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Our plans for margin expansion also include a reduction of our cost structure by approximately $1.3 billion by the end of 2025, including actions related to our manufacturing footprint, plant optimization, further improvement of our purchasing leverage, reduction of Selling, Administrative and General expenses (“SAG”) and improvements in our supply chain planning and logistics.
−Removed: During the six months ended June 30, 2025, the Goodyear Forward plan provided $395 million in benefits to segment operating income.
+Added: During the nine months ended September 30, 2025, the Goodyear Forward plan provided $580 million in benefits to segment operating income.
On February 3, 2025, we completed the sale of our OTR tire business to The Yokohama Rubber Company, Limited (“Yokohama”) pursuant to the terms of the Share and Asset Purchase Agreement, dated as of July 22, 2024 (the “OTR Purchase Agreement”).
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We also allocated $86 million of those proceeds to deferred income for tire inventory in Europe that will not transfer ownership until the termination of the transition license agreement.
−Removed: 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.
The deferred amounts related to the transition agreements and inventory are presented in operating activities and the $526 million purchase price is presented in investing activities on our Consolidated Statements of Cash Flows.
−Removed: 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”).
−Removed: 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.
−Removed: 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.
−Removed: The closing of the transaction is subject to the satisfaction of customary closing conditions.
−Removed: During the first quarter of 2025, we reached an agreement with the United Steelworkers and approved a rationalization plan to eliminate our production of commercial tires in our Danville, Virginia tire manufacturing facility ("Danville") in order to reduce our production cost per tire in Americas.
−Removed: The plan includes approximately 850 job reductions, including associates and contracted positions.
−Removed: Danville will continue to produce aviation tires and conduct mixing operations.
−Removed: We expect to substantially complete this rationalization plan by the end of 2025.
−Removed: 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 ("Kariega").
−Removed: The plan includes approximately 900 job reductions, including associates and contracted positions, and is expected to be substantially complete by the end of 2025.
−Removed: The rationalization plan remains subject to consultation with employee representative bodies.
−Removed: Our results for the second quarter of 2025 include a 5.3% decrease in tire unit shipments compared to 2024 due to lower global tire volume.
−Removed: In the second quarter of 2025, we experienced approximately $55 million of inflationary cost pressures.
−Removed: Net sales in the second quarter of 2025 were $4,465 million, compared to $4,570 million in the second quarter of 2024.
−Removed: Net sales decreased in 2025 primarily due to lower global tire volume and the impacts of our divestitures, primarily from the sale of the OTR tire business.
−Removed: These decreases were partially offset by global increases in price and product mix, higher sales in other tire-related businesses, primarily due to growth in Fleet Solutions in EMEA, higher retread sales in EMEA and Americas and higher global aviation sales, and benefits from the Goodyear Forward plan.
−Removed: In the second quarter of 2025, Goodyear net income was $254 million, or $0.88 per share, compared to Goodyear net income of $79 million, or $0.28 per share, in the second quarter of 2024.
−Removed: The change in Goodyear net income was primarily due a gain on the sale of the Dunlop brand and lower interest expense, partially offset by lower segment operating income and higher rationalization charges.
−Removed: Total segment operating income for the second quarter of 2025 was $159 million, compared to $334 million in the second quarter of 2024.
−Removed: The $175 million decrease was primarily due to higher raw material costs of $174 million, increased conversion costs of $90 million, driven by the effect of lower tire production on fixed cost absorption and inflation, a net benefit from insurance recoveries in 2024 of $63 million, higher SAG of $54 million when excluding Goodyear Forward savings, lower tire volume of $37 million, and the impact of the sale of the OTR tire business of $23 million.
+Added: 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”).
+Added: At the closing, we received gross cash proceeds of approximately $580 million, which reflects working capital adjustments, including an adjustment for intercompany receivables.
+Added: The purchase price remains subject to customary post-closing adjustments as set forth in the Chemical Purchase Agreement.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Our results for the third quarter of 2025 include a 5.9% decrease in tire unit sales compared to 2024 due to lower global tire volume.
+Added: In the third quarter of 2025, we experienced approximately $51 million of inflationary cost pressures.
+Added: Net sales in the third quarter of 2025 were $4,645 million, compared to $4,824 million in the third quarter of 2024.
+Added: Net sales decreased in 2025 primarily due to lower global tire volume and the impacts of our divestitures, primarily the sale of the OTR tire business.
+Added: These decreases were partially offset by global increases in price and product mix, the positive impact of changes in foreign exchange rates and benefits from the Goodyear Forward plan.
+Added: In the third quarter of 2025, Goodyear net loss was $2,195 million, or $7.62 per share, compared to Goodyear net loss of $37 million, or $0.13 per share, in the third quarter of 2024.
+Added: The change in Goodyear net loss was primarily due to the change in U.S.
+Added: and Foreign Tax Expense, primarily related to the establishment of a full valuation allowance on our net deferred tax assets in the U.S., a non-cash goodwill impairment charge and pension settlement charges.
+Added: Total segment operating income for the third quarter of 2025 was $287 million, compared to $346 million in the third quarter of 2024.
+Added: The $59 million decrease was primarily due to increased conversion costs of $110 million, driven by inflation, higher raw material costs of $81 million, higher SAG of $51 million when excluding Goodyear Forward savings, lower tire volume of $50 million, higher other costs of $39 million, primarily related to tariffs and inflation, and the impact of the sale of the OTR tire business of $16 million.
These decreases were partially offset by benefits from the Goodyear Forward plan of $185 million and benefits from price and product mix of $100 million.
Refer to "Results of Operations — Segment Information" for additional information.
−Removed: Net sales in the first six months of 2025 were $8,718 million, compared to $9,107 million in the first six months of 2024.
−Removed: Net sales decreased in 2025 primarily due to lower global tire volume, the impacts of our divestitures, primarily from the sale of the OTR tire business, and the negative impact of changes in foreign exchange rates globally.
−Removed: These decreases were partially offset by favorable price and product mix, higher sales in other tire-related businesses, primarily due to growth in Fleet Solutions in EMEA and higher retread sales in EMEA and Americas, and benefits from the Goodyear Forward plan.
−Removed: In the first six months of 2025, Goodyear net income was $369 million, or $1.28 per share, compared to Goodyear net income of $10 million, or $0.04 per share, in the first six months of 2024.
−Removed: The change in Goodyear net income was primarily due to gains on the sales of the OTR tire business and the Dunlop brand and lower interest expense, partially offset by higher rationalization charges and lower segment operating income.
−Removed: Total segment operating income for the first six months of 2025 was $354 million, compared to $574 million in the first six months of 2024.
−Removed: The $220 million decrease was primarily due to higher raw material costs of $352 million, increased conversion costs of $105 million, driven by the effect of lower tire production on fixed cost absorption, higher SAG of $97 million when excluding Goodyear Forward savings, lower tire volume of $70 million, higher transportation costs of $48 million, the impact of the sale of the OTR tire business of $35 million, $32 million related to net insurance recoveries received in 2024 related to the Debica fire, a benefit of $20 million in 2024 from insurance proceeds for business interruptions resulting from storm damage events in prior years, and the negative impact of changes in foreign exchange rates globally of $17 million.
+Added: Net sales in the first nine months of 2025 were $13,363 million, compared to $13,931 million in the first nine months of 2024.
+Added: Net sales decreased in 2025 primarily due to lower global tire volume, the impacts of our divestitures, primarily the sale of the OTR tire business, and the negative impact of changes in foreign exchange rates.
+Added: These decreases were partially offset by favorable price and product mix, higher sales in other tire-related businesses, primarily due to growth in Fleet Solutions in EMEA and higher aviation sales in Americas, and benefits from the Goodyear Forward plan.
+Added: In the first nine months of 2025, Goodyear net loss was $1,826 million, or $6.35 per share, compared to Goodyear net loss of $27 million, or $0.09 per share, in the first nine months of 2024.
+Added: The change in Goodyear net loss was primarily due to the change in U.S.
+Added: and Foreign Tax Expense, primarily related the establishment of a full valuation allowance on our net deferred tax assets in the U.S., a non-cash goodwill impairment charge and lower segment operating income, partially offset by gains on the sales of the OTR tire business and the Dunlop brand.
+Added: Total segment operating income for the first nine months of 2025 was $641 million, compared to $920 million in the first nine months of 2024.
+Added: The $279 million decrease was primarily due to higher raw material costs of $433 million, increased conversion costs of $215 million, driven by inflation, higher SAG of $147 million when excluding Goodyear Forward savings, increased tariffs and inflation of $123 million, lower tire volume of $120 million, the impact of the sale of the OTR tire business of $45 million, and the negative impact of changes in foreign exchange rates of $10 million.
These decreases were partially offset by benefits from the Goodyear Forward plan of $580 million and global improvements in price and product mix of $259 million.
Refer to "Results of Operations —Segment Information" for additional information.
+Added: On February 19, 2025, we redeemed our remaining $500 million 9.5% senior notes due 2025 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest.
On May 19, 2025, we amended and restated our first lien revolving credit facility.
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On June 30, 2025, we redeemed $400 million and, on July 3, 2025, we redeemed the remaining $500 million of our 5% senior notes due 2026 at redemption prices equal to 100% of the principal amount redeemed plus accrued and unpaid interest, using the net proceeds from the 6.625% senior notes due 2030, together with cash and cash equivalents.
−Removed: At June 30, 2025, we had $785 million of cash and cash equivalents as well as $3,158 million of unused availability under our various credit agreements, compared to $810 million and $3,555 million, respectively, at December 31, 2024.
−Removed: The decrease in cash and cash equivalents of $25 million was primarily due to cash used for operating activities of $718 million, capital expenditures of $466 million and net debt repayments of $112 million, partially offset by cash provided by the sales of the OTR tire business and the Dunlop brand, as well as other asset dispositions, of $1,328 million.
−Removed: Net cash used for operating activities reflects cash used for working capital of $1,069 million, rationalization payments of $204 million, and pension contributions and direct payments of $53 million, partially offset by deferred income related to divestitures of $376 million, as well as the Company's net income for the period of $399 million, which includes non-cash gains on asset sales of $701 million and non-cash charges for depreciation and amortization of $544 million.
+Added: At September 30, 2025, we had $810 million of cash and cash equivalents as well as $2,547 million of unused availability under our various credit agreements, compared to $810 million and $3,555 million, respectively, at December 31, 2024.
+Added: Net cash provided by investing activities was $663 million, primarily representing proceeds from the sales of the OTR tire business and the Dunlop brand, as well as other asset dispositions, of $1,332 million, partially offset by capital expenditures of $649 million, and net cash provided by financing activities was $92 million, primarily due to net borrowings of $97 million, partially offset by net cash used for operating activities of $716 million, reflecting the Company's cash used for working capital of $1,210 million and the Company's net loss of $1,798 million for the period, which reflected significant non-cash items of $1,345 million for provision for deferred income taxes, goodwill impairment of $674 million, and net gains on asset sales of $700 million.
Refer to "Liquidity and Capital Resources" for additional information.
−Removed: In the third quarter of 2025, we expect our global tire unit volume to decline approximately 5% compared to the third quarter of 2024 driven by global OE volume reductions and lower consumer replacement volume.
−Removed: We also expect unabsorbed overhead to be approximately $50 million higher in the third quarter of 2025 compared to the third quarter of 2024 due to lower production in the second quarter of 2025.
−Removed: We expect to continue progress on our Goodyear Forward transformation plan in 2025, with third quarter of 2025 benefits from the program of approximately $180 million and full year benefits of approximately $750 million in segment operating income.
−Removed: The expected impact of the sale of the OTR tire business on our segment operating income is approximately $10 million in the third quarter of 2025.
−Removed: We expect our raw material costs to increase approximately $50 million in the third quarter of 2025 compared to the third quarter of 2024, driven by natural rubber.
−Removed: These raw material cost increases are expected to be offset by approximately $100 million of price and product mix improvements, driven by previously implemented pricing actions and customer contracts indexed to changes in raw materials.
+Added: In the fourth quarter of 2025, we expect our global tire unit volume to decline approximately 4% compared to the fourth quarter of 2024, driven by lower consumer replacement volume due to high channel inventories in the U.S.
+Added: and the European Union.
