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GOODYEAR TIRE & RUBBER CO /OH/

For the period ended Mar 31, 2025. Filed May 8, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 8, 2025

GT$4.18-4.1%Stored close · as of Nov 9, 2026

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 months ended March 31, 2025 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2025.

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. We are currently assessing the impact of this standards update on our disclosures in the notes to the consolidated financial statements.

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.

Principles of Consolidation

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

Assets and Liabilities Held for Sale

Assets and liabilities are classified as held for sale when management approves and commits to a formal plan to actively market the assets for sale at a price reasonable in relation to their estimated fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets is probable and expected to be completed within one year, and it is unlikely that significant changes will be made to the plan. When all of these criteria have been met, the assets and liabilities are classified as held for sale in the balance sheet. Assets classified as held for sale are reported at the lower of their carrying value or fair value less costs to sell. Depreciation of assets ceases upon designation as held for sale. At March 31, 2025, assets classified as held for sale of $197 million related to the sale of the Dunlop brand were included within Assets Held for Sale in the Consolidated Balance Sheets. At December 31, 2024, assets classified as held for sale of $466 million and liabilities classified as held for sale of $51 million related to the sale of our off-the-road ("OTR") tire business were included within Assets Held for Sale and Other Current Liabilities, respectively, inthe Consolidated Balance Sheets. Refer to Note to the Consolidated Financial Statements No. 2, Divestitures, for additional information.

Restricted Cash

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

March 31,
(In millions)20252024
Cash and Cash Equivalents$902$893
Restricted Cash7661
Total Cash, Cash Equivalents and Restricted Cash$978$954

Restricted Cash primarily represents amounts required to be set aside for accounts receivable factoring programs. The restrictions lapse when cash from factored accounts receivable is remitted to the purchaser of those receivables. At both March 31, 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 gains on asset sales were $262 million for the quarter ended March 31, 2025 and net losses on asset sales were $2 million for the quarter ended March 31, 2024. None of our divestitures meet the criteria for presentation as discontinued operations as they do not represent a strategic shift that will have a major effect on our operations or financial results.

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

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

On May 7, 2025, we completed the sale of our rights to the Dunlop brand in Europe, North America and Oceania for consumer, commercial and other specialty tires, together with certain associated intellectual property and other intangible assets, for a purchase price of $526 million to Sumitomo Rubber Industries, Ltd. ("SRI") pursuant to the terms of the Purchase Agreement, dated as of January 7, 2025 (the "Dunlop Purchase Agreement"). SRI also paid us an up-front transition support fee of $105 million for our support in transitioning the Dunlop brand, related intellectual property and Dunlop customers to SRI. SRI also acquired our existing Dunlop tire inventory for approximately $104 million. We also entered into a number of ancillary agreements, including (a) a transition license agreement, pursuant to which we will continue to manufacture, sell and distribute Dunlop-branded consumer tires in Europe from the closing of the transaction until December 31, 2025, and during which we will pay SRI a royalty on such Dunlop sales; (b) a transition offtake agreement, pursuant to which we will sell to SRI certain Dunlop-branded consumer tire products for a period of up to five years, commencing after termination or expiration of the transition license agreement; and (c) we will license back the Dunlop brand from SRI for commercial tires in Europe on a long-term basis, subject to a royalty on sales. As a result of the transaction, considering the receipt of the purchase price and based upon the net assetsof the Dunlop brand as of March 31, 2025, we estimate we will record a pre-tax gain of approximately $395 million during the second quarter of 2025.

