025. ~~The~~at a redemption price ~~was~~ equal to 100% of the principal amount ~~of the notes being~~ redeemed plus accrued and unpaid interest ~~thereon to the Redemption Date~~.

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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 may decrease below $2.75 billion. As of March 31, 2025, our borrowing base, and therefore our availability, under this facility was $47 million below the facility's stated amount of $2.75 billion.

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may decrease below $2.75 billion. As of 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 ~~September~~March 3031, ~~2024~~2025, we had $1,~~140~~430 million of borrowings and $1 million of letters of credit issued under the revolving credit facility. At December 31, ~~2023~~2024, we had $~~385~~700 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 ~~September~~March 3031, ~~2024~~2025, there were $~~201~~194 million (€180 million) of borrowings outstanding under the German tranche, ~~$336~~no ~~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~~2024, 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”).

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 was €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, 2025.

At ~~September~~March 3031, ~~2024~~2025, the amounts available and utilized under this program totaled $~~231~~130 million (€~~207~~120 million). At December 31, ~~2023~~2024, the amounts available and utilized under this program totaled $~~244~~227 million (€~~221~~218 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. 1615, Financing Arrangements and Derivative Financial Instruments, in our ~~2023~~2024 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 ~~September~~March 3031, ~~2024~~2025, the gross amount of receivables sold was $~~631~~771 million, compared to $~~693~~773 million at December 31, ~~2023~~2024.

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 $~~852~~825 million and $~~892~~775 million at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively. The amounts confirmed to the financial institutions were $~~606~~682 million and $~~580~~604 million at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, 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 ~~September~~March 3031, ~~2024,~~2025 ~~the amounts available~~ and ~~utilized under this facility were $200 million. At~~ December 31, ~~2023~~2024, 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:

	September 30,		December 31,
	March 31,		December 31,
(In millions)	~~2024~~2025		~~2023~~2024
Total available	$	~~828~~849	$	~~937~~817
Amounts utilized:
Notes Payable and Overdrafts	$	~~116~~64	$	1566
Long Term Debt due Within One Year		~~111~~66		5481
Long Term Debt		7899		~~120~~66
Letters of credit, bank acceptances and other utilization		~~182~~102		91104
Total utilized	$	~~487~~331	$	~~280~~317
Maturities	104/2425-8/28		21/2425-8/28

Certain of these facilities can only be used to finance the expansion of our manufacturing facilities in China and the unused ~~amounts~~amount available under these facilities ~~were~~was $3231 million ~~and $93 million~~ at ~~September~~both 30March 31, ~~2024~~2025 and December 31, ~~2023, respectively~~2024.

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:

	September 30,			December 31,
	March 31,			December 31,
(In millions)	~~2024~~2025			~~2023~~2024
Fair Values — Current asset (liability):
Accounts receivable	$	412		$	228
Other current liabilities		(2022	)		(273	)

At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, these outstanding foreign currency derivatives had notional amounts of $1,~~710~~951 million and $1,~~930~~779 million, respectively, and were primarily related to intercompany loans. Other (Income) Expense included net transaction losses on derivatives of $3515 million for three months ended ~~September~~March 3031, ~~2024~~2025 and net transaction gains of $1135 million for the ~~nine~~three months ended ~~September~~March 3031, 2024. ~~Other (Income) Expense included net transaction gains on derivatives of $26 million and $30 million for the three and nine months ended 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~~At ~~following~~March ~~table~~31, ~~presents~~2025 ~~fair~~and ~~values~~December ~~for~~31, 2024, we did not have any open foreign currency hedge contracts that meet the criteria to be accounted for as cash flow hedging instruments:.

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

As of September 30, 2024, no such foreign currency derivatives were outstanding. At December 31, 2023, the outstanding foreign currency derivatives had notional amounts of $27 million and primarily related to U.S. dollar denominated intercompany transactions.

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.

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
	March 31,
(In millions)	2025		2024
Amount of gains (losses) deferred to Accumulated Other Comprehensive Loss ("AOCL")	$	—	$	—
Reclassification adjustment for amounts recognized in CGS		—		1

No net deferred losses at March 31, 2025 are expected to be reclassified to earnings within the next twelve months.

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~~The~~to ~~following~~these ~~table~~counterparties ~~presents~~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 ~~classification~~financial strength of ~~changes~~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 ~~fair~~this ~~values~~manner, we believe that we effectively manage the risk of ~~foreign~~loss ~~currency~~due ~~contracts~~to ~~that~~nonperformance ~~meet~~by a counterparty. However, the ~~criteria~~inability of a counterparty to befulfill ~~accounted~~its ~~for~~contractual asobligations ~~cash~~to ~~flow~~us ~~hedging~~could ~~instruments~~have ~~(before~~a ~~tax~~material ~~and~~adverse ~~minority):~~effect on our liquidity, financial position or results of operations in the period in which it occurs.

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

NOTE 10. FAIR VALUE MEASUREMENTS

NoThe ~~net~~following ~~deferred~~table ~~losses~~presents information about assets and liabilities recorded at ~~September~~fair ~~30,~~value ~~2024~~on ~~are~~the ~~expected~~Consolidated toBalance beSheets ~~reclassified~~at toMarch ~~earnings~~31, ~~within~~2025 ~~the~~and ~~next~~December ~~twelve~~31, ~~months.~~2024:

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.