+Added: We expect our raw material costs to decrease approximately $5 million in the fourth quarter of 2025 compared to the fourth quarter of 2024.
+Added: In addition, we expect to benefit from approximately $135 million of price and product mix improvements, driven by previously implemented pricing actions and customer contracts indexed to changes in raw materials.
Natural and synthetic rubber prices and other commodity prices historically have been volatile, and our raw materials costs could change based on future cost fluctuations and changes in foreign exchange rates.
We continue to focus on price and product mix, to substitute lower cost materials where possible, to identify additional substitution opportunities, to reduce the amount of material required in each tire, and to pursue alternative raw materials to minimize the impact of higher raw material costs.
−Removed: We expect non-raw material inflation and other costs to be approximately $180 million higher in the third quarter of 2025 compared to the third quarter of 2024.
−Removed: These costs include the impact of inflation, tariffs, increased transportation costs and other manufacturing costs including costs associated with announced rationalization plans.
+Added: We expect to complete our Goodyear Forward transformation plan in 2025, with fourth quarter benefits from the program of approximately $180 million and full year benefits of approximately $750 million in segment operating income.
+Added: We expect non-raw material inflation, tariffs and other costs to be approximately $190 million higher in the fourth quarter of 2025 compared to the fourth quarter of 2024, driven by a global inflation rate of approximately 3% and U.S.
+Added: tariff impacts.
+Added: We now expect annualized tariff costs of approximately $300 million on finished goods and raw materials.
We continue to focus on actions to offset costs other than raw materials through cost savings initiatives, including initiatives related to the Goodyear Forward plan, rationalization actions and improvements in price and product mix.
−Removed: For the full year of 2025, we expect working capital to be neither a source nor use of cash.
−Removed: We anticipate our capital expenditures to be approximately $900 million.
−Removed: We anticipate our cash flows will include rationalization payments of approximately $400 million, as we continue to implement elements of our Goodyear Forward plan to improve our cost structure.
+Added: For the full year of 2025, we expect working capital to be a use of cash of approximately $150 million and our capital expenditures to be approximately $875 million.
+Added: We estimate our rationalization payments to be approximately $450 million, as we continue to take actions to improve our cost structure.
Refer to "Item 1A.
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RESULTS OF OPERATIONS
−Removed: Three Months Ended June 30, 2025 and 2024
−Removed: Net sales in the second quarter of 2025 were $4,465 million, decreasing $105 million, or 2.3%, from $4,570 million in the second quarter of 2024.
−Removed: Goodyear net income was $254 million, or $0.87 per share, in the second quarter of 2025, compared to Goodyear net income of $79 million, or $0.28 per share, in the second quarter of 2024.
−Removed: Net sales decreased in the second quarter of 2025 primarily due to lower global tire volume of $157 million and the impacts of the sale of the OTR tire business of $149 million, excluding product supply agreement revenue of $82 million, and the sale of the Dunlop brand of $16 million.
−Removed: These decreases were partially offset by global improvements in price and product mix of $93 million, higher sales in other tire-related businesses of $35 million, primarily due to growth in Fleet Solutions in EMEA, higher retread sales in EMEA and Americas and higher global aviation sales, and benefits from the Goodyear Forward plan of $16 million.
−Removed: Worldwide tire unit sales in the second quarter of 2025 were 37.9 million units, decreasing 2.2 million units, or 5.3%, from 40.1 million units in the second quarter of 2024.
+Added: Three Months Ended September 30, 2025 and 2024
+Added: Net sales in the third quarter of 2025 were $4,645 million, decreasing $179 million, or 3.7%, from $4,824 million in the third quarter of 2024.
+Added: Goodyear net loss was $2,195 million, or $7.62 per share, in the third quarter of 2025, compared to Goodyear net loss of $37 million, or $0.13 per share, in the third quarter of 2024.
+Added: Net sales decreased in the third quarter of 2025 primarily due to lower global tire volume of $227 million, the impact of the sale of the OTR tire business of $140 million, excluding product supply agreement revenue of $65 million, and the impact of the sale of the Dunlop brand of $8 million.
+Added: These decreases were partially offset by global improvements in price and product mix of $61 million, the positive impact of changes in foreign exchange rates of $61 million, primarily in EMEA, and benefits from the Goodyear Forward plan of $16 million.
+Added: Worldwide tire unit sales in the third quarter of 2025 were 40.0 million units, decreasing 2.5 million units, or 5.9%, from 42.5 million units in the third quarter of 2024.
Replacement tire volume decreased globally by 2.6 million units, or 8.5%.
−Removed: OE tire volume decreased by 0.4 million units, or 3.5%, driven by Asia Pacific.
−Removed: Cost of Goods Sold ("CGS") in the second quarter of 2025 was $3,705 million, increasing $78 million, or 2.2%, from $3,627 million in the second quarter of 2024.
−Removed: CGS increased primarily due to higher raw material costs of $174 million, higher conversion costs of $90 million, higher costs in other tire-related businesses of $40 million, primarily related to Fleet Solutions in EMEA, $12 million of other costs, primarily related to transportation, and an increase in accelerated depreciation and asset write-offs of $7 million ($11 million after-tax and minority).
−Removed: These increases were partially offset by savings related to the Goodyear Forward plan of $147 million, lower tire volume of $120 million, and benefits related to divestitures, primarily the sale of the OTR tire business, of $47 million.
−Removed: CGS in the second quarter of 2024 included a net benefit from insurance recoveries related to the Debica fire of $43 million ($30 million after-tax and minority), a benefit of $20 million ($15 million after-tax and minority) from insurance proceeds for property damage and business interruptions resulting from storm damage events in prior years and a $3 million ($3 million after-tax and minority) charge related to a flood in South Africa.
−Removed: CGS in the second quarter of 2025 and 2024 included pension expense of $4 million for each period.
−Removed: CGS in the second quarter of 2025 included $5 million of incremental savings from rationalization plans.
−Removed: CGS was 83.0% of sales in the second quarter of 2025, compared to 79.4% in the second quarter of 2024.
−Removed: SAG in the second quarter of 2025 was $692 million, decreasing $39 million, or 5.3%, from $731 million in the second quarter of 2024.
−Removed: SAG decreased primarily due to savings related to the Goodyear Forward plan of $31 million, benefits related to divestitures, primarily the sale of the OTR tire business, of $17 million, and a decrease in accelerated lease costs and asset write-offs of $9 million ($8 million after-tax and minority).
−Removed: These decreases were partially offset by an increase in other costs of $54 million, primarily related to advertising costs, inflation and non-recurring insurance.
−Removed: SAG in the second quarter of 2025 also included costs related to the Goodyear Forward plan of $3 million ($2 million after-tax and minority), compared to $40 million ($30 million after-tax and minority) in the second quarter of 2024, primarily related to third-party advisory, legal and consulting fees and costs associated with planned asset sales.
−Removed: SAG in the second quarter of 2025 and 2024 included pension expense of $2 million for each period.
−Removed: SAG in the second quarter of 2025 included $10 million of incremental savings from rationalization plans.
−Removed: SAG was 15.5% of sales in the second quarter of 2025, compared to 16.0% in the second quarter of 2024.
−Removed: We recorded net rationalization charges of $59 million ($55 million after-tax and minority) in the second quarter of 2025 and $19 million ($15 million after-tax and minority) in the second quarter of 2024.
−Removed: Net rationalization charges in the second quarter of 2025 primarily related to the proposed plan to close our manufacturing facility in Kariega, the elimination of commercial tire production at Danville, the closures of our Fulda, Germany tire manufacturing facility (“Fulda”) and our Fürstenwalde, Germany tire manufacturing facility (“Fürstenwalde”), and the plan to reduce SAG headcount in Americas and Corporate.
−Removed: Net rationalization charges in the second quarter of 2024 primarily related to the plan to open a new shared services center in Costa Rica, and the closures of Fulda, Fürstenwalde and Cooper Tire's Melksham, United Kingdom tire manufacturing facility ("Melksham"), partially offset by reversals related our rationalization and workforce reorganization plan in EMEA due to voluntary attrition.
+Added: OE tire volume increased by 0.1 million units, or 1.2%, driven by EMEA.
+Added: Cost of Goods Sold ("CGS") in the third quarter of 2025 was $3,801 million, decreasing $81 million, or 2.1%, from $3,882 million in the third quarter of 2024.
+Added: CGS decreased primarily due to lower tire volume of $177 million, savings related to the Goodyear Forward plan of $132 million and benefits related to divestitures, primarily the sale of the OTR tire business, of $59 million.
+Added: These decreases were partially offset by higher conversion costs of $110 million, higher raw material costs of $81 million, foreign currency translation of $44 million and an increase in asset write-offs, accelerated depreciation and accelerated lease charges of $32 million.
+Added: CGS in the third quarter of 2024 included a benefit of $20 million ($15 million after-tax and minority) from insurance proceeds for property damage and business interruptions resulting from storm damage events in prior years and $3 million ($2 million after-tax and minority) as a result of the Debica fire, primarily comprised of repair costs.
+Added: CGS in the third quarter of 2025 and 2024 included pension expense of $3 million and $4 million, respectively.
+Added: CGS in the third quarter of 2025 included $11 million of incremental savings from rationalization plans.
+Added: CGS was 81.8% of sales in the third quarter of 2025, compared to 80.5% in the third quarter of 2024.
+Added: SAG in the third quarter of 2025 was $676 million, increasing $13 million, or 2.0%, from $663 million in the third quarter of 2024.
+Added: SAG increased primarily due to $31 million related to inflation and wages and benefits, $27 million of other costs including claims reserves, foreign currency translation of $10 million and increased advertising costs of $4 million.
+Added: These increases were partially offset by savings related to the Goodyear Forward plan of $36 million, benefits related to divestitures, primarily the sale of the OTR tire business, of $9 million, and a decrease in accelerated lease costs and asset write-offs of $3 million.
+Added: SAG in the third quarter of 2025 also included costs related to the Goodyear Forward plan of $4 million ($4 million after-tax and minority), compared to $14 million ($11 million after-tax and minority) in the third quarter of 2024, primarily related to third-party advisory, legal and consulting fees and costs associated with planned asset sales.
+Added: SAG in the third quarter of 2025 and 2024 included pension expense of $2 million and $3 million, respectively.
+Added: SAG in the third quarter of 2025 included $6 million of incremental savings from rationalization plans.
+Added: SAG was 14.6% of sales in the third quarter of 2025, compared to 13.7% in the third quarter of 2024.
+Added: We recorded a goodwill impairment charge of $674 million ($674 million after-tax and minority) in the third quarter of 2025 related to our North America reporting unit.
+Added: We recorded an intangible asset impairment charge of $125 million ($94 million after-tax and minority) in the third quarter of 2024 primarily related to our lower tier indefinite-lived intangible assets related to the acquisition of Cooper Tire.
+Added: We recorded net rationalization charges of $21 million ($21 million after-tax and minority) in the third quarter of 2025 and $11 million ($9 million after-tax and minority) in the third quarter of 2024.
+Added: Net rationalization charges in the third quarter of 2025 primarily related to the plan to close our manufacturing facility in Kariega, South Africa ("Kariega"), the elimination of commercial tire production at our Danville, Virginia tire manufacturing facility ("Danville"), the closures of our Fulda, Germany tire manufacturing facility (“Fulda”) and our Fürstenwalde, Germany tire manufacturing facility (“Fürstenwalde”), and the plan to reduce SAG headcount in Americas and Corporate.
+Added: Net rationalization charges in the third quarter of 2024 primarily related to a reduction in headcount in Americas, partially offset by reversals primarily related to our rationalization and workforce reorganization plan in EMEA due to voluntary attrition.
For further information, refer to Note to the Consolidated Financial Statements No.
4, Costs Associated with Rationalization Programs.
−Removed: CGS and SAG in the second quarter of 2025 included $41 million ($37 million after-tax and minority) of asset write-offs, accelerated depreciation and accelerated lease charges, primarily related to the closures of Fulda and Fürstenwalde and the elimination of commercial tire production at Danville.
−Removed: CGS and SAG in the second quarter of 2024 included $43 million ($34 million after-tax and minority) of asset write-offs, accelerated depreciation and accelerated lease charges, primarily related to plant closures in Asia Pacific and EMEA and the exit of our retail operations in Australia and New Zealand.