NOTE 3. NET SALES

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

Europe, Middle East
(In millions)Americasand AfricaAsia PacificTotal
Tire unit sales$2,008$1,116$451$3,575
Other tire and related sales17512421320
Retail services and service related sales18137—218
Chemical sales133——133
Other5—27
Net Sales by reportable segment$2,502$1,277$474$4,253
Europe, Middle East
(In millions)Americasand AfricaAsia PacificTotal
Tire unit sales$2,122$1,186$574$3,882
Other tire and related sales18313218333
Retail services and service related sales169299207
Chemical sales110——110
Other4—15
Net Sales by reportable segment$2,588$1,347$602$4,537

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

When we receive consideration from a customer prior to transferring goods or services under the terms of a sales contract, we record deferred revenue, which represents a contract liability. Deferred revenue included in Other Current Liabilities in the Consolidated Balance Sheets totaled $28 millionand$13 million at March 31, 2025 and December 31, 2024, respectively. Deferred revenue included in Other Long Term Liabilities in the Consolidated Balance Sheets totaled $79 millionand$6 million at March 31, 2025 and December 31, 2024, respectively. Revenue deferred during the three months ended March 31, 2025 primarily relates to the product supply agreement we entered into in connection with the sale of our OTR tire business. We recognize deferred revenue after we have transferred control of the goods or services to the customer and all revenue recognition criteria are met.

The following table presents the balance of deferred revenue related to contracts with customers, and changes during thethree months ended March 31, 2025:

(In millions)
Balance at December 31, 2024$19
Revenue deferred during period134
Revenue recognized during period(45)
Impact of foreign currency translation(1)
Balance at March 31, 2025$107

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:

Associate-
(In millions)Related CostsOther CostsTotal
Balance at December 31, 2024$396$1$397
2025 Charges(1)661783
Incurred, net of foreign currency translation of $13 million and $0 million, respectively(34)(18)(52)
Reversed to the Statement of Operations(6)—(6)
Balance at March 31, 2025$422$—$422

(1)

Charges of $83 million exclude $4 million of benefit plan termination benefit charges recorded in Rationalizations in the Statement of Operations.

During the first quarter of 2025, wereached an agreement with the United Steelworkers and 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 850 job reductions, including associates and contracted positions. Danville will continue to produce aviation tires and conduct mixing operations. We expect to substantially complete this rationalization plan by the end of 2025. Total pre-tax charges are expected to be between $130 million and $140 million, of which $80 million to $90 million is 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 $50 million for this plan at March 31, 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 proposed plan includes approximately 80 net headcount reductions. Total estimated pre-tax charges are expected to be approximately $6 million. We have accrued approximately $5 million for this plan at March 31, 2025.

The remainder of the accrual balance at March 31, 2025 includes $271 million related to the closures of our Fulda, Germany ("Fulda") and our Fürstenwalde, Germany ("Fürstenwalde") tire manufacturing facilities, $59 million related to the rationalization and workforce reorganization plan in Europe, Middle East and Africa ("EMEA"), which reflects $6 million of reversals due to voluntary attrition, $9 million related to the plan to open a shared service center in Costa Rica and to exit certain Commercial Tire and Service Center ("CTSC") locations, $5 million related to the closed Amiens, France tire manufacturing facility, $4 million related to plans to reduce SAG headcount, $4 million related to a global workforce reorganization plan to improve our cost structure, $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 March 31, 2025 and December 31, 2024, $338 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
March 31,
(In millions)20252024
Current Year Plans
Associate Severance and Other Related Costs$57$10
Benefit Plan Curtailments/Settlements/Termination Benefits4—
Other Exit Costs4—
Current Year Plans - Net Charges$65$10
Prior Year Plans
Associate Severance and Other Related Costs$3$1
Other Exit Costs1311
Prior Year Plans - Net Charges$16$12
Total Net Charges$81$22
Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs, net$46$51

Substantially all of the new charges for the three months ended March 31, 2025 and 2024 relate to future cash outflows. Net current year plan charges for the three months ended March 31, 2025 primarily relate to the plans approved during the first quarter of 2025 described above and 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 March 31, 2024 primarily relate to the closure of our tire manufacturing facility in Malaysia.

