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GOODYEAR TIRE & RUBBER CO /OH/

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

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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.

Sep 30, 2026 · Filed Nov 5, 2026

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, 2025 (the “2025 Form 10-K”).

Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2026.

Recently Issued Accounting Standards

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

On September 18, 2025, the FASB issued a final ASU to modernize the accounting for internal-use software. This update replaces the previous stage-based capitalization model with a principles-based approach, allowing capitalization of software development costs once management has authorized and committed funding and it is probable the project will be completed and perform its intended function. The ASU also consolidates guidance for website development under the internal-use software framework and expands applicability to cloud-based and agile development methods. The standards update is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The adoption of this standards update will not have a material impact on our consolidated financial statements.

Goodwill and Intangible Assets

Goodwill and indefinite-lived intangible assets are tested for impairment annually or more frequently if an indicator of impairment is present. Intangible assets with finite lives are amortized over their useful lives and are reviewed for impairment whenever events or circumstances warrant such review. Goodwill and intangible assets are written down to fair value if considered impaired. Goodwill and Intangible Assets totaled $44 million and $640 million, respectively, at September 30, 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 September 30, 2026 and December 31, 2025.

In the third quarter of 2026, macroeconomic and geopolitical events continued to have an adverse impact on our results and contributed to the decline in our replacement volume. We considered the impact on the fair value of our goodwill reporting unit and our 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 and the interim quantitative assessment performed in the second quarter of 2026. 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.

During the third quarter of 2025, we recorded a non-cash impairment charge of $674 million to fully impair our North America reporting unit's goodwill in our Americas segment.

Tariff Refunds

The International Emergency Economic Powers Act ("IEEPA") was used by President Trump to impose tariffs on imports. On December 10, 2025, we filed a lawsuit in the U.S. Court of International Trade challenging the IEPPA tariffs. On February 20, 2026, the U.S. Supreme Court ruled that IEEPA does not authorize the President to impose tariffs. The Court of International

Trade has ordered U.S. Customs and Border Protection ("CBP") to begin refunding tariffs imposed under IEEPA. On April 20, 2026, we submitted our claim for a refund of the IEEPA tariffs through the CBP portal established to process such claims.

We applied the loss recovery model and determined that the receipt of the refund of the previously paid IEEPA tariffs is probable. In the first quarter of 2026, we estimated the amount of the probable refund to be $60 million, of which $46 million was recognized as a reduction to cost of goods sold, $12 million was applied as a reduction to tariffs that remained in inventory, and $2 million was accrued as an other liability associated with contractual terms. We received IEEPA tariff refunds of $42 million in the second quarter of 2026, with the remaining refund amounts received in the third quarter of 2026.

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.

Restricted Cash

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

September 30,
(In millions)20262025
Cash and Cash Equivalents$812$810
Restricted Cash57120
Total Cash, Cash Equivalents and Restricted Cash$869$930

Restricted Cash at both September 30, 2026 and 2025, primarily represents amounts required to be set aside for accounts receivable factoring programs. The restrictions lapse when cash from factored accounts receivable is remitted to the purchaser of those receivables. Restricted cash at September 30, 2025, also includes amounts collected in connection with ongoing agreements related to the sale of our off-the-road ("OTR") tire business. At both September 30, 2026 and 2025, 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. NET SALES

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

Three Months Ended September 30, 2026
(In millions)AmericasEurope, Middle Eastand AfricaAsia PacificTotal
Tire unit sales$2,271$1,142$483$3,896
Other tire and related sales20716921397
Retail services and service related sales19244—236
Chemical sales5——5
Other——66
Net Sales by reportable segment$2,675$1,355$510$4,540
Three Months Ended September 30, 2025
(In millions)AmericasEurope, Middle Eastand AfricaAsia PacificTotal
Tire unit sales$2,209$1,222$474$3,905
Other tire and related sales20514825378
Retail services and service related sales19937—236
Chemical sales121——121
Other3—25
Net Sales by reportable segment$2,737$1,407$501$4,645
Nine Months Ended September 30, 2026
(In millions)AmericasEurope, Middle Eastand AfricaAsia PacificTotal
Tire unit sales$5,947$3,432$1,387$10,766
Other tire and related sales594531661,191
Retail services and service related sales558127—685
Chemical sales16——16
Other5—813
Net Sales by reportable segment$7,120$4,090$1,461$12,671
Nine Months Ended September 30, 2025
(In millions)AmericasEurope, Middle Eastand AfricaAsia PacificTotal
Tire unit sales$6,349$3,458$1,359$11,166
Other tire and related sales582453711,106
Retail services and service related sales576117—693
Chemical sales380——380
Other14—418
Net Sales by reportable segment$7,901$4,028$1,434$13,363

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 The Yokohama Rubber Company, Limited (“Yokohama”), pursuant to the product supply agreement related to the sale of our OTR tire business. 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 $33 million and $34 million at September 30, 2026 and December 31, 2025, respectively. Deferred revenue included in Other Long Term Liabilities in the Consolidated Balance Sheets totaled $59 million and $76 million at September 30, 2026 and December 31, 2025, respectively. We recognize deferred revenue after we have transferred control of the goods or services to the customer and all revenue recognition criteria are met. Revenue deferred at September 30, 2026 primarily relates to the product supply agreement we entered into with Yokohama in connection with the sale of our OTR tire business.

The following table presents the balance of deferred revenue related to contracts with customers, and changes during the nine months ended September 30, 2026:

(In millions)
Balance at December 31, 2025$110
Revenue deferred during period124
Revenue recognized during period(142)
Impact of foreign currency translation—
Balance at September 30, 2026$92

NOTE 3. COSTS ASSOCIATED WITH RATIONALIZATION PROGRAMS

In order to improve our global competitiveness, we have implemented, and are implementing, rationalization actions to reduce high-cost and excess manufacturing capacity and operating and administrative costs.

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

(In millions)Associate-Related CostsOther CostsTotal
Balance at December 31, 2025$194$1$195
2026 Charges(1)21769286
Incurred, net of foreign currency translation of ($5) million and $0 million, respectively(110)(56)(166)
Reversed to the Statement of Operations(12)—(12)
Balance at September 30, 2026$289$14$303
(1)Charges of $286 million exclude $7 million of benefit plan termination benefit charges recorded in Rationalizations in the Consolidated Statement of Operations

During the third quarter of 2026, we approved a plan to reduce manufacturing expenses globally. The plan includes approximately 300 net job reductions. We expect these actions to be substantially complete by the end of 2027. Total pre-tax charges are expected to be approximately $30 million, of which approximately $15 million is expected to be cash charges for associate-related and other exit costs, and the remaining costs are expected to be asset-related charges. We have accrued approximately $16 million for this plan at September 30, 2026.

During the third quarter of 2026, we approved a plan to close our chemical manufacturing facilities in Niagara Falls, New York (“Niagara Falls”) and Bayport, Texas (“Bayport”). The plan includes approximately 85 job reductions. We expect these actions to be substantially complete by the end of 2027. Total pre-tax charges are expected to be between $55 million to $75 million, of which approximately $30 million is expected to be cash charges primarily for plant decommissioning and associate-related and other exit costs, and the remaining costs are expected to be non-cash charges primarily for accelerated depreciation and other asset-related charges. We have accrued approximately $5 million for this plan at September 30, 2026.

During the third quarter of 2026, we approved a plan to permanently close our Fayetteville, North Carolina tire manufacturing facility ("Fayetteville"). The plan includes approximately 1,750 job reductions. We expect to substantially complete this rationalization plan by the end of 2027 and estimate the total pre-tax charges associated with this action to be between $535 million and $565 million, of which $190 million to $210 million are expected to be cash charges primarily for associate-related and other exit costs, and the remaining costs are expected to be non-cash charges primarily for accelerated depreciation and other asset-related charges ($290 million to $310 million) and pension special termination benefits ($40 million to $50 million). We have accrued approximately $109 million for this plan at September 30, 2026.

During the second quarter of 2026, we approved a plan to reduce headcount globally. The plan includes approximately 200 net headcount reductions. Total pre-tax charges are expected to be primarily cash charges of approximately $20 million for associate-related and other exit costs. We have accrued approximately $18 million for this plan at September 30, 2026.

During the first quarter of 2026, we approved a rationalization plan in Europe, Middle East and Africa ("EMEA") to improve its cost structure as part of actions we expect to take in order to streamline its sales and distribution model and simplify business processes. The plan includes approximately 400 net headcount reductions. In certain countries, relevant portions of the rationalization plan remain subject to consultation with employee representative bodies. Total pre-tax charges are expected to be primarily cash charges between $100 million and $110 million, of which $75 million to $85 million are for associate-related and other exit costs. We expect these actions to be substantially complete in 2028. We have accrued approximately $67 million for this plan at September 30, 2026.

During the first quarter of 2026, we approved a plan to reduce Selling, Administrative and General Expense ("SAG") headcount globally. The plan includes approximately 100 net headcount reductions. The total pre-tax charges associated with these actions are expected to be approximately $10 million, primarily for associate-related and other exit costs. We have accrued approximately $4 million for this plan at September 30, 2026.

During the first quarter of 2026, we approved a plan in Americas to consolidate mold operations and close the Tall Timbers mold plant in Findlay, Ohio ("Tall Timbers"). The plan includes approximately 100 net headcount reductions. The total pre-tax charges associated with these actions are expected to be approximately $15 million, primarily for associate-related and other exit costs. We have accrued approximately $1 million for this plan at September 30, 2026.

The remainder of the accrual balance at September 30, 2026 primarily includes $60 million related to the closures of our Fulda, Germany ("Fulda") and our Fürstenwalde, Germany ("Fürstenwalde") tire manufacturing facilities and $11 million related to a rationalization and workforce reorganization plan in EMEA.

At September 30, 2026 and December 31, 2025, $193 million and $131 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 EndedSeptember 30,Nine Months EndedSeptember 30,
(In millions)2026202520262025
Current Year Plans
Associate Severance and Other Related Costs$114$6$217$95
Benefit Plan Curtailments/Settlements/Termination Benefits7—74
Other Exit Costs232258
Current Year Plans - Net Charges$144$8$249$107
Prior Year Plans
Associate Severance and Other Related Costs$(6)$(2)$(12)$11
Other Exit Costs10154443
Prior Year Plans - Net Charges$4$13$32$54
Total Net Charges$148$21$281$161
Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs, net$71$55$87$142

Substantially all of the new charges for the three and nine months ended September 30, 2026 and 2025 relate to future cash outflows. Net current year plan charges for the three and nine months ended September 30, 2026 primarily relate to plans approved during the first, second and third quarters of 2026 described above and also include a $7 million termination benefits charge for one of our defined benefit pension plans related to headcount reductions at Fayetteville. Net current year plan charges for the three months ended September 30, 2025 primarily relate to the elimination of commercial tire production at our Danville, Virginia tire manufacturing facility ("Danville") and the closure of our Kariega, South Africa tire manufacturing facility ("Kariega"). Net current year plan charges for the nine months ended September 30, 2025 also include a $4 million termination benefits charge for one of our defined benefit pension plans related to headcount reductions at Danville.

Net prior year plan charges for both the three and nine months ended September 30, 2026 and 2025 primarily relate to the closures of Fulda and Fürstenwalde.

Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs for both the three and nine months ended September 30, 2026 primarily relate to the announced closures of Niagara Falls, Bayport, Fayetteville, Tall Timbers, Fulda and Fürstenwalde.

Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs for both the three and nine months ended September 30, 2025 primarily relate to the closures of Fulda and Fürstenwalde, the elimination of commercial tire production at Danville, and the closure of Kariega.

Ongoing rationalization plans had approximately $950 million in charges incurred prior to 2026 and have approximately $200 million in expected charges to be incurred in future periods.

Approximately 2,950 associates will be released under plans initiated in 2026, of which approximately 450 were released through September 30, 2026. In the first nine months of 2026, approximately 550 associates were released under plans initiated in prior years. Approximately 2,950 associates remain to be released under all ongoing rationalization plans.

NOTE 4. OTHER (INCOME) EXPENSE

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(In millions)2026202520262025
Non-service related pension and other postretirement benefits$15$90$53$139
Financing fees and financial instruments expense16124543
Net foreign currency exchange (gains) losses66612
Interest (income)(8)(9)(25)(27)
General and product liability expense - discontinued products1295
Royalty and other (income)(15)(17)(56)(43)
Miscellaneous (income) expense471818
$19$91$50$147

Non-service related pension and other postretirement benefits cost consists primarily of the interest cost, expected return on plan assets and amortization components of net periodic cost, as well as curtailments and settlements which are not related to rationalization plans. Pension expense for the three and nine months ended September 30, 2025 includes pension settlement charges of $68 million and $72 million, respectively, resulting from total lump sum payments exceeding annual service and interest cost of the applicable plan. For further information, refer to Note to the Consolidated Financial Statements No. 10, Pension, Savings and Other Postretirement Benefit Plans.

Royalty and other income for the three and nine months ended September 30, 2026 includes $12 million and $41 million, respectively, related to royalty income from the OTR license agreement and transition services income related to the sales of the OTR tire business, the Dunlop brand and the chemical business. Royalty and other income for the three and nine months ended September 30, 2025 includes $13 million and $26 million, respectively, related to royalty income from the OTR license agreement and transition services income related to the sales of the OTR tire business and the Dunlop brand.

Other (Income) Expense also includes financing fees and financial instruments expense, which consists of commitment fees and charges incurred in connection with financing transactions; net foreign currency exchange (gains) losses, primarily related to the euro and Turkish lira; 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 miscellaneous (income) expense.

NOTE 5. INCOME TAXES

For the third quarter of 2026, we recorded income tax expense of $28 million on loss before income taxes of $211 million. For the first nine months of 2026, we recorded income tax expense of $140 million on loss before income taxes of $552 million. Income tax expense for the three months ended September 30, 2026 includes net discrete tax benefits of $7 million. Income tax expense for the nine months ended September 30, 2026 includes net discrete tax expense of $19 million and is primarily related to an expected settlement of a prior year tax matter in one of our foreign locations.

For the third quarter of 2025, we recorded income tax expense of $1,464 million on loss before income taxes of $733 million. For the first nine months of 2025, we recorded income tax expense of $1,501 million on loss before income taxes of $297 million. Income tax expense for the three and nine months ended September 30, 2025 includes net discrete tax expense of $1,450 million and $1,446 million, respectively. Discrete tax expense for both periods was primarily related to the establishment of a full valuation allowance on our net deferred tax assets in the U.S.

We record taxes based on overall estimated annual effective tax rates. The difference between our effective tax rate and the U.S. statutory rate of 21% for the three and nine months ended September 30, 2026 primarily relates to losses in the U.S. and foreign jurisdictions in which no tax benefits are recorded and the discrete items noted above. The difference between our effective tax rate and the U.S. statutory rate of 21% for the three and nine months ended September 30, 2025 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.

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 September 30, 2026 and December 31, 2025, we had approximately $1.6 billion and $1.4 billion, respectively, of U.S. federal, state and local net deferred tax assets and related valuation allowances totaling $1.6 billion and $1.4 billion, respectively. At September 30, 2026 and December 31, 2025, we also had foreign net deferred tax assets of approximately $1.6 billion and $1.5 billion, respectively, 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.

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

Following an audit by the Internal Revenue Service ("IRS"), we received a Notice of Proposed Adjustment ("NOPA") during the second quarter of 2025 related to an intercompany sale of certain intellectual property in 2021. The IRS proposed to disallow income recognition totaling $1.5 billion associated with this transaction. The federal tax charge related to that income recognition was fully offset by the utilization of $315 million of then-existing deferred tax assets, including tax loss carryforwards and foreign tax credits.

We challenged the proposed adjustment through the established IRS administrative procedures and engaged in settlement discussions with the IRS. On July 29, 2026, we entered into a closing agreement with the IRS resolving all federal income tax consequences related to the 2021 transaction (the "IRS settlement"). As a result of the IRS settlement, in the third quarter of 2026, we wrote-off approximately $45 million of our deferred tax assets that were previously utilized to offset the related federal and state taxes. However, since our U.S. deferred tax assets are in a full valuation allowance, the write-off of those deferred tax assets did not have a material impact on our operating results or cash flow.

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

NOTE 6. EARNINGS PER SHARE

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

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

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(In millions, except per share amounts)2026202520262025
Loss per share — basic:
Goodyear net income (loss)$(238)$(2,195)$(691)$(1,826)
Weighted average shares outstanding289288289287
Loss per common share — basic$(0.82)$(7.62)$(2.39)$(6.35)
Loss per share — diluted:
Goodyear net income (loss)$(238)$(2,195)$(691)$(1,826)
Weighted average shares outstanding289288289287
Dilutive effect of stock options and other dilutive securities————
Weighted average shares outstanding — diluted289288289287
Loss per common share — diluted$(0.82)$(7.62)$(2.39)$(6.35)

Weighted average shares outstanding — diluted for both the three and nine months ended September 30, 2026 excludes approximately 2 million equivalent shares, and, for both the three and nine months ended September 30, 2025, excludes approximately 3 million equivalent shares, 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 both the three and nine months ended September 30, 2026 excludes the dilutive effect of approximately 1 million equivalent shares, and for both the three and nine months ended September 30, 2025 excludes the dilutive effect of approximately 2 million equivalent shares, related to unvested restricted stock units, as their inclusion would have been anti-dilutive due to the Goodyear net loss.

NOTE 7. BUSINESS SEGMENTS

Segment information reflects our strategic business units (“SBUs”), which are organized to meet customer requirements and global competition. For the three and nine months ended September 30, 2026, we operated our business through operating segments representing our regional tire businesses: Americas; EMEA; and Asia Pacific. Segment information is reported on the basis used for reporting to our Chief Executive Officer. Each of the SBUs is involved in the development, manufacture, distribution and sale of tires. Certain of the SBUs also provide related products and services, which include retreads and automotive and commercial truck maintenance and repair services.

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 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.

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

Three Months Ended September 30, 2026
(In millions)AmericasEurope, Middle East and AfricaAsia PacificTotal
Net Sales$2,675$1,355$510$4,540
Less:
Cost of Goods Sold2,2281,1433793,750
Selling, Administrative and General Expense35920866633
Other (income) expense(1)(8)(8)(1)(17)
Segment Operating Income (Loss)$96$12$66$174
Less:
Rationalizations (Note 3)148
Interest expense111
Other (income) expense (Note 4)19
Net (gains) losses on asset sales(9)
Asset write-offs, accelerated depreciation and accelerated lease costs, net (Note 3)71
Corporate incentive compensation plans9
Retained expenses of divested operations4
Other(2)32
Income (Loss) before Income Taxes$(211)
(1)Primarily represents OTR license agreement royalty income, in addition to transition services income related to the sales of the OTR tire business, the Dunlop brand and the chemical business.
(2)Primarily represents unallocated corporate costs and the elimination of royalty and other income attributable to the SBUs.
Three Months Ended September 30, 2025
(In millions)AmericasEurope, Middle East and AfricaAsia PacificTotal
Net Sales$2,737$1,407$501$4,645
Less:
Cost of Goods Sold2,1871,1763843,747
Selling, Administrative and General Expense35020967626
Other (income) expense(1)(6)(8)(1)(15)
Segment Operating Income (Loss)$206$30$51$287
Less:
Goodwill Impairment674
Rationalizations (Note 3)21
Interest expense114
Other (income) expense (Note 4)91
Net (gains) losses on asset sales1
Asset write-offs, accelerated depreciation and accelerated lease costs, net (Note 3)55
Corporate incentive compensation plans8
Retained expenses of divested operations5
Other(2)51
Income (Loss) before Income Taxes$(733)
(1)Primarily represents OTR transition license agreement royalty income, in addition to transition services income related to the sales of the OTR tire business and the Dunlop brand.
(2)Primarily represents unallocated corporate costs and the elimination of royalty and other income attributable to the SBUs.
Nine Months Ended September 30, 2026
(In millions)AmericasEurope, Middle East and AfricaAsia PacificTotal
Net Sales$7,120$4,090$1,461$12,671
Less:
Cost of Goods Sold5,9553,4491,08610,490
Selling, Administrative and General Expense1,0696681941,931
Other (income) expense(1)(27)(23)(5)(55)
Segment Operating Income (Loss)$123$(4)$186$305
Less:
Rationalizations (Note 3)281
Interest expense311
Other (income) expense (Note 4)50
Net (gains) losses on asset sales(29)
Asset write-offs, accelerated depreciation and accelerated lease costs, net (Note 3)87
Corporate incentive compensation plans40
Retained expenses of divested operations10
Other(2)107
Income (Loss) before Income Taxes$(552)
(1)Primarily represents OTR license agreement royalty income, in addition to transition services income related to the sales of the OTR tire business, the Dunlop brand and the chemical business.
(2)Primarily represents unallocated corporate costs and the elimination of royalty and other income attributable to the SBUs.
Nine Months Ended September 30, 2025
(In millions)AmericasEurope, Middle East and AfricaAsia PacificTotal
Net Sales$7,901$4,028$1,434$13,363
Less:
Cost of Goods Sold6,3763,4111,10210,889
Selling, Administrative and General Expense1,0436331981,874
Other (income) expense(1)(20)(16)(5)(41)
Segment Operating Income (Loss)$502$—$139$641
Less:
Goodwill Impairment674
Rationalizations (Note 3)161
Interest expense341
Other (income) expense (Note 4)147
Net (gains) losses on asset sales(700)
Asset write-offs, accelerated depreciation and accelerated lease costs, net (Note 3)142
Corporate incentive compensation plans44
Retained expenses of divested operations8
Other(2)121
Income (Loss) before Income Taxes$(297)
(1)Primarily represents OTR license agreement royalty income, in addition to transition services income related to the sales of the OTR tire business and the Dunlop brand.
(2)Primarily represents unallocated corporate costs and the elimination of royalty income attributable to the SBUs.

The following table presents segment assets:

(In millions)September 30,2026December 31,2025
Assets
Americas$10,327$10,275
Europe, Middle East and Africa5,0964,878
Asia Pacific2,1992,166
Total Segment Assets$17,622$17,319
Corporate878889
$18,500$18,208

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. For net sales, only the United States and Luxembourg were considered to be significant. For long-lived assets, only the United States and China were considered to be significant.

Three Months EndedSeptember 30, · Nine Months EndedSeptember 30,
(In millions) · 2026 · 2025 · 2026 · 2025
Net Sales
United States$2,252$2,262$5,876$6,548
Luxembourg4163501,342$1,045
Other international1,8722,0335,4535,770
$4,540$4,645$12,671$13,363
(In millions)September 30,2026December 31,2025
Long-Lived Assets
United States$3,198$3,435
China624645
Other international3,6303,763
$7,452$7,843

Goodwill impairment, as described in Note to the Consolidated Financial Statements No. 1, Accounting Policies; rationalizations, as described in Note to the Consolidated Financial Statements No. 3, Costs Associated with Rationalization Programs; net (gains) losses on asset sales, and asset write-offs, accelerated depreciation and accelerated lease costs were not charged (credited) to the SBUs for performance evaluation purposes but were attributable to the SBUs as follows:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(In millions)2026202520262025
Goodwill Impairment
Americas$—$674$—$674
Total Segment Goodwill Impairment$—$674$—$674
Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(In millions)2026202520262025
Rationalizations
Americas$124$4$138$76
Europe, Middle East and Africa181612671
Asia Pacific2—51
Total Segment Rationalizations$144$20$269$148
Corporate411213
$148$21$281$161
Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(In millions)2026202520262025
Net (Gains) Losses on Asset Sales
Americas$(1)$(3)$(15)$(4)
Europe, Middle East and Africa(12)—(15)—
Asia Pacific———(55)
Total Segment (Gains) Losses on Asset Sales$(13)$(3)$(30)$(59)
Corporate441(641)
$(9)$1$(29)$(700)
Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(In millions)2026202520262025
Asset Write-Offs, Accelerated Depreciation, and Accelerated Lease Costs, net
Americas$69$20$76$62
Europe, Middle East and Africa2331075
Asia Pacific—215
Total Segment Asset Write-Offs, Accelerated Depreciation, and Accelerated Lease Costs, net$71$55$87$142

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

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(In millions)2026202520262025
Capital Expenditures
Americas$99$117$322$444
Europe, Middle East and Africa2930110122
Asia Pacific11243768
Total Segment Capital Expenditures$139$171$469$634
Corporate—121215
$139$183$481$649
Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(In millions)2026202520262025
Depreciation and Amortization(1)
Americas$166$152$441$468
Europe, Middle East and Africa5378174227
Asia Pacific28308690
Total Segment Depreciation and Amortization$247$260$701$785
Corporate1093028
$257$269$731$813
(1)The amounts presented do not include the allocation of asset write-offs, accelerated depreciation and accelerated lease costs, net, to Corporate.

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

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(In millions)2026202520262025
Equity in (Income) Loss
Americas$8$2$37$28
Europe, Middle East and Africa———(1)
Asia Pacific(2)(4)(7)(11)
Total Segment Equity in (Income) Loss$6$(2)$30$16

NOTE 8. FINANCING ARRANGEMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS

At September 30, 2026, we had total credit arrangements of $10,939 million, of which $3,639 million were unused. At that date, approximately 19% of our debt was at variable interest rates averaging 6.10%.

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

At September 30, 2026, we had short term committed and uncommitted credit arrangements totaling $687 million, of which $313 million were unused. These arrangements are available primarily to certain of our foreign subsidiaries through various banks at quoted market interest rates.

The following table presents amounts due within one year:

(In millions)September 30,2026December 31,2025
Chinese credit facilities$4$42
Other foreign and domestic debt345464
Notes Payable and Overdrafts$349$506
Weighted average interest rate8.45%7.62%
4.875% Notes due 2027$700$—
7.625% Notes due 2027118—
Chinese credit facilities10948
Mexican credit facility—200
Other foreign and domestic debt (including finance leases)63116
Long Term Debt and Finance Leases due Within One Year$990$364
Weighted average interest rate5.31%5.07%
Total obligations due within one year$1,339$870

Long Term Debt and Finance Leases and Financing Arrangements

At September 30, 2026, we had long term credit arrangements totaling $10,252 million, of which $3,326 million were unused.

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

September 30, 2026December 31, 2025
(In millions)AmountInterestRateAmountInterestRate
Notes:
4.875% due 2027$700$700
7.625% due 2027118121
7% due 2028150150
2.75% Euro Notes due 2028455470
5% due 2029850850
6.625% due 2030500500
5.25% due April 2031550550
5.25% due July 2031600600
8.875% due 20321,050—
5.625% due 2033450450
Credit Facilities:
First lien revolving credit facility due 2030575.15%——
European revolving credit facility due 20286193.93%——
Pan-European accounts receivable facility2284.45%2923.86%
Mexican credit facility——%2005.99%
Chinese credit facilities1562.35%1501.69%
Other foreign and domestic debt(1)3169.26%4248.32%
6,7995,457
Unamortized deferred financing fees(34)(26)
6,7655,431
Finance lease obligations(2)255261
7,0205,692
Less portion due within one year(990)(364)
$6,030$5,328
(1)Interest rates are weighted average interest rates primarily related to various foreign credit facilities with customary terms and conditions.(2)Includes $4 million non-cash financing additions during the nine months ended September 30, 2026 and $2 million of non-cash financing additions during the twelve months ended December 31, 2025.

NOTES

At September 30, 2026, we had $5,423 million of outstanding notes, compared to $4,391 million at December 31, 2025.

$1,050 million 8.875% Senior Notes due 2032

On June 4, 2026, we issued $1,050 million in aggregate principal amount of 8.875% senior notes due 2032.

CREDIT FACILITIES

$2.75 billion Amended and Restated First Lien Revolving Credit Facility due 2030

Our amended and restated first lien revolving credit facility matures on May 19, 2030 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 greater of 50% of the appraised value, if any, of our principal trademarks or $400 million, (iii) the value of eligible machinery and equipment, and (iv) certain cash in an amount not to exceed $275 million. To the extent that our eligible accounts receivable, inventory and other components of the borrowing base decline in value, our borrowing base will decrease and the availability under the facility may decrease below $2.75 billion. As of September 30, 2026, our borrowing base, and therefore our availability under this facility, was $270 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, 2024. The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.

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

At September 30, 2026, we had $57 million of borrowings and $1 million of letters of credit issued under the revolving credit facility. At December 31, 2025, we hadno borrowings and $1 million of letters of credit issued under the revolving credit facility.

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

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

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

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

At September 30, 2026, there were$204 million (€180 million)of borrowings outstanding under the German tranche, $415 million(€365 million) ofborrowings outstanding under the all-borrower tranche, andno letters of credit outstanding under the European revolving credit facility. At December 31, 2025, we hadno borrowings andno letters of credit outstanding under the European revolving credit facility.

Accounts Receivable Securitization Facility (On-Balance Sheet)

GEBV and certain other of our European subsidiaries are parties to a pan-European accounts receivable securitization facility that expires in 2032. The terms of the facility provide the flexibility to designate annually the maximum amount of funding available under the facility in an amount of not less than €30 million and not more than €450 million. For the period from October 2025 through October 2027, the designated maximum amount of the facility is €300 million.

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

The funding commitments under the facility will expire upon the earliest to occur of: (a) October 18, 2032, (b) the non-renewal and expiration (without substitution) of all of the back-up liquidity commitments, (c) the early termination of the facility according to its terms (generally upon an Early Amortisation Event (as defined in the facility), which includes, among other things, events similar to the events of default under our first lien revolving credit facility; certain tax law changes; or certain changes to law, regulation or accounting standards), or (d) our request for early termination of the facility. The facility’s current back-up liquidity commitments will expire in October 2027.

The facility has customary representations, warranties, covenants and Early Amortisation Events. In addition, it is an Early Amortisation Event under the facility if GEBV’s ratio of Consolidated Net GEBV Indebtedness to Consolidated GEBV EBITDA for a period of four consecutive fiscal quarters is greater than 3.0 to 1.0 at the end of any fiscal quarter. This financial covenant is substantially similar to the covenant included in our European revolving credit facility.

At September 30, 2026, the amounts available and utilized under this program totaled $228 million (€200 million). At December 31, 2025, the amounts available and utilized under this program totaled $292 million (€249 million). The program does not qualify for sale accounting, and accordingly, these amounts are included in Long Term Debt and Finance Leases.

For a description of the collateral securing the credit facilities described above as well as the covenants applicable to them, refer to Note to the Consolidated Financial Statements No. 16, Financing Arrangements and Derivative Financial Instruments, in our 2025 Form 10-K.

Accounts Receivable Factoring Facilities (Off-Balance Sheet)

We have sold certain of our accounts receivables under off-balance sheet programs. For these programs, we have concluded that there is generally no risk of loss to us from non-payment of the sold receivables. At September 30, 2026, the gross amount of receivables sold was $844 million, compared to $892 million at December 31, 2025.

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 $899 million and $876 million at September 30, 2026 and December 31, 2025, respectively. The amounts confirmed to the financial institutions were $589 million and $551 million at September 30, 2026 and December 31, 2025, respectively, and are included in Accounts Payable — Trade in our Consolidated Balance Sheets. All activity related to these obligations is presented within operating activities on the Consolidated Statements of Cash Flows.

Other Foreign Credit Facilities

A Mexican subsidiary and a U.S. subsidiary have a revolving credit facility in Mexico. At September 30, 2026, we have $200 million available andno borrowings outstanding under this facility. At December 31, 2025, the amounts available and utilized under the facility were $200 million. The facility was renewed on September 1, 2026 and matures on November 22, 2028. The facility has covenants relating to the Mexican and U.S. subsidiaries and has customary representations and warranties and defaults relating to the Mexican and U.S. subsidiaries' ability to perform their respective obligations under the facility.

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

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

(In millions)September 30,2026December 31,2025
Total available$797$854
Amounts utilized:
Notes Payable and Overdrafts$4$42
Long Term Debt due Within One Year10948
Long Term Debt47102
Letters of credit, bank acceptances and other utilization139131
Total utilized$299$323
Maturities10/26-6/291/26-7/27

DERIVATIVE FINANCIAL INSTRUMENTS

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

Foreign Currency Contracts

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

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

(In millions)September 30,2026December 31,2025
Fair Values — Current asset (liability):
Accounts receivable$32$6
Other current liabilities(14)(30)

At September 30, 2026 and December 31, 2025, these outstanding foreign currency derivatives had notional amounts of $1,841 million and $1,942 million, respectively, and were primarily related to intercompany loans. Other (Income) Expense included net transaction gains on derivatives of $0 million and $24 million for the three and nine months ended September 30, 2026, respectively, and net transaction gains on derivatives of $4 million and losses of $102 million for the three and nine months ended September 30, 2025, respectively. These amounts were substantially offset in Other (Income) Expense by the effect of changing exchange rates on the underlying currency exposures.

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

NOTE 9. FAIR VALUE MEASUREMENTS

The following table presents information about assets and liabilities recorded at fair value on the Consolidated Balance Sheets at September 30, 2026 and December 31, 2025:

Total Carrying Valuein theConsolidatedBalance SheetsQuoted Prices in ActiveMarkets for IdenticalAssets/Liabilities(Level 1)Significant OtherObservable Inputs(Level 2)SignificantUnobservableInputs(Level 3)
(In millions)20262025202620252026202520262025
Assets:
Investments$13$13$13$13$—$—$—$—
Foreign Exchange Contracts326——326——
Total Assets at Fair Value$45$19$13$13$32$6$—$—
Liabilities:
Foreign Exchange Contracts$14$30$—$—$14$30$—$—
Total Liabilities at Fair Value$14$30$—$—$14$30$—$—

The following table presents supplemental fair value information about long term fixed rate and variable rate debt, excluding finance leases, at September 30, 2026 and December 31, 2025:

(In millions)September 30,2026December 31,2025
Fixed Rate Debt:(1)
Carrying amount — liability$5,513$4,496
Fair value — liability5,0714,422
Variable Rate Debt:(1)
Carrying amount — liability$1,252$935
Fair value — liability1,189935
(1)Excludes Notes Payable and Overdrafts of $349 million and $506 million at September 30, 2026 and December 31, 2025, respectively, of which $177 million and $216 million, respectively, are at fixed rates and $172 million and $290 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 $4,947 million and $4,291 million at September 30, 2026 and December 31, 2025, respectively, were estimated using quoted Level 1 market prices. The carrying value of the remaining long term debt approximates fair value since the terms of the financing arrangements are similar to terms that could be obtained under current lending market conditions.

NOTE 10. PENSION, SAVINGS AND OTHER POSTRETIREMENT BENEFIT PLANS

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

Defined benefit pension cost follows:

U.S. · U.S.
Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(In millions)2026202520262025
Service cost$1$1$4$4
Interest cost324096121
Expected return on plan assets(43)(50)(130)(151)
Amortization of net losses22246571
Net periodic pension cost$12$15$35$45
Net curtailments/settlements/termination benefits768776
Total defined benefit pension cost$19$83$42$121
Non-U.S. · Non-U.S.
Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(In millions)2026202520262025
Service cost$4$4$11$12
Interest cost24267476
Expected return on plan assets(22)(24)(67)(70)
Amortization of prior service cost——11
Amortization of net losses561616
Net periodic pension cost$11$12$35$35
Net curtailments/settlements/termination benefits———1
Total defined benefit pension cost$11$12$35$36

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

In the third quarter of 2026, a pension termination benefits charge of $7 million was recorded related to the exit of employees under an approved rationalization plan.

In the third quarter and first nine months of 2025, pension settlement charges of $68 million and $72 million, respectively, were recorded in Other (Income) Expense. The settlement charges resulted from total lump sums exceeding annual service and interest cost of the applicable plans, including $68 million in the third quarter from the offer of lump sum payments over a limited time to certain active and former employees in the U.S. salaried defined benefit pension plan. In addition, in the first nine months of 2025, pension termination benefits charges of $4 million and $1 million were recorded related to the exit of employees under an approved rationalization plan and the sale of the OTR tire business, respectively.

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 benefit expense for the three and nine months ended September 30, 2026. Net other postretirement benefits income for three and nine months ended September 30, 2025 was $1 million for both periods.

We expect to contribute approximately $25 million to our funded non-U.S. pension plans in 2026. For the three and nine months ended September 30, 2026, we contributed $3 million and $12 million, respectively, to our non-U.S. plans.

The expense recognized for our contributions to defined contribution savings plans for the three months ended September 30, 2026 and 2025 was $26 million and $30 million, respectively, and for the nine months ended September 30, 2026 and 2025 was $83 million and $92 million, respectively.

NOTE 11. STOCK COMPENSATION PLANS

Our Board of Directors granted 2.2 million restricted stock units and 0.7 million performance share units during the nine months ended September 30, 2026 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 $8.34 for restricted stock units and $8.30 for performance share units granted during the nine months ended September 30, 2026.

We recognized stock-based compensation expense of $1 million and $13 million during the three and nine months ended September 30, 2026, respectively. At September 30, 2026, unearned compensation cost related to the unvested portion of all stock-based awards was approximately $19 million and is expected to be recognized over the remaining vesting period of the respective grants, through the third quarter of 2029. We recognized stock-based compensation expense of $6 million and $17 million during the three and nine months ended September 30, 2025, respectively.

NOTE 12. COMMITMENTS AND CONTINGENT LIABILITIES

Environmental Matters

We have recorded liabilities totaling $84 million and $79 million at September 30, 2026 and December 31, 2025, 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 was included in Other Current Liabilities at both September 30, 2026 and December 31, 2025. 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 net liabilities, on a discounted basis, totaling $148 million and $145 million for anticipated costs related to workers’ compensation at September 30, 2026 and December 31, 2025, respectively. Of these amounts, $28 million was included in Other Current Liabilities as part of Compensation and Benefits at both September 30, 2026 and December 31, 2025. The costs include an estimate of expected settlements on pending claims, defense costs and a provision for claims incurred but not reported. These estimates are based on our assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and current cost trends. The amount of our ultimate liability in respect of these matters may differ from these estimates. We periodically, and at least annually, update our loss development factors based on actuarial analyses. At September 30, 2026 and December 31, 2025, the liability was discounted using a risk-free rate of return. At September 30, 2026, 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 $435 million and $417 million, including related legal fees expected to be incurred, for potential product liability and other tort claims, including asbestos claims, at September 30, 2026 and December 31, 2025, respectively. Of these amounts, $74 million and $66 million were included in Other Current Liabilities at September 30, 2026 and December 31, 2025, respectively. The amounts recorded were estimated based on an assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and, where available, recent and current trends. Based upon that assessment, at September 30, 2026, 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 $1 million and within Other Assets of $2 million for Sumitomo Rubber Industries, Ltd. ("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 169,700 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 $613 million through September 30, 2026 and $597 million through December 31, 2025.

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

(Dollars in millions)Nine Months Ended September 30, 2026Year EndedDecember 31, 2025
Pending claims, beginning of period30,40035,400
New claims filed800800
Claims settled/dismissed(2,700)(5,800)
Pending claims, end of period28,50030,400
Payments(1)$11$16
(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 $112 million and $107 million at September 30, 2026 and December 31, 2025, 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 $58 million and $57 million at September 30, 2026 and December 31, 2025, respectively. We expect that approximately 50% of asbestos claim related losses would be recoverable through insurance during the ten-year period covered by the estimated liability. Of these amounts, $10 million was included in Current Assets as part of Accounts Receivable at both September 30, 2026 and December 31, 2025. 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, 2025, we had approximately $510 million in excess level policy limits applicable to indemnity and defense costs for asbestos products claims under coverage-in-place agreements. We also had additional unsettled excess level policy limits potentially applicable to such costs. In addition, we had coverage under certain primary policies for indemnity and defense costs for asbestos products claims under remaining aggregate limits pursuant to a coverage-in-place agreement, as well as coverage for indemnity and defense costs for asbestos premises claims pursuant to coverage-in-place agreements.

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

Other Actions

We are currently a party to various claims, indirect tax assessments and legal proceedings in addition to those noted above. If management believes that a loss arising from these matters is probable and can reasonably be estimated, we record the amount of the loss, or the minimum estimated liability when the loss is estimated using a range and no point within the range is more probable than another. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary. Based on currently available information, management believes that the ultimate outcome of these matters, individually and in the aggregate, will not have a material adverse effect on our financial position or overall trends in results of operations.

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

Income Tax Matters

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

Following an audit by the IRS, we received a Notice of Proposed Adjustment ("NOPA") during the second quarter of 2025 related to an intercompany sale of certain intellectual property in 2021. The IRS proposed to disallow income recognition totaling $1.5 billion associated with this transaction. The federal tax charge related to that income recognition was fully offset by the utilization of $315 million of then-existing deferred tax assets, including tax loss carryforwards and foreign tax credits.

We challenged the proposed adjustment through the established IRS administrative procedures and engaged in settlement discussions with the IRS. On July 29, 2026, we entered into a closing agreement with the IRS resolving all federal income tax consequences related to the 2021 transaction (the "IRS settlement"). As a result of the IRS settlement, in the third quarter of 2026, we wrote-off approximately $45 million of our deferred tax assets that were previously utilized to offset the related federal and state taxes. However, since our U.S. deferred tax assets are in a full valuation allowance, the write-off of those deferred tax assets did not have a material impact on our operating results or cash flow.

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 $15 million at both September 30, 2026 and December 31, 2025. We issue guarantees to financial institutions or other entities on behalf of certain of our affiliates, lessors or customers. We generally do not require collateral in connection with the issuance of these guarantees.

In 2015, as a result of the dissolution of the global alliance with SRI, we issued a guarantee of $46 million to an insurance company related to SRI's obligation to pay certain outstanding workers' compensation claims of a formerly consolidated joint venture entity. As of September 30, 2026, 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. During the first quarter of 2026, the revolving loan commitment decreased from $130 million to $100 million. The carrying value of our net investment in TireHub was $17 million and $44 million, which includes an outstanding loan receivable of $84 million and $103 million, including $1 million and $2 million of interest, at September 30, 2026 and December 31, 2025, respectively, and was included in Other Assets on our Consolidated Balance Sheets. Our investment in TireHub is accounted for under the equity method of accounting and, as such, includes our 50% share of the net income (losses) of TireHub.

NOTE 13. CAPITAL STOCK

Common Stock Repurchases

We may repurchase shares delivered to us by employees as payment for the exercise price of stock options and the withholding taxes due upon the exercise of stock options or the vesting or payment of stock awards. During the first nine months of 2026, we didnot repurchase any shares from employees.

NOTE 14. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables present changes in AOCL, by component, for the nine months ended September 30, 2026 and 2025, after tax and minority interest.

(In millions) Income (Loss)ForeignCurrencyTranslationAdjustmentUnrealized Gains (Losses) from SecuritiesUnrecognizedNet ActuarialLosses andPrior ServiceCostsTotal
Balance at December 31, 2025$(1,662)$1$(1,927)$(3,588)
Other comprehensive income (loss) before reclassifications15—217
Amounts reclassified from accumulated other comprehensive income (loss)——6969
Balance at September 30, 2026$(1,647)$1$(1,856)$(3,502)
(In millions) Income (Loss)ForeignCurrencyTranslationAdjustmentUnrealized Gains (Losses) from SecuritiesUnrecognizedNet ActuarialLosses andPrior ServiceCostsTotal
Balance at December 31, 2024$(1,705)$1$(2,140)$(3,844)
Other comprehensive income (loss) before reclassifications(10)—(3)(13)
Amounts reclassified from accumulated other comprehensive income (loss)8—143151
Balance at September 30, 2025$(1,707)$1$(2,000)$(3,706)

The following table presents reclassifications out of AOCL:

Three Months EndedSeptember 30, · Nine Months EndedSeptember 30,
2026 · 2025 · 2026 · 2025
(In millions) (Income) Expense · Amount Reclassifiedfrom AOCL · Amount Reclassifiedfrom AOCL · Affected Line Item in the ConsolidatedStatements of Operations
Component of AOCL
Foreign currency translation adjustment, before tax$—$—$—$8Net (Gain) Loss on Asset Sales
Tax effect————United States and Foreign Taxes
Net of tax$—$—$—$8Goodyear Net Income (Loss)
Amortization of prior service cost and unrecognized gains and losses$24$25$72$76Other (Income) Expense
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures—68—70Other (Income) Expense
Unrecognized net actuarial losses and prior service costs, before tax$24$93$72$146
Tax effect(1)10(3)(3)United States and Foreign Taxes
Net of tax$23$103$69$143Goodyear Net Income (Loss)
Total reclassifications$23$103$69$151Goodyear Net Income (Loss)

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

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(In millions)2026202520262025
Net Income (Loss) Attributable to Minority Shareholders$(1)$(2)$(1)$28
Other Comprehensive Income (Loss):
Foreign currency translation—(1)(4)7
Other Comprehensive Income (Loss)$—$(1)$(4)$7
Comprehensive Income (Loss) Attributable to Minority Shareholders$(1)$(3)$(5)$35
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