−Removed: Interest expense in the second quarter of 2025 was $112 million, decreasing $18 million, or 13.8%, from $130 million in the second quarter of 2024.
−Removed: The average interest rate was 5.65% in the second quarter of 2025 compared to 6.21% in the second quarter of 2024.
−Removed: The average debt balance was $7,936 million in the second quarter of 2025 compared to $8,371 million in the second quarter of 2024.
−Removed: The second quarter of 2025 includes net gains on asset sales of $439 million ($393 million after-tax and minority), primarily due to an estimated gain of $385 million ($367 million after-tax and minority) on the sale of Dunlop brand and other asset sales of $54 million ($26 million after-tax and minority), compared to net gains of $96 million ($68 million after-tax and minority) in the second quarter of 2024, primarily due to the sale of distribution centers in EMEA and Americas.
−Removed: Other (Income) Expense in the second quarter of 2025 was $31 million of expense, compared to $26 million of expense in the second quarter of 2024.
−Removed: The change in Other (Income) Expense was primarily due to an increase in net foreign currency exchange losses of $12 million and a decrease in interest income of $4 million, partially offset by an increase in royalty and other income of $9 million and a decrease in non-service related pension and other postretirement benefits cost of $4 million.
−Removed: The second quarter of 2025 includes transaction costs of $2 million ($1 million after-tax and minority), primarily related to the anticipated sale of the Chemical Business.
−Removed: In the second quarter of 2025, we recorded income tax expense of $24 million on income before income taxes of $305 million.
−Removed: Income tax expense for the three months ended June 30, 2025 includes a net discrete tax benefit of $4 million ($4 million after minority interest).
−Removed: In the second quarter of 2024, we recorded income tax expense of $60 million on income before income taxes of $133 million.
+Added: CGS and SAG in the third quarter of 2025 included $55 million ($55 million after-tax and minority) of asset write-offs, accelerated depreciation and accelerated lease charges, primarily related to the closures of Fulda and Fürstenwalde, the elimination of commercial tire production at Danville and the closure of Kariega.
+Added: CGS and SAG in the third quarter of 2024 included $25 million ($23 million after-tax and minority) of asset write-offs, accelerated depreciation and accelerated lease
+Added: charges, primarily related to plans to improve our cost structure through announced closures of our Fulda, Fürstenwalde and Malaysia tire manufacturing facilities, as well as the closure of a development center and warehouse in the U.S.
+Added: Interest expense in the third quarter of 2025 was $114 million, decreasing $21 million, or 15.6%, from $135 million in the third quarter of 2024.
+Added: The average interest rate was 5.74% in the third quarter of 2025 compared to 6.17% in the third quarter of 2024.
+Added: The average debt balance was $7,946 million in the third quarter of 2025 compared to $8,751 million in the third quarter of 2024.
+Added: The third quarter of 2025 included net losses on asset sales of $1 million ($1 million after-tax and minority), compared to net gains of $1 million in the third quarter of 2024.
+Added: Other (Income) Expense in the third quarter of 2025 was $91 million of expense, compared to $36 million of expense in the third quarter of 2024.
+Added: The change in Other (Income) Expense was primarily due to a pension settlement charge of $68 million ($68 million after-tax and minority), an increase in net foreign currency exchange losses of $6 million and a decrease in interest income of $5 million, partially offset by an increase in royalty and other income of $12 million.
+Added: The third quarter of 2025 included transaction costs of $4 million ($4 million after-tax and minority), primarily related to the anticipated sale of the Chemical Business.
+Added: The third quarter of 2024 included transaction costs of $11 million ($9 million after-tax and minority) related to the sale of the OTR business.
+Added: In the third quarter of 2025, we recorded income tax expense of $1,464 million on a loss before income taxes of $733 million.
+Added: Income tax expense for the three months ended September 30, 2025 included net discrete tax expense of $1,450 million ($1,450 million after minority interest), primarily related to the establishment of a full valuation allowance on our net deferred tax assets in the U.S.
+Added: In the third quarter of 2024, we recorded income tax expense of $9 million on a loss before income taxes of $27 million.
+Added: Income tax expense for the three months ended September 30, 2024 includes net discrete tax expense of $7 million ($7 million after minority interest).
We record taxes based on overall estimated annual effective tax rates.
The difference between our effective tax rate and the U.S.
−Removed: statutory rate of 21% for the three months ended June 30, 2025 is favorably impacted by gains recognized as a result of the sale of 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.
+Added: statutory rate of 21% for the three months ended September 30, 2025 was mainly impacted by the establishment of a full valuation allowance on our net deferred tax assets of $1.4 billion in the U.S.
The difference between our effective tax rate and the U.S.
−Removed: statutory rate of 21% for the three months ended June 30, 2024 primarily relates to losses in foreign jurisdictions in which no tax benefits are recorded.
−Removed: For further information regarding income taxes and the realizability of our deferred tax assets, including our foreign tax credits, refer to Note to the Consolidated Financial Statements No.
+Added: statutory rate of 21% for the three months ended September 30, 2024 primarily related to losses in foreign jurisdictions in which no tax benefits were recorded.
+Added: For further information regarding income taxes and the realizability of our deferred tax assets, refer to Note to the Consolidated Financial Statements No.
6, Income Taxes.
−Removed: There was $27 million of minority shareholders’ net income in the second quarter of 2025, primarily related to the sale of property in Asia Pacific, compared to a $6 million loss in the second quarter of 2024.
−Removed: Six Months Ended June 30, 2025 and 2024
−Removed: Net sales in the first six months of 2025 were $8,718 million, decreasing $389 million, or 4.3%, from $9,107 million in the first six months of 2024.
−Removed: Goodyear net income was $369 million, or $1.27 per share, in the first six months of 2025, compared to Goodyear net income of $10 million, or $0.04 per share, in the first six months of 2024.
−Removed: Net sales decreased in the first six months of 2025 primarily due to lower tire volume of $313 million, the impact of the sale of the OTR tire business of $255 million, excluding product supply agreement revenue of $137 million, the negative impact of changes in foreign exchange rates globally of $149 million, and the impact of the sale of the Dunlop brand of $38 million.
−Removed: These decreases were partially offset by favorable price and product mix of $146 million, higher sales in other tire-related businesses of $54 million, primarily due to growth in Fleet Solutions in EMEA and higher retread sales in EMEA and Americas, and benefits from the Goodyear Forward plan of $29 million.
−Removed: Worldwide tire unit sales in the first six months of 2025 were 76.4 million units, decreasing 4.1 million units, or 5.0%, from 80.5 million units in the first six months of 2024.
+Added: There was $2 million of minority shareholders’ net loss in the third quarter of 2025, compared to $1 million of net income in the third quarter of 2024.
+Added: Nine Months Ended September 30, 2025 and 2024
+Added: Net sales in the first nine months of 2025 were $13,363 million, decreasing $568 million, or 4.1%, from $13,931 million in the first nine months of 2024.
+Added: Goodyear net loss was $1,826 million, or $6.35 per share, in the first nine months of 2025, compared to Goodyear net loss of $27 million, or $0.09 per share, in the first nine months of 2024.
+Added: Net sales decreased in the first nine months of 2025 primarily due to lower tire volume of $540 million, the impact of the sale of the OTR tire business of $395 million, excluding product supply agreement revenue of $202 million, the negative impact of changes in foreign exchange rates of $88 million, primarily in Americas and Asia Pacific, and the impact of the sale of the Dunlop brand of $46 million.
+Added: These decreases were partially offset by favorable price and product mix of $207 million, higher sales in other tire-related businesses of $49 million, primarily due to growth in Fleet Solutions in EMEA and higher aviation sales in Americas, and benefits from the Goodyear Forward plan of $45 million.
+Added: Worldwide tire unit sales in the first nine months of 2025 were 116.4 million units, decreasing 6.6 million units, or 5.4%, from 123.0 million units in the first nine months of 2024.
Replacement tire volume decreased globally by 6.2 million units, or 7.0%.
OE tire volume decreased by 0.4 million units, or 1.2%, driven by Asia Pacific.
−Removed: CGS in the first six months of 2025 was $7,218 million, decreasing $131 million, or 1.8%, from $7,349 million in the first six months of 2024.
−Removed: CGS decreased primarily due to savings related to the Goodyear Forward plan of $299 million, lower tire volume of $243 million, foreign currency translation of $114 million, benefits related to divestitures, primarily the sale of the OTR tire business, of $98 million, and lower global product mix of $13 million.
−Removed: These decreases were partially offset by higher raw material costs of $351 million, higher conversion costs of $105 million, other cost of $63 million, primarily due to higher transportation costs in 2025 and a benefit received in 2024 related to a reduction in U.S.
−Removed: duty rates on various commercial tires from China, higher costs in other tire-related businesses of $51 million, primarily related Fleet Solutions and retread in EMEA, and an increase in accelerated depreciation and asset write-offs of $7 million, primarily related to the closures of Fulda and Fürstenwalde and the elimination of commercial tire production at Danville.
−Removed: CGS in the first six months of 2024 included a net benefit from insurance recoveries related to the Debica fire of $29 million ($19 million after-tax and minority), a benefit of $20 million ($15 million after-tax and minority) from insurance proceeds for property damages and business interruptions resulting from storm damage events in prior years, a favorable $8 million ($6 million after-tax and minority) tax item in Brazil and a $3 million ($3 million after-tax and minority) charge related to a flood in South Africa.
−Removed: CGS in the first six months of 2025 and 2024 included pension expense of $6 million and $7 million, respectively.
−Removed: CGS in the first six months of 2025 included $8 million of incremental savings from rationalization plans.
−Removed: CGS was 82.8% of sales in the first six months of 2025, compared to 80.7% in the first six months of 2024.
−Removed: SAG in the first six months of 2025 was $1,342 million, decreasing $85 million, or 6.0%, from $1,427 million in the first six months of 2024.
−Removed: SAG decreased primarily due to savings related to the Goodyear Forward plan of $67 million and benefits related to divestitures, primarily the sale of the OTR tire business, of $30 million.
−Removed: These decreases were partially offset by an increase in other costs of $81 million, primarily related to inflation and non-recurring insurance.
−Removed: SAG in the first six months of 2025 also included costs related to the Goodyear Forward plan of $5 million ($4 million after-tax and minority) compared to $67 million ($51 million after-tax and minority) in the first six months of 2024, primarily related to third-party advisory, legal and consulting fees and costs associated with planned asset sales.
−Removed: SAG in the first six months of 2025 and 2024 included pension expense of $5 million and $6 million, respectively.
−Removed: SAG in the first six months of 2025 included $19 million of incremental savings from rationalization plans.
−Removed: SAG was 15.4% of sales in the first six months of 2025, compared to 15.7% in the first six months of 2024.
−Removed: We recorded net rationalization charges of $140 million ($119 million after-tax and minority) in the first six months of 2025 and $41 million ($31 million after-tax and minority) in the first six months of 2024.
−Removed: Net rationalization charges in the first six months of 2025 primarily related to the proposed plan to close our manufacturing facility in Kariega, South Africa in EMEA, the elimination of commercial tire production at Danville, the closures of Fulda and Fürstenwalde, and the plan to reduce SAG headcount in Americas and Corporate.
−Removed: Net rationalization charges in the first six months of 2024 primarily related to the closure of our tire manufacturing facility in Malaysia, the plan to open a new shared services center in Costa Rica, and the closures of Fulda, Fürstenwalde and Melksham, partially offset by reversals related to our rationalization and workforce reorganization plan in EMEA due to voluntary attrition.
+Added: CGS in the first nine months of 2025 was $11,019 million, decreasing $212 million, or 1.9%, from $11,231 million in the first nine months of 2024.
+Added: CGS decreased primarily due to savings related to the Goodyear Forward plan of $431 million, lower tire volume of $420 million, benefits related to divestitures, primarily the sale of the OTR tire business, of $154 million, and lower global product mix of $52 million.
