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GOODYEAR TIRE & RUBBER CO /OH/

For the period ended Mar 31, 2026. Filed May 7, 2026.

View on SEC.gov

About this filing

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, 2026 · Filed May 7, 2026

GT$4.36-2.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-04.

0001628280-25-048584

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

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-07.

0001628280-26-031866

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 224 previous paragraphs and 177 current paragraphs.

97 unchanged; 59 reworded; 19 added; 66 removed; 2 previous and 2 current paragraphs rearranged.

Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (19)

Current report

A combination of macroeconomic, regulatory and geopolitical uncertainties provides limited visibility to global tire unit volumes for the remainder of 2026. Given our production levels in the first quarter of 2026, we expect unabsorbed overhead to be approximately $90 million in the second quarter of 2026.

Current report

We expect our Goodyear Forward plan to deliver approximately $325 million of incremental savings in 2026.

Current report

We expect inflation, tariffs and other costs will increase approximately $420 million in 2026, net of expected IEEPA tariff refunds.

Current report

Net sales in the first three months of 2026 were $3,881 million, a decrease of $372 million, or 8.7%, from $4,253 million in the first three months of 2025. Goodyear net loss was $249 million, or $0.86 per share, in the first three months of 2026, compared to Goodyear net income of $115 million, or $0.40 per share, in the first three months of 2025.

Current report

Net sales decreased in the first three months of 2026 primarily due to lower global tire volume of $408 million and the impacts of our divestitures, including $125 million related to the sale of the Chemical business and $94 million related to the sale of the Dunlop brand, excluding the favorable impact of the Dunlop offtake supply agreement of $42 million. These decreases were partially offset by the impact of changes in foreign exchange rates globally of $165 million and favorable price and product mix of $37 million.

Current report

Cost of Goods Sold ("CGS") in the first three months of 2026 was $3,188 million, decreasing $325 million, or 9.3%, from $3,513 million in the first three months of 2025. CGS decreased primarily due to lower tire volume of $321 million, savings related to the Goodyear Forward plan of $95 million, impacts related to divestitures, including $89 million related to the sale of the Chemical business and $81 million related to the sale of the Dunlop brand, excluding increased offtake supply agreement costs of $36 million, lower raw material costs of $88 million and a decrease in asset write-offs, accelerated depreciation and accelerated lease charges of $27 million. These decreases were partially offset by higher conversion costs of $155 million, foreign currency translation of $134 million, higher tariff costs of $58 million, offset by an estimated tariff refund of $46 million, and a charge related to an expected settlement of a prior year tax matter in one of our foreign locations of $8 million ($8 million after-tax and minority).

Current report

Minority shareholders’ net income was $3 million in both the first three months of 2026 and 2025.

Current report

Total segment operating income for the first quarter of 2026 was $95 million, a decrease of $100 million, or 51.3%, from $195 million in the first quarter of 2025. Total segment operating margin in the first quarter of 2026 was 2.4%, compared to 4.6% in the first quarter of 2025.

Current report

Americas unit sales in the first three months of 2026 decreased 3.1 million units, or 17.0%, to 15.3 million units. Replacement tire volume decreased 3.4 million units, or 23.2%, primarily due to weakness in the replacement industry and consumer trends, as well as increased competitiveness and planned rationalization of lower-tier product offerings. OE tire volume increased 0.3 million units, or 8.2%, primarily in the U.S. and Brazil.

Current report

Operating income in the first three months of 2026 was $1 million, increasing $6 million from an operating loss of $5 million in the first three months of 2025. The change in operating income (loss) was primarily due to favorable price and product mix of $36 million, benefits related to the Goodyear Forward plan of $26 million and lower raw material costs of $16 million. These increases were partially offset by higher conversion costs of $51 million, lower earnings related to the sale of the Dunlop brand of $13 million, excluding the favorable impact of the offtake supply agreement of $6 million, lower tire volume of $8 million, foreign currency translation of $4 million, and higher administrative and professional expenses of $2 million.