Net prior year plan charges for the three months ended March 31, 2025 include $15 million related to the closures of Fulda and Fürstenwalde, $2 million related to the workforce reorganization plan in EMEA, $1 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 the plan to open a shared service center in Costa Rica and to exit certain CTSC locations, $1 million related to plans to reduce SAG headcount, and reversals of $6 million primarily related to voluntary attrition. Net prior year plan charges for the three months ended March 31, 2024 include $4 million related to the closure of Melksham, $2 million related to the closure of Fulda and Fürstenwalde, $2 million related to the permanent closure of our Gadsden, Alabama tire manufacturing facility, $1 million related to our global workforce reorganization plan to improve our cost structure, $1 million related to the rationalization and workforce reorganization plan in EMEA, $1 million related to a plan in Australia and New Zealand, $1 million related to the closure of certain retail and warehouse locations in Americas, and reversals of $1 million for actions no longer needed for their originally intended purpose.

Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs for the three months ended March 31, 2025 primarily relate to the announced closures of Fulda and Fürstenwalde, as well as the plan to reduce our production capacity at Danville.

Asset write-offs (recoveries) and accelerated depreciation for the three months ended March 31, 2024 primarily relate to plans to improve our cost structure through announced closures of a development center in the U.S. and certain plants and facilities globally.

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

NOTE 5. OTHER (INCOME) EXPENSE

Three Months Ended
March 31,
(In millions)20252024
Non-service related pension and other postretirement benefits cost$26$23
Financing fees and financial instruments expense1515
Net foreign currency exchange (gains) losses(4)1
Interest income(10)(15)
General and product liability expense - discontinued products22
Royalty income(11)(5)
Miscellaneous (income) expense77
$25$28

Non-service related pension and other postretirement benefits cost consists primarily of the interest cost, expected return on plan assets and amortization components of net periodic cost, as well as curtailments and settlements which are not related to rationalization plans. Pension expense for the three months ended March 31, 2025 includes a pension settlement charge of $4 million resulting from total lump sum payments exceeding annual service and interest cost of the applicable plan. For further information, refer to Note to the Consolidated Financial Statements No. 11, Pension, Savings and Other Postretirement Benefit Plans.

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

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

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

NOTE 6. INCOME TAXES

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

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

We record taxes based on overall estimated annual effective tax rates. The difference between our effective tax rate and the U.S. statutory rate of 21% for thethree months ended March 31, 2025 is favorably impacted by gains recognized as a result of the sale of the OTR tire business in foreign jurisdictions where no taxes are recorded, net of losses in foreign jurisdictions in which no tax benefits are recorded. The difference between our effective tax rate and the U.S. statutory rate of 21% for thethree months ended March 31, 2024 primarily relates to losses in foreign jurisdictions in which no tax benefits are recorded and the discrete items noted above.

The Organisation for Economic Co-operation and Development ("OECD") has published the Pillar Two model rules which adopt a global corporate minimum tax of 15% for multinational enterprises with average revenue in excess of €750 million. Certain jurisdictions in which we operate enacted legislation consistent with one or more of the OECD Pillar Two model rules effective in 2024. The model rules include minimum domestic top-up taxes, income inclusion rules and undertaxed profit rules, all aimed to ensure that multinational corporations pay a minimum effective corporate tax rate of 15% in each jurisdiction in which they operate. We do not expect the Pillar Two model rules to materially impact our annual effective tax rate in 2025. However, we are continuing to evaluate the Pillar Two model rules and related legislation and their potential impact on future periods.

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

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

In assessing our ability to utilize our net deferred tax assets, we primarily considered objectively verifiable information, including the improvement of our U.S. income before income taxes during the first quarter of 2025 as a result of benefits from the Goodyear Forward plan compared to the first quarter of 2024, as well as non-deductible interest and future royalty income from foreign subsidiaries. In addition, we considered our current forecasts of future profitability in assessing our ability to realize our deferred tax assets as well as the impact of tax planning strategies. These forecasts include the impact of recent trends and various macroeconomic factors such as the impact of raw material, transportation, tariff, labor and energy costs on our profitability. Our tax planning strategies include accelerating income on cross border transactions, including sales of inventory or raw materials to our subsidiaries, reducing U.S. interest expense by, for example, reducing intercompany loans through repatriating current year earnings of foreign subsidiaries, repatriation of certain foreign royalty income, and other financing transactions, all of which would increase our domestic profitability.