+Added: These decreases were partially offset by higher raw material costs of $433 million, higher conversion costs of $215 million, higher costs in other tire-related businesses of $51 million, primarily related Fleet Solutions in EMEA, an increase in asset write-offs, accelerated depreciation and accelerated lease charges of $38 million, primarily related to the closures of Fulda and Fürstenwalde, the elimination of commercial tire production at Danville and the closure of Kariega, and a benefit received in 2024 related to a reduction in U.S.
+Added: duty rates on various commercial tires from China of $14 million.
+Added: CGS in the first nine months of 2024 included a benefit of $39 million ($30 million after-tax and minority) from insurance proceeds for property damages and business interruptions resulting from storm damage events in prior years, a net benefit from insurance recoveries related to the Debica fire of $30 million ($17 million after-tax and minority), a favorable $8
+Added: million ($6 million after-tax and minority) tax item in Brazil and a $3 million ($3 million after-tax and minority) charge related to a flood in South Africa.
+Added: CGS in the first nine months of 2025 and 2024 included pension expense of $9 million and $11 million, respectively.
+Added: CGS in the first nine months of 2025 included $19 million of incremental savings from rationalization plans.
+Added: CGS was 82.5% of sales in the first nine months of 2025, compared to 80.6% in the first nine months of 2024.
+Added: SAG in the first nine months of 2025 was $2,018 million, decreasing $72 million, or 3.4%, from $2,090 million in the first nine months of 2024.
+Added: SAG decreased primarily due to savings related to the Goodyear Forward plan of $103 million, benefits related to divestitures, primarily the sale of the OTR tire business, of $38 million, a decrease in asset write-offs, accelerated depreciation and accelerated lease charges of $16 million and foreign currency translation of $8 million.
+Added: These decreases were partially offset by an increase of $73 million related to inflation and wages and benefits, an increase in other costs of $65 million including claims reserves and increased advertising costs of $29 million.
+Added: SAG in the first nine months of 2025 also included costs related to the Goodyear Forward plan of $9 million ($9 million after-tax and minority) compared to $81 million ($61 million after-tax and minority) in the first nine months of 2024, primarily related to third-party advisory, legal and consulting fees and costs associated with planned asset sales.
+Added: SAG in the first nine months of 2025 and 2024 included pension expense of $7 million and $9 million, respectively.
+Added: SAG in the first nine months of 2025 included $25 million of incremental savings from rationalization plans.
+Added: SAG was 15.1% of sales in the first nine months of 2025, compared to 15.0% in the first nine months of 2024.
+Added: We recorded a goodwill impairment charge of $674 million ($674 million after-tax and minority) in the first nine months of 2025 related to our North America reporting unit.
+Added: We recorded an intangible asset impairment charge of $125 million ($94 million after-tax and minority) in the first nine months of 2024 primarily related to our lower tier indefinite-lived intangible assets related to the acquisition of Cooper Tire.
+Added: We recorded net rationalization charges of $161 million ($140 million after-tax and minority) in the first nine months of 2025 and $52 million ($40 million after-tax and minority) in the first nine months of 2024.
+Added: Net rationalization charges in the first nine months of 2025 primarily related to the plan to close Kariega, the elimination of commercial tire production at Danville, the closures of Fulda and Fürstenwalde, and the plan to reduce SAG headcount in Americas and Corporate.
+Added: Net rationalization charges in the first nine months of 2024 primarily related to the closures of our Malaysia, Melksham, Fulda and Fürstenwalde tire manufacturing facilities, as well as the closure of a development center and warehouse in the U.S., and the plan to open a new shared services center in Costa Rica, partially offset by reversals related to our rationalization and workforce reorganization plan in EMEA due to voluntary attrition.
For further information, refer to Note to the Consolidated Financial Statements No.
4, Costs Associated with Rationalization Programs.
−Removed: CGS and SAG in the first six months of 2025 included $87 million ($77 million after-tax and minority) of asset write-offs, accelerated depreciation and accelerated lease charges, primarily related to the closures of Fulda and Fürstenwalde and the elimination of commercial tire production at Danville.
−Removed: CGS and SAG in the first six months of 2024 included $94 million ($76 million after-tax and minority) of asset write offs, accelerated depreciation and accelerated lease charges, primarily related to plant closures in Asia Pacific and EMEA, closure of a development center in the U.S.
+Added: CGS and SAG in the first nine months of 2025 included $142 million ($131 million after-tax and minority) of asset write-offs, accelerated depreciation and accelerated lease charges, primarily related to the closures of Fulda and Fürstenwalde, the elimination of commercial tire production at Danville and the closure of Kariega.
+Added: CGS and SAG in the first nine months of 2024 included $119 million ($101 million after-tax and minority) of asset write offs, accelerated depreciation and accelerated lease charges, primarily related to plant closures in Asia Pacific and EMEA, closure of a development center in the U.S.
and the exit of our retail operations in Australia and New Zealand.
−Removed: Interest expense in the first six months of 2025 was $227 million, decreasing $29 million, or 11.3%, from $256 million in the first six months of 2024.
−Removed: The average interest rate was 5.73% in the first six months of 2025 compared to 6.28% in the first six months of 2024.
−Removed: The average debt balance was $7,923 million in the first six months of 2025 compared to $8,158 million in the first six months of 2024.
−Removed: The first six months of 2025 include net gains on asset sales of $701 million ($630 million after-tax and minority), primarily due to an estimated gain of $385 million ($367 million after-tax and minority) on the sale of the Dunlop brand, an estimated gain of $260 million on the sale of the OTR tire business ($236 million after-tax and minority), and other asset sales of $56 million ($27 million after-tax and minority), compared to net gains of $94 million ($66 million after-tax and minority) in the first six months of 2024, primarily due to the sale of distribution centers in EMEA and Americas.
−Removed: Other (Income) Expense in the first six months of 2025 was $56 million of expense, compared to $59 million of expense in the first six months of 2024.
−Removed: The change in Other (Income) Expense was primarily due to a pension settlement charge of $4 million ($3 million after-tax and minority) in the first six months of 2025 compared to a pension settlement credit of $5 million ($4 million after-tax and minority) in the first six months of 2024, a decrease in interest income of $9 million, and an increase in net foreign currency exchange losses of $2 million, partially offset by an increase in royalty and other income of $15 million.
−Removed: The first six months of 2025 include transaction costs of $6 million ($4 million after-tax and minority), primarily related to the anticipated sale of the Chemical Business.
−Removed: The first six months of 2024 included an $8 million ($6 million after-tax and minority) loss related to the sale of receivables in Argentina and a favorable $2 million ($1 million after-tax and minority) tax item in Brazil.
−Removed: For the first six months of 2025, we recorded income tax expense of $37 million on income before income taxes of $436 million.
−Removed: Income tax expense for the six months ended June 30, 2025 includes a net discrete tax benefit of $5 million ($5 million after minority interest).
−Removed: In the first six months of 2024, we recorded income tax expense of $66 million on income before income taxes of $69 million.
−Removed: Income tax expense for the six months ended June 30, 2024 includes a net discrete tax benefit of $1 million ($1 million after minority interest).
+Added: Interest expense in the first nine months of 2025 was $341 million, decreasing $50 million, or 12.8%, from $391 million in the first nine months of 2024.
+Added: The average interest rate was 5.73% in the first nine months of 2025 compared to 6.24% in the first nine months of 2024.
+Added: The average debt balance was $7,930 million in the first nine months of 2025 compared to $8,355 million in the first nine months of 2024.
+Added: The first nine months of 2025 include net gains on asset sales of $700 million ($628 million after-tax and minority), primarily due to an estimated gain of $385 million ($367 million after-tax and minority) on the sale of the Dunlop brand, an estimated gain of $255 million on the sale of the OTR tire business ($231 million after-tax and minority), and other asset sales of $60 million ($30 million after-tax and minority), compared to net gains on asset and other sales of $87 million ($61 million after-tax and minority) in the first nine months of 2024, primarily due to the sale of distribution centers in EMEA and Americas.
+Added: Other (Income) Expense in the first nine months of 2025 was $147 million of expense, compared to $95 million of expense in the first nine months of 2024.
+Added: The change in Other (Income) Expense was primarily due to pension settlement charges of $72 million ($71 million after-tax and minority) in the first nine months of 2025 compared to a pension settlement credit of $5 million ($4 million after-tax and minority) in the first nine months of 2024, partially offset by an increase in royalty and other income of $27 million.
+Added: The first nine months of 2025 included transaction costs of $10 million ($7 million after-tax and minority), primarily related to the sale of the Chemical Business, compared to transaction costs of $11 million ($9 million after-tax and minority) related to the sale of the OTR business in the first nine months of 2024.
+Added: The first nine months of 2024 included a favorable $2 million ($1 million after-tax and minority) tax item in Brazil.
+Added: For the first nine months of 2025, we recorded income tax expense of $1,501 million on a loss before income taxes of $297 million.
+Added: Income tax expense for the nine months ended September 30, 2025 included net discrete tax expense of $1,446 million
+Added: ($1,446 million after minority interest).
+Added: Discrete tax expense was primarily related to the establishment of a full valuation allowance on our net deferred tax assets in the U.S.
+Added: In the first nine months of 2024, we recorded income tax expense of $75 million on income before income taxes of $42 million.
+Added: Income tax expense for the nine months ended September 30, 2024 included net discrete tax expense of $6 million ($6 million after minority interest).
We record taxes based on overall estimated annual effective tax rates.
The difference between our effective tax rate and the U.S.
−Removed: statutory rate of 21% for the 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
−Removed: intangible assets, in foreign 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.
+Added: statutory rate of 21% for the nine months ended September 30, 2025 was mainly impacted by the establishment of a full valuation allowance on our net deferred tax assets of $1.4 billion in the U.S.
The difference between our effective tax rate and the U.S.
−Removed: statutory rate of 21% for the 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.
−Removed: On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.S.
+Added: statutory rate of 21% for the nine months ended September 30, 2024 primarily related to losses in foreign jurisdictions in which no tax benefits were recorded and the discrete items noted above.
+Added: 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.
+Added: 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.
+Added: operating results and future forecasted U.S.
+Added: earnings have declined.
+Added: In addition, the One Big Beautiful Bill Act ("OBBBA") was enacted in the third quarter, which reinstates the business interest expense limitation.
+Added: 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.
+Added: We concluded that as of September 30, 2025, it is more likely than not that our U.S.
+Added: 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.
+Added: We intend to maintain a valuation allowance until sufficient positive evidence exists to support realization of these deferred tax assets.
+Added: At September 30, 2025 and December 31, 2024, we had approximately $1.4 billion and $1.3 billion, respectively, of U.S.
+Added: federal, state and local net deferred tax assets, and related valuation allowances totaling $1.4 billion and $26 million, respectively.
+Added: As of September 30, 2025, approximately $1.2 billion of these U.S.
+Added: net deferred tax assets had unlimited lives and approximately $200 million had limited lives, and the majority do not start to expire until 2030.
+Added: As of December 31, 2024, approximately $1.1 billion of these U.S.
+Added: net deferred tax assets had unlimited lives and approximately $200 million had limited lives, and the majority do not start to expire until 2030.
+Added: 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.
+Added: 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.
+Added: Most notably, in Luxembourg, we maintain a valuation allowance of approximately $1.1 billion on all of our net deferred tax assets.
+Added: Each reporting period, we assess available positive and negative evidence and estimate if sufficient future taxable income will be generated to utilize these existing deferred tax assets.
+Added: 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.
+Added: On July 4, 2025, OBBBA was enacted in the U.S.
The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of tax treatment for certain business provisions.
6 unchanged sentences
However, we are continuing to evaluate the Pillar Two model rules and related legislation and their potential impact on future periods.
−Removed: At June 30, 2025 and December 31, 2024, we had approximately $1.4 billion and $1.3 billion, respectively, of U.S.
−Removed: 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.
−Removed: As of June 30, 2025, approximately $1.2 billion of these U.S.
−Removed: net deferred tax assets had unlimited lives and approximately $200 million had limited lives, and the majority do not start to expire until 2030.
−Removed: As of December 31, 2024, approximately $1.1 billion of these U.S.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Our tax planning strategies include accelerating income on cross border transactions, including sales of inventory or raw materials to our subsidiaries, reducing U.S.
−Removed: interest expense by, for example, repaying U.S.
−Removed: 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.
−Removed: 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.
−Removed: net deferred tax assets will be fully utilized.
