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Table of Contents

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 30, 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 31, 2025: |  | 286,160,909

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-10.1
EX-22.1
EX-31.1
EX-31.2
EX-32.1
EX-101.INS INSTANCE DOCUMENT
EX-101.SCH SCHEMA DOCUMENT
EX-104

Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

| Three Months Ended September 30, |  | Nine Months Ended September 30,
(In millions, except per share amounts) | 2025 |  | 2024 |  | 2025 |  | 2024
Net Sales (Note 3) | $ | 4,645 |  |  | $ | 4,824 |  |  | $ | 13,363 |  |  | $ | 13,931 |
Cost of Goods Sold | 3,801 |  |  | 3,882 |  |  | 11,019 |  |  | 11,231 |
Selling, Administrative and General Expense | 676 |  |  | 663 |  |  | 2,018 |  |  | 2,090 |
Goodwill and Intangible Asset Impairments (Note 1) | 674 |  |  | 125 |  |  | 674 |  |  | 125 |
Rationalizations (Note 4) | 21 |  |  | 11 |  |  | 161 |  |  | 52 |
Interest Expense | 114 |  |  | 135 |  |  | 341 |  |  | 391 |
Other (Income) Expense (Note 5) | 91 |  |  | 36 |  |  | 147 |  |  | 95 |
Net (Gain) Loss on Asset Sales (Note 2) | 1 |  |  | (1) |  |  | (700) |  |  | (95) |
Income (Loss) before Income Taxes | (733) |  |  | (27) |  |  | (297) |  |  | 42 |
United States and Foreign Tax Expense (Note 6) | 1,464 |  |  | 9 |  |  | 1,501 |  |  | 75 |
Net Income (Loss) | (2,197) |  |  | (36) |  |  | (1,798) |  |  | (33) |
Less: Minority Shareholders’ Net Income (Loss) | (2) |  |  | 1 |  |  | 28 |  |  | (6) |
Goodyear Net Income (Loss) | $ | (2,195) |  |  | $ | (37) |  |  | $ | (1,826) |  |  | $ | (27) |
Goodyear Net Income (Loss) — Per Share of Common Stock |  |  |  |  |  |  |
Basic | $ | (7.62) |  |  | $ | (0.13) |  |  | $ | (6.35) |  |  | $ | (0.09) |
Weighted Average Shares Outstanding (Note 7) | 288 |  | 287 |  | 287 |  | 286
Diluted | $ | (7.62) |  |  | $ | (0.13) |  |  | $ | (6.35) |  |  | $ | (0.09) |
Weighted Average Shares Outstanding (Note 7) | 288 |  | 287 |  | 287 |  | 286

The accompanying notes are an integral part of these consolidated financial statements.
1

Table of Contents
THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

| Three Months Ended September 30, |  | Nine Months Ended September 30,
(In millions) | 2025 |  | 2024 |  | 2025 |  | 2024
Net Income (Loss) | $ | (2,197) |  |  | $ | (36) |  |  | $ | (1,798) |  |  | $ | (33) |
Other Comprehensive Income (Loss): |  |  |  |  |  |  |
Foreign currency: |  |  |  |  |  |  |
Foreign currency translation, net of tax of ($6) and $0 in 2025 ($3 and $0 in 2024) | (15) |  |  | 39 |  |  | (3) |  |  | (20) |
Reclassification adjustment for amounts recognized in income, net of tax of $0 and $0 in 2025 ($0 and $0 in 2024) | — |  |  | — |  |  | 8 |  |  | — |
Defined benefit plans: |  |  |  |  |  |  |
Reclassification adjustment for amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of ($9) and $4 in 2025 ($7 and $20 in 2024) | 34 |  |  | 21 |  |  | 72 |  |  | 62 |
Change in net actuarial gains and losses, net of tax of ($3) and ($1) in 2025 (($1) and $6 in 2024) | (11) |  |  | (3) |  |  | (3) |  |  | 7 |
Reclassification adjustment for immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures, net of tax of ($1) and ($1) in 2025 ($0 and ($1) in 2024) | 69 |  |  | — |  |  | 71 |  |  | (4) |
Prior service credit from plan amendments, net of tax of $0 and $0 in 2025 ($7 and $7 in 2024) | — |  |  | 21 |  |  | — |  |  | 21 |
Deferred derivative gain: |  |  |  |  |  |  |
Reclassification adjustment for amounts recognized in income, net of tax of $0 and $0 in 2025 ($0 and $0 in 2024) | — |  |  | — |  |  | — |  |  | 1 |
Other Comprehensive Income (Loss) | 77 |  |  | 78 |  |  | 145 |  |  | 67 |
Comprehensive Income (Loss) | (2,120) |  |  | 42 |  |  | (1,653) |  |  | 34 |
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders | (3) |  |  | 9 |  |  | 35 |  |  | (2) |
Goodyear Comprehensive Income (Loss) | $ | (2,117) |  |  | $ | 33 |  |  | $ | (1,688) |  |  | $ | 36 |

The accompanying notes are an integral part of these consolidated financial statements.
2

Table of Contents
THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)

(In millions, except share data) | September 30, 2025 |  | December 31, 2024
Assets: |  |  |
Current Assets: |  |  |
Cash and Cash Equivalents | $ | 810 |  |  | $ | 810 |
Accounts Receivable, less Allowance — $100 ($84 in 2024) | 3,177 |  |  | 2,482 |
Inventories: |  |  |
Raw Materials | 646 |  |  | 728 |
Work in Process | 208 |  |  | 207 |
Finished Products | 3,098 |  |  | 2,619 |
| 3,952 |  |  | 3,554 |
Assets Held for Sale (Note 1) | 565 |  |  | 466 |
Prepaid Expenses and Other Current Assets | 520 |  |  | 277 |
Total Current Assets | 9,024 |  |  | 7,589 |
Goodwill (Note 1) | 42 |  |  | 756 |
Intangible Assets (Note 1) | 670 |  |  | 805 |
Deferred Income Taxes (Note 6) | 357 |  |  | 1,686 |
Other Assets | 1,165 |  |  | 1,052 |
Operating Lease Right-of-Use Assets | 1,060 |  |  | 951 |
Property, Plant and Equipment, less Accumulated Depreciation — $12,230 ($12,212 in 2024) | 7,904 |  |  | 8,082 |
Total Assets | $ | 20,222 |  |  | $ | 20,921 |
Liabilities: |  |  |
Current Liabilities: |  |  |
Accounts Payable — Trade | $ | 3,944 |  |  | $ | 4,092 |
Compensation and Benefits (Notes 11 and 12) | 611 |  |  | 606 |
Other Current Liabilities | 1,559 |  |  | 1,089 |
Notes Payable and Overdrafts (Note 9) | 573 |  |  | 558 |
Operating Lease Liabilities due Within One Year | 204 |  |  | 200 |
Long Term Debt and Finance Leases due Within One Year (Note 9) | 219 |  |  | 832 |
Total Current Liabilities | 7,110 |  |  | 7,377 |
Operating Lease Liabilities | 913 |  |  | 804 |
Long Term Debt and Finance Leases (Note 9) | 7,264 |  |  | 6,392 |
Compensation and Benefits (Notes 11 and 12) | 814 |  |  | 789 |
Deferred Income Taxes (Note 6) | 106 |  |  | 108 |
Other Long Term Liabilities | 837 |  |  | 628 |
Total Liabilities | 17,044 |  |  | 16,098 |
Commitments and Contingent Liabilities (Note 13) |  |  |
Shareholders’ Equity: |  |  |
Goodyear Shareholders’ Equity: |  |  |
Common Stock, no par value: |  |  |
Authorized, 450 million shares, Outstanding shares — 286 million in 2025 (285 million in 2024) | 286 |  |  | 285 |
Capital Surplus | 3,170 |  |  | 3,159 |
Retained Earnings | 3,255 |  |  | 5,081 |
Accumulated Other Comprehensive Loss (Note 15) | (3,706) |  |  | (3,844) |
Goodyear Shareholders’ Equity | 3,005 |  |  | 4,681 |
Minority Shareholders’ Equity — Nonredeemable | 173 |  |  | 142 |
Total Shareholders’ Equity | 3,178 |  |  | 4,823 |
Total Liabilities and Shareholders’ Equity | $ | 20,222 |  |  | $ | 20,921 |

The accompanying notes are an integral part of these consolidated financial statements.
3

Table of Contents
THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)

| Common Stock |  | Capital Surplus |  | Retained Earnings |  | Accumulated Other Comprehensive Loss |  | Goodyear Shareholders' Equity |  | Minority Shareholders' Equity — Non- Redeemable |  | Total Shareholders' Equity
(In millions, except share data) | Shares |  | Amount |  |  |  |  |  |
Balance at December 31, 2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(after deducting 39,313,644 common treasury shares) | 284,974,263 |  | $ | 285 |  |  | $ | 3,159 |  |  | $ | 5,081 |  |  | $ | (3,844) |  |  | $ | 4,681 |  |  | $ | 142 |  |  | $ | 4,823 |
Net income (loss) |  |  |  |  |  |  |  |  | 369 |  |  |  |  |  | 369 |  |  | 30 |  |  | 399 |
Other comprehensive income (loss) |  |  |  |  |  |  |  |  |  |  |  | 60 |  |  | 60 |  |  | 8 |  |  | 68 |
Total Comprehensive Income (Loss) |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 429 |  |  | 38 |  |  | 467 |
Stock-based compensation plans |  |  |  |  |  | 11 |  |  |  |  |  |  |  |  | 11 |  |  |  |  |  | 11 |
Dividends declared |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (2) |  |  | (2) |
Common stock issued from treasury | 1,039,706 |  | 1 |  |  | (6) |  |  |  |  |  |  |  |  | (5) |  |  |  |  |  | (5) |
Balance at June 30, 2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(after deducting 38,273,938 common treasury shares) | 286,013,969 |  | $ | 286 |  |  | $ | 3,164 |  |  | $ | 5,450 |  |  | $ | (3,784) |  |  | $ | 5,116 |  |  | $ | 178 |  |  | $ | 5,294 |
Net income (loss) |  |  |  |  |  |  |  |  | (2,195) |  |  |  |  |  | (2,195) |  |  | (2) |  |  | (2,197) |
Other comprehensive income (loss) |  |  |  |  |  |  |  |  |  |  |  | 78 |  |  | 78 |  |  | (1) |  |  | 77 |
Total Comprehensive Income (Loss) |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (2,117) |  |  | (3) |  |  | (2,120) |
Stock-based compensation plans |  |  |  |  |  | 6 |  |  |  |  |  |  |  |  | 6 |  |  |  |  |  | 6 |
Dividends declared |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (2) |  |  | (2) |
Common stock issued from treasury | 122,812 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance at September 30, 2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(after deducting 38,151,126 common treasury shares) | 286,136,781 |  | $ | 286 |  |  | $ | 3,170 |  |  | $ | 3,255 |  |  | $ | (3,706) |  |  | $ | 3,005 |  |  | $ | 173 |  |  | $ | 3,178 |

There were no dividends declared or paid during the three and nine months ended September 30, 2025.
The accompanying notes are an integral part of these consolidated financial statements.
4

Table of Contents
THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)

| Common Stock |  | Capital Surplus |  | Retained Earnings |  | Accumulated Other Comprehensive Loss |  | Goodyear Shareholders' Equity |  | Minority Shareholders' Equity — Non- Redeemable |  | Total Shareholders' Equity
(In millions, except share data) | Shares |  | Amount |  |  |  |  |  |
Balance at December 31, 2023 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(after deducting 40,501,644 common treasury shares) | 283,786,263 |  | $ | 284 |  |  | $ | 3,133 |  |  | $ | 5,035 |  |  | $ | (3,835) |  |  | $ | 4,617 |  |  | $ | 162 |  |  | $ | 4,779 |
Net income (loss) |  |  |  |  |  |  |  |  | 10 |  |  |  |  |  | 10 |  |  | (7) |  |  | 3 |
Other comprehensive income (loss) |  |  |  |  |  |  |  |  |  |  |  | (7) |  |  | (7) |  |  | (4) |  |  | (11) |
Total Comprehensive Income (Loss) |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 3 |  |  | (11) |  |  | (8) |
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 |  |  | $ | 5,045 |  |  | $ | (3,842) |  |  | $ | 4,634 |  |  | $ | 144 |  |  | $ | 4,778 |
Net income (loss) |  |  |  |  |  |  |  |  | (37) |  |  |  |  |  | (37) |  |  | 1 |  |  | (36) |
Other comprehensive income (loss) |  |  |  |  |  |  |  |  |  |  |  | 70 |  |  | 70 |  |  | 8 |  |  | 78 |
Total Comprehensive Income (Loss) |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 33 |  |  | 9 |  |  | 42 |
Stock-based compensation plans |  |  |  |  |  | 6 |  |  |  |  |  |  |  |  | 6 |  |  |  |  |  | 6 |
Dividends declared |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (1) |  |  | (1) |
Common stock issued from treasury | 228,014 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance at September 30, 2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(after deducting 39,372,886 common treasury shares) | 284,915,021 |  | $ | 285 |  |  | $ | 3,152 |  |  | $ | 5,008 |  |  | $ | (3,772) |  |  | $ | 4,673 |  |  | $ | 152 |  |  | $ | 4,825 |

There were no dividends declared or paid during the three and nine months ended September 30, 2024.
The accompanying notes are an integral part of these consolidated financial statements.
5

Table of Contents
THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

| Nine Months Ended September 30,
(In millions) | 2025 |  | 2024
Cash Flows from Operating Activities: |  |  |
Net Loss | $ | (1,798) |  |  | $ | (33) |
Adjustments to Reconcile Net Loss to Cash Flows from Operating Activities: |  |  |
Depreciation and Amortization | 813 |  |  | 800 |
Amortization and Write-Off of Debt Issuance Costs | 17 |  |  | 10 |
Goodwill and Intangible Asset Impairment (Note 1) | 674 |  |  | 125 |
Provision for Deferred Income Taxes (Note 6) | 1,345 |  |  | (37) |
Net Pension Curtailments and Settlements | 72 |  |  | (5) |
Net Rationalization Charges (Note 4) | 161 |  |  | 52 |
Rationalization Payments | (275) |  |  | (149) |
Net Gains on Asset Sales (Note 2) | (700) |  |  | (95) |
Loss (Gain) on Insurance Recoveries for Damaged Property, Plant and Equipment | — |  |  | (61) |
Operating Lease Expense | 238 |  |  | 249 |
Operating Lease Payments | (214) |  |  | (211) |
Pension Contributions and Direct Payments | (74) |  |  | (45) |
Changes in Operating Assets and Liabilities, Net of Asset Acquisitions and Dispositions: |  |  |
Accounts Receivable | (605) |  |  | (658) |
Inventories | (433) |  |  | (246) |
Accounts Payable — Trade | (172) |  |  | (199) |
Compensation and Benefits | 56 |  |  | 39 |
Other Current Liabilities | 299 |  |  | (58) |
Other Assets and Liabilities | (120) |  |  | (69) |
Total Cash Flows from Operating Activities | (716) |  |  | (591) |
Cash Flows from Investing Activities: |  |  |
Capital Expenditures | (649) |  |  | (912) |
Insurance Recoveries for Damaged Property, Plant and Equipment | — |  |  | 48 |
Cash Proceeds from Sale and Leaseback Transactions (Note 5) | — |  |  | 16 |
Asset Dispositions | 1,332 |  |  | 110 |
Short Term Securities Redeemed | — |  |  | 2 |
Long Term Securities Redeemed | 4 |  |  | 4 |
Notes Receivable | 5 |  |  | (28) |
Other Transactions | (29) |  |  | 1 |
Total Cash Flows from Investing Activities | 663 |  |  | (759) |
Cash Flows from Financing Activities: |  |  |
Short Term Debt and Overdrafts Incurred | 856 |  |  | 1,034 |
Short Term Debt and Overdrafts Paid | (855) |  |  | (803) |
Long Term Debt Incurred | 13,385 |  |  | 10,315 |
Long Term Debt Paid | (13,289) |  |  | (9,180) |
Common Stock Issued | (5) |  |  | (3) |
Transactions with Minority Interests in Subsidiaries | (4) |  |  | (2) |
Debt Related Costs and Other Transactions | 4 |  |  | (46) |
Total Cash Flows from Financing Activities | 92 |  |  | 1,315 |
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash | 27 |  |  | (10) |
Net Change in Cash, Cash Equivalents and Restricted Cash | 66 |  |  | (45) |
Cash, Cash Equivalents and Restricted Cash at Beginning of the Period | 864 |  |  | 985 |
Cash, Cash Equivalents and Restricted Cash at End of the Period | $ | 930 |  |  | $ | 940 |

The accompanying notes are an integral part of these consolidated financial statements.
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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared by The Goodyear Tire & Rubber Company (the “Company,” “Goodyear,” “we,” “us” or “our”) in accordance with Securities and Exchange Commission (“SEC”) rules and regulations and generally accepted accounting principles in the United States of America ("U.S. GAAP") and in the opinion of management contain all adjustments (including normal recurring adjustments) necessary to fairly state the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”).
Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2025.
Revision of Previously Issued Financial Statements
In preparing the consolidated financial statements for the quarter ended June 30, 2025, we identified errors in our previously issued financial statements related to our historical computation of currency remeasurement of our foreign operations in Turkey, which was designated as a highly inflationary economy beginning April 1, 2022. Upon that designation, the operations and balance sheet in that country should be remeasured into our parent company reporting currency, with remeasurement gains and losses recognized in earnings to reflect the impact of currency translation on our financial results. Our computation did not reflect the full inflationary impact. The identified errors impacted our previously issued 2022, 2023 and 2024 annual and interim financial statements. There were no impacts on previously reported cash flows from operating, investing and financing activities in any prior periods.
We evaluated the errors in accordance with SEC Staff Accounting Bulletin Nos. 99 and 108 and determined that the related impacts were not material in any previously issued annual or interim financial statements. We revised the prior period amounts presented in these financial statements to correct the errors. The applicable notes to the accompanying financial statements have also been corrected to reflect the impact of the revisions of the previously filed consolidated interim financial statements. A summary of the revisions to the previously issued financial information is included in Note to the Consolidated Financial Statements No.16, Revision of Previously Issued Financial Statements.
Recently Issued Accounting Standards
On December 14, 2023, the Financial Accounting Standards Board ("FASB") issued a final Accounting Standards Update ("ASU") to improve income tax disclosures. The new standard requires enhanced disclosures primarily related to existing rate reconciliation and income taxes paid information and improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and requiring income taxes paid to be disaggregated by jurisdiction. It also includes certain amendments to improve the effectiveness of income tax disclosures. The standards update is effective for annual periods beginning after December 15, 2024 and will expand our annual income tax disclosures, but will not affect our financial position, results of operations or cash flows.
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 interim 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.
On September 18, 2025, the FASB issued a final ASU to modernize the accounting for internal-use software. This update replaces the previous stage-based capitalization model with a principles-based approach, allowing capitalization of software development costs once management has authorized and committed funding and it is probable the project will be completed and perform its intended function. The ASU also consolidates guidance for website development under the internal-use software framework and expands applicability to cloud-based and agile development methods. The standards update is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. We are currently assessing the impact of this standards update on our accounting policies and disclosures.
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Goodwill and Intangible Assets
Goodwill and indefinite-lived intangible assets are tested for impairment annually or more frequently if an indicator of impairment is present. Intangible assets with finite lives are amortized over their useful lives and are reviewed for impairment whenever events or circumstances warrant such review. Goodwill and intangible assets are written down to fair value if considered impaired. Goodwill and Intangible Assets totaled $42 million and $670 million, respectively, at September 30, 2025, compared to $756 million and $805 million, respectively, at December 31, 2024. The goodwill associated with the reporting unit in our Asia Pacific segment was $42 million at September 30, 2025. The goodwill associated with the reporting units in our Americas and Asia Pacific segments was $715 million and $41 million, respectively, at December 31, 2024. Goodwill associated with the reporting unit in our Americas segment was allocated to assets held for sale in the second quarter of 2025 in the amount of $41 million in connection with the anticipated sale of our polymer chemicals business, and the remaining $674 million was written off, resulting in a non-cash impairment charge during the third quarter of 2025. We recorded an intangible asset impairment charge of $125 million in the third quarter of 2024 primarily related to our lower tier indefinite-lived intangible assets related to the acquisition of Cooper Tire.
In the third quarter of 2025, we experienced continued industry disruption in Americas, which resulted in a reduction in our near-term and long-term outlook. We also 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, combined with the reduction in outlook, we viewed these events as triggering events for purposes of testing goodwill for impairment 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 and general economic conditions. Based on our interim impairment test, the fair value of the North America reporting unit as of September 30, 2025 was less than its carrying value, resulting in full goodwill impairment and a non-cash charge of $674 million during the third quarter of 2025.
At September 30, 2025, after evaluating macroeconomic conditions and our current and future results of operations, including current results for our Asia Pacific business and brands associated with our indefinite-lived intangible assets, we concluded that there were no triggering events and it was not more likely than not that the fair values of our reporting unit within our Asia Pacific segment or our indefinite-lived intangible assets recorded within our Americas and Asia Pacific segments were less than their respective carrying values and, therefore, did not have any impairment of those assets.
Principles of Consolidation
The consolidated financial statements include the accounts of all legal entities in which we hold a controlling financial interest. A controlling financial interest generally arises from our ownership of a majority of the voting shares of our subsidiaries. We would also hold a controlling financial interest in variable interest entities if we are considered to be the primary beneficiary. Investments in companies in which we do not own a majority interest and we have the ability to exercise significant influence over operating and financial policies are accounted for using the equity method. Investments in other companies are primarily carried at cost. All intercompany balances and transactions have been eliminated in consolidation.
Assets and Liabilities Held for Sale
Assets and liabilities are classified as held for sale when management approves and commits to a formal plan to actively market the assets for sale at a price reasonable in relation to their estimated fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets is probable and expected to be completed within one year, and it is unlikely that significant changes will be made to the plan. When all of these criteria have been met, the assets and liabilities are classified as held for sale in the balance sheet. Assets classified as held for sale are reported at the lower of their carrying value or fair value less costs to sell. Depreciation of assets ceases upon designation as held for sale. At September 30, 2025, Assets Held for Sale of $565 million, $468 million of which related to the sale of our Chemical business and $97 million of which related to the sale of the Dunlop brand, and Other Current Liabilities classified as held for sale of $150 million related to the sale of our Chemical business, were included in the Consolidated Balance Sheets. At December 31, 2024, assets classified as held for sal e 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, in the Consolidated Balance Sheets. Refer to Note to the Consolidated Financial Statements No. 2, Divestitures, for additional information.
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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, |
| (In millions) | 2025 |  | 2024 |
| Cash and Cash Equivalents | $ | 810 |  |  | $ | 905 |  |
| Restricted Cash | 120 |  |  | 35 |  |
| Total Cash, Cash Equivalents and Restricted Cash | $ | 930 |  |  | $ | 940 |  |

