What changed in this filing

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Item 1. Financial Statements

2025-11-04 compared with 2025-08-08 · 325 added, 275 removed, 963 unchanged (38% of the section changed)

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In millions, except per share amounts) 2025 2024 2025 2024

3 unchanged sentences

Selling, Administrative and General Expense 676 663 2,018 2,090

Goodwill and Intangible Asset Impairments (Note 1)

674 125 674 125

Rationalizations (Note 4)

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Other (Income) Expense (Note 5)

Net (Gain) on Asset Sales (Note 2)

Net (Gain) Loss on Asset Sales (Note 2)

1 ( 1 ) ( 700 ) ( 95 )

Income before Income Taxes

Income (Loss) before Income Taxes

( 733 ) ( 27 ) ( 297 ) 42

United States and Foreign Tax Expense (Note 6)

1,464 9 1,501 75

Net Income (Loss)

( 2,197 ) ( 36 ) ( 1,798 ) ( 33 )

Minority Shareholders’ Net Income (Loss)

( 2 ) 1 28 ( 6 )

Goodyear Net Income

Goodyear Net Income (Loss)

$ ( 2,195 ) $ ( 37 ) $ ( 1,826 ) $ ( 27 )

Goodyear Net Income — Per Share of Common Stock

Goodyear Net Income (Loss) — Per Share of Common Stock

Basic $ ( 7.62 ) $ ( 0.13 ) $ ( 6.35 ) $ ( 0.09 )

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In millions) 2025 2024 2025 2024

Net Income (Loss)

$ ( 2,197 ) $ ( 36 ) $ ( 1,798 ) $ ( 33 )

Other Comprehensive Income (Loss):

Foreign currency:

Foreign currency translation, net of tax of ($ 6 ) and $ 0 in 2025 ($ 3 and $ 0 in 2024)

2 unchanged sentences

Defined benefit plans:

Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $ 7 and $ 13 in 2025 ($ 6 and $ 13 in 2024)

Reclassification adjustment for amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of ($ 9 ) and $ 4 in 2025 ($ 7 and $ 20 in 2024)

Change in net actuarial gains and losses, net of tax of ($ 3 ) and ($ 1 ) in 2025 (($ 1 ) and $ 6 in 2024)

Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures, net of tax of $ 0 and $ 0 in 2025 ($ 0 and ($ 1 ) in 2024)

( 11 ) ( 3 ) ( 3 ) 7

Reclassification adjustment for immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures, net of tax of ($ 1 ) and ($ 1 ) in 2025 ($ 0 and ($ 1 ) in 2024)

69 — 71 ( 4 )

Prior service credit from plan amendments, net of tax of $ 0 and $ 0 in 2025 ($ 7 and $ 7 in 2024)

Deferred derivative gain:

1 unchanged sentence

Other Comprehensive Income (Loss)

8 ( 24 ) 68 ( 11 )

Comprehensive Income (Loss)

2 unchanged sentences

( 3 ) 9 35 ( 2 )

Goodyear Comprehensive Income

Goodyear Comprehensive Income (Loss)

$ ( 2,117 ) $ 33 $ ( 1,688 ) $ 36

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CONSOLIDATED BALANCE SHEETS

(In millions, except share data) June 30,

(In millions, except share data) September 30,

2025 December 31,

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Total Current Assets 9,024 7,589

Goodwill 716 756

Intangible Assets 677 805

Goodwill (Note 1) 42 756

Intangible Assets (Note 1) 670 805

Deferred Income Taxes (Note 6)

52 unchanged sentences

Stock-based compensation plans 11 11 11

Dividends declared ( 2 ) ( 2 )

Common stock issued from treasury 1,039,706 1 ( 6 ) ( 5 ) ( 5 )

Balance at March 31, 2025

Balance at June 30, 2025

(after deducting 38,273,938 common treasury shares)

3 unchanged sentences

Other comprehensive income (loss)

78 78 ( 1 ) 77

Total Comprehensive Income (Loss)

( 2,117 ) ( 3 ) ( 2,120 )

Stock-based compensation plans 6 6 6

1 unchanged sentence

Common stock issued from treasury 122,812

Balance at June 30, 2025

Balance at September 30, 2025

(after deducting 38,151,126 common treasury shares)

286,136,781 $ 286 $ 3,170 $ 3,255 $ ( 3,706 ) $ 3,005 $ 173 $ 3,178

There were no dividends declared or paid during the three and six months ended June 30, 2025.

There were no dividends declared or paid during the three and nine months ended September 30, 2025.

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

24 unchanged sentences

Common stock issued from treasury 900,744 1 ( 4 ) ( 3 ) ( 3 )

Balance at March 31, 2024

Balance at June 30, 2024

(after deducting 39,600,900 common treasury shares)

3 unchanged sentences

Other comprehensive income (loss)

( 23 ) ( 23 ) ( 1 ) ( 24 )

Total Comprehensive Income (Loss)

1 unchanged sentence

Dividends declared ( 1 ) ( 1 )

Balance at June 30, 2024

Common stock issued from treasury 228,014

Balance at September 30, 2024

(after deducting 39,372,886 common treasury shares)

284,915,021 $ 285 $ 3,152 $ 5,008 $ ( 3,772 ) $ 4,673 $ 152 $ 4,825

There were no dividends declared or paid during the three and six months ended June 30, 2024.

There were no dividends declared or paid during the three and nine months ended September 30, 2024.

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

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CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

(In millions) 2025 2024

Cash Flows from Operating Activities:

Adjustments to Reconcile Net Income to Cash Flows from Operating Activities:

$ ( 1,798 ) $ ( 33 )

Adjustments to Reconcile Net Loss to Cash Flows from Operating Activities:

Depreciation and Amortization 813 800

Amortization and Write-Off of Debt Issuance Costs 17 10

Goodwill and Intangible Asset Impairment (Note 1)

Provision for Deferred Income Taxes (Note 6)

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Other Assets and Liabilities ( 120 ) ( 69 )

Total Cash Flows used in Operating Activities

( 718 ) ( 518 )

Total Cash Flows from Operating Activities ( 716 ) ( 591 )

Cash Flows from Investing Activities:

3 unchanged sentences

Asset Dispositions 1,332 110

Short Term Securities Redeemed — 2

Long Term Securities Redeemed 4 4

1 unchanged sentence

Other Transactions ( 29 ) 1

Total Cash Flows from (used in) Investing Activities

Total Cash Flows from Investing Activities 663 ( 759 )

Cash Flows from Financing Activities:

6 unchanged sentences

Debt Related Costs and Other Transactions 4 ( 46 )

Total Cash Flows (used in) from Financing Activities

Total Cash Flows from Financing Activities

Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash 27 ( 10 )

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These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”).

Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2025.

Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2025.

Revision of Previously Issued Financial Statements

In preparing the consolidated financial statements as of and for the three and six months ended June 30, 2025, we identified errors in our previously issued financial statements related to our historical computation of currency remeasurement of our foreign operations in Turkey, which was designated as a highly inflationary economy beginning April 1, 2022.

In preparing the consolidated financial statements for the quarter ended June 30, 2025, we identified errors in our previously issued financial statements related to our historical computation of currency remeasurement of our foreign operations in Turkey, which was designated as a highly inflationary economy beginning April 1, 2022.

Upon that designation, the operations and balance sheet in that country should be remeasured into our parent company reporting currency, with remeasurement gains and losses recognized in earnings to reflect the impact of currency translation on our financial results.

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The identified errors impacted our previously issued 2022, 2023 and 2024 annual and interim financial statements.

The impact of the errors on the previously issued consolidated statements of operations and comprehensive income for the quarter ended March 31, 2025 were de minimis.

There were no impacts on previously reported cash flows from operating, investing and financing activities in any prior periods.

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It also includes certain amendments to improve the effectiveness of income tax disclosures.

The standards update is effective for annual periods beginning after December 15, 2024.

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

The standards update is effective for annual periods beginning after December 15, 2024 and will expand our annual income tax disclosures, but will not affect our financial position, results of operations or cash flows.

On November 4, 2024, the FASB issued a final ASU to require disaggregated disclosure of income statement expenses.

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

On September 18, 2025, the FASB issued a final ASU to modernize the accounting for internal-use software.

This update replaces the previous stage-based capitalization model with a principles-based approach, allowing capitalization of software development costs once management has authorized and committed funding and it is probable the project will be completed and perform its intended function.

The ASU also consolidates guidance for website development under the internal-use software framework and expands applicability to cloud-based and agile development methods.

The standards update is effective for fiscal years beginning after December 15, 2026, with early adoption permitted.

We are currently assessing the impact of this standards update on our accounting policies and disclosures.

Goodwill and Intangible Assets

Goodwill and indefinite-lived intangible assets are tested for impairment annually or more frequently if an indicator of impairment is present.

Intangible assets with finite lives are amortized over their useful lives and are reviewed for impairment whenever events or circumstances warrant such review.

Goodwill and intangible assets are written down to fair value if considered impaired.

Goodwill and Intangible Assets totaled $ 42 million and $ 670 million, respectively, at September 30, 2025, compared to $ 756 million and $ 805 million, respectively, at December 31, 2024.

The goodwill associated with the reporting unit in our Asia Pacific segment was $ 42 million at September 30, 2025.

The goodwill associated with the reporting units in our Americas and Asia Pacific segments was $ 715 million and $ 41 million, respectively, at December 31, 2024.

Goodwill associated with the reporting unit in our Americas segment was allocated to assets held for sale in the second quarter of 2025 in the amount of $ 41 million in connection with the anticipated sale of our polymer chemicals business, and the remaining $ 674 million was written off, resulting in a non-cash impairment charge during the third quarter of 2025.

We recorded an intangible asset impairment charge of $ 125 million in the third quarter of 2024 primarily related to our lower tier indefinite-lived intangible assets related to the acquisition of Cooper Tire.

In the third quarter of 2025, we experienced continued industry disruption in Americas, which resulted in a reduction in our near-term and long-term outlook.