	Total Carrying Value in the Consolidated Balance Sheets				Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
(In millions)	2025		2024		2025		2024		2025		2024		2025		2024
Assets:
Investments	$	16	$	16	$	16	$	16	$	—	$	—	$	—	$	—
Foreign Exchange Contracts		12		28		—		—		12		28		—		—
Total Assets at Fair Value	$	28	$	44	$	16	$	16	$	12	$	28	$	—	$	—

Liabilities:
Foreign Exchange Contracts	$	22	$	3	$	—	$	—	$	22	$	3	$	—	$	—
Total Liabilities at Fair Value	$	22	$	3	$	—	$	—	$	22	$	3	$	—	$	—

~~NOTE~~The 9.following ~~FAIR~~table ~~VALUE~~presents ~~MEASUREMENTS~~supplemental fair value information about long term fixed rate and variable rate debt, excluding finance leases, at March 31, 2025 and December 31, 2024:

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


	March 31,		December 31,
(In millions)	2025		2024
Fixed Rate Debt:(1)
Carrying amount — liability	$	4,892	$	5,367
Fair value — liability		4,670		5,076

Variable Rate Debt:(1)
Carrying amount — liability	$	2,448	$	1,600
Fair value — liability		2,408		1,590

(1)

	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	$	16	$	19	$	16	$	19	$	—	$	—	$	—	$	—
Foreign Exchange Contracts		4		2		—		—		4		2		—		—
Total Assets at Fair Value	$	20	$	21	$	16	$	19	$	4	$	2	$	—	$	—
Liabilities:
Foreign Exchange Contracts	$	20	$	29	$	—	$	—	$	20	$	29	$	—	$	—
Total Liabilities at Fair Value	$	20	$	29	$	—	$	—	$	20	$	29	$	—	$	—

Excludes Notes Payable and Overdrafts of $436 million and $558 million at March 31, 2025 and December 31, 2024, respectively, of which $201 million and $241 million, respectively, are at fixed rates and $235 million and $317 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.

~~The~~Long ~~following~~term ~~table~~debt ~~presents~~with ~~supplemental~~ fair ~~value~~values ~~information~~of ~~about~~$4,507 ~~long~~million ~~term~~and ~~fixed~~$4,921 ~~rate~~million at March 31, 2025 and ~~variable~~December ~~rate~~31, ~~debt~~2024, ~~excluding~~respectively, ~~finance~~were ~~leases,~~estimated atusing ~~September~~quoted ~~30,~~Level ~~2024~~1 ~~and~~market ~~December~~prices. ~~31,~~The ~~2023:~~carrying value of the remaining debt was based upon internal estimates of fair value derived from market prices for similar debt.

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

Excludes Notes Payable and Overdrafts of $587 million and $344 million at September 30, 2024 and December 31, 2023, respectively, of which $327 million and $111 million, respectively, are at fixed rates and $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.

Long 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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NOTE 1011. 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						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
(In millions)	~~2024~~2025			~~2023~~2024			~~2024~~			~~2023~~
Service cost	$	21		$	2		$	6		$	6
Interest cost		4441			4744			~~131~~			~~148~~
Expected return on plan assets		(5251	)		(5752	)		~~(156~~	)		~~(175~~	)
Amortization of net losses		24			2524			72			74
Net periodic pension cost	$	1815		$	1718		$	53		$	53
Net curtailments/settlements/termination benefits		—8			—(5	)		(5	)		33
Total defined benefit pension cost	$	1823		$	1713		$	48		$	86

	Non-U.S.						~~Non-U.S.~~
	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
(In millions)	~~2024~~2025			~~2023~~2024			~~2024~~			~~2023~~
Service cost	$	54		$	5		$	14		$	14
Interest cost		2624			27			79			81
Expected return on plan assets		(2322	)		(23	)		~~(68~~	)		~~(69~~	)
Amortization of prior service cost		—			—			1			1
Amortization of net losses		5			5
Amortization of net losses		5			3			15			12
Net periodic pension cost	$	11		$	14
Net periodic pension cost	$	13		$	12		$	41		$	39
Net curtailments/settlements/termination benefits		1			—
Net curtailments/settlements/termination benefits		—			4			—			7
Total defined benefit pension cost	$	12		$	14
Total defined benefit pension cost	$	13		$	16		$	41		$	46

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 ~~nine~~quarter ~~months~~ of ~~2024~~2025, a pension settlement ~~credit~~charge of $54 million was recorded in Other (Income) Expense. The settlement ~~credit~~charge resulted from atotal ~~premium~~lump ~~refund~~sum ~~related~~payments toexceeding annual service and interest cost of the ~~purchase~~applicable plan. In addition, pension termination benefits charges of a$4 ~~group~~million ~~annuity~~and ~~contract~~$1 ~~for~~million were recorded related to the ~~Cooper~~exit ~~Tire~~of ~~U.S.~~employees ~~Salaried~~under ~~defined~~an ~~benefit~~approved ~~pension~~rationalization plan ~~described~~and ~~below.~~the sale of the OTR tire business, respectively.

~~During~~In the ~~second~~first quarter of ~~2023~~2024, wea ~~settled~~pension ~~all~~settlement ~~plan~~credit ~~benefits~~ of ~~the~~$5 ~~Cooper~~million ~~Tire~~was ~~U.S.~~recorded ~~Salaried~~in ~~defined~~Other ~~benefit~~(Income) ~~pension~~Expense. ~~plan,~~The ~~with~~settlement ~~lump~~credit ~~sum~~resulted ~~payments~~from toa ~~electing~~premium ~~participants~~refund ~~and~~related to the purchase of a group annuity contract. ~~During~~for the ~~second~~Cooper ~~quarter~~Tire ofU.S. ~~2023,~~salaried ~~we also settled all plan benefits of the Ireland~~ defined benefit pension plan. ~~In the first nine months of 2023, pension settlement charges of $36 million were recorded~~ in ~~Other (Income) Expense in conjunction with the termination of these plans~~2023.