Current report

Net sales in the first three months of 2026 were $455 million, decreasing $19 million, or 4.0%, from $474 million in the first three months of 2025. The decrease in net sales was primarily due to lower tire volume of $16 million and unfavorable price and product mix of $6 million. These decreases were partially offset by the positive impact of changes in foreign exchange rates of $3 million.

Current report

Operating income in the first three months of 2026 was $57 million, increasing $12 million, or 26.7%, from $45 million in the first three months of 2025. The increase in operating income was primarily due to lower raw material costs of $9 million, benefits related to the Goodyear Forward plan of $6 million, and favorable price and product mix of $4 million. These increases were partially offset by lower tire volume of $4 million and higher conversion costs of $3 million.

Current report

Net cash used for investing activities was $174 million in the first three months of 2026, compared to net cash provided by investing activities of $432 million in the first three months of 2025. The $606 million increase in net cash used for investing activities was primarily due to cash provided by asset dispositions of $720 million in the first three months of 2025 due to the sale of the OTR tire business, partially offset by decreased capital expenditures of $84 million.

Current report

Goodwill and Intangible Assets totaled $43 million and $658 million, respectively, at March 31, 2026, compared to $42 million and $663 million, respectively, at December 31, 2025. All goodwill was associated with the reporting unit in our Asia Pacific segment at March 31, 2026 and December 31, 2025.

Current report

As part of our annual impairment analysis as of October 31, 2025, we completed a qualitative impairment analysis of our Asia Pacific reporting unit. After considering the results of our most recent quantitative annual testing, the capital markets environment, macroeconomic conditions, tire industry competition and trends, our results of operations, and other factors, we concluded that it was not more likely than not that the fair value of our Asia Pacific reporting unit was less than the carrying value and, therefore, did not perform a quantitative analysis.

Current report

As part of our annual impairment analysis as of October 31, 2025, we completed a quantitative impairment analysis of our indefinite-lived intangible assets to determine if their fair values were less than their carrying amounts. Based on the results of the quantitative impairment assessments, the Company determined that no impairment was required as the estimated fair values of our indefinite-lived intangible assets exceeded or approximated their respective carrying values. We identified $435 million of indefinite-lived intangible assets related to the Cooper Tire acquisition for which the estimated fair values approximated their respective carrying values. We determined the fair value of the indefinite-lived intangible assets using the relief-from-royalty method, which calculates the cost savings associated with owning rather than licensing the assets. The most critical assumptions used in the calculation of the fair value are projected revenue, discount rate and royalty rate.

Current report

In the first quarter of 2026, macroeconomic factors and geopolitical events adversely impacted our results and contributed to a decline in our volume. We considered the impact on the fair value of our goodwill reporting unit and indefinite-lived intangible assets. During this review, we considered the nature and extent of current market conditions, forecasts for reporting units and individual brands, as well as the quantitative analysis performed during our annual 2025 impairment test. Based on our review of external and internal factors compared to our latest quantitative assessment, we determined it was not more likely than not that the fair value of our goodwill or indefinite-lived intangible assets is less than the respective carrying value, and thus, a triggering event had not occurred which would require an interim impairment test to be performed. We will continue to monitor our results and market conditions to determine if a future analysis would be required. The fair value of the indefinite-lived intangible assets is sensitive to differences between estimated and actual revenue, including changes in the discount rate and royalty rate used to evaluate the fair value of these assets. Although we believe our estimate of fair value is reasonable, the indefinite-lived intangible asset performance is dependent on our ability to execute our business plan. If our future financial performance falls below our expectations, which may include a continued and sustained decline in volumes, or there are adverse revisions to significant assumptions, including projected revenues, discount rates or royalty rates, this could be indicative that the fair values of these indefinite-lived intangible assets have declined below their carrying values, and therefore we may need to record a material, non-cash impairment charge in a future period.

Current report

•our ongoing obligations to the purchasers of our OTR tire business, the Dunlop brand and our Chemical business may disrupt our current and future plans or operations;

Current report

•the ultimate availability, timing and amount of any refunds of IEEPA tariffs remains uncertain, and the amount, if any, that we ultimately recover may differ from the amount we previously paid or be materially delayed;
Removed paragraphs (66)

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

On June 3, 2025, we issued $500 million in aggregate principal amount of 6.625% senior notes due 2030.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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 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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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 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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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

Previous report

($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.