We believe our improvement in U.S. income before income taxes for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, as well as forecasts of future profitability, provide us sufficient positive evidence to conclude that it is more likely than not that, at March 31, 2025, our U.S. net deferred tax assets will be fully utilized. However, macroeconomic factors such as raw material, transportation, tariff, labor and energy costs possess a high degree of volatility and can significantly impact our profitability. In addition, certain tax provisions, such as the annual interest expense limitation under Section 163(j) of the Internal Revenue Code of 1986, if amended, could impact our analysis of the realizability of our U.S. deferred tax assets. If our U.S. operating results significantly decline in the future, we may need to record a valuation allowance which could adversely impact our operating results. As such, we will closely monitor our U.S. operations as well as any tax law changes to assess the realizability of our U.S. deferred tax assets.

At March 31, 2025 and December 31, 2024, we also had approximately $1.5 billion of foreign net deferred tax assets and related valuation allowances of approximately $1.2 billion. Our losses in various foreign taxing jurisdictions in recent periods represented sufficient negative evidence to require us to maintain a full valuation allowance against certain of these net foreign deferred tax assets. Most notably, in Luxembourg, we maintain a valuation allowance of approximately $1.0 billion on all of our net deferred tax assets. Each reporting period, we assess available positive and negative evidence and estimate if sufficient future taxable income will be generated to utilize these existing deferred tax assets. We do not believe that sufficient positive evidence required to release valuation allowances on our foreign deferred tax assets having a significant impact on our financial position or results of operations will exist within the next twelve months.

For the three months ended March 31, 2025, changes to our unrecognized tax benefits didnot, 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.

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
March 31,
(In millions, except per share amounts)20252024
Earnings (loss) per share — basic:
Goodyear net income (loss)$115$(57)
Weighted average shares outstanding287286
Earnings (loss) per common share — basic$0.40$(0.20)
Earnings (loss) per share — diluted:
Goodyear net income (loss)$115$(57)
Weighted average shares outstanding287286
Dilutive effect of stock options and other dilutive securities2—
Weighted average shares outstanding — diluted289286
Earnings (loss) per common share — diluted$0.40$(0.20)

Weighted average shares outstanding — diluted for the three months ended March 31, 2025 and 2024 excludes approximately 3 million 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). Additionally, weighted average shares outstanding — diluted for the three months ended March 31, 2024 excludes the dilutive effect of approximately 2 million equivalent shares, related primarily to unvested restricted stock units and options with exercise prices less than the average market price of our common shares (i.e., "in-the-money" options), as their inclusion would have been anti-dilutive due to the Goodyear net loss.

NOTE 8. BUSINESS SEGMENTS

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

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

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

Three Months Ended
(In millions) · Americas · Europe, Middle East and Africa · Asia Pacific · Total
Net Sales$2,502$1,277$474$4,253
Less:
Cost of Goods Sold2,0231,0823683,473
Selling, Administrative and General Expense33120362596
Other (income)(1)(7)(3)(1)(11)
Segment Operating Income (Loss)$155$(5)$45$195
Less:
Rationalizations (Note 4)81
Interest expense115
Other (income) expense (Note 5)25
Net (gains) losses on asset sales(262)
Asset write-offs, accelerated depreciation and accelerated lease costs, net (Note 4)46
Corporate incentive compensation plans16
Retained expenses of divested operations5
Other(2)38
Income (Loss) before Income Taxes$131

(1)

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

(2)

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

Three Months Ended
(In millions) · Americas · Europe, Middle East and Africa · Asia Pacific · Total
Net Sales$2,588$1,347$602$4,537
Less:
Cost of Goods Sold2,0761,1354633,674
Selling, Administrative and General Expense33720579621
Other (income)(1)(4)(1)—(5)
Segment Operating Income$179$8$60$247
Less:
Rationalizations (Note 4)22
Interest expense126
Other (income) expense (Note 5)28
Net (gains) losses on asset sales2
Asset write-offs, accelerated depreciation and accelerated lease costs, net (Note 4)51
Corporate incentive compensation plans20
Retained expenses of divested operations5
Other(2)45
Income (Loss) before Income Taxes$(52)

(1)

Primarily represents royalty income attributable to the SBUs.