InWe ~~the~~also ~~third~~provide ~~quarter~~certain ofU.S. ~~2023,~~employees weand ~~recorded~~employees ~~settlement~~at ~~charges~~certain ofnon-U.S. $4subsidiaries ~~million~~with inhealth ~~Other~~care ~~(Income)~~benefits ~~Expense~~or ~~resulting~~life ~~from~~insurance ~~total~~benefits ~~lump~~upon ~~sum~~retirement. ~~payments~~There ~~exceeding~~was ~~annual~~no ~~service~~net other postretirement benefits expense for the three months ended March 31, 2025 and ~~interest~~there ~~cost~~was $2 million for ~~certain~~the ~~non-U.S.~~three ~~defined~~months ~~benefit~~ended ~~pension~~March ~~plans~~31, 2024.

We ~~also~~expect ~~provide~~to ~~certain~~contribute ~~U.S.~~$25 ~~employees~~million ~~and~~to ~~employees~~$50 atmillion ~~certain~~to our funded non-U.S. ~~subsidiaries~~pension ~~with~~plans ~~health~~in ~~care benefits or life insurance benefits upon retirement~~2025. ~~Other~~For ~~postretirement benefits expense for~~ the three months ended ~~September~~March 3031, ~~2024 and 2023 was $1 million and $2 million~~2025, ~~respectively,~~we ~~and~~contributed ~~for the nine months ended September 30, 2024 and 2023 was~~ $56 million ~~and~~to $6our ~~million,~~non-U.S. ~~respectively~~plans.

~~During~~The ~~the~~expense ~~third~~recognized ~~quarter~~for ofour ~~2024,~~contributions ~~we approved changes~~ to ~~one~~defined ofcontribution ~~our~~savings ~~U.S.~~plans ~~other~~for ~~postretirement~~the ~~benefit~~three ~~plans,~~months ~~effective~~ended ~~January~~March 131, 2025, ~~which~~and ~~resulted~~2024 inwas a $2432 million ~~reduction~~and of$37 ~~our~~million, Urespectively.~~S. other postretirement benefit obligation.~~

WeNOTE ~~expect to contribute $25 million to $35 million to our funded non-U~~12.S. ~~pension~~STOCK ~~plans~~COMPENSATION ~~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.~~PLANS

~~The~~Our ~~expense~~Board ~~recognized~~of ~~for~~Directors ~~our~~granted ~~contributions~~1.6 tomillion ~~defined~~restricted ~~contribution~~stock ~~savings~~units ~~plans~~and ~~for~~1.0 million performance share units during the three months ended ~~September~~March 3031, ~~2024~~2025 ~~and~~under ~~2023~~our ~~was~~stock ~~$34~~compensation ~~million~~plans. ~~and~~We ~~$33~~measure ~~million,~~the ~~respectively,~~fair value of grants of restricted stock units and ~~for~~performance share units based primarily on the ~~nine~~closing ~~months~~market ~~ended~~price ~~September~~of 30a share of our common stock on the date of the grant, ~~2024~~modified ~~and~~as ~~2023~~appropriate to take into account the features of such grants. The weighted average fair value per share was $~~104~~9.75 ~~million~~for restricted stock units and $~~100~~9.29 ~~million~~for performance share units granted during the three months ended March 31, ~~respectively~~2025.

We recognized stock-based compensation expense of $6 million and $3 million during the three months ended March 31, 2025 and 2024, respectively. At March 31, 2025, unearned compensation cost related to the unvested portion of all stock-based awards

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~~NOTE~~was ~~11.~~approximately ~~STOCK~~$36 ~~COMPENSATION~~million ~~PLANS~~and is expected to be recognized over the remaining vesting period of the respective grants, through the first quarter of 2028.

~~Our~~NOTE ~~Board of Directors granted 2~~13.1 ~~million~~COMMITMENTS ~~restricted~~AND ~~stock~~CONTINGENT units and 1.2 million performance share units during the nine months ended 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 $12.14 for restricted stock units and $11.43 for performance share units granted during the nine months ended September 30, 2024. LIABILITIES

We recognized stock-based compensation expense of $6 million and $15 million during the three and nine months ended September 30, 2024, respectively. At September 30, 2024, unearned compensation cost related to the unvested portion of all stock-based awards was approximately $27 million and is expected to be recognized over the remaining vesting period of the respective grants, through the third quarter of 2027. We recognized stock-based compensation expense of $3 million and $19 million during the three and nine months ended September 30, 2023, respectively.

NOTE 12. COMMITMENTS AND CONTINGENT LIABILITIES

Environmental Matters

We have recorded liabilities totaling $8378 million and $8081 million at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, 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, $2522 million and $2724 million were included in Other Current Liabilities at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, 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 $~~172~~160 million and $~~167~~158 million for anticipated costs related to workers’ compensation at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively. Of these amounts, $3332 million and $3731 million were included in Current Liabilities as part of Compensation and Benefits at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, 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 ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the liability was discounted using a risk-free rate of return. At ~~September~~March 3031, ~~2024~~2025, we estimate that it is reasonably possible that the liability could exceed our recorded amounts by approximately $2025 million.

General and Product Liability and Other Litigation

We have recorded liabilities for both asserted and unasserted claims totaling $~~416~~402 million and $~~438~~406 million, including related legal fees expected to be incurred, for potential product liability and other tort claims, including asbestos claims, at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively. Of these amounts, $72 million and $4660 million were included in Other Current Liabilities at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, 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 ~~September~~March 3031, ~~2024~~2025, 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~~Accounts ~~Assets~~Receivable of $34 million ~~for~~and ~~Sumitomo~~within ~~Rubber~~Other ~~Industries,~~Assets ~~Ltd.~~of $2 million for SRI'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.

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 163,800 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 $593 million through March 31, 2025 and $589 million through December 31, 2024.

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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 160,850 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 $591 million through 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.