We also experienced a decline in our market capitalization as a result of a decrease in our stock price.

Our stock price has a history of volatility;

however, given the decrease was sustained throughout the quarter, combined with the reduction in outlook, we viewed these events as triggering events for purposes of testing goodwill for impairment and performed a quantitative analysis of the fair value of the North America reporting unit in our Americas segment.

We determined the estimated fair value of our North America reporting unit based on discounted cash flow projections.

The most critical assumptions used in the calculation of the fair value of our North America reporting unit are the projected revenue, projected operating margin and discount rate.

Our forecast of future cash flows is based on our best estimate of projected revenue and projected operating margin, based primarily on pricing, raw material costs, market share, industry outlook and general economic conditions.

Based on our interim impairment test, the fair value of the North America reporting unit as of September 30, 2025 was less than its carrying value, resulting in full goodwill impairment and a non-cash charge of $ 674 million during the third quarter of 2025.

At September 30, 2025, after evaluating macroeconomic conditions and our current and future results of operations, including current results for our Asia Pacific business and brands associated with our indefinite-lived intangible assets, we concluded that there were no triggering events and it was not more likely than not that the fair values of our reporting unit within our Asia Pacific segment or our indefinite-lived intangible assets recorded within our Americas and Asia Pacific segments were less than their respective carrying values and, therefore, did not have any impairment of those assets.

Principles of Consolidation

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Depreciation of assets ceases upon designation as held for sale.

At June 30, 2025, Assets Held for Sale of $ 544 million, $ 455 million of which related to the sale of our Chemical business and $ 89 million of which related to the sale of the Dunlop brand, and Other Current Liabilities classified as held for sale of $ 171 million related to the sale of our Chemical business, were included in the Consolidated Balance Sheets.

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

At September 30, 2025, Assets Held for Sale of $ 565 million, $ 468 million of which related to the sale of our Chemical business and $ 97 million of which related to the sale of the Dunlop brand, and Other Current Liabilities classified as held for sale of $ 150 million related to the sale of our Chemical business, were included in the Consolidated Balance Sheets.

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

Refer to Note to the Consolidated Financial Statements No.

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

September 30,

(In millions) 2025 2024

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The restrictions lapse when cash from factored accounts receivable is remitted to the purchaser of those receivables.

Restricted cash at June 30, 2025 also includes amounts collected in connection with ongoing agreements related to the sale of our OTR tire business.

At both June 30, 2025 and 2024, restricted cash was recorded in Prepaid Expenses and Other Current Assets in the Consolidated Balance Sheets.

Restricted cash at September 30, 2025 also includes amounts collected in connection with ongoing agreements related to the sale of our OTR tire business.

At both September 30, 2025 and 2024, restricted cash was recorded in Prepaid Expenses and Other Current Assets in the Consolidated Balance Sheets.

Reclassifications and Adjustments

Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation.

Net gains on asset sales were $ 439 million and $ 96 million for the three months ended June 30, 2025 and 2024, respectively.

Net gains on asset sales were $ 701 million and $ 94 million for the six months ended June 30, 2025 and 2024, respectively.

Net losses on asset sales were $ 1 million and net gains were $ 1 million for the three months ended September 30, 2025 and 2024, respectively.

Net gains on asset sales were $ 700 million and $ 95 million for the nine months ended September 30, 2025 and 2024, respectively.

None of our divestitures meet the criteria for presentation as discontinued operations as they do not represent a strategic shift that will have a major effect on our operations or financial results.

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The activity related to these agreements is primarily recorded in Prepaid Expenses and Other Current Assets and Other Current Liabilities in the Consolidated Balance Sheets.

As a result of the transaction, considering the receipt of the purchase price of $ 905 million, subject to certain adjustments set forth in the OTR Purchase Agreement, amounts allocated to deferred income related to the trademark license agreement of $ 90 million, amounts allocated to deferred revenue related to the product supply agreement of $ 95 million, and transaction costs of $ 26 million, and based upon the net assets of the OTR tire business of $ 434 million, we recorded an estimated pre-tax gain of $ 260 million during the first quarter of 2025.

As a result of the transaction, considering the receipt of the purchase price of $ 905 million, subject to certain adjustments set forth in the OTR Purchase Agreement, amounts allocated to deferred income related to the trademark license agreement of $ 90 million, amounts allocated to deferred revenue related to the product supply agreement of $ 95 million, and transaction costs of $ 26 million, and based upon the net assets of the OTR tire business of $ 439 million, we recorded an estimated pre-tax gain of $ 255 million.

We estimated the fair value of the deferred income related to the trademark license agreement using the relief-from-royalty method, with the most critical assumptions based on projected revenue, royalty rate and discount rate.

We estimated the fair value of the deferred revenue related to the product supply agreement using a cost-plus-margin approach, with the most critical assumption based on projected cost of goods sold.

The pre-tax income from the assets sold included within the Consolidated Statements of Operations was $ 23 million for the three

months ended June 30, 2024 and $ 35 million for the six months ended June 30, 2024.

The pre-tax income from the assets sold included within the Consolidated Statements of Operations was $ 13 million for the three months ended September 30, 2024 and $ 48 million for the nine months ended September 30, 2024.

These amounts exclude any ongoing obligations related to the product supply agreement and transition services agreement, as well as any amortization of deferred revenue or income.

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We recognized an estimated pre-tax gain of $ 385 million based on the net assets sold of $ 133 million during the second quarter of 2025, net of transaction costs of $ 26 million.

On May 22, 2025, we entered into an Asset Purchase Agreement (the “Chemical Purchase Agreement”) with G-3 Chickadee Purchaser, LLC, a Delaware limited liability company (the “Purchaser”).

Pursuant to the Chemical Purchase Agreement and upon the terms and subject to the conditions set forth therein, we have agreed to sell to the Purchaser, and the Purchaser has agreed to acquire from us, the polymer chemicals business of the Company (the “Chemical Business”) for a purchase price of approximately $ 650 million in cash, subject to certain adjustments.

The assets to be acquired, and the liabilities to be 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.

The closing of the transaction is subject to the satisfaction of customary closing conditions.

The Chemical Purchase Agreement contains customary termination rights, including if the closing of the transaction has not occurred on or prior to November 22, 2025, subject to certain limitations.

The Chemical Purchase Agreement also contemplates that, at the closing date, we will enter into a number of ancillary agreements with the Purchaser (or their respective affiliates).

These agreements include, among others:

(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 after the closing, (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 from the closing, 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.

Net gains on asset sales for the three and six months ended June 30, 2025 also include a $ 55 million ($ 26 million after-tax and minority) gain related to the sale of property in Asia Pacific.

Net gains on asset sales for the three and six months ended June 30, 2024 also include an $ 80 million gain related to the sale of a distribution center in Europe, Middle East and Africa ("EMEA").

Net gains on asset sales for the nine months ended September 30, 2025 also included a $ 55 million gain ($ 26 million after-tax and minority) related to the sale of property in Asia Pacific.

Net gains on asset sales for the nine months ended September 30, 2024 also included an $ 80 million gain related to the sale of a distribution center in Europe, Middle East and Africa ("EMEA") and a $ 14 million gain related to the sale-leaseback of a retail location in North America.

On October 31, 2025, we completed the $ 650 million sale of our polymer chemicals business (the “Chemical Business”) pursuant to the Asset Purchase Agreement (the “Chemical Purchase Agreement”) with G-3 Chickadee Purchaser, LLC, a Delaware limited liability company (the “Purchaser”).

At the closing, we received gross cash proceeds of approximately $ 580 million, which reflects working capital adjustments, including an adjustment for intercompany receivables.

The purchase price remains subject to customary post-closing adjustments as set forth in the Chemical Purchase Agreement.

The assets acquired and the liabilities assumed by the Purchaser are generally those primarily related to the Chemical Business, including our chemical plants in Houston, Texas and Beaumont, Texas and a research and development facility in Akron, Ohio.

In conjunction with the sale of the Chemical Business, we also entered into a number of ancillary agreements including (a) a master supply agreement, pursuant to which the Purchaser will, or will cause its affiliates to, supply to us certain polymer chemical products for a period of fifteen (15) years, (b) a transition services agreement, pursuant to which we will provide certain transition services to the Purchaser for the Chemical Business for a period of up to eighteen (18) months, and (c) a patent and know-how license agreement, pursuant to which the Purchaser will license back to us certain intellectual property related to the Chemical Business for use in connection with certain retained businesses.

As a result of the transaction, considering the purchase price and related adjustments, amounts allocated to deferred revenue and transaction costs, and based upon the net assets of the Chemical Business as of September 30, 2025, we estimate we will record a pre-tax gain of approximately $ 135 million during the fourth quarter of 2025.

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

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

(In millions) Americas Europe, Middle East

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Net Sales by reportable segment $ 2,737 $ 1,407 $ 501 $ 4,645

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

(In millions) Americas Europe, Middle East

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Net Sales by reportable segment $ 2,858 $ 1,348 $ 618 $ 4,824

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

(In millions) Americas Europe, Middle East

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Net Sales by reportable segment $ 7,901 $ 4,028 $ 1,434 $ 13,363

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

(In millions) Americas Europe, Middle East

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When we receive consideration from a customer prior to transferring goods or services under the terms of a sales contract, we record deferred revenue, which represents a contract liability.

Deferred revenue included in Other Current Liabilities in the Consolidated Balance Sheets totaled $ 32 million and $ 13 million at June 30, 2025 and December 31, 2024, respectively.

Deferred revenue included in Other Long Term Liabilities in the Consolidated Balance Sheets totaled $ 87 million and $ 6 million at June 30, 2025 and December 31, 2024, respectively.

Deferred revenue included in Other Current Liabilities in the Consolidated Balance Sheets totaled $ 45 million and $ 13 million at September 30, 2025 and December 31, 2024, respectively.

Deferred revenue included in Other Long Term Liabilities in the Consolidated Balance Sheets totaled $ 79 million and $ 6 million at September 30, 2025 and December 31, 2024, respectively.