(2)

Primarily represents unallocated corporate costs and the elimination of royalty income attributable to the SBUs. Other also includes $28 million of costs related to the Goodyear Forward plan, primarily related to third-party advisory, legal and consulting fees and costs associated with planned asset sales.

The following table presents segment assets:

March 31,December 31,
(In millions)20252024
Assets
Americas$11,724$11,406
Europe, Middle East and Africa5,0404,557
Asia Pacific2,3492,610
Total Segment Assets19,11318,573
Corporate(1)2,5982,391
$21,711$20,964

(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
March 31,
(In millions)20252024
Net Sales
United States$2,052$2,091
International2,2012,446
$4,253$4,537
March 31,December 31,
(In millions)20252024
Long-Lived Assets
United States$3,839$3,688
China664676
Other international3,6263,718
$8,129$8,082

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

Three Months Ended
March 31,
(In millions)20252024
Rationalizations
Americas$62$5
Europe, Middle East and Africa126
Asia Pacific111
Total Segment Rationalizations$75$22
Corporate6—
$81$22
Three Months Ended
March 31,
(In millions)20252024
Net (Gains) Losses on Asset Sales
Americas$(1)$—
Europe, Middle East and Africa(1)2
Total Segment (Gains) Losses on Asset Sales$(2)$2
Corporate(260)—
$(262)$2
Three Months Ended
March 31,
(In millions)20252024
Asset Write-Offs, Accelerated Depreciation, and Accelerated Lease Costs, net
Americas$28$8
Europe, Middle East and Africa1616
Asia Pacific27
Total Segment Asset Write-Offs, Accelerated Depreciation, and Accelerated Lease Costs, net$46$31
Corporate—20
$46$51

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

Three Months Ended
March 31,
(In millions)20252024
Capital Expenditures
Americas$176$208
Europe, Middle East and Africa5971
Asia Pacific2132
Total Segment Capital Expenditures$256$311
Corporate37
$259$318
Three Months Ended
March 31,
(In millions)20252024
Depreciation and Amortization
Americas$163$163
Europe, Middle East and Africa6771
Asia Pacific3140
Total Segment Depreciation and Amortization$261$274
Corporate910
$270$284

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

Three Months Ended
March 31,
(In millions)20252024
Equity in (Income) Loss
Americas$18$10
Asia Pacific(3)(2)
Total Segment Equity in (Income) Loss$15$8

NOTE 9. FINANCING ARRANGEMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS

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

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

At March 31, 2025, we had short term committed and uncommitted credit arrangements totaling$695 million, of which$241 million were unused. These arrangements are available primarily to certain of our foreign subsidiaries through various banks at quoted market interest rates.

The following table presents amounts due within one year:

March 31,December 31,
(In millions)20252024
Chinese credit facilities$64$66
Other foreign and domestic debt372492
Notes Payable and Overdrafts$436$558
Weighted average interest rate8.66%8.00%
Chinese credit facilities$66$81
9.5% Notes due 2025—500
Other foreign and domestic debt (including finance leases)234251
Long Term Debt and Finance Leases due Within One Year$300$832
Weighted average interest rate6.91%8.46%
Total obligations due within one year$736$1,390

Long Term Debt and Finance Leases and Financing Arrangements

At March 31, 2025, we had long term credit arrangements totaling $9,842 million, of which$2,382 million were unused.