	Nine Months Ended			Year Ended
	Three Months Ended			Year Ended
(Dollars in millions)	~~September~~March 3031, ~~2024~~2025			December 31, ~~2023~~2024
Pending claims, beginning of period		35,~~800~~400			3735,~~200~~800
New claims filed		~~650~~200			900
Claims settled/dismissed		(~~950~~2,600	)		(21,300	)
Pending claims, end of period		3533,~~500~~000			35,~~800~~400
Payments(1)	$	93		$	1514

(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 $~~122~~116 million and $~~120~~115 million at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, 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 $6564 million and $6663 million at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, 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, $1011 million were included in Current Assets as part of Accounts Receivable at both ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024. 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~~2024, 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 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.

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~~and~~unfavorable ~~the~~judicial ~~estimates~~or ~~are~~administrative ~~revised,~~decisions ifcould ~~necessary~~occur which we did not anticipate. ~~Based~~Such onan ~~currently~~unfavorable ~~available~~decision ~~information~~could include monetary damages, ~~management~~fines ~~believes~~or ~~that~~other ~~the~~penalties ~~ultimate~~or ~~outcome~~an ofinjunction ~~these~~prohibiting ~~matters,~~us ~~individually~~from ~~and~~taking incertain ~~the~~actions ~~aggregate~~or selling certain products. If such an unfavorable decision were to occur, ~~will~~it ~~not~~could ~~have~~result in a material adverse ~~effect~~impact on our financial position orand ~~overall~~results ~~trends~~of operations in ~~results~~the ofperiod ~~operations~~in which the decision occurs or in future periods.

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 $3229 million ~~and $31 million~~ at ~~September~~both 30March 31, ~~2024~~2025 and December 31, ~~2023, respectively~~2024. We issue guarantees to financial institutions or other entities on behalf of certain of our affiliates, lessors or customers. We generally do not receive a separate premium as consideration for, and 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 ~~September~~March 3031, ~~2024~~2025, this guarantee amount has been reduced to $1815 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~~LLC ~~the first quarter~~ of ~~2024,~~up ~~the revolving loan commitment increased from $100 million~~ to $130 million. At ~~September~~March 3031, ~~2024~~2025, $~~124~~125 million was drawn on this commitment, which includes $2 million of interest. At December 31, ~~2023~~2024, $96119 million was drawn on this commitment, which includes $2 million of interest.

NOTE 14. 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 three months of 2025, we did not repurchase any shares from employees.

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NOTE 1315. ~~CAPITAL~~ACCUMULATED ~~STOCK~~OTHER COMPREHENSIVE LOSS

~~Common~~The ~~Stock~~following ~~Repurchases~~tables present changes in AOCL, by component, for the three months ended March 31, 2025 and 2024, after tax and minority interest.

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 nine months of 2024, we did not repurchase any shares from employees.



(In millions) Income (Loss)	Foreign Currency Translation Adjustment			Unrealized Gains (Losses) from Securities		Unrecognized Net Actuarial Losses and Prior Service Costs			Deferred Derivative Gains (Losses)		Total
Balance at December 31, 2024	$	(1,705	)	$	1	$	(2,140	)	$	—	$	(3,844	)
Other comprehensive income (loss) before reclassifications		16			—		10			—		26
Amounts reclassified from accumulated other comprehensive loss		10			—		21			—		31
Balance at March 31, 2025	$	(1,679	)	$	1	$	(2,109	)	$	—	$	(3,787	)

NOTE 14. ACCUMULATED OTHER COMPREHENSIVE LOSS



(In millions) Income (Loss)	Foreign Currency Translation Adjustment			Unrealized Gains (Losses) from Securities		Unrecognized Net Actuarial Losses and Prior Service Costs			Deferred Derivative Gains (Losses)		Total
Balance at December 31, 2023	$	(1,613	)	$	1	$	(2,224	)	$	1	$	(3,835	)
Other comprehensive income (loss) before reclassifications		(6	)		—		4			—		(2	)
Amounts reclassified from accumulated other comprehensive loss		—			—		17			1		18
Balance at March 31, 2024	$	(1,619	)	$	1	$	(2,203	)	$	2	$	(3,819	)

The following tables present changes in AOCL, by component, for the nine months ended 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		(24	)		—		28			—		4
Amounts reclassified from accumulated other comprehensive loss		—			—		58			1		59
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		(12	)		—		4			(4	)		(12	)
Amounts reclassified from accumulated other comprehensive loss		—			—		92			1			93
Balance at September 30, 2023	$	(1,675	)	$	1	$	(2,119	)	$	(1	)	$	(3,794	)

The following table presents reclassifications out of AOCL:

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2024			2023			2024			2023
	2025			2024
(In millions) (Income) Expense	Amount Reclassified						~~Amount~~Affected ~~Reclassified~~Line Item in the Consolidated						~~Affected Line Item in the Consolidated~~
Component of AOCL	from AOCL						~~from~~Statements ~~AOCL~~of Operations						~~Statements of Operations~~
Amortization of prior service cost and unrecognized gains and losses	$	28		$	26		$	82		$	80		Other (Income) Expense
Foreign currency translation adjustment, before tax	$	10		$	—		Net (Gain) Loss on Asset Sales
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures		—			5			(5	)		41		Other (Income) Expense / Rationalizations
Tax effect		—			—		United States and Foreign Taxes
Unrecognized net actuarial losses and prior service costs, before tax		28			31			77			121
Net of tax	$	10		$	—		Goodyear Net Income (Loss)
Tax effect		(7	)		(7	)		(19	)		(28	)	United States and Foreign Taxes
Amortization of prior service cost and unrecognized gains and losses	$	25		$	28		Other (Income) Expense
Minority interest		—			(1	)		—			(1	)	Minority Shareholders' Net Income
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures		2			(5	)	Other (Income) Expense / Rationalizations / Net (Gain) Loss on Asset Sales
Net of tax	$	21		$	23		$	58		$	92		Goodyear Net Income (Loss)
Unrecognized net actuarial losses and prior service costs, before tax		27			23
Deferred derivative (gains) losses, before tax	$	—		$	1		$	1		$	1		Cost of Goods Sold
Tax effect		(6	)		(6	)	United States and Foreign Taxes
Tax effect		—			—			—			—		United States and Foreign Taxes
Net of tax	$	21		$	17		Goodyear Net Income (Loss)
Net of tax	$	—		$	1		$	1		$	1		Goodyear Net Income (Loss)
Deferred derivative (gains) losses, before tax	$	—		$	1		Cost of Goods Sold
Total reclassifications	$	21		$	24		$	59		$	93		Goodyear Net Income (Loss)
Tax effect		—			—		United States and Foreign Taxes
Net of tax	$	—		$	1		Goodyear Net Income (Loss)
Total reclassifications	$	31		$	18		Goodyear Net Income (Loss)