Previous report

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).

Previous report

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.

Previous report

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.

Previous report

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.

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Reworded paragraphs (59)

Previous wording

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.

Current wording

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 49 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.

Previous wording

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.

Current wording

Our results for the first quarter of 2026 include an 11.6% decrease in tire unit shipments compared to 2025 driven by weakness in the replacement industry and consumer trends, increased competitiveness globally and planned rationalization of lower-tier product offerings. In the first quarter of 2026, we also experienced approximately $50 million of inflationary cost pressures.

Previous wording

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.

Current wording

Net sales in the first three months of 2026 were $3,881 million, compared to $4,253 million in the first three months of 2025. Net sales decreased in 2026 primarily due to lower global tire volume and the impacts of our divestitures. These decreases were partially offset by the impact of changes in foreign exchange rates globally and favorable price and product mix.

Previous wording

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.

Current wording

In the first three months of 2026, Goodyear net loss was $249 million, or $0.86 per share, compared to Goodyear net income of $115 million, or $0.40 per share, in the first three months of 2025. The change in Goodyear net income (loss) was primarily due to a gain on the sale of our off-the-road ("OTR") tire business in 2025, lower segment operating income and higher U.S. and Foreign tax expense, partially offset by lower interest expense.

Previous wording

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.

Current wording

Total segment operating income for the first three months of 2026 was $95 million, compared to $195 million in the first three months of 2025. The $100 million decrease was primarily due to increased conversion costs of $155 million, driven by the effect of lower tire production on fixed cost absorption and inflation, lower tire volume of $87 million, higher tariff costs of $58 million, offset by an estimated tariff refund of $46 million, the impact of divestitures, including $30 million related to the sale of the Chemical business and $13 million related to the sale of the Dunlop brand, excluding the favorable impact of the Dunlop offtake supply agreement of $6 million, higher Selling, Administrative and General expenses (“SAG”) of $17 million, and increased costs related to other-tire related businesses of $9 million. These decreases were partially offset by benefits from our Goodyear Forward transformation plan ("Goodyear Forward") of $107 million, lower raw material costs of $88 million and favorable price and product mix of $15 million. Refer to "Results of Operations —Segment Information" for additional information.

Previous wording

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.

Current wording

At March 31, 2026 we had $723 million in cash and cash equivalents as well as $2,975 million of unused availability under our various credit agreements, compared to $801 million and $4,421 million, respectively, at December 31, 2025. For the three months ended March 31, 2026, net cash used for operating activities was $718 million, reflecting the Company's cash used for working capital of $650 million and rationalization payments of $83 million. Net cash used for investing activities was $174 million, primarily representing capital expenditures of $175 million. Net cash provided by financing activities was $820 million, primarily due to net borrowings of $807 million. Refer to "Liquidity and Capital Resources" for additional information.

Previous wording

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.

Current wording

Based on current spot prices, we expect raw material costs to provide a benefit of approximately $100 million in the second quarter of 2026 compared to the second quarter of 2025. In the second half of 2026, we expect raw material costs to be a headwind of approximately $200 million compared to the second half of 2025. Natural and synthetic rubber prices and other commodity prices historically have been volatile, and our raw material costs could change based on future price fluctuations and changes in foreign exchange rates. We continue to focus on price and product mix, to substitute lower cost materials where possible, to work to identify additional substitution opportunities, and to reduce the amount of material required in each tire to minimize the impact of higher raw material costs.

Previous wording

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.

Current wording

Refer also to “Liquidity and Capital Resources” for commentary regarding our outlook on 2026 cash flow; “Forward-Looking Information – Safe Harbor Statement” for a discussion of our use of forward-looking statements; and “Item 1A. Risk Factors” in our 2025 Form 10-K for a discussion of the risk factors that may impact our business, results of operations, financial condition or liquidity.

Previous wording

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.