−Removed: 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.
−Removed: operating results for the quarter ended June 30, 2025 declined relative to prior periods.
−Removed: operating results continue to decline in the future, we may need to record a valuation allowance which could adversely impact our operating results.
−Removed: As such, we will closely monitor our U.S.
−Removed: operations and any tax law changes to assess the realizability of our U.S.
−Removed: deferred tax assets.
−Removed: 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.
−Removed: 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.
−Removed: Most notably, in Luxembourg, we maintain a valuation allowance of approximately $1.0 billion on all of our net deferred tax assets.
−Removed: Each reporting period, we assess available positive and negative evidence and estimate if sufficient future taxable income will be generated to utilize these existing deferred tax assets.
−Removed: 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.
−Removed: For further information regarding income taxes and the realizability of our deferred tax assets, including our foreign tax credits, refer to Note to the Consolidated Financial Statements No.
+Added: For further information regarding income taxes and the realizability of our deferred tax assets, refer to Note to the Consolidated Financial Statements No.
6, Income Taxes.
−Removed: Minority shareholders’ net income in the first six months of 2025 was $30 million, primarily related to the sale of property in Asia Pacific, compared to a net loss of $7 million in the first six months of 2024.
+Added: Minority shareholders’ net income in the first nine months of 2025 was $28 million, primarily related to the sale of property in Asia Pacific, compared to a net loss of $6 million in the first nine months of 2024.
SEGMENT INFORMATION
7 unchanged sentences
Segment operating income does not include net rationalization charges, asset sales, goodwill and other impairment charges, and certain other items.
−Removed: Total segment operating income for the second quarter of 2025 was $159 million, a decrease of $175 million, or 52.4%, from $334 million in the second quarter of 2024.
−Removed: Total segment operating margin in the second quarter of 2025 was 3.6%, compared to 7.3% in the second quarter of 2024.
−Removed: Total segment operating income for the first six months of 2025 was $354 million, a decrease of $220 million, or 38.3%, from $574 million in the first six months of 2024.
−Removed: Total segment operating margin in the first six months of 2025 was 4.1%, compared to 6.3% in the first six months of 2024.
+Added: Total segment operating income for the third quarter of 2025 was $287 million, a decrease of $59 million, or 17.1%, from $346 million in the third quarter of 2024.
+Added: Total segment operating margin in the third quarter of 2025 was 6.2%, compared to 7.2% in the third quarter of 2024.
+Added: Total segment operating income for the first nine months of 2025 was $641 million, a decrease of $279 million, or 30.3%, from $920 million in the first nine months of 2024.
+Added: Total segment operating margin in the first nine months of 2025 was 4.8%, compared to 6.6% in the first nine months of 2024.
Management believes that total segment operating income is useful because it represents the aggregate value of income created by our SBUs and excludes items not directly related to the SBUs for performance evaluation purposes.
2 unchanged sentences
8, Business Segments, for further information and for a reconciliation of total segment operating income to Income (Loss) before Income Taxes.
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
(In millions) 2025 2024 Change Percent
4 unchanged sentences
Operating Margin 7.5 % 8.8 % 6.4 % 8.2%
−Removed: Three Months Ended June 30, 2025 and 2024
−Removed: Americas unit sales in the second quarter of 2025 decreased 0.5 million units, or 2.6%, to 19.1 million units.
−Removed: Replacement tire volume decreased 0.3 million units, or 2.0%, primarily in our consumer business.
−Removed: OE tire volume decreased 0.2 million units, or 5.0%, primarily due to weakness in the OE industry in North America.
−Removed: Net sales in the second quarter of 2025 were $2,662 million, decreasing $35 million, or 1.3%, from $2,697 million in the second quarter of 2024.
−Removed: The decrease in net sales was primarily due to lower tire volume of $55 million, the impact of the sale of the OTR tire business of $45 million, excluding product supply agreement revenue of $42 million, and the negative impact of changes in foreign exchange rates of $34 million, primarily related to the weakening of the Brazilian real and Mexican peso.
−Removed: These decreases were partially offset by favorable price and product mix of $33 million, a $16 million benefit related to the Goodyear Forward plan, and increased sales in other tire-related businesses of $8 million, primarily due to increased retail sales.
−Removed: Operating income in the second quarter of 2025 was $141 million, decreasing $100 million, or 41.5%, from $241 million in the second quarter of 2024.
−Removed: The decrease in operating income was due to higher raw material costs of $108 million, higher conversion costs of $82 million, driven by the effect of lower tire production on fixed cost absorption and inflation, higher SAG of $45 million, higher transportation and imported tire costs of $21 million, a $20 million benefit received in 2024 related to insurance proceeds for property damage and business interruptions resulting from storm damage events in prior years and lower tire volume of $13 million.
+Added: Three Months Ended September 30, 2025 and 2024
+Added: Americas unit sales in the third quarter of 2025 decreased 1.4 million units, or 6.5%, to 19.6 million units.
+Added: Replacement tire volume decreased 1.4 million units, or 8.1%, primarily due to a decrease in our consumer business, driven by increased competitiveness in the U.S.
+Added: from the lower tier market and short-term impacts resulting from changes in our distribution strategy.
+Added: OE tire volume remained flat.
+Added: Net sales in the third quarter of 2025 were $2,737 million, decreasing $121 million, or 4.2%, from $2,858 million in the third quarter of 2024.
+Added: The decrease in net sales was primarily due to lower tire volume of $151 million, the impact of the sale of the OTR tire business of $37 million, excluding product supply agreement revenue of $34 million, and decreased sales in other tire-related businesses of $10 million, primarily due to decreased third-party chemical sales.
+Added: These decreases were partially offset by favorable price and product mix of $25 million and a $16 million benefit related to the Goodyear Forward plan.
+Added: Operating income in the third quarter of 2025 was $206 million, decreasing $45 million, or 17.9%, from $251 million in the third quarter of 2024.
+Added: The decrease in operating income was due to higher conversion costs of $84 million, driven by the effect of lower tire production on fixed cost absorption and inflation, higher raw material costs of $52 million, higher SAG of $37 million, lower tire volume of $32 million, a $20 million benefit received in 2024 related to insurance proceeds for property damage and business interruptions resulting from storm damage in prior years, and higher transportation and imported tire costs of $15 million.
These decreases were partially offset by a $140 million benefit related to the Goodyear Forward plan and favorable price and product mix of $51 million.
−Removed: Operating income for the second quarter of 2025 includes incremental savings from rationalization plans of $7 million.
−Removed: Operating income in the second quarter of 2025 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $14 million and net rationalization charges of $10 million.
−Removed: Operating income in the second quarter of 2024 excluded net gains on asset sales of $14 million, net rationalization charges of $11 million, and asset write-offs, accelerated depreciation and accelerated lease costs of $2 million.
−Removed: Six Months Ended June 30, 2025 and 2024
−Removed: Americas unit sales in the first six months of 2025 decreased 1.1 million units, or 2.9%, to 37.5 million units.
+Added: Operating income for the third quarter of 2025 includes incremental savings from rationalization plans of $6 million.
+Added: Operating income in the third quarter of 2025 excluded a non-cash goodwill impairment charge of $674 million, asset write-offs, accelerated depreciation and accelerated lease costs of $20 million, net rationalization charges of $4 million and net gains on asset sales of $3 million.
+Added: Operating income in the third quarter of 2024 excluded a non-cash intangible asset impairment charge of $125 million, net rationalization charges of $5 million and asset write-offs, accelerated depreciation and accelerated lease costs of $1 million.
+Added: Nine Months Ended September 30, 2025 and 2024
+Added: Americas unit sales in the first nine months of 2025 decreased 2.5 million units, or 4.1%, to 57.1 million units.
Replacement tire volume decreased 2.2 million units, or 4.5%, primarily due to a decrease in our consumer business, driven by increased competitiveness in the U.S.
1 unchanged sentence
OE tire volume decreased 0.3 million units, or 2.5%, primarily due to weakness in the OE industry in North America.
−Removed: Net sales in the first six months of 2025 were $5,164 million, decreasing $121 million, or 2.3%, from $5,285 million in the first six months of 2024.
−Removed: The decrease in net sales was primarily due to lower tire volume of $120 million, the negative impact of changes in foreign exchange rates of $94 million, primarily related to the weakening of the Brazilian real and Mexican peso, and the impact of the sale of the OTR tire business of $77 million, excluding product supply agreement revenue of $74 million.
−Removed: These decreases were partially offset by increased sales in other tire-related businesses of $38 million, primarily due to increased third-party chemical and retail sales, a $29 million benefit related to the Goodyear Forward plan, and favorable price and product mix of $29 million.
−Removed: Operating income in the first six months of 2025 was $296 million, decreasing $124 million, or 29.5%, from $420 million in the first six months of 2024.
−Removed: The decrease in operating income was due to higher raw material costs of $214 million, higher conversion costs of $90 million, driven by the effect of lower tire production on fixed cost absorption and inflation, higher SAG of $64 million, higher transportation and imported tire costs of $37 million, lower tire volume of $28 million, a $20 million benefit received in 2024 related to insurance proceeds for property damage and business interruptions resulting from storm damage events in prior years, a $14 million benefit received in 2024 related to a reduction in U.S.
−Removed: duty rates on various commercial tires from China, and the negative impact of changes in foreign exchange rates of $12 million, primarily related to the weakening of the Brazilian real and Mexican peso.
−Removed: These decreases were partially offset by a $287 million benefit related to the Goodyear Forward plan, favorable price and product mix of $51 million, and increased earnings in other tire-related businesses of $18 million, primarily due to higher retail earnings.
−Removed: Operating income for 2025 includes incremental savings from rationalization plans of $15 million.
−Removed: Operating income in the first six months of 2025 excluded net rationalization charges of $72 million, asset write-offs, accelerated depreciation and accelerated lease costs of $42 million, and net gains on asset sales of $1 million.
−Removed: Operating income in the first six months of 2024 excluded net rationalization charges of $15 million, net gains on asset sales of $14 million, and asset write-offs, accelerated depreciation and accelerated lease costs of $10 million.
+Added: Net sales in the first nine months of 2025 were $7,901 million, decreasing $242 million, or 3.0%, from $8,143 million in the first nine months of 2024.
+Added: The decrease in net sales was primarily due to lower tire volume of $271 million, the impact of the sale of the OTR tire business of $114 million, excluding product supply agreement revenue of $111 million, and the negative impact of changes in foreign exchange rates of $90 million, primarily related to the weakening of the Brazilian real and Mexican peso.
+Added: These decreases were partially offset by favorable price and product mix of $54 million and a $45 million benefit related to the Goodyear Forward plan.
+Added: Operating income in the first nine months of 2025 was $502 million, decreasing $169 million, or 25.2%, from $671 million in the first nine months of 2024.
+Added: The decrease in operating income was due to higher raw material costs of $266 million, higher conversion costs of $174 million, driven by the effect of lower tire production on fixed cost absorption and inflation, higher SAG of $101 million, lower tire volume of $60 million, higher transportation and imported tire costs of $52 million, and a $39 million benefit received in 2024 related to insurance proceeds for property damage and business interruptions resulting from storm damage events in prior years.
+Added: These decreases were partially offset by a $427 million benefit related to the Goodyear Forward plan and favorable price and product mix of $102 million.
+Added: Operating income for 2025 included incremental savings from rationalization plans of $20 million.
+Added: Operating income in the first nine months of 2025 excluded a non-cash goodwill impairment charge of $674 million, net rationalization charges of $76 million, asset write-offs, accelerated depreciation and accelerated lease costs of $62 million, and net gains on asset sales of $4 million.
+Added: Operating income in the first nine months of 2024 excluded a non-cash intangible asset impairment charge of $125 million, net rationalization charges of $20 million, net gains on asset sales of $14 million, and asset write-offs, accelerated depreciation and accelerated lease costs of $11 million.
Europe, Middle East and Africa
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
(In millions) 2025 2024 Change Percent
2 unchanged sentences
Net Sales $ 1,407 $ 1,348 $ 59 4.4 % $ 4,028 $ 3,974 $ 54 1.4 %
−Removed: Operating Income (Loss) (25) 30 (55) (183.3) % (30) 31 (61) (196.8) %
+Added: Operating Income 30 23 7 30.4 % — 54 (54) (100.0) %
Operating Margin 2.1 % 1.7% — % 1.4 %
−Removed: Three Months Ended June 30, 2025 and 2024
−Removed: EMEA unit sales in the second quarter of 2025 decreased 0.3 million units, or 2.0%, to 11.3 million units.