Table of Contents

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

	Three Months Ended					~~Nine Months Ended~~
	September 30,					September 30,
	March 31,
(In millions)	~~2024~~2025		~~2023~~2024			~~2024~~			~~2023~~
Net Income (Loss) Attributable to Minority Shareholders	$	—3	$	5(1	)	$	(6	)	$	7
Other Comprehensive Income (Loss):
Foreign currency translation		83		(3	)		4			(1	)
Other Comprehensive Income (Loss)	$	83	$	(3	)	$	4		$	(1	)
Comprehensive Income (Loss) Attributable to Minority Shareholders	$	86	$	2(4	)	$	(2	)	$	6

Table of ~~contents~~Contents

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 5453 manufacturing facilities in 2120 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~~consisted 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 global 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, resulting in an expected annual run-rate benefit of approximately $200 million by the end of 2025. Our plans for margin expansion also include a reduction of our cost structure by approximately $1.23 billion by the end of 2025, 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 nine~~ months ended ~~September~~March 3031, ~~2024~~2025, the Goodyear Forward plan provided $~~123~~200 million ~~and $285 million, respectively,~~ in benefits to segment operating income.

On ~~July~~January 227, ~~2024~~2025, we ~~signed~~entered into a ~~definitive~~Purchase ~~agreement~~Agreement, todated ~~sell~~as ~~our~~of ~~OTR~~January ~~tire~~7, ~~business~~2025 to(the ~~The~~"Dunlop ~~Yokohama~~Purchase Agreement"), with Sumitomo Rubber ~~Company~~Industries, ~~Limited~~Ltd. ("~~Yokohama~~SRI") relating to the sale of our rights to the Dunlop brand in Europe, North America and Oceania for consumer, commercial and other specialty tires, together with certain associated intellectual property and other intangible assets, for a purchase price of $~~905~~526 million. SRI will also pay us an up-front transition support fee of $105 million for our support in ~~cash~~transitioning the Dunlop brand, ~~subject~~related intellectual property and Dunlop customers to ~~certain~~SRI. ~~adjustments~~SRI will also acquire our existing Dunlop tire inventory. ~~Pursuant~~The toDunlop Purchase Agreement also contemplates entering into a ~~product~~number ~~supply~~of ancillary agreements, including (a) a transition license agreement, pursuant to bewhich ~~entered~~we ~~into~~will ~~with~~continue ~~Yokohama~~to manufacture, sell and distribute Dunlop-branded consumer tires in ~~connection~~Europe ~~with~~from the closing of the transaction until December 31, 2025, and during which we will ~~manufacture~~pay ~~certain~~SRI ~~OTR~~a ~~tires~~royalty ~~for~~on ~~Yokohama~~such atDunlop ~~some~~sales ofbut ~~our~~will ~~manufacturing~~otherwise ~~facilities~~retain ~~for~~all anprofits ~~initial~~therefrom; (b) a transition offtake agreement, pursuant to which we will sell to SRI certain Dunlop-branded consumer tire products for a period of up to five years, commencing after ~~the~~termination ~~closing~~or expiration of the ~~transaction.~~transition ~~The~~license ~~transaction~~agreement; isand (c) we will license back the Dunlop brand from SRI for commercial tires in Europe on a long-term basis, subject to ~~regulatory~~a ~~approvals~~royalty ~~and~~on ~~other~~sales. ~~customary~~On ~~closing~~May ~~conditions~~7, 2025, we completed the sale of the Dunlop brand and ~~consultations~~related transactions and isreceived ~~expected~~gross tocash ~~close~~proceeds inof ~~early~~$735 ~~2025~~million.

~~Our~~On February 3, 2025, we completed the sale of our OTR tire ~~manufacturing~~business ~~facility~~to inThe ~~Debica~~Yokohama Rubber Company, ~~Poland~~Limited (“~~Debica~~Yokohama”) ~~continues~~pursuant to ~~recover~~the ~~from~~terms aof ~~fire~~the inShare and Asset Purchase Agreement, dated as of July 22, 2024 (the ~~third~~“OTR ~~quarter~~Purchase Agreement”). Yokohama acquired our OTR tire business for a purchase price of ~~2023~~$905 ~~and~~million ~~achieved~~in ~~full~~cash, ~~ramp-up~~subject to certain adjustments set forth in the ~~third~~OTR ~~quarter~~Purchase ~~of 2024~~Agreement. ~~During~~In conjunction with the ~~nine~~sale ~~months~~of ~~ended~~the ~~September~~OTR ~~30,~~tire ~~2024~~business, we ~~received~~entered into several ancillary agreements, including a ~~benefit~~trademark license agreement, whereby we license certain trademarks to Yokohama for an initial period of ~~$26~~ten ~~million~~years ~~($17~~from ~~million~~the ~~after-tax~~date of the sale, and ~~minority)~~a ~~from~~product ~~insurance~~supply ~~recoveries~~agreement, ~~net~~pursuant to which we will supply to Yokohama certain OTR tires for an initial period of ~~fixed~~up ~~costs~~to ~~incurred~~five ~~during~~years, subject to the ~~ramp-up~~terms and conditions set forth therein, including an exit and asset relocation plan to be mutually agreed upon by the parties pursuant to which, beginning no earlier than the second anniversary of closing of the ~~facility~~transaction, the production of those OTR tires will transition to Yokohama’s facilities. The cash received of $905 million included $185 million for deferred amounts related to the trademark license and product supply agreements that are presented in operating activities and $720 million for proceeds that are presented in investing activities on our Consolidated Statements of Cash Flows.