Current wording

Worldwide tire unit sales in the first three months of 2026 were 34.0 million units, decreasing 4.5 million units, or 11.6%, from 38.5 million units in the first three months of 2025 due to weakness in the replacement industry and consumer trends, increased competitiveness globally and planned rationalization of lower-tier product offerings. Replacement tire volume decreased globally by 4.8 million units, or 17.8%. OE tire volume increased by 0.3 million units, or 3.4%, driven by Americas and EMEA.

Previous wording

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.

Current wording

CGS in the first three months of 2026 and 2025 included pension expense of $3 million and $2 million, respectively. CGS in the first three months of 2026 included $2 million of incremental savings from rationalization plans. CGS was 82.1% of sales in the first three months of 2026, compared to 82.6% in the first three months of 2025.

Previous wording

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.

Current wording

SAG in the first three months of 2026 was $668 million, increasing $18 million, or 2.8%, from $650 million in the first three months of 2025. SAG increased primarily due to foreign currency translation of $28 million, increases in inflation of $9 million and higher advertising costs of $4 million. These increases were partially offset by savings related to the Goodyear Forward plan of $9 million, benefits related to divestitures of $6 million, primarily due to the sale of the Chemical business, a decrease in corporate information technology costs of $4 million, and a decrease in asset write-offs, accelerated depreciation and accelerated lease charges of $3 million. SAG in the first three months of 2025 also included costs related to the Goodyear Forward plan of $2 million ($2 million after-tax and minority).

Previous wording

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.

Current wording

SAG in the first three months of 2026 and 2025 included pension expense of $2 million and $3 million, respectively. SAG in the first three months of 2026 included $3 million of incremental savings from rationalization plans. SAG was 17.2% of sales in the first three months of 2026, compared to 15.3% in the first three months of 2025.

Previous wording

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.

Current wording

We recorded net rationalization charges of $104 million ($95 million after-tax and minority) in the first three months of 2026 and $81 million ($64 million after-tax and minority) in the first three months of 2025. Net rationalization charges in the first three months of 2026 primarily related to a plan in EMEA to improve its cost structure, the closures of our Fulda and Fürstenwalde, Germany tire manufacturing facilities ("Fulda and Fürstenwalde") and a global SAG plan. Net rationalization charges in the first three months of 2025 primarily related to the elimination of commercial tire production at our Danville, Virginia tire manufacturing facility ("Danville"), the closures of Fulda and Fürstenwalde, and a plan to reduce SAG headcount in Americas and Corporate. For further information, refer to Note to the Consolidated Financial Statements No. 3, Costs Associated with Rationalization Programs.

Previous wording

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.

Current wording

CGS and SAG in the first three months of 2026 included $16 million ($16 million after-tax and minority) of asset write-offs, accelerated depreciation and accelerated lease charges, primarily related to the closures of Fulda and Fürstenwalde and the announced closure of the Tall Timbers mold plant in Americas. CGS and SAG in the first three months of 2025 included $46 million ($39 million after-tax and minority) of asset write offs, accelerated depreciation and accelerated lease charges, primarily related to Fulda, Fürstenwalde and Danville.

Previous wording

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.

Current wording

Interest expense in the first three months of 2026 was $95 million, decreasing $20 million, or 17.4%, from $115 million in the first three months of 2025. The average interest rate was 5.76% in the first three months of 2026 compared to 5.82% in the first three months of 2025. The average debt balance was $6,592 million in the first three months of 2026 compared to $7,910 million in the first three months of 2025.

Previous wording

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.

Current wording

The first three months of 2026 include net gains on asset sales of $3 million ($3 million after-tax and minority), compared to net gains on asset and other sales of $262 million ($237 million after-tax and minority) in the first three months of 2025, primarily due to the gain of $260 million on the sale of the OTR tire business.

Previous wording

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.

Current wording

Other (Income) Expense in the first three months of 2026 was $9 million of expense, compared to $25 million of expense in the first three months of 2025. The decrease in Other (Income) Expense was primarily due to an increase in royalty and other income of $10 million. The first three months of 2025 also included transaction and other costs of $5 million ($3 million after-tax and minority) related to the sale of the Dunlop brand and a pension settlement charge of $4 million ($3 million after-tax and minority).

Previous wording

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).