+Added: Three Months Ended September 30, 2025 and 2024
+Added: EMEA unit sales in the third quarter of 2025 decreased 0.2 million units, or 2.4%, to 12.0 million units.
Replacement tire volume decreased 0.8 million units, or 8.6%, mainly driven by our consumer business, reflecting market softness and increased competition from the lower tier market.
OE tire volume increased 0.6 million units, or 18.7%, primarily in our consumer business, reflecting share gains driven by new fitments.
−Removed: Net sales in the second quarter of 2025 were $1,344 million, increasing $65 million, or 5.1%, from $1,279 million in the second quarter of 2024.
−Removed: The increase in net sales was primarily driven by improvements in price and product mix of $42 million, higher sales in other tire-related businesses of $35 million, primarily due to growth in Fleet Solutions, and the positive impact of changes in foreign exchange rates of $25 million, driven by a stronger euro and British pound, partially offset by a weaker Turkish lira.
−Removed: These increases were partially offset by lower tire volume of $23 million and the impact of the sale of the OTR tire business of $54 million, excluding product supply agreement revenue of $40 million.
−Removed: Operating loss in the second quarter of 2025 was $25 million, decreasing $55 million, or 183.3%, from operating income of $30 million in the second quarter of 2024.
−Removed: The change in operating income (loss) was primarily due to higher raw material costs of $48 million, a net benefit from insurance recoveries last year related to the Debica fire of $43 million, higher SAG of $9 million, higher conversion costs of $6 million, primarily driven by inflation, lower earnings in other tire-related businesses of $6 million, primarily due to motorcycle, and lower tire volume of $5 million.
−Removed: These decreases were partially offset by favorable price and product mix of $35 million and benefits related to the Goodyear Forward plan of $29 million.
−Removed: Operating loss for second quarter of 2025 includes incremental savings from rationalization plans of $8 million.
−Removed: Operating loss in the second quarter of 2025 excluded net rationalization charges of $43 million, asset write-offs, accelerated depreciation and accelerated lease costs of $26 million and a $1 million net loss on asset sales.
−Removed: Operating income in the second quarter of 2024 excluded an $82 million net gain on asset sales, asset write-offs, accelerated depreciation and accelerated lease costs of $17 million, and net rationalization charges of $3 million.
−Removed: Six Months Ended June 30, 2025 and 2024
−Removed: EMEA unit sales in the first six months of 2025 decreased 0.5 million units, or 2.0%, to 23.6 million units.
+Added: Net sales in the third quarter of 2025 were $1,407 million, increasing $59 million, or 4.4%, from $1,348 million in the third quarter of 2024.
+Added: The increase in net sales was primarily driven by the positive impact of changes in foreign exchange rates of $57 million, driven by a stronger euro, Polish zloty and British pound, partially offset by a weaker Turkish lira, improvements in price and product mix of $36 million, and higher sales in other tire-related businesses of $14 million, primarily due to growth in Fleet Solutions.
+Added: These increases were partially offset by the impact of the sale of the OTR tire business of $51 million, excluding product supply agreement revenue of $30 million, and lower tire volume of $27 million.
+Added: Operating income in the third quarter of 2025 was $30 million, increasing $7 million, or 30.4%, from operating income of $23 million in the third quarter of 2024.
+Added: The increase in operating income was primarily driven by favorable price and product mix of $46 million and benefits related to the Goodyear Forward plan of $25 million.
+Added: These increases were partially offset by higher raw material costs of $24 million, higher conversion costs of $16 million, higher SAG of $11 million, lower volume of $6 million, lower earnings in other tire-related business of $4 million and decreased earnings of $4 million due to the sale of the OTR tire business.
+Added: Operating income for third quarter of 2025 included incremental savings from rationalization plans of $12 million.
+Added: Operating income in the third quarter of 2025 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $33 million and net rationalization charges of $16 million.
+Added: Operating income in the third quarter of 2024 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $17 million and net rationalization reversals of $2 million.
+Added: Nine Months Ended September 30, 2025 and 2024
+Added: EMEA unit sales in the first nine months of 2025 decreased 0.7 million units, or 2.1%, to 35.6 million units.
Replacement tire volume decreased 1.7 million units, or 6.6%, mainly driven by our consumer business, reflecting market softness and increased competition from the lower tier market.
OE tire volume increased 1.0 million units, or 10.3%, primarily in our consumer business, reflecting share gains driven by new fitments.
−Removed: Net sales in the first six months of 2025 were $2,621 million, decreasing $5 million, or 0.2%, from $2,626 million in the first six months of 2024.
−Removed: The decrease in net sales was primarily driven by the impact of the sale of the OTR tire business of $90 million, excluding product supply agreement revenue of $63 million, the negative impact of changes in foreign exchange rates of $47 million, driven by a weaker Turkish lira and euro in the first quarter, and lower tire volume of $46 million.
−Removed: These decreases were partially offset by favorable price and product mix of $85 million and higher sales in other-tire-related businesses of $30 million, primarily due to growth in Fleet Solutions.
−Removed: Operating loss in the first six months of 2025 was $30 million, decreasing $61 million, from operating income of $31 million in the first six months of 2024.
−Removed: The change in operating income (loss) was primarily due to higher raw material costs of $98 million, a net benefit from insurance recoveries last year related to the Debica fire of $32 million, higher SAG of $32 million, lower earnings in other-tire-related businesses of $13 million, higher conversion costs of $12 million, higher transportation costs of $8 million, and lower tire volume of $8 million.
−Removed: These decreases were partially offset by a favorable price and product mix of $73 million and benefits related to the Goodyear Forward plan of $72 million.
−Removed: Operating loss for the first six months of 2025 includes incremental savings from rationalization plans of $12 million.
−Removed: Operating loss in the second quarter of 2025 excluded net rationalization charges of $55 million and asset write-offs, accelerated depreciation and accelerated lease costs of $42 million.
−Removed: Operating income in the first six months of 2024 excluded an $80 million net gain on asset sales, asset write-offs, accelerated depreciation and accelerated lease costs of $33 million, and net rationalization charges of $10 million.
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Net sales in the first nine months of 2025 were $4,028 million, increasing $54 million, or 1.4%, from $3,974 million in the first nine months of 2024.
+Added: The increase in net sales was primarily driven by improvements in price and product mix of $121 million, higher sales in the other tire-related businesses of $44 million, primarily due to growth in Fleet Solutions, and the positive impact of changes in foreign exchange rates of $10 million, driven by a stronger euro, British pound and Polish zloty, partially offset by a weaker Turkish lira.
+Added: These increases were partially offset by lower tire volume of $73 million and the impact of the sale of the OTR tire business of $141 million, excluding product supply agreement revenue of $89 million.
+Added: Operating income in the first nine months of 2025 was flat, decreasing $54 million from operating income of $54 million in the first nine months of 2024.
+Added: The change in operating income was primarily due to higher raw material costs of $122 million, a net benefit from insurance recoveries last year related to the Debica fire of $46 million, higher SAG of $43 million, higher conversion costs of $28 million, lower earnings in other tire-related businesses of $17 million, primarily due to mileage contracts, and lower tire volume of $14 million.
+Added: These decreases were partially offset by favorable price and product mix of $119 million and benefits related to the Goodyear Forward plan of $97 million.
+Added: Operating income for the first nine months of 2025 included incremental savings from rationalization plans of $24 million.
+Added: Operating income in the third quarter of 2025 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $75 million and net rationalizations charges of $71 million.
+Added: Operating income in the first nine months of 2024 excluded an $80 million net gain on asset sales, asset write-offs, accelerated depreciation and accelerated lease costs of $50 million, and net rationalization charges of $8 million.
+Added: Three Months Ended September 30, Nine Months Ended September 30,
(In millions) 2025 2024 Change Percent
4 unchanged sentences
Operating Margin 10.2% 11.7% 9.7% 10.7%
−Removed: Three Months Ended June 30, 2025 and 2024
−Removed: Asia Pacific unit sales in the second quarter of 2025 decreased 1.4 million units, or 15.6%, to 7.5 million units.
−Removed: Replacement tire volume decreased 0.9 million units, or 18.2%, driven by actions taken to reduce lower margin business, softness in consumer replacement and weak demand in China.
+Added: Three Months Ended September 30, 2025 and 2024
+Added: Asia Pacific unit sales in the third quarter of 2025 decreased 0.9 million units, or 9.2%, to 8.4 million units.
+Added: Replacement tire volume decreased 0.4 million units, or 9.7%, driven by actions taken to reduce lower margin business and softness in consumer replacement.
OE tire volume decreased 0.5 million units, or 8.8%, primarily in China.
−Removed: Net sales in the second quarter of 2025 were $459 million, decreasing $135 million, or 22.7%, from $594 million in the second quarter of 2024.
−Removed: The decrease in net sales was primarily due to lower tire volume of $79 million, the loss of sales from divestitures, primarily related to the sale of the OTR tire business, of $66 million, and lower sales in other tire-related businesses of $8 million.
−Removed: These decreases were partially offset by favorable price and product mix of $18 million.
−Removed: Operating income in the second quarter of 2025 was $43 million, decreasing $20 million, or 31.7%, from $63 million in the second quarter of 2024.
−Removed: The decrease in operating income was primarily due to decreased earnings of $21 million due to the sales of the OTR tire business and the Dunlop brand, lower tire volume of $19 million, higher raw material costs of $18 million, and higher conversion costs of $2 million.
−Removed: These decreases were partially offset by benefits related to the Goodyear Forward plan of $17 million, favorable price and product mix of $13 million and other savings of $11 million.
−Removed: Operating income in the second quarter of 2025 excluded net gains on asset sales of $55 million and asset write-offs, accelerated depreciation and accelerated lease costs of $1 million.
−Removed: Operating income in the second quarter of 2024 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $24 million and net rationalization charges of $2 million.
−Removed: Six Months Ended June 30, 2025 and 2024
−Removed: Asia Pacific unit sales in the first six months of 2025 decreased 2.5 million units, or 14.0%, to 15.3 million units.
+Added: Net sales in the third quarter of 2025 were $501 million, decreasing $117 million, or 18.9%, from $618 million in the third quarter of 2024.
+Added: The decrease in net sales was primarily related to the sale of the OTR tire business of $52 million, excluding product supply agreement revenue of $1 million, lower tire volume of $49 million, lower sales in other tire-related business of $9 million, and the sale of the Dunlop brand of $8 million.
+Added: Operating income in the third quarter of 2025 was $51 million, decreasing $21 million, or 29.2%, from $72 million in the third quarter of 2024.
+Added: The decrease in operating income was primarily due to decreased earnings of $15 million due to the sale of the OTR tire business, lower tire volume of $12 million, higher conversion costs of $10 million, and higher raw material costs of $5 million.
+Added: These decreases were partially offset by benefits related to the Goodyear Forward plan of $20 million.
+Added: Operating income in the third quarter of 2025 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $2 million.
+Added: Operating income in the third quarter of 2024 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $7 million, net rationalization charges of $1 million, and net gains on asset sales of $1 million.
+Added: Nine Months Ended September 30, 2025 and 2024
+Added: Asia Pacific unit sales in the first nine months of 2025 decreased 3.4 million units, or 12.4%, to 23.7 million units.
Replacement tire volume decreased 2.3 million units, or 16.4%, driven by actions taken to reduce lower margin business and softness in consumer replacement.
OE tire volume decreased 1.1 million units, or 8.2%, primarily in China.
−Removed: Net sales in the first six months of 2025 were $933 million, decreasing $263 million, or 22.0%, from $1,196 million in the first six months of 2024.
−Removed: The decrease in net sales was primarily due to lower tire volume of $147 million, the loss of sales from divestitures, primarily related to the sale of the OTR tire business, of $126 million, and lower sales from other-tire related businesses of $14 million.
+Added: Net sales in the first nine months of 2025 were $1,434 million, decreasing $380 million, or 20.9%, from $1,814 million in the first nine months of 2024.