We recognize deferred revenue after we have transferred control of the goods or services to the customer and all revenue recognition criteria are met.

Revenue deferred during the three and six months ended June 30, 2025 primarily relates to the product supply agreement we entered into in connection with the sale of our OTR tire business.

The following table presents the balance of deferred revenue related to contracts with customers, and changes during the six months ended June 30, 2025:

Revenue deferred during the three and nine months ended September 30, 2025 primarily relates to the product supply agreement we entered into in connection with the sale of our OTR tire business.

The following table presents the balance of deferred revenue related to contracts with customers, and changes during the nine months ended September 30, 2025:

(In millions)

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Impact of foreign currency translation 2

Balance at June 30, 2025 $ 119

Balance at September 30, 2025 $ 124

COSTS ASSOCIATED WITH RATIONALIZATION PROGRAMS

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Reversed to the Statement of Operations ( 14 ) — ( 14 )

Balance at June 30, 2025 $ 366 $ 1 $ 367

Balance at September 30, 2025 $ 318 $ — $ 318

(1) Charges of $ 171 million exclude $ 4 million of benefit plan termination benefit charges recorded in Rationalizations in the Statement of Operations

During the second quarter of 2025, we approved a proposed plan to close our manufacturing facility in Kariega, South Africa in the EMEA business unit.

The plan includes approximately 900 job reductions, including associates and contracted positions, and is expected to be substantially complete by the end of 2025.

During the second quarter of 2025, we approved a plan to close our manufacturing facility in Kariega, South Africa in the EMEA business unit in the third quarter of 2025.

The plan includes approximately 900 job reductions, including associates and contracted positions.

The total charges associated with this action are expected to be between $ 100 million and $ 110 million, of which $ 45 million to $ 55 million are expected to be cash charges primarily for associate-related and other exit costs and the remaining costs are expected to be non-cash charges primarily for accelerated depreciation and other asset-related charges.

The rationalization plan remains subject to consultation with employee representative bodies.

We have accrued approximately $ 26 million for this plan at June 30, 2025.

We have accrued approximately $ 6 million for this plan at September 30, 2025.

During the first quarter of 2025, we approved a rationalization plan to eliminate our production of commercial tires in our Danville, Virginia tire manufacturing facility ("Danville") in order to reduce our production cost per tire in Americas.

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We expect to substantially complete this rationalization plan by the end of 2025.

Total pre-tax charges are expected to be between $ 130 million and $ 140 million, of which $ 80 million to $ 90 million is expected to be cash charges primarily for associate-related and other exit costs and the remaining costs are expected to be non-cash charges primarily for accelerated depreciation, pension termination benefit charges and other asset-related charges.

We have approximately $ 23 million accrued for this plan at June 30, 2025.

Total pre-tax charges are expected to be between $ 150 million and $ 160 million, of which $ 70 million to $ 80 million are expected to be cash charges primarily for associate-related and other exit costs and the remaining costs are expected to be non-cash charges primarily for accelerated depreciation, pension termination benefit charges and other asset-related charges.

We have accrued approximately $ 16 million for this plan at September 30, 2025.

During the first quarter of 2025, we approved a plan to reduce Selling, Administrative and General expenses (“SAG”) headcount in Americas and Corporate.

The proposed plan includes approximately 80 net headcount reductions.

The plan includes approximately 80 net headcount reductions.

Total estimated pre-tax charges are expected to be approximately $ 6 million.

We have accrued approximately $ 2 million for this plan at June 30, 2025.

The remainder of the accrual balance at June 30, 2025 includes $ 219 million related to the closures of our Fulda, Germany ("Fulda") and our Fürstenwalde, Germany ("Fürstenwalde") tire manufacturing facilities, $ 56 million related to a

rationalization and workforce reorganization plan in EMEA, which reflects $ 7 million of reversals due to voluntary attrition, $ 7 million related to the plan to open a shared service center in Costa Rica and to exit certain Commercial Tire and Service Center ("CTSC") locations, $ 5 million related to the closed Amiens, France tire manufacturing facility, $ 4 million related to a global workforce reorganization plan to improve our cost structure, $ 3 million related to plans to reduce SAG headcount, $ 2 million related to the closure of Cooper Tire's Melksham, United Kingdom tire manufacturing facility ("Melksham"), and various other plans to reduce headcount and improve operating efficiency.

At June 30, 2025 and December 31, 2024, $ 291 million and $ 296 million were recorded in Other Current Liabilities in the Consolidated Balance Sheets, respectively.

We have accrued approximately $ 1 million for this plan at September 30, 2025.

The remainder of the accrual balance at September 30, 2025 includes $ 214 million related to the closures of our Fulda, Germany ("Fulda") and our Fürstenwalde, Germany ("Fürstenwalde") tire manufacturing facilities, $ 52 million related to a rationalization and workforce reorganization plan in EMEA, which reflects $ 10 million of reversals due to voluntary attrition,

$ 6 million related to the plan to open a shared service center in Costa Rica and to exit certain Commercial Tire and Service Center locations, $ 5 million related to the closed Amiens, France tire manufacturing facility, $ 4 million related to a global workforce reorganization plan to improve our cost structure, $ 2 million related to plans to reduce SAG headcount, $ 2 million related to the closure of Cooper Tire's Melksham, United Kingdom tire manufacturing facility ("Melksham"), and various other plans to reduce headcount and improve operating efficiency.

At September 30, 2025 and December 31, 2024, $ 248 million and $ 296 million were recorded in Other Current Liabilities in the Consolidated Balance Sheets, respectively.

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In millions) 2025 2024 2025 2024

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Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs, net $ 55 $ 25 $ 142 $ 119

Substantially all of the new charges for the three and six months ended June 30, 2025 and 2024 relate to future cash outflows.

Net current year plan charges for the three months ended June 30, 2025 primarily relate to the plans approved during the first and second quarter of 2025 described above.

Net current year plan charges for the six months ended June 30, 2025 also include a $ 4 million termination benefits charge for one of our defined benefit pension plans related to headcount reductions at Danville.

Net current year plan charges for the three months ended June 30, 2024 primarily relate to the plan to open a new shared service center in Costa Rica.

Net current year plan charges for the six months ended June 30, 2024 also include the closure of our tire manufacturing facility in Malaysia.

Net prior year plan charges for the three months ended June 30, 2025 include $ 15 million related to the closures of Fulda and Fürstenwalde, $ 5 million related to the rationalization and workforce reorganization plan in EMEA, $ 2 million related to the closure of Melksham, $ 2 million related to plans to reduce SAG headcount, $ 1 million related to our closure of certain retail and warehouse locations in Americas, and reversals of $ 3 million primarily related to voluntary attrition.

Net prior year plan charges for the six months ended June 30, 2025 include $ 30 million related to the closures of Fulda and Fürstenwalde, $ 7 million related to the rationalization and workforce reorganization plan in EMEA, $ 3 million related to the closure of Melksham, $ 3 million related to plans to reduce SAG headcount, $ 2 million related to our closure of certain retail and warehouse locations in Americas, and reversals of $ 9 million primarily related to voluntary attrition.

Net prior year plan charges for the three months ended June 30, 2024 include $ 6 million related to the closures of Fulda and Fürstenwalde, $ 3 million related to the closure of Melksham, $ 2 million related to a plan to improve profitability in Australia and New Zealand, $ 2 million related to a plan to streamline our EMEA distribution network, $ 1 million related to our closure of certain retail and warehouse locations in Americas, $ 1 million related to plans to reduce SAG headcount, and reversals of $ 12 million primarily related to voluntary attrition.

Net prior year plan charges for the six months ended June 30, 2024 include $ 8 million related to the closures of Fulda and Fürstenwalde, $ 7 million related to the closure of Melksham, $ 3 million related to the plan in Australia and New Zealand, $ 3 million related to the permanent closure of our Gadsden, Alabama tire manufacturing facility, $ 2 million related to the plan to streamline our EMEA distribution network, $ 2 million related to the closure of certain retail and warehouse locations in Americas, $ 1 million related to plans to reduce SAG headcount, and reversals of $ 13 million related to voluntary attrition.

Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs for both the three and six months ended June 30, 2025 primarily relate to the announced closures of Fulda and Fürstenwalde, the plan to reduce our production capacity at Danville, and the proposed plan to close our manufacturing facility in South Africa.

Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs for both the three and six months ended June 30, 2024 primarily relate to the 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.

Substantially all of the new charges for the three and nine months ended September 30, 2025 and 2024 relate to future cash outflows.

Net current year plan charges for the three and nine months ended September 30, 2025 primarily relate to the plans approved during the first and second quarter of 2025 described above.

Net current year plan charges for the nine months ended September 30, 2025 also include a $ 4 million termination benefits charge for one of our defined benefit pension plans related to headcount reductions at Danville.

Net current year plan charges for the three months ended September 30, 2024 primarily relate to the plans to reduce SAG and manufacturing headcount.

Net current year plan charges for the nine months ended September 30, 2024 also include the plan to open the shared service center in Costa Rica and the closure of our tire manufacturing facility in Malaysia.

Net prior year plan charges for the three months ended September 30, 2025 include $ 14 million related to the closures of Fulda and Fürstenwalde, $ 2 million related to plans to reduce SAG headcount, $ 1 million related to the closure of Melksham, $ 1 million related to our closure of certain retail and warehouse locations in Americas, and reversals of $ 5 million primarily related to voluntary attrition.

Net prior year plan charges for the nine months ended September 30, 2025 include $ 44 million related to the closures of Fulda and Fürstenwalde, $ 7 million related to the rationalization and workforce reorganization plan in EMEA, $ 5 million related to plans to reduce SAG headcount, $ 3 million related to the closure of Melksham, $ 3 million related to our closure of certain retail and warehouse locations in Americas, and reversals of $ 14 million primarily related to voluntary attrition.