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

March 31, 2025 · December 31, 2024
Interest · Interest
(In millions) · Amount · Rate · Amount · Rate
Notes:
9.5% due 2025$—$500
5% due 2026900900
4.875% due 2027700700
7.625% due 2027124124
7% due 2028150150
2.75% Euro Notes due 2028432416
5% due 2029850850
5.25% due April 2031550550
5.25% due July 2031600600
5.625% due 2033450450
Credit Facilities:
First lien revolving credit facility due 20261,4305.60%7005.86%
European revolving credit facility due 20281944.03%——
Pan-European accounts receivable facility1304.48%2274.83%
Mexican credit facility2006.82%2007.36%
Chinese credit facilities1652.87%1472.50%
Other foreign and domestic debt(1)4918.19%4807.39%
7,3666,994
Unamortized deferred financing fees(26)(31)
7,3406,963
Finance lease obligations(2)262261
7,6027,224
Less portion due within one year(300)(832)
$7,302$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 millionnon-cash financing additions during the three months ended March 31, 2025, and$2 million of non-cash financing additions during the twelve months ended December 31, 2024.

NOTES

At March 31, 2025, we had$4,756 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.

CREDIT FACILITIES

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

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

Our obligations under the facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries. Our obligations under the facility and our subsidiaries' obligations under the related guarantees are secured by first priority security interests in a variety of collateral. Availability under the facility is subject to a borrowing base, which is based on (i) eligible accounts receivable and inventory of The Goodyear Tire & Rubber Company and certain of its U.S. and Canadian subsidiaries, (ii) the value of our principal trademarks in an amount not to exceed $400 million, (iii) the value of eligible machinery and equipment, and (iv) certain cash in an amount not to exceed $275 million. To the extent that our eligible accounts receivable, inventory and other components of the borrowing base decline in value, our borrowing base will decrease and the availability under the facility may decrease below $2.75 billion. As of March 31, 2025, our borrowing base, and therefore our availability, under this facility was $47 million below the facility's stated amount of $2.75 billion.

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

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

At March 31, 2025, we had $1,430 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.

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 March 31, 2025, there were $194 million (€180 million) of borrowings outstanding under the German tranche, no borrowings outstanding under the all-borrower tranche andno letters of credit outstanding under the European revolving credit facility. At December 31, 2024, we hadno borrowings andno letters of credit outstanding under the European revolving credit facility.

Accounts Receivable Securitization Facilities (On-Balance Sheet)

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

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

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

At March 31, 2025, the amounts available and utilized under this program totaled $130 million (€120 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 March 31, 2025, the gross amount of receivables sold was $771 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 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$825 million and $775 million at March 31, 2025 and December 31, 2024, respectively. The amounts confirmed to the financial institutions were$682 million and $604 million at March 31, 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 March 31, 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:

March 31,December 31,
(In millions)20252024
Total available$849$817
Amounts utilized:
Notes Payable and Overdrafts$64$66
Long Term Debt due Within One Year6681
Long Term Debt9966
Letters of credit, bank acceptances and other utilization102104
Total utilized$331$317
Maturities4/25-8/281/25-8/28

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 March 31, 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:

March 31,December 31,
(In millions)20252024
Fair Values — Current asset (liability):
Accounts receivable$12$28
Other current liabilities(22)(3)

At March 31, 2025 and December 31, 2024, these outstanding foreign currency derivatives had notional amounts of$1,951 million and $1,779 million, respectively, and were primarily related to intercompany loans. Other (Income) Expense included net transaction losses on derivatives of $15 million for three months ended March 31, 2025 and net transaction gains of$35 million for the three months ended March 31, 2024. These amounts were substantially offset in Other (Income) Expense by the effect of changing exchange rates on the underlying currency exposures.

At March 31, 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
March 31,
(In millions)20252024
Amount of gains (losses) deferred to Accumulated Other Comprehensive Loss ("AOCL")$—$—
Reclassification adjustment for amounts recognized in CGS—1

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

Thecounterparties 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 tothese 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 March 31, 2025 and December 31, 2024:

Total Carrying Value in the Consolidated Balance SheetsQuoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)Significant OtherObservable Inputs(Level 2)Significant Unobservable Inputs (Level 3)
(In millions)20252024202520242025202420252024
Assets:
Investments$16$16$16$16$—$—$—$—
Foreign Exchange Contracts1228——1228——
Total Assets at Fair Value$28$44$16$16$12$28$—$—
Liabilities:
Foreign Exchange Contracts$22$3$—$—$22$3$—$—
Total Liabilities at Fair Value$22$3$—$—$22$3$—$—