+Added: The decrease in net sales was primarily due to lower tire volume of $196 million, the sale of the
+Added: OTR tire business of $140 million, excluding product supply agreement revenue of $2 million, and the sale of the Dunlop brand of $46 million.
These decreases were partially offset by favorable price and product mix of $32 million.
−Removed: Operating income in the first six months of 2025 was $88 million, decreasing $35 million, or 28.5%, from $123 million in the first six months of 2024.
−Removed: The decrease in operating income was primarily due to higher raw material costs of $40 million, decreased earnings of $37 million due to the sales of the OTR tire business and the Dunlop brand, and lower tire volume of $34 million.
+Added: Operating income in the first nine months of 2025 was $139 million, decreasing $56 million, or 28.7%, from $195 million in the first nine months of 2024.
+Added: The decrease in operating income was primarily due to decreased earnings of $52 million due to the sale of the OTR tire business, lower tire volume of $46 million, higher raw material costs of $45 million, higher conversion costs of $13 million, and decreased earnings from other tire-related businesses of $4 million.
These decreases were partially offset by benefits related to the Goodyear Forward plan of $56 million, favorable price and product mix of $38 million and other cost savings of $14 million.
−Removed: Operating income in the first six months of 2025 excluded net gains on asset sales of $55 million, asset write-offs, accelerated depreciation and accelerated lease costs of $3 million and net rationalization charges of $1 million.
−Removed: Operating income in the first six months of 2024 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $31 million and net rationalization charges of $13 million.
+Added: Operating income in the first nine months of 2025 excluded net gains on asset sales of $55 million, asset write-offs, accelerated depreciation and accelerated lease costs of $5 million and net rationalization charges of $1 million.
+Added: Operating income in the first nine months of 2024 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $37 million, net rationalization charges of $14 million, and net gains on asset sales of $1 million.
LIQUIDITY AND CAPITAL RESOURCES
1 unchanged sentence
Our cash flows from operating activities are driven primarily by our operating results and changes in our working capital requirements and our cash flows from financing activities are dependent upon our ability to access credit or other capital.
−Removed: At June 30, 2025, we had $785 million in cash and cash equivalents, compared to $810 million at December 31, 2024.
−Removed: For the six months ended June 30, 2025, net cash used for operating activities was $718 million, reflecting cash used for working capital of $1,069 million, rationalization payments of $204 million and pension contributions and direct payments of $53 million, partially offset by deferred income related to divestitures of $376 million, as well as the Company's net income for the period of $399 million, which included non-cash charges for depreciation and amortization of $544 million and a non-cash gain on asset sales of $701 million.
+Added: At both September 30, 2025 and December 31, 2024, we had $810 million in cash and cash equivalents.
+Added: For the nine months ended September 30, 2025, net cash used for operating activities was $716 million, reflecting the Company's cash used for working capital of $1,210 million and the Company's net loss of $1,798 million, which included significant non-cash items of $1,345 million for provision for deferred income taxes, goodwill impairment of $674 million and net gains on asset sales of $700 million.
Net cash provided by investing activities was $663 million, primarily representing proceeds from the sales of the OTR tire business and the Dunlop brand, as well as other asset dispositions, of $1,332 million, partially offset by capital expenditures of $649 million.
−Removed: Net cash used for financing activities was $107 million, primarily due to net debt repayments of $112 million.
−Removed: At June 30, 2025, we had $3,158 million of unused availability under our various credit agreements, compared to $3,555 million at December 31, 2024.
+Added: Net cash provided by financing activities was $92 million, primarily due to net borrowings of $97 million.
+Added: At September 30, 2025, we had $2,547 million of unused availability under our various credit agreements, compared to $3,555 million at December 31, 2024.
The table below presents unused availability under our credit facilities at those dates:
−Removed: (In millions) June 30,
+Added: (In millions) September 30,
2025 December 31,
16 unchanged sentences
and contributions to our funded pension plans to be $25 million to $50 million.
−Removed: We expect working capital to be neither a source nor use of cash in 2025.
−Removed: We are continuing to actively monitor our liquidity and intend to operate our business in a way that allows us to address our cash flow needs with our existing cash and available credit if they cannot be funded by cash generated from operating or other financing activities.
+Added: We expect working capital to be a use of cash of approximately $150 million, reflecting the impact of tariffs in 2025.
+Added: We are continuing to actively monitor our liquidity and intend to operate our business in a way that allows us to address our cash flow needs with our existing cash and available credit if they cannot be funded by cash generated from operating or other
+Added: financing activities.
We believe that our liquidity position is adequate to fund our operating and investing needs and debt maturities for the next twelve months and to provide us with the ability to respond to further changes in the business environment.
4 unchanged sentences
Because of the inherent uncertainty of satisfactorily meeting these requirements or limitations, we do not consider the net assets of our subsidiaries, including our Chinese, South African, Serbian and Argentinian subsidiaries, which are subject to such requirements or limitations to be integral to our liquidity or our ability to service our debt and operational requirements.
−Removed: At June 30, 2025, approximately $888 million of net assets, including approximately $173 million of cash and cash equivalents, were subject to such requirements.
+Added: At September 30, 2025, approximately $761 million of net assets, including approximately $169 million of cash and cash equivalents, were subject to such requirements.
The requirements we must comply with to transfer funds out of China, South Africa, Serbia and Argentina have not adversely impacted our ability to make transfers out of those countries.
Operating Activities
−Removed: Net cash used for operating activities was $718 million in the first six months of 2025, compared to net cash used for operating activities of $518 million in the first six months of 2024.
−Removed: The $200 million increase in net cash used for operating activities was primarily due to an increase in cash used for working capital of $300 million, lower earnings in our SBUs of $220 million and increased rationalization payments of $99 million, partially offset by deferred income related to divestitures of $376 million.
−Removed: The increase in cash used for working capital reflects an increase in cash used for Accounts Receivable of $144 million, Inventory of $115 million and Accounts Payable — Trade of $41 million.
−Removed: These changes were driven by lower sales volume and the timing of accounts receivable collections in the first six months of 2025 compared to the first six months of 2024.
+Added: Net cash used for operating activities was $716 million in the first nine months of 2025, compared to net cash used for operating activities of $591 million in the first nine months of 2024.
+Added: The $125 million increase in net cash used for operating activities was primarily due to a higher use of working capital in the first nine months of 2025 compared to 2024 of $107 million.
+Added: The increase in cash used for working capital reflects an increase in cash used for Inventory of $187 million, partially offset by a decrease in cash used for Accounts Receivable of $53 million and Accounts Payable — Trade of $27 million.
+Added: These changes were driven by lower sales volume and the timing of accounts receivable collections in the first nine months of 2025 compared to the first nine months of 2024.
Investing Activities
−Removed: Net cash provided by investing activities was $837 million in the first six months of 2025, compared to net cash used for investing activities of $488 million in the first six months of 2024.
−Removed: The $1,325 million increase in net cash provided by investing activities was primarily due to net cash provided by the sales of the OTR tire business and the Dunlop brand, as well as other asset dispositions, of $1,328 million in the first six months of 2025, compared to $108 million in the first six months of 2024.
−Removed: Capital expenditures were $466 million in the first six months of 2025, compared to $634 million in the first six months of 2024.
+Added: Net cash provided by investing activities was $663 million in the first nine months of 2025, compared to net cash used for investing activities of $759 million in the first nine months of 2024.
+Added: The $1,422 million increase in net cash provided by investing activities was primarily due to net cash provided by the sales of the OTR tire business and the Dunlop brand, as well as other asset dispositions, of $1,332 million in the first nine months of 2025, compared to $110 million in the first nine months of 2024.
+Added: Capital expenditures were $649 million in the first nine months of 2025, compared to $912 million in the first nine months of 2024.
Financing Activities
−Removed: Net cash used for financing activities was $107 million in the first six months of 2025, compared to net cash provided by financing activities of $896 million in the first six months of 2024.
−Removed: The $1,003 million increase in cash used for financing activities was primarily related to net debt repayments of $112 million in the first six months of 2025, which included the redemption of the remaining $500 million 9.5% senior notes due 2025 and the redemption of $400 million of our 5% senior notes due 2026, compared to net borrowings of $919 million in the first six months of 2024.
+Added: Net cash provided by financing activities was $92 million in the first nine months of 2025, compared to net cash provided by financing activities of $1,315 million in the first nine months of 2024.
+Added: The $1,223 million decrease in cash provided by financing activities was primarily related to net borrowings of $97 million in the first nine months of 2025, compared to net borrowings of $1,366 million in the first nine months of 2024.
Credit Sources
−Removed: In aggregate, we had total credit arrangements of $10,920 million available at June 30, 2025, of which $3,158 million were unused, compared to $11,223 million available at December 31, 2024, of which $3,555 million were unused.
−Removed: At June 30, 2025, we had long term credit arrangements totaling $10,139 million, of which $2,908 million were unused, compared to $10,352 million and $3,263 million, respectively, at December 31, 2024.
−Removed: At June 30, 2025, we had short term committed and uncommitted credit arrangements totaling $781 million, of which $250 million were unused, compared to $871 million and $292 million, respectively, at December 31, 2024.
+Added: In aggregate, we had total credit arrangements of $10,545 million available at September 30, 2025, of which $2,547 million were unused, compared to $11,223 million available at December 31, 2024, of which $3,555 million were unused.
+Added: At September 30, 2025, we had long term credit arrangements totaling $9,706 million, of which $2,319 million were unused, compared to $10,352 million and $3,263 million, respectively, at December 31, 2024.
+Added: At September 30, 2025, we had short term committed and uncommitted credit arrangements totaling $839 million, of which $228 million were unused, compared to $871 million and $292 million, respectively, at December 31, 2024.
The continued availability of the short term uncommitted arrangements is at the discretion of the relevant lenders and may be terminated at any time.
Outstanding Notes
−Removed: At June 30, 2025, we had $4,892 million of outstanding notes, compared to $5,240 million at December 31, 2024.
+Added: At September 30, 2025, we had $4,392 million of outstanding notes, compared to $5,240 million at December 31, 2024.
+Added: On February 19, 2025, we redeemed our remaining $500 million 9.5% senior notes due 2025 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest.
On June 3, 2025, we issued $500 million in aggregate principal amount of 6.625% senior notes due 2030.
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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.
−Removed: 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.
In addition, if the amount of outstanding borrowings and letters of credit under the facility exceeds the borrowing base, we would be required to prepay borrowings and/or cash collateralize letters of credit sufficient to eliminate the excess.
−Removed: At June 30, 2025, we had $1,210 million of borrowings and $1 million of letters of credit issued under the revolving credit facility.
+Added: As of September 30, 2025, our borrowing base was above the facility's stated amount of $2.75 billion.
+Added: 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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Undrawn amounts under the facility are subject to an annual commitment fee of 25 basis points.
−Removed: 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.
+Added: 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.
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Accounts Receivable Securitization Facilities (On-Balance Sheet)
−Removed: GEBV and certain other of our European subsidiaries are parties to a pan-European accounts receivable securitization facility that expires in 2027.
−Removed: The terms of the facility provide the flexibility to designate annually the maximum amount of funding
−Removed: available under the facility in an amount of not less than €30 million and not more than €450 million.
−Removed: For the period from October 19, 2023 through October 16, 2024, the designated maximum amount of the facility was €300 million.
−Removed: For the period from October 17, 2024 through October 16, 2025, the designated maximum amount of the facility will remain €300 million.
+Added: On October 10, 2025, GEBV and certain other of our European subsidiaries amended and restated our pan-European accounts receivable securitization facility.
+Added: The principal change to the facility was the extension of its maturity from October 19, 2027 to October 18, 2032.
+Added: 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.
+Added: 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.
−Removed: The facility’s current back-up liquidity commitments will expire on October 16, 2025.
−Removed: At June 30, 2025, the amounts available and utilized under this program totaled $200 million (€170 million).
+Added: The facility’s current back-up liquidity commitments will expire in October 2027.
+Added: The facility has customary representations, warranties, covenants and Early Amortisation Events.
+Added: 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.
+Added: This financial covenant is substantially similar to the covenant included in our European revolving credit facility.
+Added: 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.
−Removed: At June 30, 2025, the gross amount of receivables sold was $771 million, compared to $773 million at December 31, 2024.
+Added: At September 30, 2025, the gross amount of receivables sold was $752 million, compared to $773 million at December 31, 2024.
Letters of Credit
−Removed: At June 30, 2025, we had $229 million in letters of credit issued under bilateral letter of credit agreements and other foreign credit facilities.
+Added: At September 30, 2025, we had $227 million in letters of credit issued under bilateral letter of credit agreements and other foreign credit facilities.
The majority of these letter of credit agreements are in lieu of security deposits.
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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.
−Removed: The amounts available under these programs were $875 million and $775 million at June 30, 2025 and December 31, 2024, respectively.
−Removed: 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.
+Added: The amounts available under these programs were $902 million and $775 million at September 30, 2025 and December 31, 2024, respectively.
+Added: 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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We have an additional financial covenant in our first lien revolving credit facility that is currently not applicable.
−Removed: We become subject to that financial covenant when the aggregate amount of our Parent Company (The Goodyear Tire & Rubber Company) and guarantor subsidiaries cash and cash equivalents (“Available Cash”) plus our availability under our first lien revolving
−Removed: credit facility is less than $275 million.
−Removed: If this were to occur, our ratio of EBITDA to Consolidated Interest Expense may not be less than 2.0 to 1.0 for the most recent period of four consecutive fiscal quarters.
−Removed: As of June 30, 2025, our unused availability under this facility of $1,470, plus our Available Cash of $134 million, totaled $1,604 million, which is in excess of $275 million.
+Added: We become subject to that financial covenant when the aggregate amount of our Parent Company (The Goodyear Tire & Rubber Company) and guarantor subsidiaries cash and cash equivalents (“Available Cash”) plus our availability under our first lien revolving credit facility is less than $275 million.
+Added: If this were to occur, our ratio of EBITDA to Consolidated Interest Expense may not be
+Added: less than 2.0 to 1.0 for the most recent period of four consecutive fiscal quarters.
+Added: As of September 30, 2025, our unused availability under this facility of $1,424 million, plus our Available Cash of $124 million, totaled $1,548 million, which is in excess of $275 million.
In addition, our European revolving credit facility contains non-financial covenants similar to the non-financial covenants in our first lien revolving credit facility that are described above, similar non-financial covenants specifically applicable to GEBV and its subsidiaries, and a financial covenant applicable only to GEBV and its subsidiaries.
4 unchanged sentences
This financial covenant is also included in our pan-European accounts receivable securitization facility.
−Removed: At June 30, 2025, we were in compliance with this financial covenant.
+Added: At September 30, 2025, we were in compliance with this financial covenant.
Our credit facilities also state that we may only incur additional debt or make restricted payments that are not otherwise expressly permitted if, after giving effect to the debt incurrence or the restricted payment, our ratio of EBITDA to Consolidated Interest Expense for the prior four fiscal quarters would exceed 2.0 to 1.0.
2 unchanged sentences
Covenants could change based upon a refinancing or amendment of an existing facility, or additional covenants may be added in connection with the incurrence of new debt.
−Removed: At June 30, 2025, we were in compliance with the currently applicable material covenants imposed by our principal credit facilities and indentures.
+Added: At September 30, 2025, we were in compliance with the currently applicable material covenants imposed by our principal credit facilities and indentures.
The terms “Available Cash,” “EBITDA,” “Consolidated Interest Expense,” “Consolidated Net GEBV Indebtedness” and “Consolidated GEBV EBITDA” have the meanings given them in the respective credit facilities.
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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.
−Removed: During the first six months of 2025, we did not repurchase any shares from employees.
+Added: During the first nine months of 2025, we did not repurchase any shares from employees.
The restrictions imposed by our credit facilities are not expected to significantly affect our ability to pay dividends or repurchase our capital stock in the future.
2 unchanged sentences
We may undertake additional asset sales and sale and leaseback transactions in the future.
−Removed: The restrictions imposed by our material indebtedness may require us to seek waivers or amendments
−Removed: of covenants or alternative sources of financing to proceed with future transactions.
+Added: The restrictions imposed by our material indebtedness may require us to seek waivers or amendments of covenants or alternative sources of financing to proceed with future transactions.
We cannot assure you that such waivers, amendments or alternative financing could be obtained, or if obtained, would be on terms acceptable to us.
Supplemental Guarantor Financial Information
−Removed: Certain of our subsidiaries, which are listed on Exhibit 22.1 to this Quarterly Report on Form 10-Q and are generally holding or operating companies, have guaranteed our obligations under the $500 million outstanding principal amount of 5% senior notes due 2026, the $700 million outstanding principal amount of 4.875% senior notes due 2027, the $850 million outstanding principal amount of 5% senior notes due 2029, the $500 million outstanding principal amount of 6.625% senior notes due 2030, the $550 million outstanding principal amount of 5.25% senior notes due April 2031, the $600 million outstanding principal amount of 5.25% senior notes due July 2031 and the $450 million outstanding principal amount of 5.625% senior notes due 2033 (collectively, the “Notes”).
+Added: Certain of our subsidiaries, which are listed on Exhibit 22.1 to this Quarterly Report on Form 10-Q and are generally holding or operating companies, have guaranteed our obligations under the $700 million outstanding principal amount of 4.875% senior notes due 2027, the $850 million outstanding principal amount of 5% senior notes due 2029, the $500 million outstanding principal amount of 6.625% senior notes due 2030, the $550 million outstanding principal amount of 5.25% senior notes due April 2031, the $600 million outstanding principal amount of 5.25% senior notes due July 2031 and the $450 million outstanding principal amount of 5.625% senior notes due 2033 (collectively, the “Notes”).
The Notes have been issued by The Goodyear Tire & Rubber Company (the “Parent Company”) and are its senior unsecured obligations.
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Generally, an entity would be considered insolvent if the sum of its debts (including contingent or unliquidated debts) is greater than all of its assets at a fair valuation or if the present fair salable value of its assets is less than the amount that will be required to pay its probable liability on its existing debts, including contingent or unliquidated debts, as they mature.
−Removed: Under Canadian federal bankruptcy and insolvency laws and comparable provincial laws on preferences, fraudulent conveyances or other challengeable or voidable transactions, the Guarantees could be challenged as a preference, fraudulent
−Removed: conveyance, transfer at undervalue or other challengeable or voidable transaction.
+Added: Under Canadian federal bankruptcy and insolvency laws and comparable provincial laws on preferences, fraudulent conveyances or other challengeable or voidable transactions, the Guarantees could be challenged as a preference, fraudulent conveyance, transfer at undervalue or other challengeable or voidable transaction.
The test to be applied varies among the different pieces of legislation, but as a general matter these types of challenges may arise in circumstances where:
9 unchanged sentences
Summarized Balance Sheets
−Removed: (In millions) June 30,
+Added: (In millions) September 30,
2025 December 31, 2024
4 unchanged sentences
Total Non-Current Liabilities 8,131 7,932
−Removed: (1) Includes receivables due from Non-Guarantor Subsidiaries of $1,487 million and $1,824 million as of June 30, 2025 and December 31, 2024, respectively.
+Added: (1) Includes receivables due from Non-Guarantor Subsidiaries of $1,401 million and $1,824 million as of September 30, 2025 and December 31, 2024, respectively.
Summarized Statements of Operations
−Removed: (In millions) Six Months Ended June 30, 2025 Year Ended
+Added: (In millions) Nine Months Ended September 30, 2025 Year Ended
December 31, 2024
2 unchanged sentences
Selling, Administrative and General Expense 1,115 1,495
−Removed: Intangible Asset Impairment — 125
+Added: Goodwill and Intangible Asset Impairment 674 125
Rationalizations 116 27
3 unchanged sentences
Net Income (Loss)
+Added: $ (2,106) $ 26
Goodyear Net Income (Loss)
−Removed: (2) Includes income from intercompany transactions with Non-Guarantor Subsidiaries of $241 million for the six months ended June 30, 2025, primarily from royalties, intercompany product sales, dividends and interest, and $659 million for the year ended December 31, 2024, primarily from royalties, dividends, interest and intercompany product sales.
+Added: $ (2,106) $ 26
+Added: (2) Includes income from intercompany transactions with Non-Guarantor Subsidiaries of $379 million for the nine months ended September 30, 2025, primarily from royalties, intercompany product sales, dividends and interest, and $659 million for the year ended December 31, 2024, primarily from royalties, dividends, interest and intercompany product sales.
+Added: CRITICAL ACCOUNTING POLICIES
+Added: Goodwill and Intangible Assets .
+Added: Goodwill and indefinite-lived intangible assets are tested for impairment annually or more frequently if an indicator of impairment is present.
+Added: Intangible assets with finite lives are amortized over their useful lives and are reviewed for impairment whenever events or circumstances warrant such review.
+Added: Goodwill and intangible assets are written down to fair value if considered impaired.
+Added: 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.
+Added: The goodwill associated with the reporting unit in our Asia Pacific segment was $42 million at September 30, 2025.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Goodwill and intangible assets with indefinite useful lives are not amortized but are assessed for impairment annually on October 31 with the option to perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of the reporting unit or indefinite-lived intangible asset to its carrying value.
+Added: In addition to the annual assessment, impairment evaluation is considered during interim periods when events occur or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value.
+Added: During our annual impairment assessment and in subsequent interim periods, we review events that occur or circumstances that change, including the macroeconomic environment, our business performance and our market capitalization, to determine if a quantitative impairment assessment is necessary.
+Added: We review our business performance and the macroeconomic environment against our recent expectations and evaluate book value compared to market capitalization, including fluctuations in our stock price, to determine if this could be an indicator of potential impairment.
+Added: Consideration is given as to whether a fluctuation in our stock price is a result of current market conditions, due to a transitory event or an event that is expected to continue to affect us, or is consistent with our historical stock price volatility.
+Added: We also consider these factors compared to the results of our most recent quantitative goodwill impairment assessment.
+Added: Under the qualitative assessment, we assess whether it is more likely than not (defined as a likelihood of more than 50%) that the fair value of our goodwill or indefinite-lived intangible assets is less than the respective carrying values.
+Added: If it is more likely than not that an impairment exists, then a quantitative impairment assessment is performed.
+Added: If under the quantitative assessment the fair value is less than the carrying value, an impairment loss will be recorded for the difference between the carrying value and the fair value.
+Added: Under the quantitative assessment, we estimate the fair value of goodwill using the discounted cash flows of a reporting unit.
+Added: For indefinite-lived intangible assets we estimate the fair value using discounted cash
+Added: flows following a relief-from-royalty method utilizing a market-based royalty rate.
+Added: Forecasts of future cash flows are based on our best estimate of projected revenue and projected operating margin, based primarily on sales and production volume, pricing, raw material costs, market share, industry outlook, general economic conditions, and certain strategic actions we plan to implement.
+Added: Cash flows are discounted using our weighted average cost of capital.
+Added: 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.
+Added: We also experienced a decline in our market capitalization as a result of a decrease in our stock price.
+Added: Our stock price has a history of volatility;
+Added: 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.
+Added: We determined the estimated fair value of our North America reporting unit based on discounted cash flow projections.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Future changes in the judgments, assumptions and estimates that are used in our impairment testing for goodwill and indefinite-lived intangible assets, including discount rates and cash flow projections, could result in significantly different estimates of the fair values.
+Added: A significant reduction in the estimated fair values could result in impairment charges that could adversely affect our results of operations.
FORWARD-LOOKING INFORMATION — SAFE HARBOR STATEMENT
4 unchanged sentences
Actual results and experience may differ materially from the forward-looking statements as a result of many factors, including:
−Removed: • if we do not successfully implement the Goodyear Forward plan and our other strategic initiatives, including the sale of our Chemical Business, our operating results, financial condition and liquidity may be materially adversely affected;
−Removed: • we may not be able to consummate the sale of our Chemical Business on a timely basis or at all, including failure to obtain the required regulatory approvals or to satisfy other conditions to closing;
+Added: • if we do not successfully implement the Goodyear Forward plan and our other strategic initiatives, our operating results, financial condition and liquidity may be materially adversely affected;
• we face significant global competition and our market share could decline;
26 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.