Current wording

For the first three months of 2026, we recorded income tax expense of $66 million on a loss before income taxes of $180 million. Income tax expense for the three months ended March 31, 2026 includes net discrete tax expense of $21 million ($21 million after minority interest), primarily related to an expected settlement of a prior year tax matter in one of our foreign locations. In the first three months of 2025, we recorded income tax expense of $13 million on income before income taxes of $131 million.

Previous wording

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.

Current wording

We record taxes based on overall estimated annual effective tax rates. The difference between our effective tax rate and the U.S. statutory rate of 21% for the three months ended March 31, 2026 primarily related to losses in U.S. and foreign jurisdictions in which no tax benefits were recorded and the discrete item noted above. The difference between our effective tax rate and the U.S. statutory rate of 21% for the three months ended March 31, 2025 was 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.

Previous wording

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.

Current wording

At March 31, 2026 and December 31, 2025, we had approximately $1.5 billion and $1.4 billion, respectively, of U.S. federal, state and local net deferred tax assets and related valuation allowances totaling $1.5 billion and $1.4 billion, respectively. At both March 31, 2026 and December 31, 2025, we also had foreign net deferred tax assets of approximately $1.5 billion and related valuation allowances of approximately $1.3 billion. Our foreign valuation allowances include a $1.1 billion full valuation allowance on our net deferred tax assets in Luxembourg. Our losses in the U.S. and 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 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 U.S. and foreign deferred tax assets will exist within the next twelve months.

Previous wording

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.

Current wording

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 2026. However, we are continuing to evaluate the Pillar Two model rules and related developments, including the side-by-side safe harbor package for U.S.-based multinationals, and their potential impact on future periods.

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

Net sales in the first three months of 2026 were $2,063 million, decreasing $439 million, or 17.5%, from $2,502 million in the first three months of 2025. The decrease in net sales was primarily due to lower tire volume of $341 million and the impact of the sale of the Chemical business of $125 million. These decreases were partially offset by the positive impact of changes in foreign exchange rates of $40 million, primarily related to the strengthening of the Brazilian real and Mexican peso.

Previous wording

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.

Current wording

Operating income in the first three months of 2026 was $37 million, decreasing $118 million, or 76.1%, from $155 million in the first three months of 2025. The decrease in operating income was due to higher conversion costs of $101 million, driven by the effect of lower tire production on fixed cost absorption and inflation, lower tire volume of $75 million, higher tariff costs of $58 million, offset by an estimated tariff refund of $46 million, the impact of the sale of the Chemical business of $31 million, unfavorable price and product mix of $25 million, and higher SAG of $18 million, primarily driven by higher advertising costs. These decreases were partially offset by a $75 million benefit related to the Goodyear Forward plan and lower raw material costs of $63 million.

Previous wording

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.

Current wording

Operating income in the first three months of 2026 excluded net rationalization charges of $11 million and asset write-offs, accelerated depreciation and accelerated lease costs of $7 million. Operating income in the first three months of 2025 excluded net rationalization charges of $62 million, asset write-offs, accelerated depreciation and accelerated lease costs of $28 million, and net gains on asset sales of $1 million.

Previous wording

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.

Current wording

EMEA unit sales in the first three months of 2026 decreased 1.1 million units, or 8.5%, to 11.2 million units. Replacement tire volume decreased 1.3 million units, or 15.2%, primarily in our consumer business, reflecting market softness, increased competition and planned rationalization of lower-tier product offerings. OE tire volume increased 0.2 million units, or 8.1%, primarily in our consumer business, reflecting share gains driven by new fitments.

Previous wording

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.

Current wording

Net sales in the first three months of 2026 were $1,363 million, increasing $86 million, or 6.7%, from $1,277 million in the first three months of 2025. The increase in net sales was primarily driven by the positive impact of changes in foreign exchange rates of $122 million, driven by a stronger euro, British pound and Polish zloty, partially offset by a weaker Turkish lira, improvements in price and product mix of $55 million, and higher sales in the other tire-related businesses of $11 million, primarily due to growth in fleet solutions. These increases were partially offset by the impact of the sale of the Dunlop brand of $93 million, excluding the favorable impact of the offtake supply agreement of $42 million, and lower tire volume of $51 million.