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

March 31,December 31,
(In millions)20252024
Fixed Rate Debt:(1)
Carrying amount — liability$4,892$5,367
Fair value — liability4,6705,076
Variable Rate Debt:(1)
Carrying amount — liability$2,448$1,600
Fair value — liability2,4081,590

(1)

Excludes Notes Payable and Overdrafts of $436 million and $558 million at March 31, 2025 and December 31, 2024, respectively, of which $201 million and $241 million, respectively, are at fixed rates and $235 million and $317 million, respectively, are at variable rates. The carrying value of Notes Payable and Overdrafts approximates fair value due to the short term nature of the facilities.

Long term debt with fair values of $4,507 millionand $4,921 million at March 31, 2025 and December 31, 2024, respectively, were estimated using quoted Level 1 market prices. The carrying value of the remaining debt was based upon internal estimates of fair value derived from market prices for similar debt.

NOTE 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.
Three Months Ended
March 31,
(In millions)20252024
Service cost$1$2
Interest cost4144
Expected return on plan assets(51)(52)
Amortization of net losses2424
Net periodic pension cost$15$18
Net curtailments/settlements/termination benefits8(5)
Total defined benefit pension cost$23$13
Non-U.S.
Three Months Ended
March 31,
(In millions)20252024
Service cost$4$5
Interest cost2427
Expected return on plan assets(22)(23)
Amortization of net losses55
Net periodic pension cost$11$14
Net curtailments/settlements/termination benefits1—
Total defined benefit pension cost$12$14

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

In the first quarter of 2025, a pension settlement charge of $4 million was recorded in Other (Income) Expense. The settlement charge resulted from total lump sum payments exceeding annual service and interest cost of the applicable plan. In addition, 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 quarter 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. There wasno net other postretirement benefits expense for the three months ended March 31, 2025 and there was $2 million for the three months ended March 31, 2024.

We expect to contribute $25 million to $50 million to our funded non-U.S. pension plans in 2025. For thethree months ended March 31, 2025, we contributed $6 million to our non-U.S. plans.

The expense recognized for our contributions to defined contribution savings plans for the three months ended March 31, 2025 and 2024 was $32 million and $37 million, respectively.

NOTE 12. STOCK COMPENSATION PLANS

Our Board of Directors granted 1.6 million restricted stock units and 1.0 million performance share units during thethree months ended March 31, 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 $9.75 for restricted stock units and $9.29 for performance share units granted during thethree months ended March 31, 2025.

We recognized stock-based compensation expense of $6 million and $3 million during thethree months ended March 31, 2025 and 2024, respectively. At March 31, 2025, unearned compensation cost related to the unvested portion of all stock-based awards wasapproximately $36 million and is expected to be recognized over the remaining vesting period of the respective grants, through the first quarter of 2028.

NOTE 13. COMMITMENTS AND CONTINGENT LIABILITIES

Environmental Matters

We have recorded liabilities totaling $78 million and $81 million at March 31, 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, $22 million and $24 million were included in Other Current Liabilities at March 31, 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 $160 million and $158 million for anticipated costs related to workers’ compensation at March 31, 2025 and December 31, 2024, respectively. Of these amounts, $32 million and $31 million were included in Current Liabilities as part of Compensation and Benefits at March 31, 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 our loss development factors based on actuarial analyses. At March 31, 2025 and December 31, 2024, the liability was discounted using a risk-free rate of return. At March 31, 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 $402 million and $406 million, including related legal fees expected to be incurred, for potential product liability and other tort claims, including asbestos claims, at March 31, 2025 and December 31, 2024, respectively. Of these amounts, $72 million and $60 million were included in Other Current Liabilities at March 31, 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 March 31, 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 163,800 claims by defending, obtaining the dismissal thereof, or entering into a settlement. The sum of our accrued asbestos-related liability and gross payments to date, including legal costs, by us and our insurers totaled approximately $593 million through March 31, 2025 and $589 million through December 31, 2024.

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.