Net prior year plan charges for the three months ended September 30, 2024 include $ 7 million related to the closures of Fulda and Fürstenwalde, $ 4 million related to the workforce reorganization plan in EMEA, $ 2 million related to the closure of Melksham, $ 1 million related to our closure of certain retail and warehouse locations in Americas, $ 1 million related to plans to reduce SAG headcount, $ 1 million related to the permanent closure of our Gadsden, Alabama tire manufacturing facility ("Gadsden"), and reversals of $ 12 million primarily related to voluntary attrition.

Net prior year plan charges for the nine months ended September 30, 2024 include $ 15 million related to the closures of Fulda and Fürstenwalde, $ 9 million related to the closure of Melksham, $ 4 million related to the workforce reorganization plan in EMEA, $ 3 million related to a plan in Australia and New Zealand, $ 3 million related to the permanent closure of Gadsden, $ 3 million related to our closure of certain retail and warehouse locations in Americas, $ 2 million related to plans to reduce SAG headcount, $ 2 million related to the plan to streamline our EMEA distribution network, $ 1 million related to a plan in South Africa, $ 1 million related to the integration of Cooper Tire, and reversals of $ 25 million related to voluntary attrition.

Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs for both the three and nine months ended September 30, 2025 primarily relate to the announced closures of Fulda and Fürstenwalde, the proposed plan to close our manufacturing facility in South Africa, and the plan to reduce our production capacity at Danville.

Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs for both the three and nine months ended September 30, 2024 primarily relate to plans to improve our cost structure through announced closures of our Fulda, Fürstenwalde and Malaysia tire manufacturing facilities, as well as the closure of a development center and warehouse in the U.S.

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

Approximately 1,800 associates will be released under plans initiated in 2025, of which approximately 750 were released through June 30, 2025.

In the first six months of 2025, approximately 700 associates were released under plans initiated in prior years.

Approximately 1,900 associates will be released under plans initiated in 2025, of which approximately 1,650 were released through September 30, 2025.

In the first nine months of 2025, approximately 1,650 associates were released under plans initiated in prior years.

Approximately 950 associates remain to be released under all ongoing rationalization plans.

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In millions) 2025 2024 2025 2024

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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 six months ended June 30, 2025 includes a pension settlement charge of $ 4 million resulting from total lump sum payments exceeding annual service and interest cost of the applicable plan.

Pension expense for the six months ended June 30, 2024 includes a pension settlement credit of $ 5 million related to a premium refund on the purchase of a group annuity contract for the Cooper Tire U.S.

Pension expense for the three and nine months ended September 30, 2025 includes pension settlement charges of $ 68 million and $ 72 million, respectively, resulting from total lump sum payments exceeding annual service and interest cost of the applicable plans.

Pension expense for the nine months ended September 30, 2024 includes a pension settlement credit of $ 5 million related to a premium refund on the purchase of a group annuity contract for the Cooper Tire U.S.

salaried defined benefit pension plan in 2023.

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11, Pension, Savings and Other Postretirement Benefit Plans.

Net foreign currency exchange (gains) losses for the three and six months ended June 30, 2025 includes an $ 11 million loss and a $ 13 million loss, respectively, related to the Turkish lira and a $ 2 million loss and a $ 4 million gain, respectively, related to the euro.

Net foreign currency exchange (gains) losses for the three months ended June 30, 2024 includes a $ 1 million loss related to the Turkish lira and a $ 2 million gain related to the euro.

Net foreign currency exchange (gains) losses for the six months ended June 30, 2024 includes a $ 4 million loss related to the Turkish lira.

Royalty and other income for the three and six months ended June 30, 2025 includes $ 8 million and $ 14 million, respectively, primarily related to royalty income, and $ 7 million and $ 12 million, respectively, related to OTR transition license agreement royalty income and transition services income related to the sales of the OTR tire business and the Dunlop brand.

Royalty and other income for the three and six months ended June 30, 2024 is primarily related to royalty income.

Miscellaneous expense for the three and six months ended June 30, 2025 includes transaction costs of $ 2 million and $ 6 million, respectively, primarily related to the sale of the Chemical Business.

Miscellaneous expense for the six months ended June 30, 2024 includes an $ 8 million loss related to the sale of receivables in Argentina.

Net foreign currency exchange (gains) losses for the three and nine months ended September 30, 2025 includes a $ 5 million loss and a $ 17 million loss, respectively, related to the Turkish lira and a $ 1 million gain and a $ 5 million gain, respectively, related to the euro.

Net foreign currency exchange (gains) losses for the three months ended September 30, 2024 includes a $ 5 million loss related to the Turkish lira and a $ 3 million loss related to the euro.

Net foreign currency exchange (gains) losses for the nine months ended September 30, 2024 includes a $ 7 million loss related to the Turkish lira and a $ 2 million gain related to the euro.

Royalty and other income for the three and nine months ended September 30, 2025 includes $ 4 million and $ 17 million, respectively, primarily related to royalty income, and $ 13 million and $ 26 million, respectively, related to OTR transition license agreement royalty income and transition services income related to the sales of the OTR tire business and the Dunlop brand.

Royalty and other income for the three and nine months ended September 30, 2024 is primarily related to royalty income.

Miscellaneous expense for the three and nine months ended September 30, 2025 includes transaction costs of $ 4 million and $ 7 million, respectively, primarily related to the sale of the Chemical Business.

Miscellaneous expense for the three and nine months ended September 30, 2024 includes $ 11 million of transaction costs related to the sale of the OTR business.

Miscellaneous (income) expense for the nine months ended September 30, 2024 also includes an $ 8 million loss related to the sale of receivables in Argentina.

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

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and general and product liability expense - discontinued products, which consists of charges for claims against us related primarily to asbestos personal injury claims, net of probable insurance recoveries.

For the second quarter of 2025, we recorded income tax expense of $ 24 million on income before income taxes of $ 305 million.

For the first six months of 2025, we recorded income tax expense of $ 37 million on income before income taxes of $ 436 million.

Income tax expense for the three and six months ended June 30, 2025 includes net discrete tax benefits of $ 4 million and $ 5 million, respectively.

For the second quarter of 2024, we recorded income tax expense of $ 60 million on income before income taxes of $ 133 million.

For the first six months of 2024, we recorded income tax expense of $ 66 million on income before income taxes of $ 69 million.

Income tax expense for the six months ended June 30, 2024 includes a net discrete tax benefit of $ 1 million.

For the third quarter of 2025, we recorded income tax expense of $ 1,464 million on loss before income taxes of $ 733 million.

For the first nine months of 2025, we recorded income tax expense of $ 1,501 million on loss before income taxes of $ 297 million.

Income tax expense for the three and nine months ended September 30, 2025 includes net discrete tax expense of $ 1,450 million and $ 1,446 million, respectively.

Discrete tax expense for both periods was primarily related to the establishment of a full valuation allowance on our net deferred tax assets in the U.S.

For the third quarter of 2024, we recorded income tax expense of $ 9 million on loss before income taxes of $ 27 million.

For the first nine months of 2024, we recorded income tax expense of $ 75 million on income before income taxes of $ 42 million.

Income tax expense for the three and nine months ended September 30, 2024 includes net discrete tax expense of $ 7 million and $ 6 million, respectively.

We record taxes based on overall estimated annual effective tax rates.

The difference between our effective tax rate and the U.S.

statutory rate of 21 % for the three and six months ended June 30, 2025 is favorably impacted by gains recognized as a result of the sales of the OTR tire business and the Dunlop brand, which included certain associated intellectual property and other intangible assets, in jurisdictions where no taxes are recorded, net of losses in foreign jurisdictions in which no tax benefits are recorded, and the discrete items noted above.

statutory rate of 21 % for the three and nine months ended September 30, 2025 is mainly impacted by the establishment of a full valuation allowance on our net deferred tax assets of $ 1.4 billion in the U.S.

The difference between our effective tax rate and the U.S.

statutory rate of 21 % for the three and six months ended June 30, 2024 primarily relates to losses in foreign jurisdictions in which no tax benefits are recorded and the discrete items noted above.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of tax treatment for certain business provisions.

We do not expect a material impact from OBBBA on our 2025 operating tax rates.

We will continue to assess the impact on us as regulations develop in the future.

The Organisation for Economic Co-operation and Development ("OECD") have published the Pillar Two model rules which adopt a global corporate minimum tax of 15 % for multinational enterprises with average revenue in excess of € 750 million.

Certain jurisdictions in which we operate enacted legislation consistent with one or more of the OECD Pillar Two model rules effective in 2024.

The model rules include minimum domestic top-up taxes, income inclusion rules, and undertaxed profit rules all aimed to ensure that multinational corporations pay a minimum effective corporate tax rate of 15 % in each jurisdiction in which they operate.

We do not expect the Pillar Two model rules to materially impact our annual effective tax rate i n 2025.

However, we are continuing to evaluate the Pillar Two model rules and related legislation and their potential impact on future periods.

statutory rate of 21 % for the three and nine months ended September 30, 2024 primarily relates to losses in foreign jurisdictions in which no tax benefits are recorded and the discrete items noted above.

We consider both positive and negative evidence when measuring the need for a valuation allowance.

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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 June 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, inclusive of valuation allowances totaling $ 36 million and $ 26 million, respectively, primarily for state tax loss carryforwards with limited lives.

As of June 30, 2025, approximately $ 1.2 billion of these U.S.

In the U.S., we have a cumulative loss for the three-year period ending September 30, 2025 primarily driven by non-recurring items such as goodwill and intangible asset impairments, rationalization charges, pension curtailments and settlements, and one-time costs associated with the Goodyear Forward plan.

For the quarter ended September 30, 2025, due to industry disruption and various macroeconomic factors such as the impact of tariff, transportation, labor and energy costs, our U.S.

operating results and future forecasted U.S.

earnings have declined.

In addition, the One Big Beautiful Bill Act ("OBBBA") was enacted in the third quarter, which reinstates the business interest expense limitation.

The reduction in current and expected future earnings in the third quarter, as a result of industry disruption, represents significant negative evidence in the assessment of the realizability of our deferred tax assets.