~~Our~~During ~~results for~~ the ~~third~~first quarter of ~~2024~~2025, ~~include~~we areached ~~6.2%~~an ~~decrease~~agreement inwith ~~tire~~the ~~unit~~United ~~shipments~~Steelworkers ~~compared~~and toapproved ~~2023~~a ~~due~~rationalization plan to ~~lower~~eliminate ~~global~~our ~~replacement~~production ~~tire~~of ~~volume~~commercial tires in our Danville, ~~partially~~Virginia ~~offset~~tire bymanufacturing ~~growth~~facility ("Danville") in OEorder to reduce our production cost per tire in Americas. InThe ~~the~~plan ~~third~~includes ~~quarter~~approximately of850 ~~2024~~job reductions, weincluding ~~experienced~~associates ~~approximately~~and ~~$53~~contracted ~~million~~positions. ofDanville ~~inflationary~~will ~~cost~~continue ~~pressures~~to produce aviation tires and conduct mixing operations. We expect to substantially complete this rationalization plan by the end of 2025.

Net sales in the third quarter of 2024 were $4,824 million, compared to $5,142 million in the third quarter of 2023. Net sales decreased in 2024 primarily due to lower global tire volume, the negative impact of changes in foreign exchange rates globally, driven by the strengthening of the U.S. dollar, and declines in price and product mix in Americas. These decreases were partially offset by higher sales in other tire-related businesses, primarily due to higher third-party chemical sales in Americas and Fleet Solutions in EMEA, and recovery of sales lost during the third quarter of 2023 due to a storm at our tire manufacturing facility in Tupelo, Mississippi ("Tupelo").

In the third quarter of 2024, Goodyear net loss was $34 million, or $0.12 per share, compared to Goodyear net loss of $89 million, or $0.31 per share, in the third quarter of 2023. The change in Goodyear net loss was primarily due to lower rationalizations and higher segment operating income, partially offset by an intangible asset impairment in the third quarter of 2024.

Total 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.

Table of ~~contents~~Contents

~~Net~~Our ~~sales~~results infor the first ~~nine~~quarter ~~months~~ of ~~2024~~2025 ~~were~~include ~~$13,931~~a ~~million,~~4.8% ~~compared~~decrease ~~to $14,950 million~~ in ~~the~~tire ~~first~~unit ~~nine~~shipments ~~months~~compared ofto ~~2023. Net sales decreased in~~ 2024 ~~primarily~~ due to lower ~~tire~~global ~~volume in Americas and EMEA, partially offset by higher~~ tire volume ~~in Asia Pacific, global declines in price and product mix and the negative impact of changes in foreign exchange rates globally, driven by the strengthening of the U~~.S. ~~dollar.~~In ~~These decreases were partially offset by sales lost during~~ the first ~~nine~~quarter ~~months~~ of ~~2023 due to the Tupelo storm and higher sales in other tire-related businesses~~2025, ~~primarily~~we ~~due~~experienced toapproximately ~~Fleet~~$55 ~~Solutions~~million inof ~~EMEA~~inflationary ~~and~~cost ~~higher third-party chemical sales in Americas~~pressures.

InNet sales in the first ~~nine~~three months of ~~2024,~~2025 ~~Goodyear~~were ~~net loss was~~ $64,253 million, ~~or $0.02 per share,~~ compared to ~~Goodyear net loss of~~ $~~398~~4,537 million, ~~or $1.40 per share,~~ in the first ~~nine~~three months of ~~2023~~2024. ~~The~~Net ~~change~~sales decreased in ~~Goodyear~~2025 ~~net loss was~~ primarily due to ~~higher segment operating income,~~ lower ~~rationalization~~global ~~charges~~tire ~~and higher other income~~volume, ~~primarily~~the ~~due~~impact toof ~~lower~~changes ~~pension~~in ~~expense~~foreign ~~and~~exchange ~~higher~~rates ~~net~~globally, ~~gains~~driven ~~on asset sales. These decreases were partially offset~~ by execution costs related to Goodyear Forward, including accelerated depreciation and accelerated lease costs related to announced facility closures and third-party consulting costs, an intangible asset impairment in the ~~third~~strengthening ~~quarter~~ of ~~2024,~~the ~~and higher~~ U.S. dollar, and ~~Foreign~~the ~~Tax~~impact ~~Expense~~of asthe asale ~~result~~ of ~~improved~~the ~~operating~~OTR ~~results.~~tire ~~Additionally~~business, ~~our~~primarily ~~results~~ in ~~the~~Asia ~~first~~Pacific. ~~nine~~These ~~months~~decreases ofwere ~~2023~~partially ~~included~~offset ~~the~~by ~~impact~~favorable ofprice ~~the~~and ~~Tupelo~~product ~~storm~~mix ~~that~~and ~~negatively~~higher ~~impacted~~sales ~~earnings~~in byother ~~$69~~tire-related ~~million~~businesses, ~~($56~~primarily ~~million~~due ~~after~~to higher third-~~tax~~party ~~and~~chemical ~~minority)~~sales in Americas.