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. Restricted cash at September 30, 2025 also includes amounts collected in connection with ongoing agreements related to the sale of our OTR tire business. At both September 30, 2025 and 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.
NOTE 2. DIVESTITURES
Net losses on asset sales were $1 million and net gains were $1 million for the three months ended September 30, 2025 and 2024, respectively. Net gains on asset sales were $700 million and $95 million for the nine months ended September 30, 2025 and 2024, respectively. 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 $439 million, we recorded an estimated pre-tax gain of $255 million. 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 $13 million for the three months ended September 30, 2024 and $48 million for the nine months ended September 30, 2024. These amounts exclude any ongoing obligations related to the product supply agreement and transition services 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 (as amended, 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.
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As a result of the transaction, we received gross proceeds of $735 million at closing for the Dunlop brand, related intellectual property and other intangible assets, the transition support fee and the tire inventory. We allocated $105 million of those proceeds related to the up-front transition support fee to deferred income, which will be recognized over the combined lives of the transition license and transition offtake agreements. We also allocated $86 million of those proceeds to deferred income for tire inventory in Europe that will not transfer ownership until the termination of the transition license agreement. We recognized an estimated pre-tax gain of $385 million based on the net assets sold of $133 million during the second quarter of 2025, net of transaction costs of $26 million.
Net gains on asset sales for the nine months ended September 30, 2025 also included a $55 million gain ($26 million after-tax and minority) related to the sale of property in Asia Pacific. Net gains on asset sales for the nine months ended September 30, 2024 also included an $80 million gain related to the sale of a distribution center in Europe, Middle East and Africa ("EMEA") and a $14 million gain related to the sale-leaseback of a retail location in North America.
On October 31, 2025, we completed the $650 million sale of our polymer chemicals business (the “Chemical Business”) pursuant to the Asset Purchase Agreement (the “Chemical Purchase Agreement”) with G-3 Chickadee Purchaser, LLC, a Delaware limited liability company (the “Purchaser”). At the closing, we received gross cash proceeds of approximately $580 million, which reflects working capital adjustments, including an adjustment for intercompany receivables. The purchase price remains subject to customary post-closing adjustments as set forth in the Chemical Purchase Agreement. The assets acquired and the liabilities assumed by the Purchaser are generally those primarily related to the Chemical Business, including our chemical plants in Houston, Texas and Beaumont, Texas and a research and development facility in Akron, Ohio.
In conjunction with the sale of the Chemical Business, we also entered into a number of ancillary agreements including (a) a master supply agreement, pursuant to which the Purchaser will, or will cause its affiliates to, supply to us certain polymer chemical products for a period of fifteen (15) years, (b) a transition services agreement, pursuant to which we will provide certain transition services to the Purchaser for the Chemical Business for a period of up to eighteen (18) months, and (c) a patent and know-how license agreement, pursuant to which the Purchaser will license back to us certain intellectual property related to the Chemical Business for use in connection with certain retained businesses. As a result of the transaction, considering the purchase price and related adjustments, amounts allocated to deferred revenue and transaction costs, and based upon the net assets of the Chemical Business as of September 30, 2025, we estimate we will record a pre-tax gain of approximately $135 million during the fourth quarter of 2025.
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NOTE 3. NET SALES
The following tables show disaggregated net sales from contracts with customers by major source:

| Three Months Ended September 30, 2025 |
(In millions) | Americas |  | Europe, Middle East and Africa |  | Asia Pacific |  | Total |
Tire unit sales | $ | 2,209 |  |  | $ | 1,222 |  |  | $ | 474 |  |  | $ | 3,905 |  |
Other tire and related sales | 205 |  |  | 148 |  |  | 25 |  |  | 378 |  |
Retail services and service related sales | 199 |  |  | 37 |  |  | — |  |  | 236 |  |
Chemical sales | 121 |  |  | — |  |  | — |  |  | 121 |  |
Other | 3 |  |  | — |  |  | 2 |  |  | 5 |  |
Net Sales by reportable segment | $ | 2,737 |  |  | $ | 1,407 |  |  | $ | 501 |  |  | $ | 4,645 |  |

| Three Months Ended September 30, 2024 |
(In millions) | Americas |  | Europe, Middle East and Africa |  | Asia Pacific |  | Total |
Tire unit sales | $ | 2,319 |  |  | $ | 1,191 |  |  | $ | 584 |  |  | $ | 4,094 |  |
Other tire and related sales | 197 |  |  | 125 |  |  | 30 |  |  | 352 |  |
Retail services and service related sales | 203 |  |  | 32 |  |  | 4 |  |  | 239 |  |
Chemical sales | 133 |  |  | — |  |  | — |  |  | 133 |  |
Other | 6 |  |  | — |  |  | — |  |  | 6 |  |
Net Sales by reportable segment | $ | 2,858 |  |  | $ | 1,348 |  |  | $ | 618 |  |  | $ | 4,824 |  |

| Nine Months Ended September 30, 2025 |
(In millions) | Americas |  | Europe, Middle East and Africa |  | Asia Pacific |  | Total |
Tire unit sales | $ | 6,349 |  |  | $ | 3,458 |  |  | $ | 1,359 |  |  | $ | 11,166 |  |
Other tire and related sales | 582 |  |  | 453 |  |  | 71 |  |  | 1,106 |  |
Retail services and service related sales | 576 |  |  | 117 |  |  | — |  |  | 693 |  |
Chemical sales | 380 |  |  | — |  |  | — |  |  | 380 |  |
Other | 14 |  |  | — |  |  | 4 |  |  | 18 |  |
Net Sales by reportable segment | $ | 7,901 |  |  | $ | 4,028 |  |  | $ | 1,434 |  |  | $ | 13,363 |  |

| Nine Months Ended September 30, 2024 |
(In millions) | Americas |  | Europe, Middle East 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 in 2025 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.
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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 $45 million and $13 million at September 30, 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 September 30, 2025 and December 31, 2024, 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. Revenue deferred during the three and nine months ended September 30, 2025 primarily relates to the product supply agreement we entered into in connection with the sale of our OTR tire business.
The following table presents the balance of deferred revenue related to contracts with customers, and changes during the nine months ended September 30, 2025:

| (In millions) |  |
| Balance at December 31, 2024 | $ | 19 |  |
| Revenue deferred during period | 248 |  |
| Revenue recognized during period | (145) |  |
| Impact of foreign currency translation | 2 |  |
| Balance at September 30, 2025 | $ | 124 |  |

NOTE 4. 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:

(In millions) | Associate- Related Costs |  | Other Costs |  | Total |
Balance at December 31, 2024 | $ | 396 |  |  | $ | 1 |  |  | $ | 397 |  |
2025 Charges(1) | 120 |  |  | 51 |  |  | 171 |  |
Incurred, net of foreign currency translation of $40 million and ($1) million, respectively | (184) |  |  | (52) |  |  | (236) |  |
Reversed to the Statement of Operations | (14) |  |  | — |  |  | (14) |  |
Balance at September 30, 2025 | $ | 318 |  |  | $ | — |  |  | $ | 318 |  |
(1) Charges of $171 million exclude $4 million of benefit plan termination benefit charges recorded in Rationalizations in the Statement of Operations |

During the second quarter of 2025, we approved a plan to close our manufacturing facility in Kariega, South Africa in the EMEA business unit in the third quarter of 2025. The plan includes approximately 900 job reductions, including associates and contracted positions. The total charges associated with this action are expected to be between $100 million and $110 million, of which $45 million to $55 million are expected to be cash charges primarily for associate-related and other exit costs and the remaining costs are expected to be non-cash charges primarily for accelerated depreciation and other asset-related charges. We have accrued approximately $6 million for this plan at September 30, 2025.
During the first quarter of 2025, we approved a rationalization plan to eliminate our production of commercial tires in our Danville, Virginia tire manufacturing facility ("Danville") in order to reduce our production cost per tire in Americas. The plan includes approximately 950 job reductions, including associates and contracted positions. We expect to substantially complete this rationalization plan by the end of 2025. Total pre-tax charges are expected to be between $150 million and $160 million, of which $70 million to $80 million are expected to be cash charges primarily for associate-related and other exit costs and the remaining costs are expected to be non-cash charges primarily for accelerated depreciation, pension termination benefit charges and other asset-related charges. We have accrued approximately $16 million for this plan at September 30, 2025.
During the first quarter of 2025, we approved a plan to reduce Selling, Administrative and General expenses (“SAG”) headcount in Americas and Corporate. The plan includes approximately 80 net headcount reductions. Total estimated pre-tax charges are expected to be approximately $6 million. We have accrued approximately $1 million for this plan at September 30, 2025.
The remainder of the accrual balance at September 30, 2025 includes $214 million related to the closures of our Fulda, Germany ("Fulda") and our Fürstenwalde, Germany ("Fürstenwalde") tire manufacturing facilities, $52 million related to a rationalization and workforce reorganization plan in EMEA, which reflects $10 million of reversals due to voluntary attrition,
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$6 million related to the plan to open a shared service center in Costa Rica and to exit certain Commercial Tire and Service Center locations, $5 million related to the closed Amiens, France tire manufacturing facility, $4 million related to a global workforce reorganization plan to improve our cost structure, $2 million related to plans to reduce SAG headcount, $2 million related to the closure of Cooper Tire's Melksham, United Kingdom tire manufacturing facility ("Melksham"), and various other plans to reduce headcount and improve operating efficiency.
At September 30, 2025 and December 31, 2024, $248 million and $296 million were recorded in Other Current Liabilities in the Consolidated Balance Sheets, respectively.
The following table shows net rationalization charges included in Income (Loss) before Income Taxes:

| Three Months Ended September 30, |  | Nine Months Ended September 30, |
(In millions) | 2025 |  | 2024 |  | 2025 |  | 2024 |
Current Year Plans |  |  |  |  |  |  |  |
Associate Severance and Other Related Costs | $ | 6 |  |  | $ | 6 |  |  | $ | 95 |  |  | $ | 29 |  |
Benefit Plan Curtailments/Settlements/Termination Benefits | — |  |  | — |  |  | 4 |  |  | — |  |
Other Exit Costs | 2 |  |  | 1 |  |  | 8 |  |  | 2 |  |
Current Year Plans - Net Charges | $ | 8 |  |  | $ | 7 |  |  | $ | 107 |  |  | $ | 31 |  |
Prior Year Plans |  |  |  |  |  |  |  |
Associate Severance and Other Related Costs | $ | (2) |  |  | $ | (11) |  |  | $ | 11 |  |  | $ | (19) |  |
Other Exit Costs | 15 |  |  | 15 |  |  | 43 |  |  | 40 |  |
Prior Year Plans - Net Charges | $ | 13 |  |  | $ | 4 |  |  | $ | 54 |  |  | $ | 21 |  |
Total Net Charges | $ | 21 |  |  | $ | 11 |  |  | $ | 161 |  |  | $ | 52 |  |
Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs, net | $ | 55 |  |  | $ | 25 |  |  | $ | 142 |  |  | $ | 119 |  |

Substantially all of the new charges for the three and nine months ended September 30, 2025 and 2024 relate to future cash outflows. Net current year plan charges for the three and nine months ended September 30, 2025 primarily relate to the plans approved during the first and second quarter of 2025 described above. Net current year plan charges for the nine months ended September 30, 2025 also include a $4 million termination benefits charge for one of our defined benefit pension plans related to headcount reductions at Danville. Net current year plan charges for the three months ended September 30, 2024 primarily relate to the plans to reduce SAG and manufacturing headcount. Net current year plan charges for the nine months ended September 30, 2024 also include the plan to open the shared service center in Costa Rica and the closure of our tire manufacturing facility in Malaysia.
Net prior year plan charges for the three months ended September 30, 2025 include $14 million related to the closures of Fulda and Fürstenwalde, $2 million related to plans to reduce SAG headcount, $1 million related to the closure of Melksham, $1 million related to our closure of certain retail and warehouse locations in Americas, and reversals of $5 million primarily related to voluntary attrition. Net prior year plan charges for the nine months ended September 30, 2025 include $44 million related to the closures of Fulda and Fürstenwalde, $7 million related to the rationalization and workforce reorganization plan in EMEA, $5 million related to plans to reduce SAG headcount, $3 million related to the closure of Melksham, $3 million related to our closure of certain retail and warehouse locations in Americas, and reversals of $14 million primarily related to voluntary attrition. Net prior year plan charges for the three months ended September 30, 2024 include $7 million related to the closures of Fulda and Fürstenwalde, $4 million related to the workforce reorganization plan in EMEA, $2 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 closures of Fulda and Fürstenwalde, $9 million related to the closure of Melksham, $4 million related to the workforce reorganization plan in EMEA, $3 million related to a plan in Australia and New Zealand, $3 million related to the permanent closure of Gadsden, $3 million related to our closure of certain retail and warehouse locations in Americas, $2 million related to plans to reduce SAG headcount, $2 million related to the plan to streamline our EMEA distribution network, $1 million related to a plan in South Africa, $1 million related to the integration of Cooper Tire, and reversals of $25 million related to voluntary attrition.
Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs for both the three and nine months ended September 30, 2025 primarily relate to the announced closures of Fulda and Fürstenwalde, the proposed plan to close our manufacturing facility in South Africa, and the plan to reduce our production capacity at Danville.
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Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs for both the three and nine months ended September 30, 2024 primarily relate to plans to improve our cost structure through announced closures of our Fulda, Fürstenwalde and Malaysia tire manufacturing facilities, as well as the closure of a development center and warehouse in the U.S.
Ongoing rationalization plans had approximately $1,050 million in charges incurred prior to 2025 and have approximately $150 million in expected charges to be incurred in future periods.
Approximately 1,900 associates will be released under plans initiated in 2025, of which approximately 1,650 were released through September 30, 2025. In the first nine months of 2025, approximately 1,650 associates were released under plans initiated in prior years. Approximately 950 associates remain to be released under all ongoing rationalization plans.
NOTE 5. OTHER (INCOME) EXPENSE

| Three Months Ended September 30, |  | Nine Months Ended September 30, |
(In millions) | 2025 |  | 2024 |  | 2025 |  | 2024 |
Non-service related pension and other postretirement benefits cost | $ | 90 |  |  | $ | 22 |  |  | $ | 139 |  |  | $ | 72 |  |
Financing fees and financial instruments expense | 12 |  |  | 16 |  |  | 43 |  |  | 47 |  |
Net foreign currency exchange (gains) losses | 6 |  |  | — |  |  | 12 |  |  | (3) |  |
Interest income | (9) |  |  | (14) |  |  | (27) |  |  | (41) |  |
General and product liability expense - discontinued products | 2 |  |  | 2 |  |  | 5 |  |  | 6 |  |
Royalty and other (income) | (17) |  |  | (5) |  |  | (43) |  |  | (16) |  |
Miscellaneous expense | 7 |  |  | 15 |  |  | 18 |  |  | 30 |  |
| $ | 91 |  |  | $ | 36 |  |  | $ | 147 |  |  | $ | 95 |  |

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 and nine months ended September 30, 2025 includes pension settlement charges of $68 million and $72 million, respectively, resulting from total lump sum payments exceeding annual service and interest cost of the applicable plans. Pension expense for the nine months ended September 30, 2024 includes a pension settlement credit of $5 million related to a premium refund on the purchase of a group annuity contract for the Cooper Tire U.S. salaried defined benefit pension plan in 2023. 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 and nine months ended September 30, 2025 includes a $5 million loss and a $17 million loss, respectively, related to the Turkish lira and a $1 million gain and a $5 million gain, respectively, related to the euro. Net foreign currency exchange (gains) losses for the three months ended September 30, 2024 includes a $5 million loss related to the Turkish lira and a $3 million loss related to the euro. Net foreign currency exchange (gains) losses for the nine months ended September 30, 2024 includes a $7 million loss related to the Turkish lira and a $2 million gain related to the euro.
Royalty and other income for the three and nine months ended September 30, 2025 includes $4 million and $17 million, respectively, primarily related to royalty income, and $13 million and $26 million, respectively, related to OTR transition license agreement royalty income and transition services income related to the sales of the OTR tire business and the Dunlop brand. Royalty and other income for the three and nine months ended September 30, 2024 is primarily related to royalty income.
Miscellaneous expense for the three and nine months ended September 30, 2025 includes transaction costs of $4 million and $7 million, respectively, primarily related to the sale of the Chemical Business. Miscellaneous expense for the three and nine months ended September 30, 2024 includes $11 million of transaction costs 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.
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; and 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.
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NOTE 6. INCOME TAXES
For the third quarter of 2025, we recorded income tax expense of $1,464 million on loss before income taxes of $733 million. For the first nine months of 2025, we recorded income tax expense of $1,501 million on loss before income taxes of $297 million. Income tax expense for the three and nine months ended September 30, 2025 includes net discrete tax expense of $1,450 million and $1,446 million, respectively. Discrete tax expense for both periods was primarily related to the establishment of a full valuation allowance on our net deferred tax assets in the U.S.
For the third quarter of 2024, we recorded income tax expense of $9 million on loss before income taxes of $27 million. For the first nine months of 2024, we recorded income tax expense of $75 million on income before income taxes of $42 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.
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, 2025 is mainly impacted by the establishment of a full valuation allowance on our net deferred tax assets of $1.4 billion in the U.S. 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 primarily relates to losses in foreign jurisdictions in which no tax benefits are recorded and the discrete items noted above.
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 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.
In the U.S., we have a cumulative loss for the three-year period ending September 30, 2025 primarily driven by non-recurring items such as goodwill and intangible asset impairments, rationalization charges, pension curtailments and settlements, and one-time costs associated with the Goodyear Forward plan. For the quarter ended September 30, 2025, due to industry disruption and various macroeconomic factors such as the impact of tariff, transportation, labor and energy costs, our U.S. operating results and future forecasted U.S. earnings have declined. In addition, the One Big Beautiful Bill Act ("OBBBA") was enacted in the third quarter, which reinstates the business interest expense limitation. The reduction in current and expected future earnings in the third quarter, as a result of industry disruption, represents significant negative evidence in the assessment of the realizability of our deferred tax assets. We concluded that as of September 30, 2025, it is more likely than not that our U.S. net deferred tax assets will not be fully realized and recorded a non-cash charge of $1.4 billion to establish a full valuation allowance in the U.S. We intend to maintain a valuation allowance until sufficient positive evidence exists to support realization of these deferred tax assets.
At September 30, 2025 and December 31, 2024, we had approximately $1.4 billion and $1.3 billion, respectively, of U.S. federal, state and local net deferred tax assets, and related valuation allowances totaling $1.4 billion and $26 million, respectively. As of September 30, 2025, approximately $1.2 billion of these U.S. net deferred tax assets had unlimited lives and approximately $200 million had limited lives, and the majority do not start to expire until 2030. As of 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, and the majority do not start to expire until 2030.
At September 30, 2025 and December 31, 2024, we also had approximately $1.6 billion and $1.5 billion, respectively, of foreign net deferred tax assets and related valuation allowances of approximately $1.3 billion and $1.2 billion, respectively. Our losses in various foreign taxing jurisdictions in recent periods represented sufficient negative evidence to require us to maintain a full valuation allowance against certain of these net foreign deferred tax assets. Most notably, in Luxembourg, we maintain a valuation allowance of approximately $1.1 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.
On July 4, 2025, OBBBA was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of tax treatment for certain business provisions. We do not expect a material impact from OBBBA on our 2025 operating tax rates. We will continue to assess the impact on us as regulations develop in the future.
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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 i n 2025. However, we are continuing to evaluate the Pillar Two model rules and related legislation and their potential impact on future periods.
For the nine months ended September 30, 2025, changes to our unrecognized tax benefits did not, and for the full year of 2025 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 2020 onward are still open to examination.
Following an audit by the Internal Revenue Service ("IRS"), we received a Notice of Proposed Adjustment ("NOPA") during the second quarter of 2025 related to an intercompany sale of certain intellectual property in 2021. The IRS proposes to disallow income recognition totaling $1.5 billion associated with this transaction. The federal tax charge related to that income recognition was fully offset by the utilization of $315 million of then-existing deferred tax assets, including tax loss carryforwards and foreign tax credits.
We disagree with the IRS’s position as stated in the NOPA and plan to challenge the proposed adjustments through the established IRS administrative procedures. Based on the information currently available, we believe that it is more likely than not that our tax position will be sustained upon review; therefore, no changes have been made to our reserve for uncertain tax positions relating to the NOPA. In addition, our U.S. deferred tax assets are in a full valuation allowance as of September 30, 2025. The ultimate resolution of this matter is uncertain, and if the income recognition associated with the transaction is disallowed, we will not be able to use a portion of the deferred tax assets that we utilized to offset the related federal taxes.
NOTE 7. 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 September 30, |  | Nine Months Ended September 30, |
(In millions, except per share amounts) | 2025 |  | 2024 |  | 2025 |  | 2024 |
Loss per share — basic: |  |  |  |  |  |  |  |
Goodyear net income (loss) | $ | (2,195) |  |  | $ | (37) |  |  | $ | (1,826) |  |  | $ | (27) |  |
Weighted average shares outstanding | 288 |  | 287 |  | 287 |  | 286 |
Loss per common share — basic | $ | (7.62) |  |  | $ | (0.13) |  |  | $ | (6.35) |  |  | $ | (0.09) |  |
Loss per share — diluted: |  |  |  |  |  |  |  |
Goodyear net income (loss) | $ | (2,195) |  |  | $ | (37) |  |  | $ | (1,826) |  |  | $ | (27) |  |
Weighted average shares outstanding | 288 |  | 287 |  | 287 |  | 286 |
Dilutive effect of stock options and other dilutive securities | — |  | — |  | — |  | — |
Weighted average shares outstanding — diluted | 288 |  | 287 |  | 287 |  | 286 |
Loss per common share — diluted | $ | (7.62) |  |  | $ | (0.13) |  |  | $ | (6.35) |  |  | $ | (0.09) |  |