We concluded that as of September 30, 2025, it is more likely than not that our U.S.

net deferred tax assets will not be fully realized and recorded a non-cash charge of $ 1.4 billion to establish a full valuation allowance in the U.S.

We intend to maintain a valuation allowance until sufficient positive evidence exists to support realization of these deferred tax assets.

At September 30, 2025 and December 31, 2024, we had approximately $ 1.4 billion and $ 1.3 billion, respectively, of U.S.

federal, state and local net deferred tax assets, and related valuation allowances totaling $ 1.4 billion and $ 26 million, respectively.

As of September 30, 2025, approximately $ 1.2 billion of these U.S.

net deferred tax assets had unlimited lives and approximately $ 200 million had limited lives, and the majority do not start to expire until 2030.

As of December 31, 2024, approximately $ 1.1 billion of these U.S.

net deferred tax assets had unlimited lives and approximately $ 200 million had limited lives, including $ 24 million of foreign tax credits, and the majority do not start to expire until 2030.

In the U.S., we have a cumulative loss for the three-year period ended June 30, 2025 primarily driven by non-recurring items such as rationalization charges, pension curtailments and settlements, one-time costs associated with the Goodyear Forward plan, and intangible asset impairments.

In assessing our ability to utilize our net deferred tax assets, we primarily considered objectively verifiable information including the reduction in interest expense from debt repayment as a result of the sales of the OTR tire business and the Dunlop brand, which included certain associated intellectual property and other intangible assets, and future royalty income from foreign subsidiaries.

In addition, we considered our current forecasts of future profitability in assessing our ability to realize our deferred tax assets as well as the impact of tax planning strategies.

These forecasts include the impact of recent trends and various macroeconomic factors such as the impact of raw material, transportation, tariff, labor and energy costs on our profitability.

Our tax planning strategies include accelerating income on cross border transactions, including sales of inventory or raw materials to our subsidiaries, reducing U.S.

interest expense by, for example, repaying U.S.

third-party debt and reducing intercompany loans through repatriating current year earnings of foreign subsidiaries, repatriation of certain foreign royalty income, and other financing transactions, all of which would increase our domestic profitability.

We believe our forecasts of future profitability, including a reduction in interest expense from debt repayment as a result of the sales of the OTR tire business and the Dunlop brand, which included certain associated intellectual property and other intangible assets, provide us sufficient positive evidence to conclude that it is more likely than not that, at June 30, 2025, our U.S.

net deferred tax assets will be fully utilized.

However, macroeconomic factors such as raw material, transportation, tariff, labor and energy costs possess a high degree of volatility and can significantly impact our profitability.

results for the quarter ended June 30, 2025 declined relative to prior periods.

operating results continue to decline in the future, we may need to record a valuation allowance which could adversely impact our operating results.

As such, we will closely monitor our U.S.

operations and any tax law changes to assess the realizability of our U.S.

deferred tax assets.

At June 30, 2025 and December 31, 2024, we also had approximately $ 1.5 billion of foreign net deferred tax assets and related valuation allowances of approximately $ 1.3 billion and $ 1.2 billion, respectively.

net deferred tax assets had unlimited lives and approximately $ 200 million had limited lives, and the majority do not start to expire until 2030.

At September 30, 2025 and December 31, 2024, we also had approximately $ 1.6 billion and $ 1.5 billion, respectively, of foreign net deferred tax assets and related valuation allowances of approximately $ 1.3 billion and $ 1.2 billion, respectively.

Our losses in various foreign taxing jurisdictions in recent periods represented sufficient negative evidence to require us to maintain a full valuation allowance against certain of these net foreign deferred tax assets.

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We do not believe that sufficient positive evidence required to release valuation allowances on our foreign deferred tax assets having a significant impact on our financial position or results of operations will exist within the next twelve months.

For the six months ended June 30, 2025, changes to our unrecognized tax benefits did not , and for the full year of 2025 are not expected to, have a significant impact on our financial position or results of operations.

On July 4, 2025, OBBBA was enacted in the U.S.

We do not expect a material impact from OBBBA on our 2025 operating tax rates.

We will continue to assess the impact on us as regulations develop in the future.

Certain jurisdictions in which we operate enacted legislation consistent with one or more of the OECD Pillar Two model rules effective in 2024.

We do not expect the Pillar Two model rules to materially impact our annual effective tax rate i n 2025.

However, we are continuing to evaluate the Pillar Two model rules and related legislation and their potential impact on future periods.

For the nine months ended September 30, 2025, changes to our unrecognized tax benefits did not , and for the full year of 2025 are not expected to, have a significant impact on our financial position or results of operations.

We are open to examination in the United States from 2021 onward and in Germany from 2018 onward.

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therefore, no changes have been made to our reserve for uncertain tax positions relating to the NOPA.

The ultimate resolution of this matter is uncertain, and if the income recognition associated with the transaction is disallowed, we will not be able to use a portion of the deferred tax assets that we utilized to offset the related federal taxes and our operating results could be adversely impacted.

In addition, our U.S.

deferred tax assets are in a full valuation allowance as of September 30, 2025.

EARNINGS PER SHARE

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In millions, except per share amounts) 2025 2024 2025 2024

Earnings per share — basic:

Goodyear net income

$ 254 $ 79 $ 369 $ 10

Loss per share — basic:

Goodyear net income (loss) $ ( 2,195 ) $ ( 37 ) $ ( 1,826 ) $ ( 27 )

Weighted average shares outstanding 288 287 287 286

Earnings per common share — basic

$ 0.88 $ 0.28 $ 1.28 $ 0.04

Earnings per share — diluted:

Goodyear net income

Loss per common share — basic

$ ( 7.62 ) $ ( 0.13 ) $ ( 6.35 ) $ ( 0.09 )

Loss per share — diluted:

Goodyear net income (loss) $ ( 2,195 ) $ ( 37 ) $ ( 1,826 ) $ ( 27 )

Weighted average shares outstanding 288 287 287 286

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Weighted average shares outstanding — diluted 288 287 287 286

Earnings per common share — diluted

Loss per common share — diluted

$ ( 7.62 ) $ ( 0.13 ) $ ( 6.35 ) $ ( 0.09 )

Weighted average shares outstanding — diluted for the three and six months ended June 30, 2025 excludes approximately 1 million equivalent shares and 3 million equivalent shares, respectively, and, for both the three and six months ended June 30, 2024, excludes approximately 1 million equivalent shares related to options with exercise prices greater than the average market price of our common shares (i.e., "underwater" options).

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

Additionally, weighted average shares outstanding — diluted for both the three and nine months ended September 30, 2025 excludes approximately 3 million equivalent shares, and, for both the three and nine months ended September 30, 2024, excludes approximately 4 million equivalent shares and 1 million equivalent shares, respectively, related to options with exercise prices greater than the average market price of our common shares (i.e., "underwater" options).

BUSINESS SEGMENTS

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

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

(In millions) Americas Europe, Middle East and Africa Asia Pacific Total

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( 6 ) ( 8 ) ( 1 ) ( 15 )

Segment Operating Income (Loss)

Segment Operating Income

$ 206 $ 30 $ 51 $ 287

Goodwill Impairment

Rationalizations (Note 4)

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Retained expenses of divested operations 5

Income before Income Taxes

Loss before Income Taxes

(1) Primarily represents OTR transition license agreement royalty income, in addition to transition services income related to the sales of the OTR tire business and the Dunlop brand.

(2) Primarily represents unallocated corporate costs and the elimination of royalty and other income attributable to the strategic business units (“SBUs”).

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

(In millions) Americas Europe, Middle East and Africa Asia Pacific Total

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$ 251 $ 23 $ 72 $ 346

Intangible Asset Impairment

Rationalizations (Note 4)

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Retained expenses of divested operations 3

Income before Income Taxes $ 133

Loss before Income Taxes $ ( 27 )

(1) Primarily represents royalty income attributable to the SBUs.

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Other also includes $ 14 million of costs related to the Goodyear Forward plan, primarily related to third-party consulting fees.

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

(In millions) Americas Europe, Middle East and Africa Asia Pacific Total

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( 20 ) ( 16 ) ( 5 ) ( 41 )

Segment Operating Income (Loss)

Segment Operating Income

$ 502 $ — $ 139 $ 641

Goodwill Impairment

Rationalizations (Note 4)

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Retained expenses of divested operations 8

Income before Income Taxes

Loss before Income Taxes

(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.

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

(In millions) Americas Europe, Middle East and Africa Asia Pacific Total

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$ 671 $ 54 $ 195 $ 920

Intangible Asset Impairment

Rationalizations (Note 4)

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The following table presents segment assets at:

(In millions) June 30,

(In millions) September 30,

2025 December 31,

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In millions) 2025 2024 2025 2024

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$ 4,645 $ 4,824 $ 13,363 $ 13,931

(In millions) June 30,

(In millions) September 30,

2025 December 31,

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$ 7,904 $ 8,082

Goodwill and intangible asset impairment, as described in Notes to the Consolidated Financial Statements No.

1, Accounting Policies;

rationalizations, as described in Note to the Consolidated Financial Statements No.

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2, Divestitures;

and asset write-offs, accelerated depreciation and accelerated leases costs were not charged (credited) to the SBUs for performance evaluation purposes but were attributable to the SBUs as follows:

and asset write-offs and accelerated depreciation were not charged (credited) to the SBUs for performance evaluation purposes but were attributable to the SBUs as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In millions) 2025 2024 2025 2024

Goodwill and Intangible Asset Impairment

Americas $ 674 $ 125 $ 674 $ 125

Total Segment Goodwill and Intangible Asset Impairment $ 674 $ 125 $ 674 $ 125

Three Months Ended

September 30, Nine Months Ended

September 30,

(In millions) 2025 2024 2025 2024

Rationalizations

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In millions) 2025 2024 2025 2024

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Total Segment (Gains) Losses on Asset Sales $ ( 3 ) $ ( 1 ) $ ( 59 ) $ ( 95 )

$ ( 54 ) $ ( 96 ) $ ( 56 ) $ ( 94 )

Corporate 4 — ( 641 ) —

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In millions) 2025 2024 2025 2024

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In millions) 2025 2024 2025 2024

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In millions) 2025 2024 2025 2024

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In millions) 2025 2024 2025 2024

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FINANCING ARRANGEMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS

At June 30, 2025, we had total credit arrangements of $ 10,920 million, of which $ 3,158 million were unused.