Previous wording

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.

Current wording

Operating income in the first three months of 2026 excluded net rationalizations charges of $85 million, asset write-offs, accelerated depreciation and accelerated lease costs of $8 million and net gains on asset sales of $1 million. Operating income in the first three months of 2025 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $16 million, net rationalization charges of $12 million and net gains on asset sales of $1 million.

Previous wording

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.

Current wording

Asia Pacific unit sales in the first three months of 2026 decreased 0.3 million units, or 3.8%, to 7.5 million units. Replacement tire volume decreased 0.1 million units, or 2.3%, due to softness in consumer replacement. OE tire volume decreased 0.2 million units, or 5.1%, primarily in China.

Previous wording

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.

Current wording

Operating income in the first three months of 2026 excluded net rationalization charges of $1 million and asset write-offs, accelerated depreciation and accelerated lease costs of $1 million. Operating income in the first three months of 2025 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $2 million and net rationalization charges of $1 million.

Previous wording

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.

Current wording

At March 31, 2026, we had $723 million in cash and cash equivalents, compared to $801 million at December 31, 2025. For the three months ended March 31, 2026, net cash used for operating activities was $718 million, reflecting the Company's cash used for working capital of $650 million and rationalization payments of $83 million. Net cash used for investing activities was $174 million, primarily representing capital expenditures of $175 million. Net cash provided by financing activities was $820 million, primarily due to net borrowings of $807 million.

Previous wording

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:

Current wording

At March 31, 2026, we had $2,975 million of unused availability under our various credit agreements, compared to $4,421 million at December 31, 2025. The table below presents unused availability under our credit facilities at those dates:

Previous wording

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.

Current wording

We expect our 2026 full-year cash flow needs to include capital expenditures of approximately $725 million. We also expect interest expense to be approximately $425 million; rationalization payments to be approximately $225 million; income tax payments to be $150 million to $175 million, excluding one time items; and cash contributions to our global pension plans to be approximately $25 million. We are targeting working capital to be a source of cash of approximately $100 million in 2026.

Previous wording

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.

Current wording

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 March 31, 2026, approximately $771 million of net assets, including approximately $187 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.

Previous wording

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.

Current wording

Net cash used for operating activities was $718 million in the first three months of 2026, compared to net cash used for operating activities of $538 million in the first three months of 2025. The $180 million increase in net cash used for operating activities was primarily due to $185 million in cash received in 2025 for deferred amounts related to the trademark license and product supply agreements associated with the sale of our OTR tire business and lower segment operating income of $100 million, partially offset by a lower use of working capital of $100 million.

Previous wording

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.

Current wording

The decrease in cash used for working capital reflects a decrease in cash used for Accounts Receivable of $156 million and Inventory of $71 million, partially offset by an increase in cash used for Accounts Payable — Trade of $127 million.

Previous wording

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.

Current wording

Net cash provided by financing activities was $820 million in the first three months of 2026, compared to net cash provided by financing activities of $211 million in the first three months of 2025. The $609 million increase in cash provided by financing activities was primarily related to net borrowings of $807 million in the first three months of 2026, compared to net borrowings of $198 million in the first three months of 2025.

Previous wording

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.

Current wording

In aggregate, we had total credit arrangements of $9,842 million available at March 31, 2026, of which $2,975 million were unused, compared to $10,525 million available at December 31, 2025, of which $4,421 million were unused. At March 31, 2026, we had long term credit arrangements totaling $9,052 million, of which $2,686 million were unused, compared to $9,707 million and $4,145 million, respectively, at December 31, 2025. At March 31, 2026, we had short term committed and uncommitted credit arrangements totaling $790 million, of which $289 million were unused, compared to $818 million and $276 million, respectively, at December 31, 2025. The continued availability of the short term uncommitted arrangements is at the discretion of the relevant lenders and may be terminated at any time.

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Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

Segment operating income does not include net rationalization charges, asset sales, goodwill and other impairment charges, and certain other items.

Current report — wording carried from elsewhere

European revolving credit facility. At December 31, 2025, we had no borrowings and no letters of credit outstanding under the European revolving credit facility.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

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.