Weighted average shares outstanding — diluted for both the three and nine months ended September 30, 2025 excludes the dilutive effect of approximately 2 million equivalent shares, and, for both the three and nine months ended September 30, 2024, excludes the dilutive effect of approximately 1 million equivalent shares and 2 million equivalent shares, respectively, related primarily to options with exercise prices less than the average market price of our common shares (i.e., "in-the-money" options) and unvested restricted stock units, as their inclusion would have been anti-dilutive due to the Goodyear net loss. Additionally, weighted average shares outstanding — diluted for both the three and nine months ended September 30, 2025 excludes approximately 3 million equivalent shares, and, for both the three and nine months ended September 30, 2024, excludes approximately 4 million equivalent shares and 1 million equivalent shares, respectively, related to options with exercise prices greater than the average market price of our common shares (i.e., "underwater" options).
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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.
The following tables present segment sales, significant segment expenses and operating income, and the reconciliation of segment operating income to Income before Income Taxes:

| Three Months Ended September 30, 2025 |
(In millions) | Americas |  | Europe, Middle East and Africa |  | Asia Pacific |  | Total |
Net Sales | $ | 2,737 |  |  | $ | 1,407 |  |  | $ | 501 |  |  | $ | 4,645 |  |
Less: |  |  |  |  |  |  |  |
Cost of Goods Sold | 2,187 |  |  | 1,176 |  |  | 384 |  |  | 3,747 |  |
Selling, Administrative and General Expense | 350 |  |  | 209 |  |  | 67 |  |  | 626 |  |
Other (income)(1) | (6) |  |  | (8) |  |  | (1) |  |  | (15) |  |
Segment Operating Income | $ | 206 |  |  | $ | 30 |  |  | $ | 51 |  |  | $ | 287 |  |
Less: |  |  |  |  |  |  |  |
Goodwill Impairment |  |  |  |  |  |  | 674 |  |
Rationalizations (Note 4) |  |  |  |  |  |  | 21 |  |
Interest expense |  |  |  |  |  |  | 114 |  |
Other (income) expense (Note 5) |  |  |  |  |  |  | 91 |  |
Net (gains) losses on asset sales |  |  |  |  |  |  | 1 |  |
Asset write-offs, accelerated depreciation and accelerated lease costs, net (Note 4) |  |  |  |  |  |  | 55 |  |
Corporate incentive compensation plans |  |  |  |  |  |  | 8 |  |
Retained expenses of divested operations |  |  |  |  |  |  | 5 |  |
Other(2) |  |  |  |  |  |  | 51 |  |
Loss before Income Taxes |  |  |  |  |  |  | $ | (733) |  |
(1) Primarily represents OTR transition license agreement royalty income, in addition to transition services income related to the sales of the OTR tire business and the Dunlop brand. |
(2) Primarily represents unallocated corporate costs and the elimination of royalty and other income attributable to the strategic business units (“SBUs”). |

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| Three Months Ended September 30, 2024 |
(In millions) | Americas |  | Europe, Middle East and Africa |  | Asia Pacific |  | Total |
Net Sales | $ | 2,858 |  |  | $ | 1,348 |  |  | $ | 618 |  |  | $ | 4,824 |  |
Less: |  |  |  |  |  |  |  |
Cost of Goods Sold | 2,274 |  |  | 1,123 |  |  | 472 |  |  | 3,869 |  |
Selling, Administrative and General Expense | 336 |  |  | 202 |  |  | 74 |  |  | 612 |  |
Other (income)(1) | (3) |  |  | — |  |  | — |  |  | (3) |  |
Segment Operating Income | $ | 251 |  |  | $ | 23 |  |  | $ | 72 |  |  | $ | 346 |  |
Less: |  |  |  |  |  |  |  |
Intangible Asset Impairment |  |  |  |  |  |  | 125 |  |
Rationalizations (Note 4) |  |  |  |  |  |  | 11 |  |
Interest expense |  |  |  |  |  |  | 135 |  |
Other (income) expense (Note 5) |  |  |  |  |  |  | 36 |  |
Net (gains) losses on asset sales |  |  |  |  |  |  | (1) |  |
Asset write-offs, accelerated depreciation and accelerated lease costs, net (Note 4) |  |  |  |  |  |  | 25 |  |
Corporate incentive compensation plans |  |  |  |  |  |  | 14 |  |
Retained expenses of divested operations |  |  |  |  |  |  | 3 |  |
Other(2) |  |  |  |  |  |  | 25 |  |
Loss before Income Taxes |  |  |  |  |  |  | $ | (27) |  |
(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 $14 million of costs related to the Goodyear Forward plan, primarily related to third-party consulting fees. |

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| Nine Months Ended September 30, 2025 |
(In millions) | Americas |  | Europe, Middle East and Africa |  | Asia Pacific |  | Total |
Net Sales | $ | 7,901 |  |  | $ | 4,028 |  |  | $ | 1,434 |  |  | $ | 13,363 |  |
Less: |  |  |  |  |  |  |  |
Cost of Goods Sold | 6,376 |  |  | 3,411 |  |  | 1,102 |  |  | 10,889 |  |
Selling, Administrative and General Expense | 1,043 |  |  | 633 |  |  | 198 |  |  | 1,874 |  |
Other (income)(1) | (20) |  |  | (16) |  |  | (5) |  |  | (41) |  |
Segment Operating Income | $ | 502 |  |  | $ | — |  |  | $ | 139 |  |  | $ | 641 |  |
Less: |  |  |  |  |  |  |  |
Goodwill Impairment |  |  |  |  |  |  | 674 |  |
Rationalizations (Note 4) |  |  |  |  |  |  | 161 |  |
Interest expense |  |  |  |  |  |  | 341 |  |
Other (income) expense (Note 5) |  |  |  |  |  |  | 147 |  |
Net (gains) losses on asset sales |  |  |  |  |  |  | (700) |  |
Asset write-offs, accelerated depreciation and accelerated lease costs, net (Note 4) |  |  |  |  |  |  | 142 |  |
Corporate incentive compensation plans |  |  |  |  |  |  | 44 |  |
Retained expenses of divested operations |  |  |  |  |  |  | 8 |  |
Other(2) |  |  |  |  |  |  | 121 |  |
Loss before Income Taxes |  |  |  |  |  |  | $ | (297) |  |
(1) Primarily represents OTR transition license agreement royalty income, in addition to transition services income related to the sales of the OTR tire business and the Dunlop brand. |
(2) Primarily represents unallocated corporate costs and the elimination of royalty and other income attributable to the SBUs. |

| Nine Months Ended September 30, 2024 |
(In millions) | Americas |  | Europe, Middle East and Africa |  | Asia Pacific |  | Total |
Net Sales | $ | 8,143 |  |  | $ | 3,974 |  |  | $ | 1,814 |  |  | $ | 13,931 |  |
Less: |  |  |  |  |  |  |  |
Cost of Goods Sold | 6,470 |  |  | 3,289 |  |  | 1,386 |  |  | 11,145 |  |
Selling, Administrative and General Expense | 1,013 |  |  | 633 |  |  | 234 |  |  | 1,880 |  |
Other (income)(1) | (11) |  |  | (2) |  |  | (1) |  |  | (14) |  |
Segment Operating Income | $ | 671 |  |  | $ | 54 |  |  | $ | 195 |  |  | $ | 920 |  |
Less: |  |  |  |  |  |  |  |
Intangible Asset Impairment |  |  |  |  |  |  | 125 |  |
Rationalizations (Note 4) |  |  |  |  |  |  | 52 |  |
Interest expense |  |  |  |  |  |  | 391 |  |
Other (income) expense (Note 5) |  |  |  |  |  |  | 95 |  |
Net (gains) losses on asset sales |  |  |  |  |  |  | (95) |  |
Asset write-offs, accelerated depreciation and accelerated lease costs, net (Note 4) |  |  |  |  |  |  | 119 |  |
Corporate incentive compensation plans |  |  |  |  |  |  | 50 |  |
Retained expenses of divested operations |  |  |  |  |  |  | 11 |  |
Other(2) |  |  |  |  |  |  | 130 |  |
Income before Income Taxes |  |  |  |  |  |  | $ | 42 |  |
(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 $81 million of costs related to the Goodyear Forward plan, primarily related to third-party consulting fees. |

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The following table presents segment assets at:

(In millions) | September 30, 2025 |  | December 31, 2024 |
Assets |  |  |  |
Americas | $ | 11,357 |  |  | $ | 11,406 |  |
Europe, Middle East and Africa | 5,559 |  |  | 4,514 |  |
Asia Pacific | 2,234 |  |  | 2,610 |  |
Total Segment Assets | $ | 19,150 |  |  | $ | 18,530 |  |
Corporate(1) | 1,072 |  |  | 2,391 |  |
| $ | 20,222 |  |  | $ | 20,921 |  |
(1) Corporate includes substantially all of our U.S. net deferred tax 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 September 30, |  | Nine Months Ended September 30, |
(In millions) | 2025 |  | 2024 |  | 2025 |  | 2024 |
Net Sales |  |  |  |  |  |  |  |
United States | $ | 2,262 |  |  | $ | 2,373 |  |  | $ | 6,548 |  |  | $ | 6,661 |  |
International | 2,383 |  |  | 2,451 |  |  | 6,815 |  |  | 7,270 |  |
| $ | 4,645 |  |  | $ | 4,824 |  |  | $ | 13,363 |  |  | $ | 13,931 |  |
(In millions) |  |  |  |  | September 30, 2025 |  | December 31, 2024 |
Long-Lived Assets |  |  |  |  |  |  |  |
United States |  |  |  |  | $ | 3,523 |  |  | $ | 3,688 |  |
China |  |  |  |  | 648 |  |  | 676 |  |
Other international |  |  |  |  | 3,733 |  |  | 3,718 |  |
|  |  |  |  | $ | 7,904 |  |  | $ | 8,082 |  |

Goodwill and intangible asset impairment, as described in Notes to the Consolidated Financial Statements No. 1, Accounting Policies; 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 and accelerated depreciation were not charged (credited) to the SBUs for performance evaluation purposes but were attributable to the SBUs as follows:

| Three Months Ended September 30, |  | Nine Months Ended September 30, |
(In millions) | 2025 |  | 2024 |  | 2025 |  | 2024 |
Goodwill and Intangible Asset Impairment |  |  |  |  |  |  |  |
Americas | $ | 674 |  |  | $ | 125 |  |  | $ | 674 |  |  | $ | 125 |  |
Total Segment Goodwill and Intangible Asset Impairment | $ | 674 |  |  | $ | 125 |  |  | $ | 674 |  |  | $ | 125 |  |

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| Three Months Ended September 30, |  | Nine Months Ended September 30, |
(In millions) | 2025 |  | 2024 |  | 2025 |  | 2024 |
Rationalizations |  |  |  |  |  |  |  |
Americas | $ | 4 |  |  | $ | 5 |  |  | $ | 76 |  |  | $ | 20 |  |
Europe, Middle East and Africa | 16 |  |  | (2) |  |  | 71 |  |  | 8 |  |
Asia Pacific | — |  |  | 1 |  |  | 1 |  |  | 14 |  |
Total Segment Rationalizations | $ | 20 |  |  | $ | 4 |  |  | $ | 148 |  |  | $ | 42 |  |
Corporate | 1 |  |  | 7 |  |  | 13 |  |  | 10 |  |
| $ | 21 |  |  | $ | 11 |  |  | $ | 161 |  |  | $ | 52 |  |

| Three Months Ended September 30, |  | Nine Months Ended September 30, |
(In millions) | 2025 |  | 2024 |  | 2025 |  | 2024 |
Net (Gains) Losses on Asset Sales |  |  |  |  |  |  |  |
Americas | $ | (3) |  |  | $ | — |  |  | $ | (4) |  |  | $ | (14) |  |
Europe, Middle East and Africa | — |  |  | — |  |  | — |  |  | (80) |  |
Asia Pacific | — |  |  | (1) |  |  | (55) |  |  | (1) |  |
Total Segment (Gains) Losses on Asset Sales | $ | (3) |  |  | $ | (1) |  |  | $ | (59) |  |  | $ | (95) |  |
Corporate | 4 |  |  | — |  |  | (641) |  |  | — |  |
| $ | 1 |  |  | $ | (1) |  |  | $ | (700) |  |  | $ | (95) |  |

| Three Months Ended September 30, |  | Nine Months Ended September 30, |
(In millions) | 2025 |  | 2024 |  | 2025 |  | 2024 |
Asset Write-Offs, Accelerated Depreciation, and Accelerated Lease Costs, net |  |  |  |  |  |  |  |
Americas | $ | 20 |  |  | $ | 1 |  |  | $ | 62 |  |  | $ | 11 |  |
Europe, Middle East and Africa | 33 |  |  | 17 |  |  | 75 |  |  | 50 |  |
Asia Pacific | 2 |  |  | 7 |  |  | 5 |  |  | 37 |  |
Total Segment Asset Write-Offs, Accelerated Depreciation, and Accelerated Lease Costs, net | $ | 55 |  |  | $ | 25 |  |  | $ | 142 |  |  | $ | 98 |  |
Corporate | — |  |  | — |  |  | — |  |  | 21 |  |
| $ | 55 |  |  | $ | 25 |  |  | $ | 142 |  |  | $ | 119 |  |

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

| Three Months Ended September 30, |  | Nine Months Ended September 30, |
(In millions) | 2025 |  | 2024 |  | 2025 |  | 2024 |
Capital Expenditures |  |  |  |  |  |  |  |
Americas | $ | 117 |  |  | $ | 187 |  |  | $ | 444 |  |  | $ | 596 |  |
Europe, Middle East and Africa | 30 |  |  | 59 |  |  | 122 |  |  | 206 |  |
Asia Pacific | 24 |  |  | 27 |  |  | 68 |  |  | 87 |  |
Total Segment Capital Expenditures | $ | 171 |  |  | $ | 273 |  |  | $ | 634 |  |  | $ | 889 |  |
Corporate | 12 |  |  | 5 |  |  | 15 |  |  | 23 |  |
| $ | 183 |  |  | $ | 278 |  |  | $ | 649 |  |  | $ | 912 |  |

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| Three Months Ended September 30, |  | Nine Months Ended September 30, |
(In millions) | 2025 |  | 2024 |  | 2025 |  | 2024 |
Depreciation and Amortization |  |  |  |  |  |  |  |
Americas | $ | 152 |  |  | $ | 139 |  |  | $ | 468 |  |  | $ | 441 |  |
Europe, Middle East and Africa | 78 |  |  | 70 |  |  | 227 |  |  | 208 |  |
Asia Pacific | 30 |  |  | 35 |  |  | 90 |  |  | 120 |  |
Total Segment Depreciation and Amortization | $ | 260 |  |  | $ | 244 |  |  | $ | 785 |  |  | $ | 769 |  |
Corporate | 9 |  |  | 10 |  |  | 28 |  |  | 31 |  |
| $ | 269 |  |  | $ | 254 |  |  | $ | 813 |  |  | $ | 800 |  |

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

| Three Months Ended September 30, |  | Nine Months Ended September 30, |
(In millions) | 2025 |  | 2024 |  | 2025 |  | 2024 |
Equity in (Income) Loss |  |  |  |  |  |  |  |
Americas | $ | 2 |  |  | $ | 5 |  |  | $ | 28 |  |  | $ | 24 |  |
Europe, Middle East and Africa | — |  |  | — |  |  | (1) |  |  | (1) |  |
Asia Pacific | (4) |  |  | (3) |  |  | (11) |  |  | (7) |  |
Total Segment Equity in (Income) Loss | $ | (2) |  |  | $ | 2 |  |  | $ | 16 |  |  | $ | 16 |  |

NOTE 9. FINANCING ARRANGEMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS
At September 30, 2025, we had total credit arrangements of $10,545 million, of which $2,547 million were unused. At that date, approximately 38% of our debt was at variable interest rates averaging 5.99%.
Notes Payable and Overdrafts, Long Term Debt and Finance Leases due Within One Year and Short Term Financing Arrangements
At September 30, 2025, we had short term committed and uncommitted credit arrangements totaling $839 million, of which $228 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:

(In millions) | September 30, 2025 |  | December 31, 2024 |
Chinese credit facilities | $ | 89 |  |  | $ | 66 |  |
Other foreign and domestic debt | 484 |  |  | 492 |  |
Notes Payable and Overdrafts | $ | 573 |  |  | $ | 558 |  |
Weighted average interest rate | 7.72 | % |  | 8.00 | % |
Chinese credit facilities | $ | 85 |  |  | $ | 81 |  |
9.5% Notes due 2025 | — |  |  | 500 |  |
Other foreign and domestic debt (including finance leases) | 134 |  |  | 251 |  |
Long Term Debt and Finance Leases due Within One Year | $ | 219 |  |  | $ | 832 |  |
Weighted average interest rate | 4.75 | % |  | 8.46 | % |
Total obligations due within one year | $ | 792 |  |  | $ | 1,390 |  |

Long Term Debt and Finance Leases and Financing Arrangements
At September 30, 2025, we had long term credit arrangements totaling $9,706 million, of which $2,319 million were unused.
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The following table presents long term debt and finance leases, net of unamortized discounts, and interest rates:

| September 30, 2025 |  | December 31, 2024
(In millions) | Amount |  | Interest Rate |  | Amount |  | Interest Rate
Notes: |  |  |  |  |  |  |
9.5% due 2025 | $ | — |  |  |  |  | $ | 500 |  |  |
5% due 2026 | — |  |  |  |  | 900 |  |  |
4.875% due 2027 | 700 |  |  |  |  | 700 |  |  |
7.625% due 2027 | 122 |  |  |  |  | 124 |  |  |
7% due 2028 | 150 |  |  |  |  | 150 |  |  |
2.75% Euro Notes due 2028 | 470 |  |  |  |  | 416 |  |  |
5% due 2029 | 850 |  |  |  |  | 850 |  |  |
6.625% due 2030 | 500 |  |  |  |  | — |  |  |
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 2030 | 1,325 |  |  | 5.43 | % |  | 700 |  |  | 5.86 | %
European revolving credit facility due 2028 | 446 |  |  | 3.42 | % |  | — |  |  | — |
Pan-European accounts receivable facility | 242 |  |  | 3.91 | % |  | 227 |  |  | 4.83 | %
Mexican credit facility | 200 |  |  | 5.99 | % |  | 200 |  |  | 7.36 | %
Chinese credit facilities | 186 |  |  | 2.32 | % |  | 147 |  |  | 2.50 | %
Other foreign and domestic debt(1) | 458 |  |  | 8.49 | % |  | 480 |  |  | 7.39 | %
| 7,249 |  |  |  |  | 6,994 |  |  |
Unamortized deferred financing fees | (28) |  |  |  |  | (31) |  |  |
| 7,221 |  |  |  |  | 6,963 |  |  |
Finance lease obligations(2) | 262 |  |  |  |  | 261 |  |  |
| 7,483 |  |  |  |  | 7,224 |  |  |
Less portion due within one year | (219) |  |  |  |  | (832) |  |  |
| $ | 7,264 |  |  |  |  | $ | 6,392 |  |  |
(1)Interest rates are weighted average interest rates primarily related to various foreign credit facilities with customary terms and conditions. (2)Includes $1 million of non-cash financing additions during the nine months ended September 30, 2025, and $2 million of non-cash financing additions during the twelve months ended December 31, 2024.

NOTES
At September 30, 2025, we had $4,392 million of outstanding notes, compared to $5,240 million at December 31, 2024.
$500 million 9.5% Senior Notes due 2025
On February 19, 2025, we redeemed our remaining $500 million 9.5% senior notes due 2025 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest.
$500 million 6.625% Senior Notes due 2030
On June 3, 2025, we issued $500 million in aggregate principal amount of 6.625% senior notes due 2030. These notes were sold at 100% of the principal amount and will mature on July 15, 2030. These notes are unsecured senior obligations and are guaranteed by our U.S. and Canadian subsidiaries that also guarantee our obligations under our U.S. first lien revolving credit facility described below.
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We have the option to redeem these notes, in whole or in part, at any time on or after July 15, 2027 at a redemption price of 103.313%, 101.656% and 100% during the 12-month periods commencing on July 15, 2027, 2028 and 2029 and thereafter, respectively, plus accrued and unpaid interest to the redemption date. Prior to July 15, 2027, we may redeem these notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus a make-whole premium and accrued and unpaid interest to the redemption date. In addition, prior to July 15, 2027, we may redeem up to 35% of the original aggregate principal amount of these notes from the net cash proceeds of certain equity offerings at a redemption price equal to 106.625% of the principal amount plus accrued and unpaid interest to the redemption date.
The terms of the indenture for these notes, among other things, limit our ability and the ability of certain of our subsidiaries to (i) incur certain liens, (ii) engage in sale and leaseback transactions, and (iii) consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. These covenants are subject to significant exceptions and qualifications.
$900 million 5% Senior Notes due 2026
On June 30, 2025, we redeemed $400 million of our 5% senior notes due 2026 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest. On July 3, 2025, we redeemed the remaining $500 million of our 5% senior notes due 2026 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest. We used the net proceeds from the 6.625% senior notes described above, together with cash and cash equivalents, to redeem these notes.
CREDIT FACILITIES
$2.75 billion Amended and Restated First Lien Revolving Credit Facility due 2030
On May 19, 2025, we amended and restated our U.S. first lien revolving credit facility. The principal change to the facility was the extension of its maturity from June 8, 2026 to May 19, 2030. The interest rate for loans under the facility remained at SOFR plus 125 basis points, based on our current liquidity as described below.
Our amended and restated first lien revolving credit facility 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 greater of 50% of the appraised value, if any, of our principal trademarks or $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 September 30, 2025, 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, 2024. 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 average quarterly availability under the facility is greater than 25% of the total commitments under the facility, 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 plus 100 basis points). If Available Cash plus the average quarterly availability under the facility is equal to or less than 25% of the total commitments under the facility, 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 30, 2025, we had $1,325 million of borrowings and $1 million of letters of credit issued under the revolving credit facility. At December 31, 2024, we had $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
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commitments are to be increased, we may request that the facility be increased by up to €200 million. Amounts drawn under this facility will bear interest at SOFR plus 150 basis points for loans denominated in U.S. dollars, EURIBOR plus 150 basis points for loans denominated in euros, and SONIA plus 150 basis points for loans denominated in pounds sterling. Undrawn amounts under the facility are subject to an annual commitment fee of 25 basis points.
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 30, 2025, there were $235 million (€200 million) of borrowings outstanding under the all-borrower tranche, $211 million (€180 million) of borrowings outstanding under the German tranche, and no letters of credit outstanding under the European revolving credit facility. At December 31, 2024, we had no borrowings and no letters of credit outstanding under the European revolving credit facility.
Accounts Receivable Securitization Facilities (On-Balance Sheet)
On October 10, 2025, GEBV and certain other of our European subsidiaries amended and restated our pan-European accounts receivable securitization facility. The principal change to the facility was the extension of its maturity from October 19, 2027 to October 18, 2032. 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 2023 through October 2027, the designated maximum amount of the facility is €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 18, 2032, (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 in October 2027.
The facility has customary representations, warranties, covenants and Early Amortisation Events. In addition, it is an Early Amortisation Event under the facility if GEBV’s ratio of Consolidated Net GEBV Indebtedness to Consolidated GEBV EBITDA for a period of four consecutive fiscal quarters is greater than 3.0 to 1.0 at the end of any fiscal quarter. This financial covenant is substantially similar to the covenant included in our European revolving credit facility.
At September 30, 2025, the amounts available and utilized under this program totaled $242 million (€206 million). At December 31, 2024, the amounts available and utilized under this program totaled $227 million (€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. 15, Financing Arrangements and Derivative Financial Instruments, in our 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 30, 2025, the gross amount of receivables sold was $752 million, compared to $773 million at December 31, 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
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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 $902 million and $775 million at September 30, 2025 and December 31, 2024, respectively. The amounts confirmed to the financial institutions were $587 million and $604 million at September 30, 2025 and December 31, 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 30, 2025 and December 31, 2024, the amounts available and utilized under this facility were $200 million. 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.
The following table presents the total amounts available and utilized under the Chinese financing arrangements:

(In millions) | September 30, 2025 |  | December 31, 2024
Total available | $ | 917 |  |  | $ | 817 |
Amounts utilized: |  |  |
Notes Payable and Overdrafts | $ | 89 |  |  | $ | 66 |
Long Term Debt due Within One Year | 85 |  |  | 81 |
Long Term Debt | 101 |  |  | 66 |
Letters of credit, bank acceptances and other utilization | 168 |  |  | 104 |
Total utilized | $ | 443 |  |  | $ | 317 |
Maturities | 10/25-8/28 |  | 1/25-8/28

Certain of these facilities can only be used to finance the expansion of our manufacturing facilities in China and the unused amount available under these facilities was $31 million at both September 30, 2025 and December 31, 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:

(In millions) | September 30, 2025 |  | December 31, 2024
Fair Values — Current asset (liability): |  |  |
Accounts receivable | $ | 5 |  |  | $ | 28 |
Other current liabilities | (27) |  |  | (3) |

At September 30, 2025 and December 31, 2024, these outstanding foreign currency derivatives had notional amounts of $2,357 million and $1,779 million, respectively, and were primarily related to intercompany loans. Other (Income) Expense included
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net transaction gains on derivatives of $4 million and losses of $102 million for the three and nine months ended September 30, 2025, respectively. Other (Income) Expense included net transaction losses on derivatives of $35 million and gains of $11 million for the three and nine months ended September 30, 2024, respectively. These amounts were substantially offset in Other (Income) Expense by the effect of changing exchange rates on the underlying currency exposures.
At September 30, 2025 and December 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.
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 September 30, |  | Nine Months Ended September 30,
(In millions) | 2025 |  | 2024 |  | 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 September 30, 2025 are expected to be reclassified to earnings within the next twelve months.
The counterparties to our foreign currency contracts were considered by us to be substantial and creditworthy financial institutions that were recognized market makers at the time we entered into those contracts. We seek to control our credit exposure to these counterparties by diversifying across multiple counterparties, by setting counterparty credit limits based on long term credit ratings and other indicators of counterparty credit risk such as credit default swap spreads and default probabilities, and by monitoring the financial strength of these counterparties on a regular basis. We also enter into master netting agreements with counterparties when possible. By controlling and monitoring exposure to counterparties in this manner, we believe that we effectively manage the risk of loss due to nonperformance by a counterparty. However, the inability of a counterparty to fulfill its contractual obligations to us could have a material adverse effect on our liquidity, financial position or results of operations in the period in which it occurs.
NOTE 10. FAIR VALUE MEASUREMENTS
The following table presents information about assets and liabilities recorded at fair value on the Consolidated Balance Sheets at September 30, 2025 and December 31, 2024:

| 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 | $ | 13 |  |  | $ | 16 |  |  | $ | 13 |  |  | $ | 16 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |
Foreign Exchange Contracts | 5 |  |  | 28 |  |  | — |  |  | — |  |  | 5 |  |  | 28 |  |  | — |  |  | — |  |
Total Assets at Fair Value | $ | 18 |  |  | $ | 44 |  |  | $ | 13 |  |  | $ | 16 |  |  | $ | 5 |  |  | $ | 28 |  |  | $ | — |  |  | $ | — |  |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign Exchange Contracts | $ | 27 |  |  | $ | 3 |  |  | $ | — |  |  | $ | — |  |  | $ | 27 |  |  | $ | 3 |  |  | $ | — |  |  | $ | — |  |
Total Liabilities at Fair Value | $ | 27 |  |  | $ | 3 |  |  | $ | — |  |  | $ | — |  |  | $ | 27 |  |  | $ | 3 |  |  | $ | — |  |  | $ | — |  |

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The following table presents supplemental fair value information about long term fixed rate and variable rate debt, excluding finance leases, at September 30, 2025 and December 31, 2024:

(In millions) | September 30, 2025 |  | December 31, 2024 |
Fixed Rate Debt:(1) |  |  |  |
Carrying amount — liability | $ | 4,504 |  |  | $ | 5,367 |  |
Fair value — liability | 4,393 |  |  | 5,076 |  |
Variable Rate Debt:(1) |  |  |  |
Carrying amount — liability | $ | 2,717 |  |  | $ | 1,600 |  |
Fair value — liability | 2,652 |  |  | 1,590 |  |
(1)Excludes Notes Payable and Overdrafts of $573 million and $558 million at September 30, 2025 and December 31, 2024, respectively, of which $268 million and $241 million, respectively, are at fixed rates and $305 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. |

Long term debt with fair values of $4,253 million and $4,921 million at September 30, 2025 and December 31, 2024, respectively, were estimated using quoted Level 1 market prices. The carrying value of the remaining long term debt approximates fair value since the terms of the financing arrangements are similar to terms that could be obtained under current lending market conditions.
NOTE 11. 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 September 30, |  | Nine Months Ended September 30, |
(In millions) | 2025 |  | 2024 |  | 2025 |  | 2024 |
Service cost | $ | 1 |  |  | $ | 2 |  |  | $ | 4 |  |  | $ | 6 |  |
Interest cost | 40 |  |  | 44 |  |  | 121 |  |  | 131 |  |
Expected return on plan assets | (50) |  |  | (52) |  |  | (151) |  |  | (156) |  |
Amortization of net losses | 24 |  |  | 24 |  |  | 71 |  |  | 72 |  |
Net periodic pension cost | $ | 15 |  |  | $ | 18 |  |  | $ | 45 |  |  | $ | 53 |  |
Net curtailments/settlements/termination benefits | 68 |  |  | — |  |  | 76 |  |  | (5) |  |
Total defined benefit pension cost | $ | 83 |  |  | $ | 18 |  |  | $ | 121 |  |  | $ | 48 |  |

| Non-U.S. |  | Non-U.S. |
| Three Months Ended September 30, |  | Nine Months Ended September 30, |
(In millions) | 2025 |  | 2024 |  | 2025 |  | 2024 |
Service cost | $ | 4 |  |  | $ | 5 |  |  | $ | 12 |  |  | $ | 14 |  |
Interest cost | 26 |  |  | 26 |  |  | 76 |  |  | 79 |  |
Expected return on plan assets | (24) |  |  | (23) |  |  | (70) |  |  | (68) |  |
Amortization of prior service cost | — |  |  | — |  |  | 1 |  |  | 1 |  |
Amortization of net losses | 6 |  |  | 5 |  |  | 16 |  |  | 15 |  |
Net periodic pension cost | $ | 12 |  |  | $ | 13 |  |  | $ | 35 |  |  | $ | 41 |  |
Net curtailments/settlements/termination benefits | — |  |  | — |  |  | 1 |  |  | — |  |
Total defined benefit pension cost | $ | 12 |  |  | $ | 13 |  |  | $ | 36 |  |  | $ | 41 |  |

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 third quarter and first nine months of 2025, pension settlement charges of $68 million and $72 million, respectively, were recorded in Other (Income) Expense. The settlement charges resulted from total lump sums exceeding annual service and
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interest cost of the applicable plans, including $68 million in the third quarter from the offer of lump sum payments over a limited time to certain active and former employees in the U.S. salaried defined benefit pension plan. In addition, in the first nine months of 2025, pension termination benefits charges of $4 million and $1 million were recorded related to the exit of employees under an approved rationalization plan and the sale of the OTR tire business, respectively.
In the first nine months of 2024, a pension settlement credit of $5 million was recorded in Other (Income) Expense. The settlement credit resulted from a premium refund related to the purchase of a group annuity contract for the Cooper Tire U.S. salaried defined benefit pension plan in 2023.
We also provide certain U.S. employees and employees at certain non-U.S. subsidiaries with health care benefits or life insurance benefits upon retirement. Other postretirement benefits (income) expense for three months ended September 30, 2025 and 2024 was $(1) million and $1 million, respectively, and for the nine months ended September 30, 2025 and 2024 was $(1) million and $5 million, respectively.
We expect to contribute $20 million to $30 million to our funded non-U.S. pension plans in 2025. For the three and nine months ended September 30, 2025, we contributed $8 million and $21 million, respectively, to our non-U.S. plans.
The expense recognized for our contributions to defined contribution savings plans for the three months ended September 30, 2025 and 2024 was $30 million and $34 million, respectively, and for the nine months ended September 30, 2025 and 2024 was $92 million and $104 million, respectively.
NOTE 12. STOCK COMPENSATION PLANS
Our Board of Directors granted 2.1 million restricted stock units and 1.0 million performance share units during the nine months ended September 30, 2025 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 $9.73 for restricted stock units and $9.31 for performance share units granted during the nine months ended September 30, 2025.
We recognized stock-based compensation expense of $6 million and $17 million during the three and nine months ended September 30, 2025, respectively. At September 30, 2025, unearned compensation cost related to the unvested portion of all stock-based awards was approximately $23 million and is expected to be recognized over the remaining vesting period of the respective grants, through the third quarter of 2028. We recognized stock-based compensation expense of $6 million and $15 million during the three and nine months ended September 30, 2024, respectively.
NOTE 13. COMMITMENTS AND CONTINGENT LIABILITIES
Environmental Matters
We have recorded liabilities totaling $77 million and $81 million at September 30, 2025 and December 31, 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, $20 million and $24 million were included in Other Current Liabilities at September 30, 2025 and December 31, 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 $161 million and $158 million for anticipated costs related to workers’ compensation at September 30, 2025 and December 31, 2024, respectively. Of these amounts, $28 million and $31 million were included in Other Current Liabilities as part of Compensation and Benefits at September 30, 2025 and December 31, 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
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our loss development factors based on actuarial analyses. At September 30, 2025 and December 31, 2024, the liability was discounted using a risk-free rate of return. At September 30, 2025, we estimate that it is reasonably possible that the liability could exceed our recorded amounts by approximately $25 million.
General and Product Liability and Other Litigation
We have recorded liabilities for both asserted and unasserted claims totaling $409 million and $406 million, including related legal fees expected to be incurred, for potential product liability and other tort claims, including asbestos claims, at September 30, 2025 and December 31, 2024, respectively. Of these amounts, $81 million and $60 million were included in Other Current Liabilities at September 30, 2025 and December 31, 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 30, 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 Accounts Receivable of $4 million and within Other Assets of $2 million for SRI's 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 164,800 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 $601 million through September 30, 2025 and $589 million through December 31, 2024.
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.

(Dollars in millions) | Nine Months Ended September 30, 2025 |  | Year Ended December 31, 2024 |
Pending claims, beginning of period | 35,400 |  |  | 35,800 |  |
New claims filed | 600 |  |  | 900 |  |
Claims settled/dismissed | (3,600) |  |  | (1,300) |  |
Pending claims, end of period | 32,400 |  |  | 35,400 |  |
Payments(1) | $ | 11 |  |  | $ | 14 |  |
(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 $116 million and $115 million at September 30, 2025 and December 31, 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 $64 million and $63 million at September 30, 2025 and December 31, 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, $11 million was included in Current Assets as part of Accounts Receivable at both September 30, 2025 and December 31, 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.
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We believe that, at December 31, 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.
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.
Following an audit by the IRS, we received a Notice of Proposed Adjustment ("NOPA") during the second quarter of 2025 related to an intercompany sale of certain intellectual property in 2021. The IRS proposes to disallow income recognition totaling $1.5 billion associated with this transaction. The federal tax charge related to that income recognition was fully offset by the utilization of $315 million of then-existing deferred tax assets, including tax loss carryforwards and foreign tax credits.
We disagree with the IRS’s position as stated in the NOPA and plan to challenge the proposed adjustments through the established IRS administrative procedures. Based on the information currently available, we believe that it is more likely than not that our tax position will be sustained upon review; therefore, no changes have been made to our reserve for uncertain tax positions relating to the NOPA. In addition, our U.S. deferred tax assets are in a full valuation allowance as of September 30, 2025. The ultimate resolution of this matter is uncertain, and if the income recognition associated with the transaction is disallowed, we will not be able to use a portion of the deferred tax assets that we utilized to offset the related federal taxes.
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
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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 $29 million at both September 30, 2025 and December 31, 2024. We issue guarantees to financial institutions or other entities on behalf of certain of our affiliates, lessors or customers. We generally do not require collateral in connection with the issuance of these guarantees.
In 2015, as a result of the dissolution of the global alliance with SRI, we issued a guarantee of $46 million to an insurance company related to SRI's obligation to pay certain outstanding workers' compensation claims of a formerly consolidated joint venture entity. As of September 30, 2025, this guarantee amount has been reduced to $15 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, LLC of up to $130 million. The carrying value of our net investment in TireHub was $64 million and $110 million, which includes an outstanding loan receivable of $113 million and $119 million, including $2 million of interest, at September 30, 2025 and December 31, 2024, respectively, and was included in Other Assets on our Consolidated Balance Sheets. Our investment in TireHub is accounted for under the equity method of accounting and, as such, includes our 50% share of the net income (losses) of TireHub.
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 nine months of 2025, we did not repurchase any shares from employees.
NOTE 15. ACCUMULATED OTHER COMPREHENSIVE LOSS
The following tables present changes in AOCL, by component, for the nine months ended September 30, 2025 and 2024, after tax and minority interest.

(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 | (10) |  |  | — |  |  | (3) |  |  | — |  |  | (13) |  |
Amounts reclassified from accumulated other comprehensive income (loss) | 8 |  |  | — |  |  | 143 |  |  | — |  |  | 151 |  |
Balance at September 30, 2025 | $ | (1,707) |  |  | $ | 1 |  |  | $ | (2,000) |  |  | $ | — |  |  | $ | (3,706) |  |

(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 | (24) |  |  | — |  |  | 28 |  |  | — |  |  | 4 |  |
Amounts reclassified from accumulated other comprehensive income (loss) | — |  |  | — |  |  | 58 |  |  | 1 |  |  | 59 |  |
Balance at September 30, 2024 | $ | (1,637) |  |  | $ | 1 |  |  | $ | (2,138) |  |  | $ | 2 |  |  | $ | (3,772) |  |

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The following table presents reclassifications out of AOCL:

| Three Months Ended September 30, |  | Nine Months Ended September 30, |  |  |
| 2025 |  | 2024 |  | 2025 |  | 2024 |  |  |
(In millions) (Income) Expense | Amount Reclassified from AOCL |  | Amount Reclassified from AOCL |  | Affected Line Item in the Consolidated Statements of Operations |
Component of AOCL |  |  |
Foreign currency translation adjustment, before tax | $ | — |  |  | $ | — |  |  | $ | 8 |  |  | $ | — |  |  | Net (Gain) Loss on Asset Sales |
Tax effect | — |  |  | — |  |  | — |  |  | — |  |  | United States and Foreign Taxes |
Net of tax | $ | — |  |  | $ | — |  |  | $ | 8 |  |  | $ | — |  |  | Goodyear Net Income (Loss) |
Amortization of prior service cost and unrecognized gains and losses | $ | 25 |  |  | $ | 28 |  |  | $ | 76 |  |  | $ | 82 |  |  | Other (Income) Expense |
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures | 68 |  |  | — |  |  | 70 |  |  | (5) |  |  | Other (Income) Expense |
Unrecognized net actuarial losses and prior service costs, before tax | $ | 93 |  |  | $ | 28 |  |  | $ | 146 |  |  | $ | 77 |  |  |  |
Tax effect | 10 |  |  | (7) |  |  | (3) |  |  | (19) |  |  | United States and Foreign Taxes |
Net of tax | $ | 103 |  |  | $ | 21 |  |  | $ | 143 |  |  | $ | 58 |  |  | Goodyear Net Income (Loss) |
Deferred derivative (gains) losses, before tax | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 1 |  |  | Cost of Goods Sold |
Tax effect | — |  |  | — |  |  | — |  |  | — |  |  | United States and Foreign Taxes |
Net of tax | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 1 |  |  | Goodyear Net Income (Loss) |
Total reclassifications | $ | 103 |  |  | $ | 21 |  |  | $ | 151 |  |  | $ | 59 |  |  | Goodyear Net Income (Loss) |

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

| Three Months Ended September 30, |  | Nine Months Ended September 30, |
(In millions) | 2025 |  | 2024 |  | 2025 |  | 2024 |
Net Income (Loss) Attributable to Minority Shareholders | $ | (2) |  |  | $ | 1 |  |  | $ | 28 |  |  | $ | (6) |  |
Other Comprehensive Income (Loss): |  |  |  |  |  |  |  |
Foreign currency translation | (1) |  |  | 8 |  |  | 7 |  |  | 4 |  |
Other Comprehensive Income (Loss) | $ | (1) |  |  | $ | 8 |  |  | $ | 7 |  |  | $ | 4 |  |
Comprehensive Income (Loss) Attributable to Minority Shareholders | $ | (3) |  |  | $ | 9 |  |  | $ | 35 |  |  | $ | (2) |  |

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NOTE 16. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
As discussed in Note 1, in preparing the consolidated financial statements as of and for the three and nine months ended September 30, 2025, we identified errors in our previously issued financial statements related to our historical computation of currency remeasurement of our foreign operations in Turkey, which was designated as a highly inflationary economy beginning April 1, 2022. The identified errors impacted our previously issued 2022, 2023 and 2024 annual and interim financial statements. There were no impacts on previously reported cash flows from operating, investing and financing activities in any prior periods.
We evaluated the errors in accordance with SEC Staff Accounting Bulletin Nos. 99 and 108 and determined that the related impacts were not material in any previously issued annual or interim financial statements. We revised the prior period amounts presented in these financial statements to correct the errors. The applicable notes to the accompanying financial statements have also been corrected to reflect the impact of the revisions of the previously filed consolidated interim financial statements.
The following tables reflect the impact of the revision to the specific line items presented in our previously reported financial information.
Impacts to Consolidated Statements of Operations and Comprehensive Income (in millions, except per share data)

| Nine Months Ended September 30, 2024 |  | Three Months Ended September 30, 2024
| As Reported | Revision | As Revised |  | As Reported | Revision | As Revised
Cost of Goods Sold | $ | 11,218 |  | $ | 13 |  | $ | 11,231 |  |  | $ | 3,881 |  | $ | 1 |  | $ | 3,882 |
Other Expense (1) | $ | 87 |  | $ | 8 |  | $ | 95 |  |  | $ | 35 |  | $ | 1 |  | $ | 36 |
Net Loss | $ | (12) |  | $ | (21) |  | $ | (33) |  |  | $ | (34) |  | $ | (2) |  | $ | (36) |
Minority Shareholders’ Net Income (Loss) | $ | (6) |  | $ | — |  | $ | (6) |  |  | $ | — |  | $ | 1 |  | $ | 1 |
Goodyear Net Loss | $ | (6) |  | $ | (21) |  | $ | (27) |  |  | $ | (34) |  | $ | (3) |  | $ | (37) |
Comprehensive Income (Loss) | $ | 55 |  | $ | (21) |  | $ | 34 |  |  | $ | 44 |  | $ | (2) |  | $ | 42 |
Comprehensive Income (Loss) Attributable to Minority Shareholders | $ | (2) |  | $ | — |  | $ | (2) |  |  | $ | 8 |  | $ | 1 |  | $ | 9 |
Goodyear Comprehensive Income (Loss) | $ | 57 |  | $ | (21) |  | $ | 36 |  |  | $ | 36 |  | $ | (3) |  | $ | 33 |
Basic EPS | $ | (0.02) |  | $ | (0.07) |  | $ | (0.09) |  |  | $ | (0.12) |  | $ | (0.01) |  | $ | (0.13) |
Diluted EPS | $ | (0.02) |  | $ | (0.07) |  | $ | (0.09) |  |  | $ | (0.12) |  | $ | (0.01) |  | $ | (0.13) |
(1) Other Expense also reflects the reclassification of Net (Gain) Loss on Asset Sales of $(1) million for the three months ended September 30, 2024 and $(95) million for the nine months ended September 30, 2024, to conform to the current presentation.

Impacts to Consolidated Balance Sheets and Statements of Shareholders' Equity (in millions)

| December 31, 2024
| As Reported | Revision | As Revised
Inventories | $ | 3,597 |  | $ | (43) |  | $ | 3,554 |
Total Current Assets | $ | 7,632 |  | $ | (43) |  | $ | 7,589 |
Total Assets | $ | 20,964 |  | $ | (43) |  | $ | 20,921 |
Accounts Payable — Trade | $ | 4,052 |  | $ | 40 |  | $ | 4,092 |
Total Current Liabilities | $ | 7,337 |  | $ | 40 |  | $ | 7,377 |
Total Liabilities | $ | 16,058 |  | $ | 40 |  | $ | 16,098 |
Retained Earnings | $ | 5,156 |  | $ | (75) |  | $ | 5,081 |
Goodyear Shareholders' Equity | $ | 4,756 |  | $ | (75) |  | $ | 4,681 |
Minority Shareholders' Equity | $ | 150 |  | $ | (8) |  | $ | 142 |
Total Shareholders' Equity | $ | 4,906 |  | $ | (83) |  | $ | 4,823 |
Total Liabilities and Shareholders' Equity | $ | 20,964 |  | $ | (43) |  | $ | 20,921 |

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
All per share amounts are diluted and refer to Goodyear net income (loss).
OVERVIEW
The Goodyear Tire & Rubber Company (the "Company," "Goodyear," "we," "us" or "our") is one of the world’s leading manufacturers of tires, with one of the most recognizable brand names in the world and operations in most regions of the world. We have a broad global footprint with 51 manufacturing facilities in 19 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 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 $1.3 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. During the nine months ended September 30, 2025, the Goodyear Forward plan provided $580 million in benefits to segment operating income.
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”). Yokohama acquired our OTR tire business for a purchase price of $905 million in cash, subject to certain adjustments set forth in 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, and a product supply agreement, pursuant to which we will supply to Yokohama certain OTR tires for an initial period of up to five years, subject to the 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 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.
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 (as amended, 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, we received gross proceeds of $735 million at closing for the Dunlop brand, related intellectual property and other intangible assets, the transition support fee and the tire inventory. We allocated $105 million of those proceeds related to the up-front transition support fee to deferred income, which will be recognized over the combined lives of the transition license and transition offtake agreements. We also allocated $86 million of those proceeds to deferred income for tire inventory in Europe that will not transfer ownership until the termination of the transition license agreement. The deferred amounts related to the transition agreements and inventory are presented in operating activities and the $526 million purchase price is presented in investing activities on our Consolidated Statements of Cash Flows.
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On October 31, 2025, we completed the $650 million sale of our polymer chemicals business (the “Chemical Business”) pursuant to the Asset Purchase Agreement (the “Chemical Purchase Agreement”) with G-3 Chickadee Purchaser, LLC, a Delaware limited liability company (the “Purchaser”). At the closing, we received gross cash proceeds of approximately $580 million, which reflects working capital adjustments, including an adjustment for intercompany receivables. The purchase price remains subject to customary post-closing adjustments as set forth in the Chemical Purchase Agreement. The assets acquired and the liabilities assumed by the Purchaser are generally those primarily related to the Chemical Business, including our chemical plants in Houston, Texas and Beaumont, Texas and a research and development facility in Akron, Ohio.
In conjunction with the sale of the Chemical Business, we also entered into a number of ancillary agreements including (a) a master supply agreement, pursuant to which the Purchaser will, or will cause its affiliates to, supply to us certain polymer chemical products for a period of fifteen (15) years, (b) a transition services agreement, pursuant to which we will provide certain transition services to the Purchaser for the Chemical Business for a period of up to eighteen (18) months, and (c) a patent and know-how license agreement, pursuant to which the Purchaser will license back to us certain intellectual property related to the Chemical Business for use in connection with certain retained businesses. As a result of the transaction, considering the purchase price and related adjustments, amounts allocated to deferred revenue and transaction costs, and based upon the net assets of the Chemical Business as of September 30, 2025, we estimate we will record a pre-tax gain of approximately $135 million during the fourth quarter of 2025.
Our results for the third quarter of 2025 include a 5.9% decrease in tire unit sales compared to 2024 due to lower global tire volume. In the third quarter of 2025, we experienced approximately $51 million of inflationary cost pressures.
Net sales in the third quarter of 2025 were $4,645 million, compared to $4,824 million in the third quarter of 2024. Net sales decreased in 2025 primarily due to lower global tire volume and the impacts of our divestitures, primarily the sale of the OTR tire business. These decreases were partially offset by global increases in price and product mix, the positive impact of changes in foreign exchange rates and benefits from the Goodyear Forward plan.
In the third quarter of 2025, Goodyear net loss was $2,195 million, or $7.62 per share, compared to Goodyear net loss of $37 million, or $0.13 per share, in the third quarter of 2024. The change in Goodyear net loss was primarily due to the change in U.S. and Foreign Tax Expense, primarily related to the establishment of a full valuation allowance on our net deferred tax assets in the U.S., a non-cash goodwill impairment charge and pension settlement charges.
Total segment operating income for the third quarter of 2025 was $287 million, compared to $346 million in the third quarter of 2024. The $59 million decrease was primarily due to increased conversion costs of $110 million, driven by inflation, higher raw material costs of $81 million, higher SAG of $51 million when excluding Goodyear Forward savings, lower tire volume of $50 million, higher other costs of $39 million, primarily related to tariffs and inflation, and the impact of the sale of the OTR tire business of $16 million. These decreases were partially offset by benefits from the Goodyear Forward plan of $185 million and benefits from price and product mix of $100 million. Refer to "Results of Operations — Segment Information" for additional information.
Net sales in the first nine months of 2025 were $13,363 million, compared to $13,931 million in the first nine months of 2024. Net sales decreased in 2025 primarily due to lower global tire volume, the impacts of our divestitures, primarily the sale of the OTR tire business, and the negative impact of changes in foreign exchange rates. These decreases were partially offset by favorable price and product mix, higher sales in other tire-related businesses, primarily due to growth in Fleet Solutions in EMEA and higher aviation sales in Americas, and benefits from the Goodyear Forward plan.
In the first nine months of 2025, Goodyear net loss was $1,826 million, or $6.35 per share, compared to Goodyear net loss of $27 million, or $0.09 per share, in the first nine months of 2024. The change in Goodyear net loss was primarily due to the change in U.S. and Foreign Tax Expense, primarily related the establishment of a full valuation allowance on our net deferred tax assets in the U.S., a non-cash goodwill impairment charge and lower segment operating income, partially offset by gains on the sales of the OTR tire business and the Dunlop brand.
Total segment operating income for the first nine months of 2025 was $641 million, compared to $920 million in the first nine months of 2024. The $279 million decrease was primarily due to higher raw material costs of $433 million, increased conversion costs of $215 million, driven by inflation, higher SAG of $147 million when excluding Goodyear Forward savings, increased tariffs and inflation of $123 million, lower tire volume of $120 million, the impact of the sale of the OTR tire business of $45 million, and the negative impact of changes in foreign exchange rates of $10 million. These decreases were partially offset by benefits from the Goodyear Forward plan of $580 million and global improvements in price and product mix of $259 million. Refer to "Results of Operations —Segment Information" for additional information.
Liquidity
On February 19, 2025, we redeemed our remaining $500 million 9.5% senior notes due 2025 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest.
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On May 19, 2025, we amended and restated our first lien revolving credit facility. The principal change to the facility was the extension of its maturity from 2026 to 2030.
On June 3, 2025, we issued $500 million in aggregate principal amount of 6.625% senior notes due 2030.
On June 30, 2025, we redeemed $400 million and, on July 3, 2025, we redeemed the remaining $500 million of our 5% senior notes due 2026 at redemption prices equal to 100% of the principal amount redeemed plus accrued and unpaid interest, using the net proceeds from the 6.625% senior notes due 2030, together with cash and cash equivalents.
At September 30, 2025, we had $810 million of cash and cash equivalents as well as $2,547 million of unused availability under our various credit agreements, compared to $810 million and $3,555 million, respectively, at December 31, 2024. Net cash provided by investing activities was $663 million, primarily representing proceeds from the sales of the OTR tire business and the Dunlop brand, as well as other asset dispositions, of $1,332 million, partially offset by capital expenditures of $649 million, and net cash provided by financing activities was $92 million, primarily due to net borrowings of $97 million, partially offset by net cash used for operating activities of $716 million, reflecting the Company's cash used for working capital of $1,210 million and the Company's net loss of $1,798 million for the period, which reflected significant non-cash items of $1,345 million for provision for deferred income taxes, goodwill impairment of $674 million, and net gains on asset sales of $700 million. Refer to "Liquidity and Capital Resources" for additional information.
Outlook
In the fourth quarter of 2025, we expect our global tire unit volume to decline approximately 4% compared to the fourth quarter of 2024, driven by lower consumer replacement volume due to high channel inventories in the U.S. and the European Union.
We expect our raw material costs to decrease approximately $5 million in the fourth quarter of 2025 compared to the fourth quarter of 2024. In addition, we expect to benefit from approximately $135 million of price and product mix improvements, driven by previously implemented pricing actions and customer contracts indexed to changes in raw materials. Natural and synthetic rubber prices and other commodity prices historically have been volatile, and our raw 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 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 to complete our Goodyear Forward transformation plan in 2025, with fourth quarter benefits from the program of approximately $180 million and full year benefits of approximately $750 million in segment operating income.
We expect non-raw material inflation, tariffs and other costs to be approximately $190 million higher in the fourth quarter of 2025 compared to the fourth quarter of 2024, driven by a global inflation rate of approximately 3% and U.S. tariff impacts. We now expect annualized tariff costs of approximately $300 million on finished goods and raw materials. 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.
For the full year of 2025, we expect working capital to be a use of cash of approximately $150 million and our capital expenditures to be approximately $875 million. We estimate our rationalization payments to be approximately $450 million, as we continue to take actions to improve our cost structure.
Refer to "Item 1A. Risk Factors" in the 2024 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.
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RESULTS OF OPERATIONS
CONSOLIDATED
Three Months Ended September 30, 2025 and 2024
Net sales in the third quarter of 2025 were $4,645 million, decreasing $179 million, or 3.7%, from $4,824 million in the third quarter of 2024. Goodyear net loss was $2,195 million, or $7.62 per share, in the third quarter of 2025, compared to Goodyear net loss of $37 million, or $0.13 per share, in the third quarter of 2024.
Net sales decreased in the third quarter of 2025 primarily due to lower global tire volume of $227 million, the impact of the sale of the OTR tire business of $140 million, excluding product supply agreement revenue of $65 million, and the impact of the sale of the Dunlop brand of $8 million. These decreases were partially offset by global improvements in price and product mix of $61 million, the positive impact of changes in foreign exchange rates of $61 million, primarily in EMEA, and benefits from the Goodyear Forward plan of $16 million.
Worldwide tire unit sales in the third quarter of 2025 were 40.0 million units, decreasing 2.5 million units, or 5.9%, from 42.5 million units in the third quarter of 2024. Replacement tire volume decreased globally by 2.6 million units, or 8.5%. OE tire volume increased by 0.1 million units, or 1.2%, driven by EMEA.
Cost of Goods Sold ("CGS") in the third quarter of 2025 was $3,801 million, decreasing $81 million, or 2.1%, from $3,882 million in the third quarter of 2024. CGS decreased primarily due to lower tire volume of $177 million, savings related to the Goodyear Forward plan of $132 million and benefits related to divestitures, primarily the sale of the OTR tire business, of $59 million. These decreases were partially offset by higher conversion costs of $110 million, higher raw material costs of $81 million, foreign currency translation of $44 million and an increase in asset write-offs, accelerated depreciation and accelerated lease charges of $32 million. CGS in the third quarter of 2024 included a benefit of $20 million ($15 million after-tax and minority) from insurance proceeds for property damage and business interruptions resulting from storm damage events in prior years and $3 million ($2 million after-tax and minority) as a result of the Debica fire, primarily comprised of repair costs.
CGS in the third quarter of 2025 and 2024 included pension expense of $3 million and $4 million, respectively. CGS in the third quarter of 2025 included $11 million of incremental savings from rationalization plans. CGS was 81.8% of sales in the third quarter of 2025, compared to 80.5% in the third quarter of 2024.
SAG in the third quarter of 2025 was $676 million, increasing $13 million, or 2.0%, from $663 million in the third quarter of 2024. SAG increased primarily due to $31 million related to inflation and wages and benefits, $27 million of other costs including claims reserves, foreign currency translation of $10 million and increased advertising costs of $4 million. These increases were partially offset by savings related to the Goodyear Forward plan of $36 million, benefits related to divestitures, primarily the sale of the OTR tire business, of $9 million, and a decrease in accelerated lease costs and asset write-offs of $3 million. SAG in the third quarter of 2025 also included costs related to the Goodyear Forward plan of $4 million ($4 million after-tax and minority), compared to $14 million ($11 million after-tax and minority) in the third quarter of 2024, primarily related to third-party advisory, legal and consulting fees and costs associated with planned asset sales.
SAG in the third quarter of 2025 and 2024 included pension expense of $2 million and $3 million, respectively. SAG in the third quarter of 2025 included $6 million of incremental savings from rationalization plans. SAG was 14.6% of sales in the third quarter of 2025, compared to 13.7% in the third quarter of 2024.
We recorded a goodwill impairment charge of $674 million ($674 million after-tax and minority) in the third quarter of 2025 related to our North America reporting unit. We recorded an intangible asset impairment charge of $125 million ($94 million after-tax and minority) in the third quarter of 2024 primarily related to our lower tier indefinite-lived intangible assets related to the acquisition of Cooper Tire.
We recorded net rationalization charges of $21 million ($21 million after-tax and minority) in the third quarter of 2025 and $11 million ($9 million after-tax and minority) in the third quarter of 2024. Net rationalization charges in the third quarter of 2025 primarily related to the plan to close our manufacturing facility in Kariega, South Africa ("Kariega"), the elimination of commercial tire production at our Danville, Virginia tire manufacturing facility ("Danville"), the closures of our Fulda, Germany tire manufacturing facility (“Fulda”) and our Fürstenwalde, Germany tire manufacturing facility (“Fürstenwalde”), and the plan to reduce SAG headcount in Americas and Corporate. Net rationalization charges in the third quarter of 2024 primarily related to a reduction in headcount in Americas, partially offset by reversals primarily related to our rationalization and workforce reorganization plan in EMEA due to voluntary attrition. For further information, refer to Note to the Consolidated Financial Statements No. 4, Costs Associated with Rationalization Programs.
CGS and SAG in the third quarter of 2025 included $55 million ($55 million after-tax and minority) of asset write-offs, accelerated depreciation and accelerated lease charges, primarily related to the closures of Fulda and Fürstenwalde, the elimination of commercial tire production at Danville and the closure of Kariega. CGS and SAG in the third quarter of 2024 included $25 million ($23 million after-tax and minority) of asset write-offs, accelerated depreciation and accelerated lease
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charges, primarily related to plans to improve our cost structure through announced closures of our Fulda, Fürstenwalde and Malaysia tire manufacturing facilities, as well as the closure of a development center and warehouse in the U.S.
Interest expense in the third quarter of 2025 was $114 million, decreasing $21 million, or 15.6%, from $135 million in the third quarter of 2024. The average interest rate was 5.74% in the third quarter of 2025 compared to 6.17% in the third quarter of 2024. The average debt balance was $7,946 million in the third quarter of 2025 compared to $8,751 million in the third quarter of 2024.
The third quarter of 2025 included net losses on asset sales of $1 million ($1 million after-tax and minority), compared to net gains of $1 million in the third quarter of 2024.
Other (Income) Expense in the third quarter of 2025 was $91 million of expense, compared to $36 million of expense in the third quarter of 2024. The change in Other (Income) Expense was primarily due to a pension settlement charge of $68 million ($68 million after-tax and minority), an increase in net foreign currency exchange losses of $6 million and a decrease in interest income of $5 million, partially offset by an increase in royalty and other income of $12 million. The third quarter of 2025 included transaction costs of $4 million ($4 million after-tax and minority), primarily related to the anticipated sale of the Chemical Business. The third quarter of 2024 included transaction costs of $11 million ($9 million after-tax and minority) related to the sale of the OTR business.
In the third quarter of 2025, we recorded income tax expense of $1,464 million on a loss before income taxes of $733 million. Income tax expense for the three months ended September 30, 2025 included net discrete tax expense of $1,450 million ($1,450 million after minority interest), primarily related to the establishment of a full valuation allowance on our net deferred tax assets in the U.S. In the third quarter of 2024, we recorded income tax expense of $9 million on a loss before income taxes of $27 million. Income tax expense for the three months ended September 30, 2024 includes net discrete tax expense of $7 million ($7 million after minority interest).
We record taxes based on overall estimated annual effective tax rates. The difference between our effective tax rate and the U.S. statutory rate of 21% for the three months ended September 30, 2025 was mainly impacted by the establishment of a full valuation allowance on our net deferred tax assets of $1.4 billion in the U.S. The difference between our effective tax rate and the U.S. statutory rate of 21% for the three months ended September 30, 2024 primarily related to losses in foreign jurisdictions in which no tax benefits were recorded.
For further information regarding income taxes and the realizability of our deferred tax assets, refer to Note to the Consolidated Financial Statements No. 6, Income Taxes.
There was $2 million of minority shareholders’ net loss in the third quarter of 2025, compared to $1 million of net income in the third quarter of 2024.
Nine Months Ended September 30, 2025 and 2024
Net sales in the first nine months of 2025 were $13,363 million, decreasing $568 million, or 4.1%, from $13,931 million in the first nine months of 2024. Goodyear net loss was $1,826 million, or $6.35 per share, in the first nine months of 2025, compared to Goodyear net loss of $27 million, or $0.09 per share, in the first nine months of 2024.
Net sales decreased in the first nine months of 2025 primarily due to lower tire volume of $540 million, the impact of the sale of the OTR tire business of $395 million, excluding product supply agreement revenue of $202 million, the negative impact of changes in foreign exchange rates of $88 million, primarily in Americas and Asia Pacific, and the impact of the sale of the Dunlop brand of $46 million. These decreases were partially offset by favorable price and product mix of $207 million, higher sales in other tire-related businesses of $49 million, primarily due to growth in Fleet Solutions in EMEA and higher aviation sales in Americas, and benefits from the Goodyear Forward plan of $45 million.
Worldwide tire unit sales in the first nine months of 2025 were 116.4 million units, decreasing 6.6 million units, or 5.4%, from 123.0 million units in the first nine months of 2024. Replacement tire volume decreased globally by 6.2 million units, or 7.0%. OE tire volume decreased by 0.4 million units, or 1.2%, driven by Asia Pacific.
CGS in the first nine months of 2025 was $11,019 million, decreasing $212 million, or 1.9%, from $11,231 million in the first nine months of 2024. CGS decreased primarily due to savings related to the Goodyear Forward plan of $431 million, lower tire volume of $420 million, benefits related to divestitures, primarily the sale of the OTR tire business, of $154 million, and lower global product mix of $52 million. These decreases were partially offset by higher raw material costs of $433 million, higher conversion costs of $215 million, higher costs in other tire-related businesses of $51 million, primarily related Fleet Solutions in EMEA, an increase in asset write-offs, accelerated depreciation and accelerated lease charges of $38 million, primarily related to the closures of Fulda and Fürstenwalde, the elimination of commercial tire production at Danville and the closure of Kariega, and a benefit received in 2024 related to a reduction in U.S. duty rates on various commercial tires from China of $14 million. CGS in the first nine months of 2024 included a benefit of $39 million ($30 million after-tax and minority) from insurance proceeds for property damages and business interruptions resulting from storm damage events in prior years, a net benefit from insurance recoveries related to the Debica fire of $30 million ($17 million after-tax and minority), a favorable $8
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million ($6 million after-tax and minority) tax item in Brazil and a $3 million ($3 million after-tax and minority) charge related to a flood in South Africa.
CGS in the first nine months of 2025 and 2024 included pension expense of $9 million and $11 million, respectively. CGS in the first nine months of 2025 included $19 million of incremental savings from rationalization plans. CGS was 82.5% of sales in the first nine months of 2025, compared to 80.6% in the first nine months of 2024.
SAG in the first nine months of 2025 was $2,018 million, decreasing $72 million, or 3.4%, from $2,090 million in the first nine months of 2024. SAG decreased primarily due to savings related to the Goodyear Forward plan of $103 million, benefits related to divestitures, primarily the sale of the OTR tire business, of $38 million, a decrease in asset write-offs, accelerated depreciation and accelerated lease charges of $16 million and foreign currency translation of $8 million. These decreases were partially offset by an increase of $73 million related to inflation and wages and benefits, an increase in other costs of $65 million including claims reserves and increased advertising costs of $29 million. SAG in the first nine months of 2025 also included costs related to the Goodyear Forward plan of $9 million ($9 million after-tax and minority) compared to $81 million ($61 million after-tax and minority) in the first nine months of 2024, primarily related to third-party advisory, legal and consulting fees and costs associated with planned asset sales.
SAG in the first nine months of 2025 and 2024 included pension expense of $7 million and $9 million, respectively. SAG in the first nine months of 2025 included $25 million of incremental savings from rationalization plans. SAG was 15.1% of sales in the first nine months of 2025, compared to 15.0% in the first nine months of 2024.
We recorded a goodwill impairment charge of $674 million ($674 million after-tax and minority) in the first nine months of 2025 related to our North America reporting unit. We recorded an intangible asset impairment charge of $125 million ($94 million after-tax and minority) in the first nine months of 2024 primarily related to our lower tier indefinite-lived intangible assets related to the acquisition of Cooper Tire.
We recorded net rationalization charges of $161 million ($140 million after-tax and minority) in the first nine months of 2025 and $52 million ($40 million after-tax and minority) in the first nine months of 2024. Net rationalization charges in the first nine months of 2025 primarily related to the plan to close Kariega, the elimination of commercial tire production at Danville, the closures of Fulda and Fürstenwalde, and the plan to reduce SAG headcount in Americas and Corporate. Net rationalization charges in the first nine months of 2024 primarily related to the closures of our Malaysia, Melksham, Fulda and Fürstenwalde tire manufacturing facilities, as well as the closure of a development center and warehouse in the U.S., and the plan to open a new shared services center in Costa Rica, partially offset by reversals related to our rationalization and workforce reorganization plan in EMEA due to voluntary attrition. For further information, refer to Note to the Consolidated Financial Statements No. 4, Costs Associated with Rationalization Programs.
CGS and SAG in the first nine months of 2025 included $142 million ($131 million after-tax and minority) of asset write-offs, accelerated depreciation and accelerated lease charges, primarily related to the closures of Fulda and Fürstenwalde, the elimination of commercial tire production at Danville and the closure of Kariega. CGS and SAG in the first nine months of 2024 included $119 million ($101 million after-tax and minority) of asset write offs, accelerated depreciation and accelerated lease charges, primarily related to plant closures in Asia Pacific and EMEA, closure of a development center in the U.S. and the exit of our retail operations in Australia and New Zealand.
Interest expense in the first nine months of 2025 was $341 million, decreasing $50 million, or 12.8%, from $391 million in the first nine months of 2024. The average interest rate was 5.73% in the first nine months of 2025 compared to 6.24% in the first nine months of 2024. The average debt balance was $7,930 million in the first nine months of 2025 compared to $8,355 million in the first nine months of 2024.
The first nine months of 2025 include net gains on asset sales of $700 million ($628 million after-tax and minority), primarily due to an estimated gain of $385 million ($367 million after-tax and minority) on the sale of the Dunlop brand, an estimated gain of $255 million on the sale of the OTR tire business ($231 million after-tax and minority), and other asset sales of $60 million ($30 million after-tax and minority), compared to net gains on asset and other sales of $87 million ($61 million after-tax and minority) in the first nine months of 2024, primarily due to the sale of distribution centers in EMEA and Americas.
Other (Income) Expense in the first nine months of 2025 was $147 million of expense, compared to $95 million of expense in the first nine months of 2024. The change in Other (Income) Expense was primarily due to pension settlement charges of $72 million ($71 million after-tax and minority) in the first nine months of 2025 compared to a pension settlement credit of $5 million ($4 million after-tax and minority) in the first nine months of 2024, partially offset by an increase in royalty and other income of $27 million. The first nine months of 2025 included transaction costs of $10 million ($7 million after-tax and minority), primarily related to the sale of the Chemical Business, compared to transaction costs of $11 million ($9 million after-tax and minority) related to the sale of the OTR business in the first nine months of 2024. The first nine months of 2024 included a favorable $2 million ($1 million after-tax and minority) tax item in Brazil.
For the first nine months of 2025, we recorded income tax expense of $1,501 million on a loss before income taxes of $297 million. Income tax expense for the nine months ended September 30, 2025 included net discrete tax expense of $1,446 million
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($1,446 million after minority interest). Discrete tax expense was primarily related to the establishment of a full valuation allowance on our net deferred tax assets in the U.S.
In the first nine months of 2024, we recorded income tax expense of $75 million on income before income taxes of $42 million. Income tax expense for the nine months ended September 30, 2024 included net discrete tax expense of $6 million ($6 million after minority interest).
We record taxes based on overall estimated annual effective tax rates. The difference between our effective tax rate and the U.S. statutory rate of 21% for the nine months ended September 30, 2025 was mainly impacted by the establishment of a full valuation allowance on our net deferred tax assets of $1.4 billion in the U.S. The difference between our effective tax rate and the U.S. statutory rate of 21% for the nine months ended September 30, 2024 primarily related to losses in foreign jurisdictions in which no tax benefits were recorded and the discrete items noted above.
In the U.S., we have a cumulative loss for the three-year period ending September 30, 2025 primarily driven by non-recurring items such as goodwill and intangible asset impairments, rationalization charges, pension curtailments and settlements, and one-time costs associated with the Goodyear Forward plan.
For the quarter ended September 30, 2025, due to industry disruption and various macroeconomic factors such as the impact of tariff, transportation, labor and energy costs, our U.S. operating results and future forecasted U.S. earnings have declined. In addition, the One Big Beautiful Bill Act ("OBBBA") was enacted in the third quarter, which reinstates the business interest expense limitation. The reduction in current and expected future earnings in the third quarter, as a result of industry disruption, represents significant negative evidence in the assessment of the realizability of our deferred tax assets. We concluded that as of September 30, 2025, it is more likely than not that our U.S. net deferred tax assets will not be fully realized and recorded a non-cash charge of $1.4 billion to establish a full valuation allowance in the U.S. We intend to maintain a valuation allowance until sufficient positive evidence exists to support realization of these deferred tax assets.
At September 30, 2025 and December 31, 2024, we had approximately $1.4 billion and $1.3 billion, respectively, of U.S. federal, state and local net deferred tax assets, and related valuation allowances totaling $1.4 billion and $26 million, respectively. As of September 30, 2025, approximately $1.2 billion of these U.S. net deferred tax assets had unlimited lives and approximately $200 million had limited lives, and the majority do not start to expire until 2030. As of 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, and the majority do not start to expire until 2030.
At September 30, 2025 and December 31, 2024, we also had approximately $1.6 billion and $1.5 billion, respectively, of foreign net deferred tax assets and related valuation allowances of approximately $1.3 billion and $1.2 billion, respectively. Our losses in various foreign taxing jurisdictions in recent periods represented sufficient negative evidence to require us to maintain a full valuation allowance against certain of these net foreign deferred tax assets. Most notably, in Luxembourg, we maintain a valuation allowance of approximately $1.1 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.
On July 4, 2025, OBBBA was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of tax treatment for certain business provisions. We do not expect a material impact from OBBBA on our 2025 operating tax rates. We will continue to assess the impact on us as regulations develop in the future.
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.
For further information regarding income taxes and the realizability of our deferred tax assets, refer to Note to the Consolidated Financial Statements No. 6, Income Taxes.
Minority shareholders’ net income in the first nine months of 2025 was $28 million, primarily related to the sale of property in Asia Pacific, compared to a net loss of $6 million in the first nine months of 2024.
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SEGMENT INFORMATION
Segment information reflects our strategic business units (“SBUs”), which are organized to meet customer requirements and global competition and are segmented on a regional basis.
Results of operations are measured based on net sales to unaffiliated customers and segment operating income. Each segment exports tires to other segments. The financial results of each segment exclude sales of tires exported to other segments, but include operating income derived from such transactions. Segment operating income is computed as follows: Net Sales less CGS (excluding asset write-off and accelerated depreciation charges) and SAG (including certain allocated corporate administrative expenses). Segment operating income also includes certain royalties and equity in earnings of most affiliates. Segment operating income does not include net rationalization charges, asset sales, goodwill and other impairment charges, and certain other items.
Total segment operating income for the third quarter of 2025 was $287 million, a decrease of $59 million, or 17.1%, from $346 million in the third quarter of 2024. Total segment operating margin in the third quarter of 2025 was 6.2%, compared to 7.2% in the third quarter of 2024. Total segment operating income for the first nine months of 2025 was $641 million, a decrease of $279 million, or 30.3%, from $920 million in the first nine months of 2024. Total segment operating margin in the first nine months of 2025 was 4.8%, compared to 6.6% in the first nine months of 2024.
Management believes that total segment operating income is useful because it represents the aggregate value of income created by our SBUs and excludes items not directly related to the SBUs for performance evaluation purposes. Total segment operating income is the sum of the individual SBUs’ segment operating income. Refer to Note to the Consolidated Financial Statements No. 8, Business Segments, for further information and for a reconciliation of total segment operating income to Income (Loss) before Income Taxes.
Americas

| Three Months Ended September 30, |  | Nine Months Ended September 30, |
(In millions) | 2025 |  | 2024 |  | Change |  | Percent Change |  | 2025 |  | 2024 |  | Change |  | Percent Change |
Tire Units | 19.6 |  | 21.0 |  | (1.4) |  | (6.5) | % |  | 57.1 |  | 59.6 |  | (2.5) |  | (4.1) | % |
Net Sales | $ | 2,737 |  | $ | 2,858 |  | $ | (121) |  |  | (4.2) | % |  | $ | 7,901 |  | $ | 8,143 |  | $ | (242) |  |  | (3.0) | % |
Operating Income | 206 |  | 251 |  | (45) |  |  | (17.9) | % |  | 502 |  | 671 |  | (169) |  |  | (25.2) | % |
Operating Margin | 7.5 | % |  | 8.8 | % |  |  |  |  |  | 6.4 | % |  | 8.2% |  |  |  |  |

Three Months Ended September 30, 2025 and 2024
Americas unit sales in the third quarter of 2025 decreased 1.4 million units, or 6.5%, to 19.6 million units. Replacement tire volume decreased 1.4 million units, or 8.1%, primarily due to a decrease in our consumer business, driven by increased competitiveness in the U.S. from the lower tier market and short-term impacts resulting from changes in our distribution strategy. OE tire volume remained flat.
Net sales in the third quarter of 2025 were $2,737 million, decreasing $121 million, or 4.2%, from $2,858 million in the third quarter of 2024. The decrease in net sales was primarily due to lower tire volume of $151 million, the impact of the sale of the OTR tire business of $37 million, excluding product supply agreement revenue of $34 million, and decreased sales in other tire-related businesses of $10 million, primarily due to decreased third-party chemical sales. These decreases were partially offset by favorable price and product mix of $25 million and a $16 million benefit related to the Goodyear Forward plan.
Operating income in the third quarter of 2025 was $206 million, decreasing $45 million, or 17.9%, from $251 million in the third quarter of 2024. The decrease in operating income was due to higher conversion costs of $84 million, driven by the effect of lower tire production on fixed cost absorption and inflation, higher raw material costs of $52 million, higher SAG of $37 million, lower tire volume of $32 million, a $20 million benefit received in 2024 related to insurance proceeds for property damage and business interruptions resulting from storm damage in prior years, and higher transportation and imported tire costs of $15 million. These decreases were partially offset by a $140 million benefit related to the Goodyear Forward plan and favorable price and product mix of $51 million. Operating income for the third quarter of 2025 includes incremental savings from rationalization plans of $6 million.
Operating income in the third quarter of 2025 excluded a non-cash goodwill impairment charge of $674 million, asset write-offs, accelerated depreciation and accelerated lease costs of $20 million, net rationalization charges of $4 million and net gains on asset sales of $3 million. Operating income in the third quarter of 2024 excluded a non-cash intangible asset impairment charge of $125 million, net rationalization charges of $5 million and asset write-offs, accelerated depreciation and accelerated lease costs of $1 million.
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Nine Months Ended September 30, 2025 and 2024
Americas unit sales in the first nine months of 2025 decreased 2.5 million units, or 4.1%, to 57.1 million units. Replacement tire volume decreased 2.2 million units, or 4.5%, primarily due to a decrease in our consumer business, driven by increased competitiveness in the U.S. from the lower tier market. OE tire volume decreased 0.3 million units, or 2.5%, primarily due to weakness in the OE industry in North America.
Net sales in the first nine months of 2025 were $7,901 million, decreasing $242 million, or 3.0%, from $8,143 million in the first nine months of 2024. The decrease in net sales was primarily due to lower tire volume of $271 million, the impact of the sale of the OTR tire business of $114 million, excluding product supply agreement revenue of $111 million, and the negative impact of changes in foreign exchange rates of $90 million, primarily related to the weakening of the Brazilian real and Mexican peso. These decreases were partially offset by favorable price and product mix of $54 million and a $45 million benefit related to the Goodyear Forward plan.
Operating income in the first nine months of 2025 was $502 million, decreasing $169 million, or 25.2%, from $671 million in the first nine months of 2024. The decrease in operating income was due to higher raw material costs of $266 million, higher conversion costs of $174 million, driven by the effect of lower tire production on fixed cost absorption and inflation, higher SAG of $101 million, lower tire volume of $60 million, higher transportation and imported tire costs of $52 million, and a $39 million benefit received in 2024 related to insurance proceeds for property damage and business interruptions resulting from storm damage events in prior years. These decreases were partially offset by a $427 million benefit related to the Goodyear Forward plan and favorable price and product mix of $102 million. Operating income for 2025 included incremental savings from rationalization plans of $20 million.
Operating income in the first nine months of 2025 excluded a non-cash goodwill impairment charge of $674 million, net rationalization charges of $76 million, asset write-offs, accelerated depreciation and accelerated lease costs of $62 million, and net gains on asset sales of $4 million. Operating income in the first nine months of 2024 excluded a non-cash intangible asset impairment charge of $125 million, net rationalization charges of $20 million, net gains on asset sales of $14 million, and asset write-offs, accelerated depreciation and accelerated lease costs of $11 million.
Europe, Middle East and Africa

| Three Months Ended September 30, |  | Nine Months Ended September 30, |
(In millions) | 2025 |  | 2024 |  | Change |  | Percent Change |  | 2025 |  | 2024 |  | Change |  | Percent Change |
Tire Units | 12.0 |  | 12.2 |  | (0.2) |  | (2.4) | % |  | 35.6 |  | 36.3 |  | (0.7) |  | (2.1) | % |
Net Sales | $ | 1,407 |  | $ | 1,348 |  | $ | 59 |  |  | 4.4 | % |  | $ | 4,028 |  | $ | 3,974 |  | $ | 54 |  |  | 1.4 | % |
Operating Income | 30 |  | 23 |  | 7 |  |  | 30.4 | % |  | — |  | 54 |  | (54) |  |  | (100.0) | % |
Operating Margin | 2.1 | % |  | 1.7% |  |  |  |  |  | — | % |  | 1.4 | % |  |  |  |  |

Three Months Ended September 30, 2025 and 2024
EMEA unit sales in the third quarter of 2025 decreased 0.2 million units, or 2.4%, to 12.0 million units. Replacement tire volume decreased 0.8 million units, or 8.6%, mainly driven by our consumer business, reflecting market softness and increased competition from the lower tier market. OE tire volume increased 0.6 million units, or 18.7%, primarily in our consumer business, reflecting share gains driven by new fitments.
Net sales in the third quarter of 2025 were $1,407 million, increasing $59 million, or 4.4%, from $1,348 million in the third quarter of 2024. The increase in net sales was primarily driven by the positive impact of changes in foreign exchange rates of $57 million, driven by a stronger euro, Polish zloty and British pound, partially offset by a weaker Turkish lira, improvements in price and product mix of $36 million, and higher sales in other tire-related businesses of $14 million, primarily due to growth in Fleet Solutions. These increases were partially offset by the impact of the sale of the OTR tire business of $51 million, excluding product supply agreement revenue of $30 million, and lower tire volume of $27 million.
Operating income in the third quarter of 2025 was $30 million, increasing $7 million, or 30.4%, from operating income of $23 million in the third quarter of 2024. The increase in operating income was primarily driven by favorable price and product mix of $46 million and benefits related to the Goodyear Forward plan of $25 million. These increases were partially offset by higher raw material costs of $24 million, higher conversion costs of $16 million, higher SAG of $11 million, lower volume of $6 million, lower earnings in other tire-related business of $4 million and decreased earnings of $4 million due to the sale of the OTR tire business. Operating income for third quarter of 2025 included incremental savings from rationalization plans of $12 million.
Operating income in the third quarter of 2025 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $33 million and net rationalization charges of $16 million. Operating income in the third quarter of 2024 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $17 million and net rationalization reversals of $2 million.
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Nine Months Ended September 30, 2025 and 2024
EMEA unit sales in the first nine months of 2025 decreased 0.7 million units, or 2.1%, to 35.6 million units. Replacement tire volume decreased 1.7 million units, or 6.6%, mainly driven by our consumer business, reflecting market softness and increased competition from the lower tier market. OE tire volume increased 1.0 million units, or 10.3%, primarily in our consumer business, reflecting share gains driven by new fitments.
Net sales in the first nine months of 2025 were $4,028 million, increasing $54 million, or 1.4%, from $3,974 million in the first nine months of 2024. The increase in net sales was primarily driven by improvements in price and product mix of $121 million, higher sales in the other tire-related businesses of $44 million, primarily due to growth in Fleet Solutions, and the positive impact of changes in foreign exchange rates of $10 million, driven by a stronger euro, British pound and Polish zloty, partially offset by a weaker Turkish lira. These increases were partially offset by lower tire volume of $73 million and the impact of the sale of the OTR tire business of $141 million, excluding product supply agreement revenue of $89 million.
Operating income in the first nine months of 2025 was flat, decreasing $54 million from operating income of $54 million in the first nine months of 2024. The change in operating income was primarily due to higher raw material costs of $122 million, a net benefit from insurance recoveries last year related to the Debica fire of $46 million, higher SAG of $43 million, higher conversion costs of $28 million, lower earnings in other tire-related businesses of $17 million, primarily due to mileage contracts, and lower tire volume of $14 million. These decreases were partially offset by favorable price and product mix of $119 million and benefits related to the Goodyear Forward plan of $97 million. Operating income for the first nine months of 2025 included incremental savings from rationalization plans of $24 million.
Operating income in the third quarter of 2025 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $75 million and net rationalizations charges of $71 million. Operating income in the first nine months of 2024 excluded an $80 million net gain on asset sales, asset write-offs, accelerated depreciation and accelerated lease costs of $50 million, and net rationalization charges of $8 million.
Asia Pacific

| Three Months Ended September 30, |  | Nine Months Ended September 30, |
(In millions) | 2025 |  | 2024 |  | Change |  | Percent Change |  | 2025 |  | 2024 |  | Change |  | Percent Change |
Tire Units | 8.4 |  | 9.3 |  | (0.9) |  | (9.2) | % |  | 23.7 |  | 27.1 |  | (3.4) |  | (12.4) | % |
Net Sales | $ | 501 |  | $ | 618 |  | $ | (117) |  |  | (18.9) | % |  | $ | 1,434 |  | $ | 1,814 |  | $ | (380) |  |  | (20.9) | % |
Operating Income | 51 |  | 72 |  | (21) |  |  | (29.2) | % |  | 139 |  | 195 |  | (56) |  |  | (28.7) | % |
Operating Margin | 10.2% |  | 11.7% |  |  |  |  |  | 9.7% |  | 10.7% |  |  |  |  |

Three Months Ended September 30, 2025 and 2024
Asia Pacific unit sales in the third quarter of 2025 decreased 0.9 million units, or 9.2%, to 8.4 million units. Replacement tire volume decreased 0.4 million units, or 9.7%, driven by actions taken to reduce lower margin business and softness in consumer replacement. OE tire volume decreased 0.5 million units, or 8.8%, primarily in China.
Net sales in the third quarter of 2025 were $501 million, decreasing $117 million, or 18.9%, from $618 million in the third quarter of 2024. The decrease in net sales was primarily related to the sale of the OTR tire business of $52 million, excluding product supply agreement revenue of $1 million, lower tire volume of $49 million, lower sales in other tire-related business of $9 million, and the sale of the Dunlop brand of $8 million.
Operating income in the third quarter of 2025 was $51 million, decreasing $21 million, or 29.2%, from $72 million in the third quarter of 2024. The decrease in operating income was primarily due to decreased earnings of $15 million due to the sale of the OTR tire business, lower tire volume of $12 million, higher conversion costs of $10 million, and higher raw material costs of $5 million. These decreases were partially offset by benefits related to the Goodyear Forward plan of $20 million.
Operating income in the third quarter of 2025 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $2 million. Operating income in the third quarter of 2024 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $7 million, net rationalization charges of $1 million, and net gains on asset sales of $1 million.
Nine Months Ended September 30, 2025 and 2024
Asia Pacific unit sales in the first nine months of 2025 decreased 3.4 million units, or 12.4%, to 23.7 million units. Replacement tire volume decreased 2.3 million units, or 16.4%, driven by actions taken to reduce lower margin business and softness in consumer replacement. OE tire volume decreased 1.1 million units, or 8.2%, primarily in China.
Net sales in the first nine months of 2025 were $1,434 million, decreasing $380 million, or 20.9%, from $1,814 million in the first nine months of 2024. The decrease in net sales was primarily due to lower tire volume of $196 million, the sale of the
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OTR tire business of $140 million, excluding product supply agreement revenue of $2 million, and the sale of the Dunlop brand of $46 million. These decreases were partially offset by favorable price and product mix of $32 million.
Operating income in the first nine months of 2025 was $139 million, decreasing $56 million, or 28.7%, from $195 million in the first nine months of 2024. The decrease in operating income was primarily due to decreased earnings of $52 million due to the sale of the OTR tire business, lower tire volume of $46 million, higher raw material costs of $45 million, higher conversion costs of $13 million, and decreased earnings from other tire-related businesses of $4 million. These decreases were partially offset by benefits related to the Goodyear Forward plan of $56 million, favorable price and product mix of $38 million and other cost savings of $14 million.
Operating income in the first nine months of 2025 excluded net gains on asset sales of $55 million, asset write-offs, accelerated depreciation and accelerated lease costs of $5 million and net rationalization charges of $1 million. Operating income in the first nine months of 2024 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $37 million, net rationalization charges of $14 million, and net gains on asset sales of $1 million.
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity are cash generated from our operating and financing activities. Our cash flows from operating activities are driven primarily by our operating results and changes in our working capital requirements and our cash flows from financing activities are dependent upon our ability to access credit or other capital.
At both September 30, 2025 and December 31, 2024, we had $810 million in cash and cash equivalents. For the nine months ended September 30, 2025, net cash used for operating activities was $716 million, reflecting the Company's cash used for working capital of $1,210 million and the Company's net loss of $1,798 million, which included significant non-cash items of $1,345 million for provision for deferred income taxes, goodwill impairment of $674 million and net gains on asset sales of $700 million. Net cash provided by investing activities was $663 million, primarily representing proceeds from the sales of the OTR tire business and the Dunlop brand, as well as other asset dispositions, of $1,332 million, partially offset by capital expenditures of $649 million. Net cash provided by financing activities was $92 million, primarily due to net borrowings of $97 million.
At September 30, 2025, we had $2,547 million of unused availability under our various credit agreements, compared to $3,555 million at December 31, 2024. The table below presents unused availability under our credit facilities at those dates:

(In millions) | September 30, 2025 |  | December 31, 2024 |
First lien revolving credit facility | $ | 1,424 |  |  | $ | 2,049 |  |
European revolving credit facility | 493 |  |  | 832 |  |
Chinese credit facilities | 474 |  |  | 500 |  |
Mexican credit facility | — |  |  | — |  |
Other foreign and domestic debt | 156 |  |  | 174 |  |
| $ | 2,547 |  |  | $ | 3,555 |  |

We have deposited our cash and cash equivalents and entered into various credit agreements and derivative contracts with financial institutions that we considered to be substantial and creditworthy at the time of such transactions. We seek to control our exposure to these financial institutions by diversifying our deposits, credit agreements and derivative contracts across multiple financial institutions, by setting deposit and counterparty credit limits based on long term credit ratings and other indicators of credit risk such as credit default swap spreads and default probabilities, and by monitoring the financial strength of these financial institutions on a regular basis. We also enter into master netting agreements with counterparties when possible. By controlling and monitoring exposure to financial institutions in this manner, we believe that we effectively manage the risk of loss due to nonperformance by a financial institution. However, we cannot provide assurance that we will not experience losses or delays in accessing our deposits or lines of credit due to the nonperformance of a financial institution. Our inability to access our cash deposits or make draws on our lines of credit, or the inability of a counterparty to fulfill its contractual obligations to us, could have a material adverse effect on our liquidity, financial condition or results of operations in the period in which it occurs.
We expect our 2025 full-year cash flow needs to include capital expenditures of approximately $875 million. We also expect interest expense to be approximately $450 million; rationalization payments to be approximately $450 million; income tax payments to be approximately $160 million, excluding one-time items; and contributions to our funded pension plans to be $25 million to $50 million. We expect working capital to be a use of cash of approximately $150 million, reflecting the impact of tariffs in 2025.
We are continuing to actively monitor our liquidity and intend to operate our business in a way that allows us to address our cash flow needs with our existing cash and available credit if they cannot be funded by cash generated from operating or other
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financing activities. We believe that our liquidity position is adequate to fund our operating and investing needs and debt maturities for the next twelve months and to provide us with the ability to respond to further changes in the business environment.
Our ability to service debt and operational requirements is also dependent, in part, on the ability of our subsidiaries to make distributions of cash to various other entities in our consolidated group, whether in the form of dividends, loans or otherwise. In certain countries where we operate, such as China, South Africa, Serbia and Argentina, transfers of funds into or out of such countries by way of dividends, loans, advances or payments to third-party or affiliated suppliers are generally or periodically subject to certain requirements, such as obtaining approval from the foreign government and/or currency exchange board before net assets can be transferred out of the country. In addition, certain of our credit agreements and other debt instruments limit the ability of foreign subsidiaries to make distributions of cash. Thus, we would have to repay and/or amend these credit agreements and other debt instruments in order to use this cash to service our consolidated debt. Because of the inherent uncertainty of satisfactorily meeting these requirements or limitations, we do not consider the net assets of our subsidiaries, including our Chinese, South African, Serbian and Argentinian subsidiaries, which are subject to such requirements or limitations to be integral to our liquidity or our ability to service our debt and operational requirements. At September 30, 2025, approximately $761 million of net assets, including approximately $169 million of cash and cash equivalents, were subject to such requirements. The requirements we must comply with to transfer funds out of China, South Africa, Serbia and Argentina have not adversely impacted our ability to make transfers out of those countries.
Operating Activities
Net cash used for operating activities was $716 million in the first nine months of 2025, compared to net cash used for operating activities of $591 million in the first nine months of 2024. The $125 million increase in net cash used for operating activities was primarily due to a higher use of working capital in the first nine months of 2025 compared to 2024 of $107 million.
The increase in cash used for working capital reflects an increase in cash used for Inventory of $187 million, partially offset by a decrease in cash used for Accounts Receivable of $53 million and Accounts Payable — Trade of $27 million. These changes were driven by lower sales volume and the timing of accounts receivable collections in the first nine months of 2025 compared to the first nine months of 2024.
Investing Activities
Net cash provided by investing activities was $663 million in the first nine months of 2025, compared to net cash used for investing activities of $759 million in the first nine months of 2024. The $1,422 million increase in net cash provided by investing activities was primarily due to net cash provided by the sales of the OTR tire business and the Dunlop brand, as well as other asset dispositions, of $1,332 million in the first nine months of 2025, compared to $110 million in the first nine months of 2024. Capital expenditures were $649 million in the first nine months of 2025, compared to $912 million in the first nine months of 2024.
Financing Activities
Net cash provided by financing activities was $92 million in the first nine months of 2025, compared to net cash provided by financing activities of $1,315 million in the first nine months of 2024. The $1,223 million decrease in cash provided by financing activities was primarily related to net borrowings of $97 million in the first nine months of 2025, compared to net borrowings of $1,366 million in the first nine months of 2024.
Credit Sources
In aggregate, we had total credit arrangements of $10,545 million available at September 30, 2025, of which $2,547 million were unused, compared to $11,223 million available at December 31, 2024, of which $3,555 million were unused. At September 30, 2025, we had long term credit arrangements totaling $9,706 million, of which $2,319 million were unused, compared to $10,352 million and $3,263 million, respectively, at December 31, 2024. At September 30, 2025, we had short term committed and uncommitted credit arrangements totaling $839 million, of which $228 million were unused, compared to $871 million and $292 million, respectively, at December 31, 2024. The continued availability of the short term uncommitted arrangements is at the discretion of the relevant lenders and may be terminated at any time.
Outstanding Notes
At September 30, 2025, we had $4,392 million of outstanding notes, compared to $5,240 million at December 31, 2024.
On February 19, 2025, we redeemed our remaining $500 million 9.5% senior notes due 2025 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest.
On June 3, 2025, we issued $500 million in aggregate principal amount of 6.625% senior notes due 2030. These notes were sold at 100% of the principal amount and will mature on July 15, 2030.
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On June 30, 2025, we redeemed $400 million of our 5% senior notes due 2026 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest. On July 3, 2025, we redeemed the remaining $500 million of our 5% senior notes due 2026 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest. We used the net proceeds from the 6.625% senior notes, together with cash and cash equivalents, to redeem these notes.
$2.75 billion Amended and Restated First Lien Revolving Credit Facility due 2030
On May 19, 2025, we amended and restated our U.S. first lien revolving credit facility. The principal change to the facility was the extension of its maturity from June 8, 2026 to May 19, 2030. The interest rate for loans under the facility remained at SOFR plus 125 basis points.
Our amended and restated first lien revolving credit facility 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. 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.
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 greater of 50% of the appraised value, if any, of our principal trademarks or $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. In addition, if the amount of outstanding borrowings and letters of credit under the facility exceeds the borrowing base, we would be required to prepay borrowings and/or cash collateralize letters of credit sufficient to eliminate the excess. As of September 30, 2025, our borrowing base was above the facility's stated amount of $2.75 billion.
At September 30, 2025, we had $1,325 million of borrowings and $1 million of letters of credit issued under the revolving credit facility. At December 31, 2024, we had $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.
At September 30, 2025, there were $235 million (€200 million) of borrowings outstanding under the all-borrower tranche, $211 million (€180 million) of borrowings outstanding under the German tranche, and no letters of credit outstanding under the European revolving credit facility. At December 31, 2024, we had no borrowings and no letters of credit outstanding under the European revolving credit facility.
Both our first lien revolving credit facility and our European revolving credit facility have customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition since December 31, 2024 under the first lien facility and December 31, 2021 under the European facility.
Accounts Receivable Securitization Facilities (On-Balance Sheet)
On October 10, 2025, GEBV and certain other of our European subsidiaries amended and restated our pan-European accounts receivable securitization facility. The principal change to the facility was the extension of its maturity from October 19, 2027 to October 18, 2032. 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 2023 through October 2027, the designated maximum amount of the facility is €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.
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The funding commitments under the facility will expire upon the earliest to occur of: (a) October 18, 2032, (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 in October 2027.
The facility has customary representations, warranties, covenants and Early Amortisation Events. In addition, it is an Early Amortisation Event under the facility if GEBV’s ratio of Consolidated Net GEBV Indebtedness to Consolidated GEBV EBITDA for a period of four consecutive fiscal quarters is greater than 3.0 to 1.0 at the end of any fiscal quarter. This financial covenant is substantially similar to the covenant included in our European revolving credit facility.
At September 30, 2025, the amounts available and utilized under this program totaled $242 million (€206 million). At December 31, 2024, the amounts available and utilized under this program totaled $227 million (€218 million). The program does not qualify for sale accounting, and accordingly, these amounts are included in Long Term Debt and Finance Leases.
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 30, 2025, the gross amount of receivables sold was $752 million, compared to $773 million at December 31, 2024.
Letters of Credit
At September 30, 2025, we had $227 million in letters of credit issued under bilateral letter of credit agreements and other foreign credit facilities. The majority of these letter of credit agreements are in lieu of security deposits.
Supplier Financing
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 $902 million and $775 million at September 30, 2025 and December 31, 2024, respectively. The amounts confirmed to the financial institutions were $587 million and $604 million at September 30, 2025 and December 31, 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.
Further Information
For a further description of the terms of our outstanding notes, first lien revolving credit facility, European revolving credit facility and pan-European accounts receivable securitization facility, refer to Note to the Consolidated Financial Statements No. 16, Financing Arrangements and Derivative Financial Instruments, in our 2024 Form 10‑K and Note to the Consolidated Financial Statements No. 9, Financing Arrangements and Derivative Financial Instruments, in this Form 10-Q.
Covenant Compliance
Our first lien revolving credit facility contains certain covenants that, among other things, limit our ability to incur additional debt or issue redeemable preferred stock, pay dividends, repurchase shares or make certain other restricted payments or investments, incur liens, sell assets, incur restrictions on the ability of our subsidiaries to pay dividends or to make other payments to us, enter into affiliate transactions, engage in sale and leaseback transactions, and consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. The indentures governing our notes also contain certain covenants that, among other things, limit our ability to incur liens, engage in sale and leaseback transactions, and consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. These covenants are subject to significant exceptions and qualifications. Our first lien revolving credit facility and the indentures governing our notes also have customary defaults, including cross-defaults to material indebtedness of Goodyear and its subsidiaries.
We have an additional financial covenant in our first lien revolving credit facility that is currently not applicable. We become subject to that financial covenant when the aggregate amount of our Parent Company (The Goodyear Tire & Rubber Company) and guarantor subsidiaries cash and cash equivalents (“Available Cash”) plus our availability under our first lien revolving credit facility is less than $275 million. If this were to occur, our ratio of EBITDA to Consolidated Interest Expense may not be
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less than 2.0 to 1.0 for the most recent period of four consecutive fiscal quarters. As of September 30, 2025, our unused availability under this facility of $1,424 million, plus our Available Cash of $124 million, totaled $1,548 million, which is in excess of $275 million.
In addition, our European revolving credit facility contains non-financial covenants similar to the non-financial covenants in our first lien revolving credit facility that are described above, similar non-financial covenants specifically applicable to GEBV and its subsidiaries, and a financial covenant applicable only to GEBV and its subsidiaries. This financial covenant provides that we are not permitted to allow GEBV’s ratio of Consolidated Net GEBV Indebtedness to Consolidated GEBV EBITDA for a period of four consecutive fiscal quarters to be greater than 3.0 to 1.0 at the end of any fiscal quarter. Consolidated Net GEBV Indebtedness is determined net of the sum of cash and cash equivalents in excess of $100 million held by GEBV and its subsidiaries, cash and cash equivalents in excess of $150 million held by the Parent Company and its U.S. subsidiaries, and availability under our first lien revolving credit facility if the ratio of EBITDA to Consolidated Interest Expense described above is not applicable and the conditions to borrowing under the first lien revolving credit facility are met. Consolidated Net GEBV Indebtedness also excludes loans from other consolidated Goodyear entities. This financial covenant is also included in our pan-European accounts receivable securitization facility. At September 30, 2025, we were in compliance with this financial covenant.
Our credit facilities also state that we may only incur additional debt or make restricted payments that are not otherwise expressly permitted if, after giving effect to the debt incurrence or the restricted payment, our ratio of EBITDA to Consolidated Interest Expense for the prior four fiscal quarters would exceed 2.0 to 1.0. Our credit facilities also permit the incurrence of additional debt through other provisions in those agreements without regard to our ability to satisfy the ratio-based incurrence test described above. We believe that these other provisions provide us with sufficient flexibility to incur additional debt necessary to meet our operating, investing and financing needs without regard to our ability to satisfy the ratio-based incurrence test.
Covenants could change based upon a refinancing or amendment of an existing facility, or additional covenants may be added in connection with the incurrence of new debt.
At September 30, 2025, we were in compliance with the currently applicable material covenants imposed by our principal credit facilities and indentures.
The terms “Available Cash,” “EBITDA,” “Consolidated Interest Expense,” “Consolidated Net GEBV Indebtedness” and “Consolidated GEBV EBITDA” have the meanings given them in the respective credit facilities.
Potential Future Financings
In addition to the financing activities described above, we may seek to undertake additional financing actions which could include restructuring bank debt or capital markets transactions, possibly including the issuance of additional debt or equity. Given the inherent uncertainty of market conditions, access to the capital markets cannot be assured.
Our future liquidity requirements may make it necessary for us to incur additional debt. However, a substantial portion of our assets are already subject to liens securing our indebtedness. As a result, we are limited in our ability to pledge our remaining assets as security for additional secured indebtedness. In addition, no assurance can be given as to our ability to raise additional unsecured debt.
Dividends and Common Stock Repurchases
Under our primary credit facilities, we are permitted to pay dividends on and repurchase our capital stock (which constitute restricted payments) as long as no default will have occurred and be continuing, additional indebtedness can be incurred under the credit facilities following the payment, and certain financial tests are satisfied.
We do not currently pay a quarterly dividend on our common stock.
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 2025, we did not repurchase any shares from employees.
The restrictions imposed by our credit facilities are not expected to significantly affect our ability to pay dividends or repurchase our capital stock in the future.
Asset Dispositions
Historically, the restrictions on asset sales and sale and leaseback transactions imposed by our material indebtedness have not affected our ability to divest non-core businesses or assets. We may undertake additional asset sales and sale and leaseback transactions in the future. The restrictions imposed by our material indebtedness may require us to seek waivers or amendments of covenants or alternative sources of financing to proceed with future transactions. We cannot assure you that such waivers, amendments or alternative financing could be obtained, or if obtained, would be on terms acceptable to us.
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Supplemental Guarantor Financial Information
Certain of our subsidiaries, which are listed on Exhibit 22.1 to this Quarterly Report on Form 10-Q and are generally holding or operating companies, have guaranteed our obligations under the $700 million outstanding principal amount of 4.875% senior notes due 2027, the $850 million outstanding principal amount of 5% senior notes due 2029, the $500 million outstanding principal amount of 6.625% senior notes due 2030, the $550 million outstanding principal amount of 5.25% senior notes due April 2031, the $600 million outstanding principal amount of 5.25% senior notes due July 2031 and the $450 million outstanding principal amount of 5.625% senior notes due 2033 (collectively, the “Notes”).
The Notes have been issued by The Goodyear Tire & Rubber Company (the “Parent Company”) and are its senior unsecured obligations. The Notes rank equally in right of payment with all of our existing and future senior unsecured obligations and senior to any of our future subordinated indebtedness. The Notes are effectively subordinated to our existing and future secured indebtedness to the extent of the assets securing that indebtedness. The Notes are fully and unconditionally guaranteed on a joint and several basis by each of our wholly-owned U.S. and Canadian subsidiaries that also guarantee our obligations under our first lien revolving credit facility (such guarantees, the “Guarantees”; and, such guaranteeing subsidiaries, the “Subsidiary Guarantors”). The Guarantees are senior unsecured obligations of the Subsidiary Guarantors and rank equally in right of payment with all existing and future senior unsecured obligations of our Subsidiary Guarantors. The Guarantees are effectively subordinated to existing and future secured indebtedness of the Subsidiary Guarantors to the extent of the assets securing that indebtedness.
The Notes are structurally subordinated to all of the existing and future debt and other liabilities, including trade payables, of our subsidiaries that do not guarantee the Notes (the “Non-Guarantor Subsidiaries”). The Non-Guarantor Subsidiaries will have no obligation, contingent or otherwise, to pay amounts due under the Notes or to make funds available to pay those amounts. Certain Non-Guarantor Subsidiaries are limited in their ability to remit funds to us by means of dividends, advances or loans due to required foreign government and/or currency exchange board approvals or limitations in credit agreements or other debt instruments of those subsidiaries.
The Subsidiary Guarantors, as primary obligors and not merely as sureties, jointly and severally irrevocably and unconditionally guarantee on a senior unsecured basis the performance and full and punctual payment when due of all obligations of the Parent Company under the Notes and the related indentures, whether for payment of principal of or interest on the Notes, expenses, indemnification or otherwise. The Guarantees of the Subsidiary Guarantors are subject to release in limited circumstances only upon the occurrence of certain customary conditions.
Although the Guarantees provide the holders of Notes with a direct unsecured claim against the assets of the Subsidiary Guarantors, under U.S. federal bankruptcy law and comparable provisions of U.S. state fraudulent transfer laws, in certain circumstances a court could cancel a Guarantee and order the return of any payments made thereunder to the Subsidiary Guarantor or to a fund for the benefit of its creditors.
A court might take these actions if it found, among other things, that when the Subsidiary Guarantors incurred the debt evidenced by their Guarantee (i) they received less than reasonably equivalent value or fair consideration for the incurrence of the debt and (ii) any one of the following conditions was satisfied:
•the Subsidiary Guarantor was insolvent or rendered insolvent by reason of the incurrence;
•the Subsidiary Guarantor was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or
•the Subsidiary Guarantor intended to incur, or believed (or reasonably should have believed) that it would incur, debts beyond its ability to pay as those debts matured.
In applying the above factors, a court would likely find that a Subsidiary Guarantor did not receive fair consideration or reasonably equivalent value for its Guarantee, except to the extent that it benefited directly or indirectly from the issuance of the Notes. The determination of whether a guarantor was or was not rendered “insolvent” when it entered into its guarantee will vary depending on the law of the jurisdiction being applied. Generally, an entity would be considered insolvent if the sum of its debts (including contingent or unliquidated debts) is greater than all of its assets at a fair valuation or if the present fair salable value of its assets is less than the amount that will be required to pay its probable liability on its existing debts, including contingent or unliquidated debts, as they mature.
Under Canadian federal bankruptcy and insolvency laws and comparable provincial laws on preferences, fraudulent conveyances or other challengeable or voidable transactions, the Guarantees could be challenged as a preference, fraudulent conveyance, transfer at undervalue or other challengeable or voidable transaction. The test to be applied varies among the different pieces of legislation, but as a general matter these types of challenges may arise in circumstances where:
•such action was intended to defeat, hinder, delay, defraud or prejudice creditors or others;
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•such action was taken within a specified period of time prior to the commencement of proceedings under Canadian bankruptcy, insolvency or restructuring legislation in respect of a Subsidiary Guarantor, the consideration received by the Subsidiary Guarantor was conspicuously less than the fair market value of the consideration given, and the Subsidiary Guarantor was insolvent or rendered insolvent by such action and (in some circumstances, or) such action was intended to defraud, defeat or delay a creditor;
•such action was taken within a specified period of time prior to the commencement of proceedings under Canadian bankruptcy, insolvency or restructuring legislation in respect of a Subsidiary Guarantor and such action was taken, or is deemed to have been taken, with a view to giving a creditor a preference over other creditors or, in some circumstances, had the effect of giving a creditor a preference over other creditors; or
•a Subsidiary Guarantor is found to have acted in a manner that was oppressive, unfairly prejudicial to or unfairly disregarded the interests of any shareholder, creditor, director, officer or other interested party.
In addition, in certain insolvency proceedings a Canadian court may subordinate claims in respect of the Guarantees to other claims against a Subsidiary Guarantor under the principle of equitable subordination if the court determines that (1) the holder of Notes engaged in some type of inequitable or improper conduct, (2) the inequitable or improper conduct resulted in injury to other creditors or conferred an unfair advantage upon the holder of Notes and (3) equitable subordination is not inconsistent with the provisions of the relevant solvency statute.
If a court canceled a Guarantee, the holders of Notes would no longer have a claim against that Subsidiary Guarantor or its assets.
Each Guarantee is limited, by its terms, to an amount not to exceed the maximum amount that can be guaranteed by the applicable Subsidiary Guarantor without rendering the Guarantee, as it relates to that Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
Each Subsidiary Guarantor is a consolidated subsidiary of the Parent Company at the date of each balance sheet presented. The following tables present summarized financial information for the Parent Company and the Subsidiary Guarantors on a combined basis after elimination of (i) intercompany transactions and balances among the Parent Company and the Subsidiary Guarantors and (ii) equity in earnings from and investments in any Non-Guarantor Subsidiary.

| Summarized Balance Sheets |
(In millions) | September 30, 2025 |  | December 31, 2024 |
Total Current Assets(1) | $ | 5,932 |  |  | $ | 5,621 |  |
Total Non-Current Assets | 6,105 |  |  | 8,606 |  |
Total Current Liabilities | $ | 2,991 |  |  | $ | 3,420 |  |
Total Non-Current Liabilities | 8,131 |  |  | 7,932 |  |
(1)Includes receivables due from Non-Guarantor Subsidiaries of $1,401 million and $1,824 million as of September 30, 2025 and December 31, 2024, respectively. |

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| Summarized Statements of Operations |
(In millions) | Nine Months Ended September 30, 2025 |  | Year Ended December 31, 2024 |
Net Sales | $ | 7,555 |  |  | $ | 10,402 |  |
Cost of Goods Sold | 6,282 |  |  | 8,427 |  |
Selling, Administrative and General Expense | 1,115 |  |  | 1,495 |  |
Goodwill and Intangible Asset Impairment | 674 |  |  | 125 |  |
Rationalizations | 116 |  |  | 27 |  |
Interest Expense | 297 |  |  | 482 |  |
Other Income | (57) |  |  | (155) |  |
Net (Gains) on Asset Sales | (138) |  |  | (14) |  |
Income (Loss) before Income Taxes(2) | $ | (734) |  |  | $ | 15 |  |
Net Income (Loss) | $ | (2,106) |  |  | $ | 26 |  |
Goodyear Net Income (Loss) | $ | (2,106) |  |  | $ | 26 |  |
(2)Includes income from intercompany transactions with Non-Guarantor Subsidiaries of $379 million for the nine months ended September 30, 2025, primarily from royalties, intercompany product sales, dividends and interest, and $659 million for the year ended December 31, 2024, primarily from royalties, dividends, interest and intercompany product sales. |

CRITICAL ACCOUNTING POLICIES
Goodwill and Intangible Assets. Goodwill and indefinite-lived intangible assets are tested for impairment annually or more frequently if an indicator of impairment is present. Intangible assets with finite lives are amortized over their useful lives and are reviewed for impairment whenever events or circumstances warrant such review. Goodwill and intangible assets are written down to fair value if considered impaired. Goodwill and Intangible Assets totaled $42 million and $670 million, respectively, at September 30, 2025, compared to $756 million and $805 million, respectively, at December 31, 2024. The goodwill associated with the reporting unit in our Asia Pacific segment was $42 million at September 30, 2025. The goodwill associated with the reporting units in our Americas and Asia Pacific segments was $715 million and $41 million, respectively, at December 31, 2024. Goodwill associated with the reporting unit in our Americas segment was allocated to assets held for sale in the second quarter of 2025 in the amount of $41 million in connection with the anticipated sale of our polymer chemicals business, and the remaining $674 million was written off, resulting in a non-cash impairment charge during the third quarter of 2025. We recorded an intangible asset impairment charge of $125 million in the third quarter of 2024 primarily related to our lower tier indefinite-lived intangible assets related to the acquisition of Cooper Tire.
Goodwill and intangible assets with indefinite useful lives are not amortized but are assessed for impairment annually on October 31 with the option to perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of the reporting unit or indefinite-lived intangible asset to its carrying value. In addition to the annual assessment, impairment evaluation is considered during interim periods when events occur or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. During our annual impairment assessment and in subsequent interim periods, we review events that occur or circumstances that change, including the macroeconomic environment, our business performance and our market capitalization, to determine if a quantitative impairment assessment is necessary. We review our business performance and the macroeconomic environment against our recent expectations and evaluate book value compared to market capitalization, including fluctuations in our stock price, to determine if this could be an indicator of potential impairment. Consideration is given as to whether a fluctuation in our stock price is a result of current market conditions, due to a transitory event or an event that is expected to continue to affect us, or is consistent with our historical stock price volatility. We also consider these factors compared to the results of our most recent quantitative goodwill impairment assessment.
Under the qualitative assessment, we assess whether it is more likely than not (defined as a likelihood of more than 50%) that the fair value of our goodwill or indefinite-lived intangible assets is less than the respective carrying values. If it is more likely than not that an impairment exists, then a quantitative impairment assessment is performed. If under the quantitative assessment the fair value is less than the carrying value, an impairment loss will be recorded for the difference between the carrying value and the fair value. Under the quantitative assessment, we estimate the fair value of goodwill using the discounted cash flows of a reporting unit. For indefinite-lived intangible assets we estimate the fair value using discounted cash
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flows following a relief-from-royalty method utilizing a market-based royalty rate. Forecasts of future cash flows are based on our best estimate of projected revenue and projected operating margin, based primarily on sales and production volume, pricing, raw material costs, market share, industry outlook, general economic conditions, and certain strategic actions we plan to implement. Cash flows are discounted using our weighted average cost of capital.
In the third quarter of 2025, we experienced continued industry disruption in Americas, which resulted in a reduction in our near-term and long-term outlook. We also 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, combined with the reduction in outlook, we viewed these events as triggering events for purposes of testing goodwill for impairment 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 and general economic conditions. Based on our interim impairment test, the fair value of the North America reporting unit as of September 30, 2025 was less than its carrying value, resulting in full goodwill impairment and a non-cash charge of $674 million during the third quarter of 2025.
At September 30, 2025, after evaluating macroeconomic conditions and our current and future results of operations, including current results for our Asia Pacific business and brands associated with our indefinite-lived intangible assets, we concluded that there were no triggering events and it was not more likely than not that the fair values of our reporting unit within our Asia Pacific segment or our indefinite-lived intangible assets recorded within our Americas and Asia Pacific segments were less than their respective carrying values and, therefore, did not have any impairment. Future changes in the judgments, assumptions and estimates that are used in our impairment testing for goodwill and indefinite-lived intangible assets, including discount rates and cash flow projections, could result in significantly different estimates of the fair values. A significant reduction in the estimated fair values could result in impairment charges that could adversely affect our results of operations.
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FORWARD-LOOKING INFORMATION — SAFE HARBOR STATEMENT
Certain information in this Form 10-Q (other than historical data and information) may constitute forward-looking statements regarding events and trends that may affect our future operating results and financial position. The words “estimate,” “expect,” “intend” and “project,” as well as other words or expressions of similar meaning, are intended to identify forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Such statements are based on current expectations and assumptions, are inherently uncertain, are subject to risks and should be viewed with caution. Actual results and experience may differ materially from the forward-looking statements as a result of many factors, including:
•if we do not successfully implement the Goodyear Forward plan and our other strategic initiatives, our operating results, financial condition and liquidity may be materially adversely affected;
•we face significant global competition and our market share could decline;
•raw material cost increases may materially adversely affect our operating results and financial condition;
•we have experienced inflationary cost pressures, including with respect to wages, benefits and energy costs, that may materially adversely affect our operating results and financial condition;
•delays or disruptions in our supply chain or in the provision of services, including utilities, to us could result in increased costs or disruptions in our operations;
•a prolonged economic downturn or economic uncertainty could adversely affect our business and results of operations;
•deteriorating economic conditions in any of our major markets, or an inability to access capital markets or third-party financing when necessary, may materially adversely affect our operating results, financial condition and liquidity;
•if we experience a labor strike, work stoppage, labor shortage or other similar event at the Company or its joint ventures, our business, results of operations, financial condition and liquidity could be materially adversely affected;
•financial difficulties, work stoppages, labor shortages, supply disruptions or economic conditions affecting our major OE customers, dealers or suppliers could harm our business;
•our capital expenditures may not be adequate to maintain our competitive position and may not be implemented in a timely or cost-effective manner;
•changes to tariffs, trade agreements or trade restrictions may materially adversely affect our operating results;
•our international operations have certain risks that may materially adversely affect our operating results, financial condition and liquidity;
•we have foreign currency translation and transaction risks that may materially adversely affect our operating results, financial condition and liquidity;
•our long-term ability to meet our obligations, to repay maturing indebtedness or to implement strategic initiatives may be dependent on our ability to access capital markets in the future and to improve our operating results;
•we have a substantial amount of debt, which could restrict our growth, place us at a competitive disadvantage or otherwise materially adversely affect our financial health;
•any failure to be in compliance with any material provision or covenant of our debt instruments, or a material reduction in the borrowing base under our first lien revolving credit facility, could have a material adverse effect on our liquidity and operations;
•our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly;
•we have substantial fixed costs and, as a result, our operating income fluctuates disproportionately with changes in our net sales;
•we may incur significant costs in connection with our contingent liabilities and tax matters;
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•our reserves for contingent liabilities and our recorded insurance assets are subject to various uncertainties, the outcome of which may result in our actual costs being significantly higher than the amounts recorded;
•environmental issues, including climate change, or legal, regulatory or market measures to address environmental issues, may negatively affect our business and operations and cause us to incur significant costs;
•we are subject to extensive government regulations that may materially adversely affect our operating results;
•we may be adversely affected by any disruption in, or failure of, our information technology systems due to computer viruses, unauthorized access, cyber-attack, natural disasters or other similar disruptions;
•we may not be able to protect our intellectual property rights adequately;
•if we are unable to attract and retain key personnel, our business could be materially adversely affected; and
•we may be impacted by economic and supply disruptions associated with events beyond our control, such as war, including the current conflicts between Russia and Ukraine and in the Middle East, acts of terror, political unrest, public health concerns, labor disputes or natural disasters.
It is not possible to foresee or identify all such factors. We will not revise or update any forward-looking statement or disclose any facts, events or circumstances that occur after the date hereof that may affect the accuracy of any forward-looking statement.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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.
Commodity Price Risk
The raw material costs to which our operations are principally exposed include the cost of natural rubber, synthetic rubber, carbon black, fabrics, steel cord and other petrochemical-based commodities. Approximately two-thirds of our raw materials are petroleum-based, the cost of which may be affected by fluctuations in the price of oil. We currently do not hedge commodity prices. We do, however, use various strategies to partially offset cost increases for raw materials, including centralizing purchases of raw materials through our global procurement organization in an effort to leverage our purchasing power, expanding our capabilities to substitute lower cost raw materials, and reducing the amount of material required in each tire.
Interest Rate Risk
We continuously monitor our fixed and floating rate debt mix. Within defined limitations, we manage the mix using refinancing. At September 30, 2025, approximately 38% of our debt was at variable interest rates averaging 5.99%.
The following table presents information about long term fixed rate debt, excluding finance leases, at September 30, 2025:

(In millions) |  |
Carrying amount — liability | $ | 4,504 |  |
Fair value — liability | 4,393 |  |
Pro forma fair value — liability | 4,552 |  |

The pro forma information assumes a 100 basis point decrease in market interest rates at September 30, 2025, and reflects the estimated fair value of fixed rate debt outstanding at that date under that assumption. The sensitivity of our fixed rate debt to changes in interest rates was determined using current market pricing models.
Foreign Currency Exchange Risk
We enter into foreign currency contracts in order to reduce the impact of changes in foreign exchange rates on our consolidated results of operations and future foreign currency-denominated cash flows. These contracts reduce exposure to currency movements affecting existing foreign currency-denominated assets, liabilities, firm commitments and forecasted transactions resulting primarily from trade purchases and sales, equipment acquisitions, intercompany loans and royalty agreements. Contracts hedging short term trade receivables and payables normally have no hedging designation.
The following table presents net foreign currency contract information at September 30, 2025:

(In millions) |  |
Fair value — asset (liability) | $ | (22) |  |
Pro forma decrease in fair value | (235) |  |
Contract maturities | 10/25-9/26 |

The pro forma decrease in fair value assumes a 10% adverse change in underlying foreign exchange rates at September 30, 2025, and reflects the estimated change in the fair value of contracts outstanding at that date under that assumption. The sensitivity of our foreign currency positions to changes in exchange rates was determined using current market pricing models.
Fair values are recognized on the Consolidated Balance Sheet at September 30, 2025 as follows:

(In millions) |  |
Current asset (liability): |  |
Accounts receivable | $ | 5 |  |
Other current liabilities | (27) |  |

For further information on foreign currency contracts, refer to Note to the Consolidated Financial Statements No. 9, Financing Arrangements and Derivative Financial Instruments. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for a discussion of our management of counterparty risk.
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ITEM 4. CONTROLS AND PROCEDURES.
Management’s Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures” which, consistent with Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, we define to mean controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure.
Our management, with the participation of our principal executive and financial officers, has evaluated the effectiveness of our disclosure controls and procedures. Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of September 30, 2025 (the end of the period covered by this Quarterly Report on Form 10-Q).
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Asbestos Litigation
As reported in our Form 10-K for the year ended December 31, 2024, we were one of numerous defendants in legal proceedings in certain state and federal courts involving approximately 35,400 claimants relating to their alleged exposure to materials containing asbestos in products allegedly manufactured by us or asbestos materials present in our facilities. During the first nine months of 2025, approximately 600 claims were filed against us and approximately 3,600 were settled or dismissed. The amounts expended on asbestos defense and claim resolution by us and our insurers during the first nine months of 2025 was $11 million. At September 30, 2025, there were approximately 32,400 asbestos claims pending against us. The plaintiffs are seeking unspecified actual and punitive damages and other relief. Refer to Note to the Consolidated Financial Statements No. 13, Commitments and Contingent Liabilities, for additional information on asbestos litigation.
Environmental Matter
On August 15, 2025, we received a Notice of Violation from the U.S. Environmental Protection Agency alleging violations of the Clean Air Act at our former chemical manufacturing facility in Beaumont, Texas. Potential monetary penalties associated with the alleged violations could exceed our $1 million reporting threshold described below. Goodyear intends to defend this matter, the ultimate outcome of which cannot be predicted at this time.
Other Matters
In addition to the legal proceedings described above and in our 2024 Form 10-K and quarterly reports on Form 10-Q, various other legal actions, indirect tax assessments, claims and governmental investigations and proceedings covering a wide range of matters are pending against us, including claims and proceedings relating to several waste disposal sites that have been identified by the United States Environmental Protection Agency and similar agencies of various states or foreign jurisdictions for remedial investigation and cleanup, which sites were allegedly used by us in the past for the disposal of industrial waste materials. Based on available information, we do not consider any such action, assessment, claim, investigation or proceeding to be material, within the meaning of that term as used in Item 103 of Regulation S-K and the instructions thereto. As permitted by SEC regulations, we use a threshold of $1 million for purposes of determining whether disclosure is required with respect to any environmental proceedings in which a governmental authority is a party and we reasonably believe that such proceeding will result in monetary sanctions (exclusive of interest and costs).
For additional information regarding our legal proceedings, refer to Note to the Consolidated Financial Statements No. 19, Commitments and Contingent Liabilities, and Part I, Item 3, Legal Proceedings, in our 2024 Form 10-K, Part II, Item 1, in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, Part II, Item 1, in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, and Note to the Consolidated Financial Statements No. 13, Commitments and Contingent Liabilities, in this Form 10-Q.
ITEM 1A. RISK FACTORS.
Refer to “Item 1A. Risk Factors” in our 2024 Form 10-K for a discussion of our risk factors.
ITEM 5. OTHER INFORMATION.
During the quarterly period ended September 30, 2025, none of our directors or officers informed us of the adoption, modification or termination of a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as those terms are defined in Regulation S-K, Item 408.
ITEM 6. EXHIBITS.
Refer to the Index of Exhibits, which is by specific reference incorporated into and made a part of this Quarterly Report on Form 10-Q.

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Quarterly Report on Form 10-Q
For the Quarter Ended September 30, 2025
INDEX OF EXHIBITS

Exhibit Table Item No. |  | Description of Exhibit |  | Exhibit Number |
10 |  | Material Contracts |  |  |
(a) |  | Defined Contribution Excess Benefit Plan of the Company, as amended and restated effective as of August 5, 2025. |  | 10.1 |
22 |  | Subsidiary Guarantors of Guaranteed Securities |  |  |
(a) |  | List of Subsidiary Guarantors. |  | 22.1 |
31 |  | Rule 13a-14(a) Certifications |  |  |
(a) |  | Certificate of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. |  | 31.1 |
(b) |  | Certificate of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. |  | 31.2 |
32 |  | Section 1350 Certifications |  |  |
(a) |  | Certificate of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934. |  | 32.1 |
101 |  | Interactive Data Files |  |  |
|  | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |  | 101.INS |
|  | Inline XBRL Taxonomy Extension Schema Document. |  | 101.SCH |
104 |  | Cover Page Interactive Data File |  |  |
|  | The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL (included as Exhibit 101). |  |  |

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

|  | THE GOODYEAR TIRE & RUBBER COMPANY
|  | (Registrant)
Date: | November 4, 2025 | By | /s/ M ARGARET V. S NYDER
|  | Margaret V. Snyder, Vice President and Controller (Signing on behalf of the Registrant as a duly authorized officer of the Registrant and signing as the Principal Accounting Officer of the Registrant.)

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