At September 30, 2025, we had total credit arrangements of $ 10,545 million, of which $ 2,547 million were unused.

At that date, approximately 38 % of our debt was at variable interest rates averaging 5.99 %.

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

At June 30, 2025, we had short term committed and uncommitted credit arrangements totaling $ 781 million, of which $ 250 million were unused.

At September 30, 2025, we had short term committed and uncommitted credit arrangements totaling $ 839 million, of which $ 228 million were unused.

These arrangements are available primarily to certain of our foreign subsidiaries through various banks at quoted market interest rates.

The following table presents amounts due within one year:

(In millions) June 30,

(In millions) September 30,

2025 December 31,

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9.5 % Notes due 2025

5 % Notes due 2026

Other foreign and domestic debt (including finance leases) 134 251

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Long Term Debt and Finance Leases and Financing Arrangements

At June 30, 2025, we had long term credit arrangements totaling $ 10,139 million, of which $ 2,908 million were unused.

At September 30, 2025, we had long term credit arrangements totaling $ 9,706 million, of which $ 2,319 million were unused.

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(In millions) Amount Interest

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

(2) Includes $ 1 million of non-cash financing additions during the six months ended June 30, 2025, and $ 2 million of non-cash financing additions during the twelve months ended December 31, 2024.

At June 30, 2025, we had $ 4,892 million of outstanding notes, compared to $ 5,240 million at December 31, 2024.

(2) Includes $ 1 million of non-cash financing additions during the nine months ended September 30, 2025, and $ 2 million of non-cash financing additions during the twelve months ended December 31, 2024.

At September 30, 2025, we had $ 4,392 million of outstanding notes, compared to $ 5,240 million at December 31, 2024.

$ 500 million 9.5 % Senior Notes due 2025

On February 19, 2025, we redeemed our remaining $ 500 million 9.5 % senior notes due 2025 at a redemption price equal to 100 % of the principal amount redeemed plus accrued and unpaid interest.

$ 500 million 6.625 % Senior Notes due 2030

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

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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 June 30, 2025, our borrowing base, and therefore our availability, under this facility was $ 69 million below the facility's stated amount of $ 2.75 billion.

As of September 30, 2025, our borrowing base was above the facility's stated amount of $ 2.75 billion.

The facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition since December 31, 2024.

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Undrawn amounts under the facility are subject to an annual commitment fee of 25 basis points.

At June 30, 2025, we had $ 1,210 million of borrowings and $ 1 million of letters of credit issued under the revolving credit facility.

At September 30, 2025, we had $ 1,325 million of borrowings and $ 1 million of letters of credit issued under the revolving credit facility.

At December 31, 2024, we had $ 700 million of borrowings and $ 1 million of letters of credit issued under the revolving credit facility.

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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.

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.

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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.

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.

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The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.

At June 30, 2025, there were $ 140 million (€ 120 million) of borrowings outstanding under the all-borrower tranche, no borrowings outstanding under the German tranche, and no letters of credit outstanding under the European revolving credit facility.

At September 30, 2025, there were $ 235 million (€ 200 million) of borrowings outstanding under the all-borrower tranche, $ 211 million (€ 180 million) of borrowings outstanding under the German tranche, and no letters of credit outstanding under the European revolving credit facility.

At December 31, 2024, we had no borrowings and no letters of credit outstanding under the European revolving credit facility.

Accounts Receivable Securitization Facilities (On-Balance Sheet)

GEBV and certain other of our European subsidiaries are parties to a pan-European accounts receivable securitization facility that expires in 2027.

On October 10, 2025, GEBV and certain other of our European subsidiaries amended and restated our pan-European accounts receivable securitization facility.

The principal change to the facility was the extension of its maturity from October 19, 2027 to October 18, 2032.

The terms of the facility provide the flexibility to designate annually the maximum amount of funding available under the facility in an amount of not less than € 30 million and not more than € 450 million.

For the period from October 19, 2023 through October 16, 2024, the designated maximum amount of the facility was € 300 million.

For the period from October 17, 2024 through October 16, 2025, the designated maximum amount of the facility will remain € 300 million.

For the period from October 2023 through October 2027, the designated maximum amount of the facility is € 300 million.

The facility involves an ongoing daily sale of substantially all of the trade accounts receivable of certain GEBV subsidiaries.

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or certain changes to law, regulation or accounting standards), or (d) our request for early termination of the facility.

The facility’s current back-up liquidity commitments will expire on October 16, 2025.

At June 30, 2025, the amounts available and utilized under this program totaled $ 200 million (€ 170 million).

The facility’s current back-up liquidity commitments will expire in October 2027.

The facility has customary representations, warranties, covenants and Early Amortisation Events.

In addition, it is an Early Amortisation Event under the facility if GEBV’s ratio of Consolidated Net GEBV Indebtedness to Consolidated GEBV EBITDA for a period of four consecutive fiscal quarters is greater than 3.0 to 1.0 at the end of any fiscal quarter.

This financial covenant is substantially similar to the covenant included in our European revolving credit facility.

At September 30, 2025, the amounts available and utilized under this program totaled $ 242 million (€ 206 million).

At December 31, 2024, the amounts available and utilized under this program totaled $ 227 million (€ 218 million).

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For these programs, we have concluded that there is generally no risk of loss to us from non-payment of the sold receivables.

At June 30, 2025, the gross amount of receivables sold was $ 771 million, compared to $ 773 million at December 31, 2024.

At September 30, 2025, the gross amount of receivables sold was $ 752 million, compared to $ 773 million at December 31, 2024.

Supplier Financing

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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.

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 $ 875 million and $ 775 million at June 30, 2025 and December 31, 2024, respectively.

The amounts confirmed to the financial institutions were $ 692 million and $ 604 million at June 30, 2025 and December 31, 2024, respectively, and are included in Accounts Payable — Trade in our Consolidated Balance Sheets.

The amounts available under these programs were $ 902 million and $ 775 million at September 30, 2025 and December 31, 2024, respectively.

The amounts confirmed to the financial institutions were $ 587 million and $ 604 million at September 30, 2025 and December 31, 2024, respectively, and are included in Accounts Payable — Trade in our Consolidated Balance Sheets.

All activity related to these obligations is presented within operating activities on the Consolidated Statements of Cash Flows.

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subsidiary have a revolving credit facility in Mexico.

At June 30, 2025, we have $ 200 million available and no borrowings outstanding under this facility.

At December 31, 2024, the amounts available and utilized under this facility were $ 200 million.

At September 30, 2025 and December 31, 2024, the amounts available and utilized under this facility were $ 200 million.

The facility matures on November 22, 2026, has covenants relating to the Mexican and U.S.

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

(In millions) June 30,

(In millions) September 30,

2025 December 31,

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Maturities 10/25-8/28

Certain of these facilities can only be used to finance the expansion of our manufacturing facilities in China and the unused amount available under these facilities was $ 31 million at both June 30, 2025 and December 31, 2024.

DERIVATIVE FINANCIAL INSTRUMENTS

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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) June 30,

(In millions) September 30,

2025 December 31,

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Other current liabilities ( 27 ) ( 3 )

At June 30, 2025 and December 31, 2024, these outstanding foreign currency derivatives had notional amounts of $ 2,159 million and $ 1,779 million, respectively, and were primarily related to intercompany loans.

Other (Income) Expense included net transaction losses on derivatives of $ 91 million and $ 106 million for the three and six months ended June 30, 2025.

Other (Income) Expense included net transaction gains on derivatives of $ 10 million and $ 45 million for the three and six months ended June 30, 2024.

At September 30, 2025 and December 31, 2024, these outstanding foreign currency derivatives had notional amounts of $ 2,357 million and $ 1,779 million, respectively, and were primarily related to intercompany loans.

Other (Income) Expense included

net transaction gains on derivatives of $ 4 million and losses of $ 102 million for the three and nine months ended September 30, 2025, respectively.

Other (Income) Expense included net transaction losses on derivatives of $ 35 million and gains of $ 11 million for the three and nine months ended September 30, 2024, respectively.

These amounts were substantially offset in Other (Income) Expense by the effect of changing exchange rates on the underlying currency exposures.

At June 30, 2025 and December 31, 2024, we did not have any open foreign currency hedge contracts that meet the criteria to be accounted for as cash flow hedging instruments.

At September 30, 2025 and December 31, 2024, we did not have any open foreign currency hedge contracts that meet the criteria to be accounted for as cash flow hedging instruments.

We enter into master netting agreements with counterparties.

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In millions) 2025 2024 2025 2024

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Reclassification adjustment for amounts recognized in CGS — — — 1

No net deferred losses at June 30, 2025 are expected to be reclassified to earnings within the next twelve months.

No net deferred losses at September 30, 2025 are expected to be reclassified to earnings within the next twelve months.

The counterparties to our foreign currency contracts were considered by us to be substantial and creditworthy financial institutions that were recognized market makers at the time we entered into those contracts.

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FAIR VALUE MEASUREMENTS

The following table presents information about assets and liabilities recorded at fair value on the Consolidated Balance Sheets at June 30, 2025 and December 31, 2024:

The following table presents information about assets and liabilities recorded at fair value on the Consolidated Balance Sheets at September 30, 2025 and December 31, 2024:

Total Carrying Value

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Total Liabilities at Fair Value $ 27 $ 3 $ — $ — $ 27 $ 3 $ — $ —

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

(In millions) June 30,

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

(In millions) September 30,

2025 December 31,

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Fair value — liability 2,652 1,590

(1) Excludes Notes Payable and Overdrafts of $ 499 million and $ 558 million at June 30, 2025 and December 31, 2024, respectively, of which $ 190 million and $ 241 million, respectively, are at fixed rates and $ 309 million and $ 317 million, respectively, are at variable rates.