Three Months EndedYear Ended
(Dollars in millions)March 31, 2025December 31, 2024
Pending claims, beginning of period35,40035,800
New claims filed200900
Claims settled/dismissed(2,600)(1,300)
Pending claims, end of period33,00035,400
Payments(1)$3$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 March 31, 2025 and December 31, 2024, respectively. In determining the estimate of our asbestos liability, we evaluated claims over the nextten-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 March 31, 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 were included in Current Assets as part of Accounts Receivable at both March 31, 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.

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.

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

Binding Commitments and Guarantees

We have off-balance sheet financial guarantees and other commitments totaling $29 million at both March 31, 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 receive a separate premium as consideration for, and do not require collateral in connection with, the issuance of these guarantees.

In 2015, as a result of the dissolution of the global alliance with SRI, we issued a guarantee of $46 million to an insurance company related to SRI's obligation to pay certain outstanding workers' compensation claims of a formerly consolidated joint venture entity. As of March 31, 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. At March 31, 2025, $125 million was drawn on this commitment, which includes $2 million of interest. At December 31, 2024, $119 million was drawn on this commitment, which includes $2 million of interest.

NOTE 14. CAPITAL STOCK

Common Stock Repurchases

We may repurchase shares delivered to us by employees as payment for the exercise price of stock options and the withholding taxes due upon the exercise of stock options or the vesting or payment of stock awards. During the first three months of 2025, we didnot repurchase any shares from employees.

NOTE 15. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables present changes in AOCL, by component, for thethree months ended March 31, 2025 and 2024, after tax and minority interest.

(In millions) Income (Loss)ForeignCurrencyTranslationAdjustmentUnrealized Gains (Losses) from SecuritiesUnrecognizedNet ActuarialLosses andPrior ServiceCostsDeferredDerivativeGains (Losses)Total
Balance at December 31, 2024$(1,705)$1$(2,140)$—$(3,844)
Other comprehensive income (loss) before reclassifications16—10—26
Amounts reclassified from accumulated other comprehensive loss10—21—31
Balance at March 31, 2025$(1,679)$1$(2,109)$—$(3,787)
(In millions) Income (Loss)ForeignCurrencyTranslationAdjustmentUnrealized Gains (Losses) from SecuritiesUnrecognizedNet ActuarialLosses andPrior ServiceCostsDeferredDerivativeGains (Losses)Total
Balance at December 31, 2023$(1,613)$1$(2,224)$1$(3,835)
Other comprehensive income (loss) before reclassifications(6)—4—(2)
Amounts reclassified from accumulated other comprehensive loss——17118
Balance at March 31, 2024$(1,619)$1$(2,203)$2$(3,819)

The following table presents reclassifications out of AOCL:

Three Months EndedMarch 31,
2025 · 2024
(In millions) (Income) Expense · Amount Reclassified · Affected Line Item in the Consolidated
Component of AOCL · from AOCL · Statements of Operations
Foreign currency translation adjustment, before tax$10$—Net (Gain) Loss on Asset Sales
Tax effect——United States and Foreign Taxes
Net of tax$10$—Goodyear Net Income (Loss)
Amortization of prior service cost and unrecognized gains and losses$25$28Other (Income) Expense
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures2(5)Other (Income) Expense / Rationalizations / Net (Gain) Loss on Asset Sales
Unrecognized net actuarial losses and prior service costs, before tax2723
Tax effect(6)(6)United States and Foreign Taxes
Net of tax$21$17Goodyear Net Income (Loss)
Deferred derivative (gains) losses, before tax$—$1Cost of Goods Sold
Tax effect——United States and Foreign Taxes
Net of tax$—$1Goodyear Net Income (Loss)
Total reclassifications$31$18Goodyear Net Income (Loss)

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

Three Months Ended
March 31,
(In millions)20252024
Net Income (Loss) Attributable to Minority Shareholders$3$(1)
Other Comprehensive Income (Loss):
Foreign currency translation3(3)
Other Comprehensive Income (Loss)$3$(3)
Comprehensive Income (Loss) Attributable to Minority Shareholders$6$(4)
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.