~~Total~~In ~~segment operating income for~~ the first ~~nine~~three months of ~~2024~~2025, ~~was~~Goodyear ~~$933~~net ~~million,~~income ~~compared~~was to $~~585~~115 million, inor ~~the first nine months of 2023~~$0.40 ~~The~~per ~~$348~~share, ~~million~~compared ~~increase was primarily due~~ to ~~lower raw material costs of $402 million, benefits from the~~ Goodyear ~~Forward~~net ~~plan~~loss of $~~285~~57 million, ~~lower~~or ~~transportation costs of~~ $670.20 ~~million~~per share, ~~$55~~in ~~million related to~~ the ~~2023~~first ~~negative~~three ~~impact~~months of ~~the~~2024. ~~Tupelo~~The ~~storm,~~change ain ~~benefit~~Goodyear ~~from~~net ~~insurance~~income ~~recoveries~~was ~~related~~primarily due to ~~the~~a ~~Debica~~gain ~~fire~~on ~~of $50 million, partially offset by~~ the ~~continued~~sale ~~impact~~ of the ~~fire~~OTR ontire ~~Debica fixed costs incurred during ramp-up of $20 million, a benefit of $39 million from insurance proceeds for~~ business ~~interruptions and property damage recoveries resulting from storm damage events in prior years~~, ~~and a favorable $8 million tax item in Brazil. These increases were~~ partially offset by ~~increased~~higher ~~conversion~~rationalization ~~costs~~charges, ~~of $256 million driven by inflation and the effect of~~ lower ~~tire~~segment ~~production~~operating onincome ~~fixed cost absorption, declines in price~~ and ~~product~~higher ~~mix~~U.S. ~~of $167 million, primarily in Americas~~ and ~~EMEA,~~Foreign ~~and~~Tax ~~lower tire volume of $143 million, primarily in Americas and EMEA~~Expense. ~~Refer to "Results of Operations — Segment Information" for additional information.~~

Total segment operating income for the first three months of 2025 was $195 million, compared to $247 million in the first three months of 2024. The $52 million decrease was primarily due to higher raw material costs of $181 million, higher SAG of $43 million when excluding Goodyear Forward savings, lower tire volume of $33 million, other cost increases of $30 million, primarily due to a benefit received in 2024 related to a reduction in U.S. duty rates on various commercial tires from China and higher transportation costs in 2025, increased conversion costs of $18 million driven by the effect of lower tire production on fixed cost absorption, and the impact of the sale of the OTR tire business of $12 million. These decreases were partially offset by benefits from the Goodyear Forward plan of $200 million and global improvements in price and product mix of $68 million. Refer to "Results of Operations — Segment Information" for additional information.

Liquidity

At ~~September~~March 3031, ~~2024~~2025, we had $~~905~~902 million of cash and cash equivalents as well as $2,~~508~~623 million of unused availability under our various credit agreements, compared to $~~902~~810 million and $43,~~247~~555 million, respectively, at December 31, ~~2023~~2024. The increase in cash and cash equivalents of $392 million was primarily due to ~~net~~cash ~~borrowings~~provided ofby ~~$1,366 million, proceeds from asset dispositions and sale and leaseback transactions of $126 million, primarily from~~ the sale of ~~a distribution center in Germany and~~ the ~~sale~~OTR ~~and~~tire ~~leaseback~~business of a$720 ~~warehouse~~million ~~in Americas,~~ and ~~insurance~~net ~~recoveries~~borrowings of $48198 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~~538 million, and ~~loans~~capital toexpenditures ~~TireHub LLC ("TireHub")~~ of $28259 million. Net cash used for operating activities reflects cash used for working capital of $~~1,124~~750 million, rationalization payments of $~~149~~65 million, and pension contributions and direct payments of $4541 million, aspartially ~~well~~offset asby proceeds from the ~~Company's~~sale ~~net~~of ~~loss~~our ~~for~~OTR ~~the~~tire ~~period~~business of $12185 million, ~~which~~for ~~includes~~deferred ~~non-cash~~income ~~charges~~related ~~for~~to ~~depreciation~~the ~~and~~trademark ~~amortization~~license ofand ~~$800~~product ~~million~~supply agreements, anas ~~intangible~~well ~~asset~~as ~~impairment~~the ofCompany's ~~$125~~net ~~million,~~income ~~net~~for ~~rationalization~~the ~~charges~~period of $52118 million, awhich includes non-cash ~~gain~~charges onfor ~~asset~~depreciation ~~sales~~and amortization of $95270 million, and a non-cash gain on ~~insurance~~asset ~~recoveries~~sales ~~for damaged property, plant and equipment~~ of $61262 million. Refer to "Liquidity and Capital Resources" for additional information.

Outlook

In the ~~fourth~~second quarter of ~~2024~~2025, we expect our global tire unit volume ~~will continue~~ to bedecline ~~affected~~approximately by2% ~~weak~~compared ~~underlying~~to ~~industry~~the ~~trends,~~second ~~including~~quarter ~~high~~of ~~distribution~~2024 ~~channel~~driven ~~inventories~~by ofelevated ~~low-end~~wholesale ~~imported~~channel ~~products~~inventories in the ~~U.S.~~United States and ~~Europe.~~lower ~~We expect our global tire unit~~ volume in ~~the~~Asia ~~fourth quarter of 2024 to be lower compared to the fourth quarter of 2023 by approximately 4%~~Pacific. We also expect unabsorbed overhead to be approximately $4020 million higher in the ~~fourth~~second quarter of ~~2024~~2025 compared to the ~~fourth~~second quarter of ~~2023~~2024 due to lower production in the ~~third~~first quarter of ~~2024~~2025.