(1) Excludes Notes Payable and Overdrafts of $ 573 million and $ 558 million at September 30, 2025 and December 31, 2024, respectively, of which $ 268 million and $ 241 million, respectively, are at fixed rates and $ 305 million and $ 317 million, respectively, are at variable rates.

The carrying value of Notes Payable and Overdrafts approximates fair value due to the short term nature of the facilities.

Long term debt with fair values of $ 4,766 million and $ 4,921 million at June 30, 2025 and December 31, 2024, respectively, were estimated using quoted Level 1 market prices.

The carrying value of the remaining debt was based upon internal estimates of fair value derived from market prices for similar debt.

Long term debt with fair values of $ 4,253 million and $ 4,921 million at September 30, 2025 and December 31, 2024, respectively, were estimated using quoted Level 1 market prices.

The carrying value of the remaining long term debt approximates fair value since the terms of the financing arrangements are similar to terms that could be obtained under current lending market conditions.

PENSION, SAVINGS AND OTHER POSTRETIREMENT BENEFIT PLANS

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In millions) 2025 2024 2025 2024

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In millions) 2025 2024 2025 2024

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Net curtailments, settlements and termination benefits, if any, are recorded in Other (Income) Expense or Rationalizations if related to a rationalization plan.

In the first six months of 2025, a pension settlement charge of $ 4 million was recorded in Other (Income) Expense.

The settlement charge resulted from total lump sum payments exceeding annual service and interest cost of the applicable plan.

In addition, pension termination benefits charges of $ 4 million and $ 1 million were recorded related to the exit of employees under an approved rationalization plan and the sale of the OTR tire business, respectively.

In the first six months of 2024, a pension settlement credit of $ 5 million was recorded in Other (Income) Expense.

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.

In the first nine months of 2024, a pension settlement credit of $ 5 million was recorded in Other (Income) Expense.

The settlement credit resulted from a premium refund related to the purchase of a group annuity contract for the Cooper Tire U.S.

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subsidiaries with health care benefits or life insurance benefits upon retirement.

There was no net other postretirement benefits expense for three and six months ended June 30, 2025.

Other postretirement benefits expense for the three and six months ended June 30, 2024 was $ 2 million and $ 4 million, respectively.

Other postretirement benefits (income) expense for three months ended September 30, 2025 and 2024 was $( 1 ) million and $ 1 million, respectively, and for the nine months ended September 30, 2025 and 2024 was $( 1 ) million and $ 5 million, respectively.

We expect to contribute $ 20 million to $ 30 million to our funded non-U.S.

pension plans in 2025.

For the three and six months ended June 30, 2025, we contributed $ 7 million and $ 13 million, respectively, to our non-U.S.

The expense recognized for our contributions to defined contribution savings plans for the three months ended June 30, 2025 and 2024 was $ 30 million and $ 33 million, respectively, and for the six months ended June 30, 2025 and 2024 was $ 62 million and $ 70 million, respectively.

For the three and nine months ended September 30, 2025, we contributed $ 8 million and $ 21 million, respectively, to our non-U.S.

The expense recognized for our contributions to defined contribution savings plans for the three months ended September 30, 2025 and 2024 was $ 30 million and $ 34 million, respectively, and for the nine months ended September 30, 2025 and 2024 was $ 92 million and $ 104 million, respectively.

STOCK COMPENSATION PLANS

Our Board of Directors granted 1.9 million restricted stock units and 1.0 million performance share units during the six months ended June 30, 2025 under our stock compensation plans.

Our Board of Directors granted 2.1 million restricted stock units and 1.0 million performance share units during the nine months ended September 30, 2025 under our stock compensation plans.

We measure the fair value of grants of restricted stock units and performance share units based primarily on the closing market price of a share of our common stock on the date of the grant, modified as appropriate to take into account the features of such grants.

The weighted average fair value per share was $ 9.79 for restricted stock units and $ 9.31 for performance share units granted during the six months ended June 30, 2025.

We recognized stock-based compensation expense of $ 5 million and $ 11 million during the three and six months ended June 30, 2025, respectively.

At June 30, 2025, unearned compensation cost related to the unvested portion of all stock-based awards was approximately $ 27 million and is expected to be recognized over the remaining vesting period of the respective grants, through the second quarter of 2028.

We recognized stock-based compensation expense of $ 6 million and $ 9 million during the three and six months ended June 30, 2024, respectively.

The weighted average fair value per share was $ 9.73 for restricted stock units and $ 9.31 for performance share units granted during the nine months ended September 30, 2025.

We recognized stock-based compensation expense of $ 6 million and $ 17 million during the three and nine months ended September 30, 2025, respectively.

At September 30, 2025, unearned compensation cost related to the unvested portion of all stock-based awards was approximately $ 23 million and is expected to be recognized over the remaining vesting period of the respective grants, through the third quarter of 2028.

We recognized stock-based compensation expense of $ 6 million and $ 15 million during the three and nine months ended September 30, 2024, respectively.

COMMITMENTS AND CONTINGENT LIABILITIES

Environmental Matters

We have recorded liabilities totaling $ 77 million and $ 81 million at June 30, 2025 and December 31, 2024, respectively, for anticipated costs related to various environmental matters, primarily the remediation of numerous waste disposal sites and certain properties sold by us.

Of these amounts, $ 22 million and $ 24 million were included in Other Current Liabilities at June 30, 2025 and December 31, 2024, respectively.

We have recorded liabilities totaling $ 77 million and $ 81 million at September 30, 2025 and December 31, 2024, respectively, for anticipated costs related to various environmental matters, primarily the remediation of numerous waste disposal sites and certain properties sold by us.

Of these amounts, $ 20 million and $ 24 million were included in Other Current Liabilities at September 30, 2025 and December 31, 2024, respectively.

The costs include legal and consulting fees, site studies, the design and implementation of remediation plans, post-remediation monitoring and related activities, and will be paid over several years.

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Workers’ Compensation

We have recorded liabilities, on a discounted basis, totaling $ 158 million for anticipated costs related to workers’ compensation at both June 30, 2025 and December 31, 2024.

Of these amounts, $ 29 million and $ 31 million were included in Other Current Liabilities as part of Compensation and Benefits at June 30, 2025 and December 31, 2024, respectively.

We have recorded liabilities, on a discounted basis, totaling $ 161 million and $ 158 million for anticipated costs related to workers’ compensation at September 30, 2025 and December 31, 2024, respectively.

Of these amounts, $ 28 million and $ 31 million were included in Other Current Liabilities as part of Compensation and Benefits at September 30, 2025 and December 31, 2024, respectively.

The costs include an estimate of expected settlements on pending claims, defense costs and a provision for claims incurred but not reported.

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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 June 30, 2025 and December 31, 2024, the liability was discounted using a risk-free rate of return.

At June 30, 2025, we estimate that it is reasonably possible that the liability could exceed our recorded amounts by approximately $ 25 million.

We periodically, and at least annually, update

our loss development factors based on actuarial analyses.

At September 30, 2025 and December 31, 2024, the liability was discounted using a risk-free rate of return.

At September 30, 2025, we estimate that it is reasonably possible that the liability could exceed our recorded amounts by approximately $ 25 million.

General and Product Liability and Other Litigation

We have recorded liabilities for both asserted and unasserted claims totaling $ 415 million and $ 406 million, including related legal fees expected to be incurred, for potential product liability and other tort claims, including asbestos claims, at June 30, 2025 and December 31, 2024, respectively.

Of these amounts, $ 85 million and $ 60 million were included in Other Current Liabilities at June 30, 2025 and December 31, 2024, respectively.

We have recorded liabilities for both asserted and unasserted claims totaling $ 409 million and $ 406 million, including related legal fees expected to be incurred, for potential product liability and other tort claims, including asbestos claims, at September 30, 2025 and December 31, 2024, respectively.

Of these amounts, $ 81 million and $ 60 million were included in Other Current Liabilities at September 30, 2025 and December 31, 2024, respectively.

The amounts recorded were estimated based on an assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and, where available, recent and current trends.

Based upon that assessment, at June 30, 2025, we do not believe that estimated reasonably possible losses associated with general and product liability claims in excess of the amounts recorded will have a material adverse effect on our financial position, cash flows or results of operations.

Based upon that assessment, at September 30, 2025, we do not believe that estimated reasonably possible losses associated with general and product liability claims in excess of the amounts recorded will have a material adverse effect on our financial position, cash flows or results of operations.

However, the amount of our ultimate liability in respect of these matters may differ from these estimates.

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Typically, these lawsuits have been brought against multiple defendants in state and federal courts.

To date, we have disposed of approximately

164,100 claims by defending, obtaining the dismissal thereof, or entering into a settlement.

The sum of our accrued asbestos-related liability and gross payments to date, including legal costs, by us and our insurers totaled approximately $ 597 million through June 30, 2025 and $ 589 million through December 31, 2024.

To date, we have disposed of approximately 164,800 claims by defending, obtaining the dismissal thereof, or entering into a settlement.

The sum of our accrued asbestos-related liability and gross payments to date, including legal costs, by us and our insurers totaled approximately $ 601 million through September 30, 2025 and $ 589 million through December 31, 2024.

A summary of recent approximate asbestos claims activity follows.

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

(Dollars in millions) Six Months Ended June 30, 2025 Year Ended

(Dollars in millions) Nine Months Ended September 30, 2025 Year Ended

December 31, 2024

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We periodically, and at least annually, review our existing reserves for pending claims, including a reasonable estimate of the liability associated with unasserted asbestos claims, and estimate our receivables from probable insurance recoveries.

We recorded gross liabilities for both asserted and unasserted claims, inclusive of defense costs, totaling $ 116 million and $ 115 million at June 30, 2025 and December 31, 2024, respectively.

We recorded gross liabilities for both asserted and unasserted claims, inclusive of defense costs, totaling $ 116 million and $ 115 million at September 30, 2025 and December 31, 2024, respectively.