AsWe weexpect ~~continue~~ to ~~make~~continue progress on our Goodyear Forward transformation plan, wein ~~expect~~2025, ~~fourth~~with second quarter benefits from the program of approximately $~~165~~190 million and full year benefits of approximately $750 million in segment operating income,. ~~and~~The ~~full~~expected ~~year~~impact ~~benefits~~of the sale of the OTR tire business on our segment operating income is approximately $~~450~~23 million in the second quarter.

We expect ~~approximately~~our ~~$100~~raw ~~million~~material ofcosts ~~raw~~to ~~material~~increase ~~headwinds~~approximately $180 million in the ~~fourth~~second quarter of ~~2024~~2025 compared to the ~~fourth~~second quarter of ~~2023.~~2024, Wedriven ~~also~~by ~~expect~~natural ~~price~~rubber and ~~product~~foreign ~~mix~~currency costs. These raw material cost increases are expected to be apartially ~~headwind~~offset ofby approximately $15135 million ~~driven~~of byprice ~~higher~~and OEproduct ~~sales~~mix ~~volume~~improvements, indriven ~~the~~by ~~fourth~~previously ~~quarter~~implemented ofpricing ~~2024~~actions ~~compared~~and tocustomer ~~the~~contracts ~~fourth~~indexed ~~quarter~~to ofchanges ~~2023~~in raw materials. Natural and synthetic rubber prices and other commodity prices historically have been volatile, and our raw ~~material~~materials 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 material required in each tire, and to pursue alternative raw materials to minimize the impact of higher raw material costs.

We expect non-raw material inflation and other costs to be approximately $120 million higher in the second quarter of 2025 compared with the second quarter of 2024. These costs include the impact of inflation, tariffs, increased transportation costs and other manufacturing costs associated with announced rationalization plans. At the current tariff rates, we expect non-raw material and other costs to be approximately $175 million in the third and fourth quarters of 2025 as compared to the same quarters of 2024. We continue to focus on actions to offset costs other than raw materials through cost savings initiatives, including initiatives related to the Goodyear Forward plan, rationalization actions and improvements in price and product mix.

Table of ~~contents~~Contents

WeFor ~~expect~~the ~~non-raw~~full ~~material~~year ~~inflation~~of ~~and other costs~~2025, ~~net~~we ofexpect ~~other~~working ~~expected~~capital ~~cost improvements,~~ to be ~~approximately~~a ~~$35~~source ~~million~~of ~~higher~~operating incash ~~the~~flows ~~fourth quarter~~ of ~~2024~~approximately ~~when~~$50 ~~compared~~million. ~~with~~We ~~the~~anticipate ~~fourth~~our ~~quarter~~capital ofexpenditures ~~2023.~~to Webe ~~continue~~approximately to$950 ~~focus~~million. onWe ~~actions~~anticipate toour ~~offset~~cash ~~costs~~flows ~~other~~will ~~than~~include ~~raw~~rationalization ~~materials~~payments ~~through~~of ~~cost~~approximately ~~savings~~$400 ~~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 ~~expect~~the ~~working~~2024 ~~capital~~Form to10-K befor a ~~$150~~discussion ~~million to $200 million use~~ of ~~operating~~the ~~cash~~factors ~~flows.~~that Wemay ~~anticipate~~impact our ~~capital expenditures to be approximately $1~~business,~~200~~ ~~million,~~results ~~excluding approximately $50 million~~ of ~~capital~~operations, ~~expenditures~~financial ~~covered~~condition byor ~~insurance.~~liquidity Weand ~~anticipate~~"Forward-Looking ~~our~~Information ~~cash~~— ~~flows~~Safe ~~will~~Harbor ~~include~~Statement" ~~rationalization~~in ~~payments~~this ofQuarterly ~~approximately~~Report ~~$225~~on ~~million,~~Form as10-Q wefor ~~continue~~a todiscussion ~~implement elements~~ of our ~~Goodyear~~use ~~Forward~~of ~~plan~~forward-looking ~~to improve our cost structure~~statements.

Refer to "Item 1A. Risk Factors" in the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 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 ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024

Net sales in the ~~third~~first ~~quarter~~three months of ~~2024~~2025 were $4,~~824~~253 million, decreasing $~~318~~284 million, or 6.23%, from $54,~~142~~537 million in the ~~third~~first ~~quarter~~three months of ~~2023~~2024. Goodyear net ~~loss~~income was $34115 million, or $0.1240 per share, in the ~~third~~first ~~quarter~~three months of ~~2024~~2025, compared to Goodyear net loss of $8957 million, or $0.3120 per share, in the ~~third~~first ~~quarter~~three months of ~~2023~~2024.

Net sales decreased in the ~~third~~first ~~quarter~~three months of ~~2024~~2025 primarily due to lower global tire volume of $~~333~~156 million, ~~representing lower tire volume globally,~~ the ~~negative~~ impact of changes in foreign exchange rates globally of $73140 million, driven by the strengthening of the U.S. dollar, and ~~declines~~the inimpact ~~price~~of ~~and~~the ~~product~~sale ~~mix~~of the OTR tire business of $349 million, ~~primarily~~including inthe ~~Americas,~~product supply agreement. These decreases were partially offset by favorable price and product mix of $53 million and higher sales in other tire-related businesses of $4619 million, primarily due to ~~increased~~higher 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 ~~third~~first ~~quarter~~three months of ~~2024~~2025 were 4238.5 million units, decreasing 21.89 million units, or 64.28%, from 4540.34 million units in the ~~third~~first ~~quarter~~three months of ~~2023~~2024. Replacement tire volume decreased globally by 3.1.8 million units, or 96.03%. OE tire volume ~~increased~~decreased globally by 0.3

Filing Compare · GOODYEAR TIRE & RUBBER CO /OH/