In determining the estimate of our asbestos liability, we evaluated claims over the next ten-year period.

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We record a receivable with respect to such policies when we determine that recovery is probable and we can reasonably estimate the amount of a particular recovery.

We recorded an insurance receivable related to asbestos claims of $ 64 million and $ 63 million at June 30, 2025 and December 31, 2024, respectively.

We recorded an insurance receivable related to asbestos claims of $ 64 million and $ 63 million at September 30, 2025 and December 31, 2024, respectively.

We expect that approximately 55 % of asbestos claim related losses would be recoverable through insurance during the ten-year period covered by the estimated liability.

Of these amounts, $ 11 million was included in Current Assets as part of Accounts Receivable at both June 30, 2025 and December 31, 2024.

Of these amounts, $ 11 million was included in Current Assets as part of Accounts Receivable at both September 30, 2025 and December 31, 2024.

The recorded receivable consists of an amount we expect to collect under coverage-in-place agreements with certain primary and excess insurance carriers as well as an amount we believe is probable of recovery from certain of our other excess insurance carriers.

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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.

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.

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therefore, no changes have been made to our reserve for uncertain tax positions relating to the NOPA.

In addition, our U.S.

deferred tax assets are in a full valuation allowance as of September 30, 2025.

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.

We have received various tax assessments challenging our interpretations of applicable tax laws in various

jurisdictions.

Although we believe we have complied with applicable tax laws, have strong positions and defenses and have historically been successful in defending such claims, our results of operations could be materially adversely affected in the case we are unsuccessful in the defense of existing or future claims.

Binding Commitments and Guarantees

We have off-balance sheet financial guarantees and other commitments totaling $ 29 million at both June 30, 2025 and December 31, 2024.

We have off-balance sheet financial guarantees and other commitments totaling $ 29 million at both September 30, 2025 and December 31, 2024.

We issue guarantees to financial institutions or other entities on behalf of certain of our affiliates, lessors or customers.

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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 June 30, 2025, this guarantee amount has been reduced to $ 15 million.

As of September 30, 2025, this guarantee amount has been reduced to $ 15 million.

We have concluded the probability of our performance to be remote and, therefore, have not recorded a liability for this guarantee.

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We have an agreement to provide a revolving loan commitment to TireHub, LLC of up to $ 130 million.

The carrying value of our net investment in TireHub was $ 83 million and $ 110 million, which includes an outstanding loan receivable of $ 117 million and $ 119 million, including $ 2 million of interest, at June 30, 2025 and December 31, 2024, respectively, and was included in Other Assets on our Consolidated Balance Sheets.

The carrying value of our net investment in TireHub was $ 64 million and $ 110 million, which includes an outstanding loan receivable of $ 113 million and $ 119 million, including $ 2 million of interest, at September 30, 2025 and December 31, 2024, respectively, and was included in Other Assets on our Consolidated Balance Sheets.

Our investment in TireHub is accounted for under the equity method of accounting and, as such, includes our 50 % share of the net income (losses) of TireHub.

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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 six months of 2025, we did not repurchase any shares from employees.

During the first nine months of 2025, we did not repurchase any shares from employees.

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables present changes in AOCL, by component, for the six months ended June 30, 2025 and 2024, after tax and minority interest.

The following tables present changes in AOCL, by component, for the nine months ended September 30, 2025 and 2024, after tax and minority interest.

(In millions) Income (Loss) Foreign

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Amounts reclassified from accumulated other comprehensive income (loss)

Balance at June 30, 2025 $ ( 1,693 ) $ 1 $ ( 2,092 ) $ — $ ( 3,784 )

8 — 143 — 151

Balance at September 30, 2025 $ ( 1,707 ) $ 1 $ ( 2,000 ) $ — $ ( 3,706 )

(In millions) Income (Loss) Foreign

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Amounts reclassified from accumulated other comprehensive income (loss)

Balance at June 30, 2024 $ ( 1,668 ) $ 1 $ ( 2,177 ) $ 2 $ ( 3,842 )

Balance at September 30, 2024 $ ( 1,637 ) $ 1 $ ( 2,138 ) $ 2 $ ( 3,772 )

The following table presents reclassifications out of AOCL:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Amortization of prior service cost and unrecognized gains and losses $ 25 $ 28 $ 76 $ 82 Other (Income) Expense

Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures — — 2 ( 5 ) Other (Income) Expense / Rationalizations

Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures 68 — 70 ( 5 ) Other (Income) Expense

Unrecognized net actuarial losses and

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In millions) 2025 2024 2025 2024

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REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

As discussed in Note 1, in preparing the consolidated financial statements as of and for the three and six months ended June 30, 2025, we identified errors in our previously issued financial statements related to our historical computation of currency remeasurement of our foreign operations in Turkey, which was designated as a highly inflationary economy beginning April 1, 2022.

As discussed in Note 1, in preparing the consolidated financial statements as of and for the three and nine months ended September 30, 2025, we identified errors in our previously issued financial statements related to our historical computation of currency remeasurement of our foreign operations in Turkey, which was designated as a highly inflationary economy beginning April 1, 2022.

The identified errors impacted our previously issued 2022, 2023 and 2024 annual and interim financial statements.

The impact of the errors on the previously issued consolidated statements of operations and comprehensive income for the quarter ended March 31, 2025 were de minimis.

There were no impacts on previously reported cash flows from operating, investing and financing activities in any prior periods.

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Impacts to Consolidated Statements of Operations and Comprehensive Income (in millions, except per share data)

Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022

As Reported Revision As Revised As Reported Revision As Revised As Reported Revision As Revised

Cost of Goods Sold $ 15,176 $ 16 $ 15,192 $ 16,557 $ 25 $ 16,582 $ 16,953 $ 2 $ 16,955

Other Expense (1)

$ 125 $ 9 $ 134 $ 212 $ 19 $ 231 $ 197 $ 12 $ 209

Net Income (Loss)

$ 60 $ ( 25 ) $ 35 $ ( 687 ) $ ( 44 ) $ ( 731 ) $ 209 $ ( 14 ) $ 195

Minority Shareholders’ Net Income (Loss) $ ( 10 ) $ ( 1 ) $ ( 11 ) $ 2 $ ( 4 ) $ ( 2 ) $ 7 $ ( 3 ) $ 4

Goodyear Net Income (Loss)

$ 70 $ ( 24 ) $ 46 $ ( 689 ) $ ( 40 ) $ ( 729 ) $ 202 $ ( 11 ) $ 191

Comprehensive Income (Loss) $ 50 $ ( 25 ) $ 25 $ ( 643 ) $ ( 44 ) $ ( 687 ) $ 280 $ ( 14 ) $ 266

Comprehensive Income (Loss) Attributable to Minority Shareholders $ ( 11 ) $ ( 1 ) $ ( 12 ) $ 6 $ ( 4 ) $ 2 $ ( 10 ) $ ( 3 ) $ ( 13 )

Goodyear Comprehensive Income (Loss) $ 61 $ ( 24 ) $ 37 $ ( 649 ) $ ( 40 ) $ ( 689 ) $ 290 $ ( 11 ) $ 279

Basic EPS $ 0.24 $ ( 0.08 ) $ 0.16 $ ( 2.42 ) $ ( 0.14 ) $ ( 2.56 ) $ 0.71 $ ( 0.04 ) $ 0.67

Diluted EPS $ 0.24 $ ( 0.08 ) $ 0.16 $ ( 2.42 ) $ ( 0.14 ) $ ( 2.56 ) $ 0.71 $ ( 0.04 ) $ 0.67

(1) Other Expense also reflects the reclassification of Net (Gain) Loss on Asset Sales of $( 122 ) million, $( 104 ) million, and $( 93 ) million for the years ended December 31, 2022, 2023 and 2024, respectively, to conform to the current presentation.

Nine Months Ended September 30, 2024 Three Months Ended September 30, 2024 Six Months Ended June 30, 2024 Three Months Ended June 30, 2024 Three Months Ended March 31, 2024

As Reported Revision As Revised As Reported Revision As Revised As Reported Revision As Revised As Reported Revision As Revised As Reported Revision As Revised

Nine Months Ended September 30, 2024 Three Months Ended September 30, 2024

As Reported Revision As Revised As Reported Revision As Revised

Cost of Goods Sold $ 11,218 $ 13 $ 11,231 $ 3,881 $ 1 $ 3,882

1 unchanged sentence

$ 87 $ 8 $ 95 $ 35 $ 1 $ 36

Net Income (Loss)

$ ( 12 ) $ ( 21 ) $ ( 33 ) $ ( 34 ) $ ( 2 ) $ ( 36 )

Minority Shareholders’ Net Income (Loss) $ ( 6 ) $ — $ ( 6 ) $ — $ 1 $ 1

Goodyear Net Income (Loss)

Goodyear Net Loss

$ ( 6 ) $ ( 21 ) $ ( 27 ) $ ( 34 ) $ ( 3 ) $ ( 37 )

4 unchanged sentences

Diluted EPS $ ( 0.02 ) $ ( 0.07 ) $ ( 0.09 ) $ ( 0.12 ) $ ( 0.01 ) $ ( 0.13 )

(1) Other Expense also reflects the reclassification of Net (Gain) Loss on Asset Sales of $ 2 million, $( 96 ) million and $( 1 ) million for the three months ended March 31, 2024, June 30, 2024, and September 30, 2024, respectively, $( 94 ) million for the six months ended June 30, 2024, and $( 95 ) million for the nine months ended September 30, 2024, to conform to the current presentation.

(1) Other Expense also reflects the reclassification of Net (Gain) Loss on Asset Sales of $( 1 ) million for the three months ended September 30, 2024 and $( 95 ) million for the nine months ended September 30, 2024, to conform to the current presentation.

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

December 31, 2024 December 31, 2023

As Reported Revision As Revised As Reported Revision As Revised

December 31, 2024

As Reported Revision As Revised

Inventories $ 3,597 $ ( 43 ) $ 3,554

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements