Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS.
THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions, except per share amounts) 2025 2024 2025 2024
Net Sales (Note 3)
$ 4,645 $ 4,824 $ 13,363 $ 13,931
Cost of Goods Sold 3,801 3,882 11,019 11,231
Selling, Administrative and General Expense 676 663 2,018 2,090
Goodwill and Intangible Asset Impairments (Note 1)
674 125 674 125
Rationalizations (Note 4)
21 11 161 52
Interest Expense
114 135 341 391
Other (Income) Expense (Note 5)
91 36 147 95
Net (Gain) Loss on Asset Sales (Note 2)
1 ( 1 ) ( 700 ) ( 95 )
Income (Loss) before Income Taxes
( 733 ) ( 27 ) ( 297 ) 42
United States and Foreign Tax Expense (Note 6)
1,464 9 1,501 75
Net Income (Loss)
( 2,197 ) ( 36 ) ( 1,798 ) ( 33 )
Less: Minority Shareholders’ Net Income (Loss)
( 2 ) 1 28 ( 6 )
Goodyear Net Income (Loss)
$ ( 2,195 ) $ ( 37 ) $ ( 1,826 ) $ ( 27 )
Goodyear Net Income (Loss) — Per Share of Common Stock
Basic $ ( 7.62 ) $ ( 0.13 ) $ ( 6.35 ) $ ( 0.09 )
Weighted Average Shares Outstanding (Note 7)
288 287 287 286
Diluted $ ( 7.62 ) $ ( 0.13 ) $ ( 6.35 ) $ ( 0.09 )
Weighted Average Shares Outstanding (Note 7)
288 287 287 286
The accompanying notes are an integral part of these consolidated financial statements.
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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Net Income (Loss)
$ ( 2,197 ) $ ( 36 ) $ ( 1,798 ) $ ( 33 )
Other Comprehensive Income (Loss):
Foreign currency:
Foreign currency translation, net of tax of ($ 6 ) and $ 0 in 2025 ($ 3 and $ 0 in 2024)
( 15 ) 39 ( 3 ) ( 20 )
Reclassification adjustment for amounts recognized in income, net of tax of $ 0 and $ 0 in 2025 ($ 0 and $ 0 in 2024)
— — 8 —
Defined benefit plans:
Reclassification adjustment for amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of ($ 9 ) and $ 4 in 2025 ($ 7 and $ 20 in 2024)
34 21 72 62
Change in net actuarial gains and losses, net of tax of ($ 3 ) and ($ 1 ) in 2025 (($ 1 ) and $ 6 in 2024)
( 11 ) ( 3 ) ( 3 ) 7
Reclassification adjustment for immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures, net of tax of ($ 1 ) and ($ 1 ) in 2025 ($ 0 and ($ 1 ) in 2024)
69 — 71 ( 4 )
Prior service credit from plan amendments, net of tax of $ 0 and $ 0 in 2025 ($ 7 and $ 7 in 2024)
— 21 — 21
Deferred derivative gain:
Reclassification adjustment for amounts recognized in income, net of tax of $ 0 and $ 0 in 2025 ($ 0 and $ 0 in 2024)
— — — 1
Other Comprehensive Income (Loss)
77 78 145 67
Comprehensive Income (Loss)
( 2,120 ) 42 ( 1,653 ) 34
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders
( 3 ) 9 35 ( 2 )
Goodyear Comprehensive Income (Loss)
$ ( 2,117 ) $ 33 $ ( 1,688 ) $ 36
The accompanying notes are an integral part of these consolidated financial statements.
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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions, except share data) September 30,
2025 December 31,
2024
Assets:
Current Assets:
Cash and Cash Equivalents $ 810 $ 810
Accounts Receivable, less Allowance — $ 100 ($ 84 in 2024)
3,177 2,482
Inventories:
Raw Materials 646 728
Work in Process 208 207
Finished Products 3,098 2,619
3,952 3,554
Assets Held for Sale (Note 1)
565 466
Prepaid Expenses and Other Current Assets 520 277
Total Current Assets 9,024 7,589
Goodwill (Note 1) 42 756
Intangible Assets (Note 1) 670 805
Deferred Income Taxes (Note 6)
357 1,686
Other Assets 1,165 1,052
Operating Lease Right-of-Use Assets 1,060 951
Property, Plant and Equipment, less Accumulated Depreciation — $ 12,230 ($ 12,212 in 2024)
7,904 8,082
Total Assets $ 20,222 $ 20,921
Liabilities:
Current Liabilities:
Accounts Payable — Trade $ 3,944 $ 4,092
Compensation and Benefits (Notes 11 and 12 )
611 606
Other Current Liabilities 1,559 1,089
Notes Payable and Overdrafts (Note 9)
573 558
Operating Lease Liabilities due Within One Year 204 200
Long Term Debt and Finance Leases due Within One Year (Note 9)
219 832
Total Current Liabilities 7,110 7,377
Operating Lease Liabilities 913 804
Long Term Debt and Finance Leases (Note 9)
7,264 6,392
Compensation and Benefits (Notes 11 and 12)
814 789
Deferred Income Taxes (Note 6)
106 108
Other Long Term Liabilities 837 628
Total Liabilities 17,044 16,098
Commitments and Contingent Liabilities (Note 13)
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Common Stock, no par value:
Authorized, 450 million shares, Outstanding shares — 286 million in 2025 ( 285 million in 2024)
286 285
Capital Surplus 3,170 3,159
Retained Earnings 3,255 5,081
Accumulated Other Comprehensive Loss (Note 15)
( 3,706 ) ( 3,844 )
Goodyear Shareholders’ Equity 3,005 4,681
Minority Shareholders’ Equity — Nonredeemable 173 142
Total Shareholders’ Equity 3,178 4,823
Total Liabilities and Shareholders’ Equity $ 20,222 $ 20,921
The accompanying notes are an integral part of these consolidated financial statements.
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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
Common Stock Capital
Surplus Retained
Earnings Accumulated
Other
Comprehensive Loss Goodyear
Shareholders'
Equity Minority
Shareholders'
Equity — Non-
Redeemable Total
Shareholders'
Equity
(In millions, except share data) Shares Amount
Balance at December 31, 2024
(after deducting 39,313,644 common treasury shares)
284,974,263 $ 285 $ 3,159 $ 5,081 $ ( 3,844 ) $ 4,681 $ 142 $ 4,823
Net income (loss)
369 369 30 399
Other comprehensive income (loss)
60 60 8 68
Total Comprehensive Income (Loss)
429 38 467
Stock-based compensation plans 11 11 11
Dividends declared ( 2 ) ( 2 )
Common stock issued from treasury 1,039,706 1 ( 6 ) ( 5 ) ( 5 )
Balance at June 30, 2025
(after deducting 38,273,938 common treasury shares)
286,013,969 $ 286 $ 3,164 $ 5,450 $ ( 3,784 ) $ 5,116 $ 178 $ 5,294
Net income (loss)
( 2,195 ) ( 2,195 ) ( 2 ) ( 2,197 )
Other comprehensive income (loss)
78 78 ( 1 ) 77
Total Comprehensive Income (Loss)
( 2,117 ) ( 3 ) ( 2,120 )
Stock-based compensation plans 6 6 6
Dividends declared ( 2 ) ( 2 )
Common stock issued from treasury 122,812
Balance at September 30, 2025
(after deducting 38,151,126 common treasury shares)
286,136,781 $ 286 $ 3,170 $ 3,255 $ ( 3,706 ) $ 3,005 $ 173 $ 3,178
There were no dividends declared or paid during the three and nine months ended September 30, 2025.
The accompanying notes are an integral part of these consolidated financial statements.
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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
Common Stock Capital
Surplus Retained
Earnings Accumulated
Other
Comprehensive Loss Goodyear
Shareholders'
Equity Minority
Shareholders'
Equity — Non-
Redeemable Total
Shareholders'
Equity
(In millions, except share data) Shares Amount
Balance at December 31, 2023
(after deducting 40,501,644 common treasury shares)
283,786,263 $ 284 $ 3,133 $ 5,035 $ ( 3,835 ) $ 4,617 $ 162 $ 4,779
Net income (loss)
10 10 ( 7 ) 3
Other comprehensive income (loss)
( 7 ) ( 7 ) ( 4 ) ( 11 )
Total Comprehensive Income (Loss)
3 ( 11 ) ( 8 )
Stock-based compensation plans 17 17 17
Dividends declared ( 7 ) ( 7 )
Common stock issued from treasury 900,744 1 ( 4 ) ( 3 ) ( 3 )
Balance at June 30, 2024
(after deducting 39,600,900 common treasury shares)
284,687,007 $ 285 $ 3,146 $ 5,045 $ ( 3,842 ) $ 4,634 $ 144 $ 4,778
Net income (loss)
( 37 ) ( 37 ) 1 ( 36 )
Other comprehensive income (loss)
70 70 8 78
Total Comprehensive Income (Loss)
33 9 42
Stock-based compensation plans 6 6 6
Dividends declared ( 1 ) ( 1 )
Common stock issued from treasury 228,014
Balance at September 30, 2024
(after deducting 39,372,886 common treasury shares)
284,915,021 $ 285 $ 3,152 $ 5,008 $ ( 3,772 ) $ 4,673 $ 152 $ 4,825
There were no dividends declared or paid during the three and nine months ended September 30, 2024.
The accompanying notes are an integral part of these consolidated financial statements.
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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
(In millions) 2025 2024
Cash Flows from Operating Activities:
Net Loss
$ ( 1,798 ) $ ( 33 )
Adjustments to Reconcile Net Loss to Cash Flows from Operating Activities:
Depreciation and Amortization 813 800
Amortization and Write-Off of Debt Issuance Costs 17 10
Goodwill and Intangible Asset Impairment (Note 1)
674 125
Provision for Deferred Income Taxes (Note 6)
1,345 ( 37 )
Net Pension Curtailments and Settlements 72 ( 5 )
Net Rationalization Charges (Note 4)
161 52
Rationalization Payments ( 275 ) ( 149 )
Net Gains on Asset Sales (Note 2)
( 700 ) ( 95 )
Loss (Gain) on Insurance Recoveries for Damaged Property, Plant and Equipment
— ( 61 )
Operating Lease Expense 238 249
Operating Lease Payments ( 214 ) ( 211 )
Pension Contributions and Direct Payments ( 74 ) ( 45 )
Changes in Operating Assets and Liabilities, Net of Asset Acquisitions and Dispositions:
Accounts Receivable ( 605 ) ( 658 )
Inventories ( 433 ) ( 246 )
Accounts Payable — Trade ( 172 ) ( 199 )
Compensation and Benefits 56 39
Other Current Liabilities 299 ( 58 )
Other Assets and Liabilities ( 120 ) ( 69 )
Total Cash Flows from Operating Activities ( 716 ) ( 591 )
Cash Flows from Investing Activities:
Capital Expenditures ( 649 ) ( 912 )
Insurance Recoveries for Damaged Property, Plant and Equipment — 48
Cash Proceeds from Sale and Leaseback Transactions (Note 5)
— 16
Asset Dispositions 1,332 110
Short Term Securities Redeemed — 2
Long Term Securities Redeemed 4 4
Notes Receivable 5 ( 28 )
Other Transactions ( 29 ) 1
Total Cash Flows from Investing Activities 663 ( 759 )
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred 856 1,034
Short Term Debt and Overdrafts Paid ( 855 ) ( 803 )
Long Term Debt Incurred 13,385 10,315
Long Term Debt Paid ( 13,289 ) ( 9,180 )
Common Stock Issued ( 5 ) ( 3 )
Transactions with Minority Interests in Subsidiaries ( 4 ) ( 2 )
Debt Related Costs and Other Transactions 4 ( 46 )
Total Cash Flows from Financing Activities
92 1,315
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash 27 ( 10 )
Net Change in Cash, Cash Equivalents and Restricted Cash 66 ( 45 )
Cash, Cash Equivalents and Restricted Cash at Beginning of the Period 864 985
Cash, Cash Equivalents and Restricted Cash at End of the Period $ 930 $ 940
The accompanying notes are an integral part of these consolidated financial statements.
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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared by The Goodyear Tire & Rubber Company (the “Company,” “Goodyear,” “we,” “us” or “our”) in accordance with Securities and Exchange Commission (“SEC”) rules and regulations and generally accepted accounting principles in the United States of America ("U.S. GAAP") and in the opinion of management contain all adjustments (including normal recurring adjustments) necessary to fairly state the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”).
Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2025.
Revision of Previously Issued Financial Statements
In preparing the consolidated financial statements for the quarter ended June 30, 2025, we identified errors in our previously issued financial statements related to our historical computation of currency remeasurement of our foreign operations in Turkey, which was designated as a highly inflationary economy beginning April 1, 2022. Upon that designation, the operations and balance sheet in that country should be remeasured into our parent company reporting currency, with remeasurement gains and losses recognized in earnings to reflect the impact of currency translation on our financial results. Our computation did not reflect the full inflationary impact. The identified errors impacted our previously issued 2022, 2023 and 2024 annual and interim financial statements. There were no impacts on previously reported cash flows from operating, investing and financing activities in any prior periods.
We evaluated the errors in accordance with SEC Staff Accounting Bulletin Nos. 99 and 108 and determined that the related impacts were not material in any previously issued annual or interim financial statements. We revised the prior period amounts presented in these financial statements to correct the errors. The applicable notes to the accompanying financial statements have also been corrected to reflect the impact of the revisions of the previously filed consolidated interim financial statements. A summary of the revisions to the previously issued financial information is included in Note to the Consolidated Financial Statements No.16, Revision of Previously Issued Financial Statements.
Recently Issued Accounting Standards
On December 14, 2023, the Financial Accounting Standards Board ("FASB") issued a final Accounting Standards Update ("ASU") to improve income tax disclosures. The new standard requires enhanced disclosures primarily related to existing rate reconciliation and income taxes paid information and improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and requiring income taxes paid to be disaggregated by jurisdiction. It also includes certain amendments to improve the effectiveness of income tax disclosures. The standards update is effective for annual periods beginning after December 15, 2024 and will expand our annual income tax disclosures, but will not affect our financial position, results of operations or cash flows.
On November 4, 2024, the FASB issued a final ASU to require disaggregated disclosure of income statement expenses. This new standard requires certain expense categories, including selling expenses, to be disaggregated in the notes to the consolidated financial statements. The standards update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are currently assessing the impact of this standards update on our disclosures in the notes to the consolidated financial statements.
On September 18, 2025, the FASB issued a final ASU to modernize the accounting for internal-use software. This update replaces the previous stage-based capitalization model with a principles-based approach, allowing capitalization of software development costs once management has authorized and committed funding and it is probable the project will be completed and perform its intended function. The ASU also consolidates guidance for website development under the internal-use software framework and expands applicability to cloud-based and agile development methods. The standards update is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. We are currently assessing the impact of this standards update on our accounting policies and disclosures.
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Goodwill and Intangible Assets
Goodwill and indefinite-lived intangible assets are tested for impairment annually or more frequently if an indicator of impairment is present. Intangible assets with finite lives are amortized over their useful lives and are reviewed for impairment whenever events or circumstances warrant such review. Goodwill and intangible assets are written down to fair value if considered impaired. Goodwill and Intangible Assets totaled $ 42 million and $ 670 million, respectively, at September 30, 2025, compared to $ 756 million and $ 805 million, respectively, at December 31, 2024. The goodwill associated with the reporting unit in our Asia Pacific segment was $ 42 million at September 30, 2025. The goodwill associated with the reporting units in our Americas and Asia Pacific segments was $ 715 million and $ 41 million, respectively, at December 31, 2024. Goodwill associated with the reporting unit in our Americas segment was allocated to assets held for sale in the second quarter of 2025 in the amount of $ 41 million in connection with the anticipated sale of our polymer chemicals business, and the remaining $ 674 million was written off, resulting in a non-cash impairment charge during the third quarter of 2025. We recorded an intangible asset impairment charge of $ 125 million in the third quarter of 2024 primarily related to our lower tier indefinite-lived intangible assets related to the acquisition of Cooper Tire.
In the third quarter of 2025, we experienced continued industry disruption in Americas, which resulted in a reduction in our near-term and long-term outlook. We also experienced a decline in our market capitalization as a result of a decrease in our stock price. Our stock price has a history of volatility; however, given the decrease was sustained throughout the quarter, combined with the reduction in outlook, we viewed these events as triggering events for purposes of testing goodwill for impairment and performed a quantitative analysis of the fair value of the North America reporting unit in our Americas segment. We determined the estimated fair value of our North America reporting unit based on discounted cash flow projections. The most critical assumptions used in the calculation of the fair value of our North America reporting unit are the projected revenue, projected operating margin and discount rate. Our forecast of future cash flows is based on our best estimate of projected revenue and projected operating margin, based primarily on pricing, raw material costs, market share, industry outlook and general economic conditions. Based on our interim impairment test, the fair value of the North America reporting unit as of September 30, 2025 was less than its carrying value, resulting in full goodwill impairment and a non-cash charge of $ 674 million during the third quarter of 2025.
At September 30, 2025, after evaluating macroeconomic conditions and our current and future results of operations, including current results for our Asia Pacific business and brands associated with our indefinite-lived intangible assets, we concluded that there were no triggering events and it was not more likely than not that the fair values of our reporting unit within our Asia Pacific segment or our indefinite-lived intangible assets recorded within our Americas and Asia Pacific segments were less than their respective carrying values and, therefore, did not have any impairment of those assets.
Principles of Consolidation
The consolidated financial statements include the accounts of all legal entities in which we hold a controlling financial interest. A controlling financial interest generally arises from our ownership of a majority of the voting shares of our subsidiaries. We would also hold a controlling financial interest in variable interest entities if we are considered to be the primary beneficiary. Investments in companies in which we do not own a majority interest and we have the ability to exercise significant influence over operating and financial policies are accounted for using the equity method. Investments in other companies are primarily carried at cost. All intercompany balances and transactions have been eliminated in consolidation.
Assets and Liabilities Held for Sale
Assets and liabilities are classified as held for sale when management approves and commits to a formal plan to actively market the assets for sale at a price reasonable in relation to their estimated fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets is probable and expected to be completed within one year, and it is unlikely that significant changes will be made to the plan. When all of these criteria have been met, the assets and liabilities are classified as held for sale in the balance sheet. Assets classified as held for sale are reported at the lower of their carrying value or fair value less costs to sell. Depreciation of assets ceases upon designation as held for sale. At September 30, 2025, Assets Held for Sale of $ 565 million, $ 468 million of which related to the sale of our Chemical business and $ 97 million of which related to the sale of the Dunlop brand, and Other Current Liabilities classified as held for sale of $ 150 million related to the sale of our Chemical business, were included in the Consolidated Balance Sheets. At December 31, 2024, assets classified as held for sal e of $ 466 million and liabilities classified as held for sale of $ 51 million related to the sale of our off-the-road ("OTR") tire business were included within Assets Held for Sale and Other Current Liabilities, respectively, in the Consolidated Balance Sheets. Refer to Note to the Consolidated Financial Statements No. 2, Divestitures, for additional information.
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Restricted Cash
The following table provides a reconciliation of Cash, Cash Equivalents and Restricted Cash as reported within the Consolidated Statements of Cash Flows:
September 30,
(In millions) 2025 2024
Cash and Cash Equivalents $ 810 $ 905
Restricted Cash 120 35
Total Cash, Cash Equivalents and Restricted Cash $ 930 $ 940
Restricted Cash primarily represents amounts required to be set aside for accounts receivable factoring programs. The restrictions lapse when cash from factored accounts receivable is remitted to the purchaser of those receivables. Restricted cash at September 30, 2025 also includes amounts collected in connection with ongoing agreements related to the sale of our OTR tire business. At both September 30, 2025 and 2024, restricted cash was recorded in Prepaid Expenses and Other Current Assets in the Consolidated Balance Sheets.
Reclassifications and Adjustments
Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation.
NOTE 2. DIVESTITURES
Net losses on asset sales were $ 1 million and net gains were $ 1 million for the three months ended September 30, 2025 and 2024, respectively. Net gains on asset sales were $ 700 million and $ 95 million for the nine months ended September 30, 2025 and 2024, respectively. None of our divestitures meet the criteria for presentation as discontinued operations as they do not represent a strategic shift that will have a major effect on our operations or financial results.
On February 3, 2025, we completed the sale of our OTR tire business to The Yokohama Rubber Company, Limited (“Yokohama”) pursuant to the terms of the Share and Asset Purchase Agreement, dated as of July 22, 2024 (the “OTR Purchase Agreement”). In conjunction with the sale of the OTR tire business, we entered into several ancillary agreements, including a trademark license agreement, whereby we license certain trademarks to Yokohama for an initial period of ten years from the date of the sale, a product supply agreement, pursuant to which we supply to Yokohama certain OTR tires for an initial period of up to five years , and a transition services agreement, pursuant to which we are providing certain support services for a period of up to eighteen months . The activity related to these agreements is primarily recorded in Prepaid Expenses and Other Current Assets and Other Current Liabilities in the Consolidated Balance Sheets.
As a result of the transaction, considering the receipt of the purchase price of $ 905 million, subject to certain adjustments set forth in the OTR Purchase Agreement, amounts allocated to deferred income related to the trademark license agreement of $ 90 million, amounts allocated to deferred revenue related to the product supply agreement of $ 95 million, and transaction costs of $ 26 million, and based upon the net assets of the OTR tire business of $ 439 million, we recorded an estimated pre-tax gain of $ 255 million. We estimated the fair value of the deferred income related to the trademark license agreement using the relief-from-royalty method, with the most critical assumptions based on projected revenue, royalty rate and discount rate. We estimated the fair value of the deferred revenue related to the product supply agreement using a cost-plus-margin approach, with the most critical assumption based on projected cost of goods sold. The pre-tax income from the assets sold included within the Consolidated Statements of Operations was $ 13 million for the three months ended September 30, 2024 and $ 48 million for the nine months ended September 30, 2024. These amounts exclude any ongoing obligations related to the product supply agreement and transition services agreement, as well as any amortization of deferred revenue or income.
On May 7, 2025, we completed the sale of our rights to the Dunlop brand in Europe, North America and Oceania for consumer, commercial and other specialty tires, together with certain associated intellectual property and other intangible assets, for a purchase price of $ 526 million to Sumitomo Rubber Industries, Ltd. ("SRI") pursuant to the terms of the Purchase Agreement, dated as of January 7, 2025 (as amended, the "Dunlop Purchase Agreement"). SRI also paid us an up-front transition support fee of $ 105 million for our support in transitioning the Dunlop brand, related intellectual property and Dunlop customers to SRI. SRI also acquired our existing Dunlop tire inventory for approximately $ 104 million. We also entered into a number of ancillary agreements, including (a) a transition license agreement, pursuant to which we will continue to manufacture, sell and distribute Dunlop-branded consumer tires in Europe from the closing of the transaction until December 31, 2025, and during which we will pay SRI a royalty on such Dunlop sales; (b) a transition offtake agreement, pursuant to which we will sell to SRI certain Dunlop-branded consumer tire products for a period of up to five years , commencing after termination or expiration of the transition license agreement; and (c) we will license back the Dunlop brand from SRI for commercial tires in Europe on a long-term basis, subject to a royalty on sales.
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As a result of the transaction, we received gross proceeds of $ 735 million at closing for the Dunlop brand, related intellectual property and other intangible assets, the transition support fee and the tire inventory. We allocated $ 105 million of those proceeds related to the up-front transition support fee to deferred income, which will be recognized over the combined lives of the transition license and transition offtake agreements. We also allocated $ 86 million of those proceeds to deferred income for tire inventory in Europe that will not transfer ownership until the termination of the transition license agreement. 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.
Net gains on asset sales for the nine months ended September 30, 2025 also included a $ 55 million gain ($ 26 million after-tax and minority) related to the sale of property in Asia Pacific. Net gains on asset sales for the nine months ended September 30, 2024 also included an $ 80 million gain related to the sale of a distribution center in Europe, Middle East and Africa ("EMEA") and a $ 14 million gain related to the sale-leaseback of a retail location in North America.
On October 31, 2025, we completed the $ 650 million sale of our polymer chemicals business (the “Chemical Business”) pursuant to the Asset Purchase Agreement (the “Chemical Purchase Agreement”) with G-3 Chickadee Purchaser, LLC, a Delaware limited liability company (the “Purchaser”). At the closing, we received gross cash proceeds of approximately $ 580 million, which reflects working capital adjustments, including an adjustment for intercompany receivables. The purchase price remains subject to customary post-closing adjustments as set forth in the Chemical Purchase Agreement. The assets acquired and the liabilities assumed by the Purchaser are generally those primarily related to the Chemical Business, including our chemical plants in Houston, Texas and Beaumont, Texas and a research and development facility in Akron, Ohio.
In conjunction with the sale of the Chemical Business, we also entered into a number of ancillary agreements including (a) a master supply agreement, pursuant to which the Purchaser will, or will cause its affiliates to, supply to us certain polymer chemical products for a period of fifteen (15) years, (b) a transition services agreement, pursuant to which we will provide certain transition services to the Purchaser for the Chemical Business for a period of up to eighteen (18) months, and (c) a patent and know-how license agreement, pursuant to which the Purchaser will license back to us certain intellectual property related to the Chemical Business for use in connection with certain retained businesses. As a result of the transaction, considering the purchase price and related adjustments, amounts allocated to deferred revenue and transaction costs, and based upon the net assets of the Chemical Business as of September 30, 2025, we estimate we will record a pre-tax gain of approximately $ 135 million during the fourth quarter of 2025.
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NOTE 3. NET SALES
The following tables show disaggregated net sales from contracts with customers by major source:
Three Months Ended September 30, 2025
(In millions) Americas Europe, Middle East
and Africa Asia Pacific Total
Tire unit sales $ 2,209 $ 1,222 $ 474 $ 3,905
Other tire and related sales 205 148 25 378
Retail services and service related sales 199 37 — 236
Chemical sales 121 — — 121
Other 3 — 2 5
Net Sales by reportable segment $ 2,737 $ 1,407 $ 501 $ 4,645
Three Months Ended September 30, 2024
(In millions) Americas Europe, Middle East
and Africa Asia Pacific Total
Tire unit sales $ 2,319 $ 1,191 $ 584 $ 4,094
Other tire and related sales 197 125 30 352
Retail services and service related sales 203 32 4 239
Chemical sales 133 — — 133
Other 6 — — 6
Net Sales by reportable segment $ 2,858 $ 1,348 $ 618 $ 4,824
Nine Months Ended September 30, 2025
(In millions) Americas Europe, Middle East
and Africa Asia Pacific Total
Tire unit sales $ 6,349 $ 3,458 $ 1,359 $ 11,166
Other tire and related sales 582 453 71 1,106
Retail services and service related sales 576 117 — 693
Chemical sales 380 — — 380
Other 14 — 4 18
Net Sales by reportable segment $ 7,901 $ 4,028 $ 1,434 $ 13,363
Nine Months Ended September 30, 2024
(In millions) Americas Europe, Middle East
and Africa Asia Pacific Total
Tire unit sales $ 6,616 $ 3,470 $ 1,714 $ 11,800
Other tire and related sales 576 407 82 1,065
Retail services and service related sales 559 97 15 671
Chemical sales 377 — — 377
Other 15 — 3 18
Net Sales by reportable segment $ 8,143 $ 3,974 $ 1,814 $ 13,931
Tire unit sales consist of consumer, commercial, farm and OTR tire sales, including the sale of new Company-branded tires through Company-owned retail channels. OTR tire sales in 2025 primarily consist of tires sold to Yokohama pursuant to our product supply agreement. Other tire and related sales consist of aviation, race and motorcycle tire sales, retread sales and other tire related sales. Sales of tires in this category are not included in reported tire unit information. Retail services and service related sales consist of automotive services performed for customers through our Company-owned retail channels, and includes service related products. Chemical sales relate to the sale of synthetic rubber and other chemicals to third parties, and exclude intercompany sales. Other sales include items such as franchise fees and ancillary tire parts.
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When we receive consideration from a customer prior to transferring goods or services under the terms of a sales contract, we record deferred revenue, which represents a contract liability. Deferred revenue included in Other Current Liabilities in the Consolidated Balance Sheets totaled $ 45 million and $ 13 million at September 30, 2025 and December 31, 2024, respectively. Deferred revenue included in Other Long Term Liabilities in the Consolidated Balance Sheets totaled $ 79 million and $ 6 million at September 30, 2025 and December 31, 2024, respectively. We recognize deferred revenue after we have transferred control of the goods or services to the customer and all revenue recognition criteria are met. Revenue deferred during the three and nine months ended September 30, 2025 primarily relates to the product supply agreement we entered into in connection with the sale of our OTR tire business.
The following table presents the balance of deferred revenue related to contracts with customers, and changes during the nine months ended September 30, 2025:
(In millions)
Balance at December 31, 2024 $ 19
Revenue deferred during period 248
Revenue recognized during period ( 145 )
Impact of foreign currency translation 2
Balance at September 30, 2025 $ 124
NOTE 4. COSTS ASSOCIATED WITH RATIONALIZATION PROGRAMS
In order to improve our global competitiveness and as part of our execution of the Goodyear Forward transformation plan ("Goodyear Forward"), we have implemented, and are implementing, rationalization actions to reduce high-cost and excess manufacturing capacity and operating and administrative costs.
The following table presents a roll-forward of the liability balance between periods:
(In millions) Associate-
Related Costs Other Costs Total
Balance at December 31, 2024 $ 396 $ 1 $ 397
2025 Charges (1)
120 51 171
Incurred, net of foreign currency translation of $ 40 million and ($ 1 ) million, respectively
( 184 ) ( 52 ) ( 236 )
Reversed to the Statement of Operations ( 14 ) — ( 14 )
Balance at September 30, 2025 $ 318 $ — $ 318
(1) Charges of $ 171 million exclude $ 4 million of benefit plan termination benefit charges recorded in Rationalizations in the Statement of Operations
During the second quarter of 2025, we approved a plan to close our manufacturing facility in Kariega, South Africa in the EMEA business unit in the third quarter of 2025. The plan includes approximately 900 job reductions, including associates and contracted positions. The total charges associated with this action are expected to be between $ 100 million and $ 110 million, of which $ 45 million to $ 55 million are expected to be cash charges primarily for associate-related and other exit costs and the remaining costs are expected to be non-cash charges primarily for accelerated depreciation and other asset-related charges. We have accrued approximately $ 6 million for this plan at September 30, 2025.
During the first quarter of 2025, we approved a rationalization plan to eliminate our production of commercial tires in our Danville, Virginia tire manufacturing facility ("Danville") in order to reduce our production cost per tire in Americas. The plan includes approximately 950 job reductions, including associates and contracted positions. We expect to substantially complete this rationalization plan by the end of 2025. Total pre-tax charges are expected to be between $ 150 million and $ 160 million, of which $ 70 million to $ 80 million are expected to be cash charges primarily for associate-related and other exit costs and the remaining costs are expected to be non-cash charges primarily for accelerated depreciation, pension termination benefit charges and other asset-related charges. We have accrued approximately $ 16 million for this plan at September 30, 2025.
During the first quarter of 2025, we approved a plan to reduce Selling, Administrative and General expenses (“SAG”) headcount in Americas and Corporate. The plan includes approximately 80 net headcount reductions. Total estimated pre-tax charges are expected to be approximately $ 6 million. We have accrued approximately $ 1 million for this plan at September 30, 2025.
The remainder of the accrual balance at September 30, 2025 includes $ 214 million related to the closures of our Fulda, Germany ("Fulda") and our Fürstenwalde, Germany ("Fürstenwalde") tire manufacturing facilities, $ 52 million related to a rationalization and workforce reorganization plan in EMEA, which reflects $ 10 million of reversals due to voluntary attrition,
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$ 6 million related to the plan to open a shared service center in Costa Rica and to exit certain Commercial Tire and Service Center locations, $ 5 million related to the closed Amiens, France tire manufacturing facility, $ 4 million related to a global workforce reorganization plan to improve our cost structure, $ 2 million related to plans to reduce SAG headcount, $ 2 million related to the closure of Cooper Tire's Melksham, United Kingdom tire manufacturing facility ("Melksham"), and various other plans to reduce headcount and improve operating efficiency.
At September 30, 2025 and December 31, 2024, $ 248 million and $ 296 million were recorded in Other Current Liabilities in the Consolidated Balance Sheets, respectively.
The following table shows net rationalization charges included in Income (Loss) before Income Taxes:
Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Current Year Plans
Associate Severance and Other Related Costs $ 6 $ 6 $ 95 $ 29
Benefit Plan Curtailments/Settlements/Termination Benefits — — 4 —
Other Exit Costs 2 1 8 2
Current Year Plans - Net Charges $ 8 $ 7 $ 107 $ 31
Prior Year Plans
Associate Severance and Other Related Costs $ ( 2 ) $ ( 11 ) $ 11 $ ( 19 )
Other Exit Costs 15 15 43 40
Prior Year Plans - Net Charges $ 13 $ 4 $ 54 $ 21
Total Net Charges $ 21 $ 11 $ 161 $ 52
Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs, net $ 55 $ 25 $ 142 $ 119
Substantially all of the new charges for the three and nine months ended September 30, 2025 and 2024 relate to future cash outflows. Net current year plan charges for the three and nine months ended September 30, 2025 primarily relate to the plans approved during the first and second quarter of 2025 described above. Net current year plan charges for the nine months ended September 30, 2025 also include a $ 4 million termination benefits charge for one of our defined benefit pension plans related to headcount reductions at Danville. Net current year plan charges for the three months ended September 30, 2024 primarily relate to the plans to reduce SAG and manufacturing headcount. Net current year plan charges for the nine months ended September 30, 2024 also include the plan to open the shared service center in Costa Rica and the closure of our tire manufacturing facility in Malaysia.
Net prior year plan charges for the three months ended September 30, 2025 include $ 14 million related to the closures of Fulda and Fürstenwalde, $ 2 million related to plans to reduce SAG headcount, $ 1 million related to the closure of Melksham, $ 1 million related to our closure of certain retail and warehouse locations in Americas, and reversals of $ 5 million primarily related to voluntary attrition. Net prior year plan charges for the nine months ended September 30, 2025 include $ 44 million related to the closures of Fulda and Fürstenwalde, $ 7 million related to the rationalization and workforce reorganization plan in EMEA, $ 5 million related to plans to reduce SAG headcount, $ 3 million related to the closure of Melksham, $ 3 million related to our closure of certain retail and warehouse locations in Americas, and reversals of $ 14 million primarily related to voluntary attrition. Net prior year plan charges for the three months ended September 30, 2024 include $ 7 million related to the closures of Fulda and Fürstenwalde, $ 4 million related to the workforce reorganization plan in EMEA, $ 2 million related to the closure of Melksham, $ 1 million related to our closure of certain retail and warehouse locations in Americas, $ 1 million related to plans to reduce SAG headcount, $ 1 million related to the permanent closure of our Gadsden, Alabama tire manufacturing facility ("Gadsden"), and reversals of $ 12 million primarily related to voluntary attrition. Net prior year plan charges for the nine months ended September 30, 2024 include $ 15 million related to the closures of Fulda and Fürstenwalde, $ 9 million related to the closure of Melksham, $ 4 million related to the workforce reorganization plan in EMEA, $ 3 million related to a plan in Australia and New Zealand, $ 3 million related to the permanent closure of Gadsden, $ 3 million related to our closure of certain retail and warehouse locations in Americas, $ 2 million related to plans to reduce SAG headcount, $ 2 million related to the plan to streamline our EMEA distribution network, $ 1 million related to a plan in South Africa, $ 1 million related to the integration of Cooper Tire, and reversals of $ 25 million related to voluntary attrition.
Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs for both the three and nine months ended September 30, 2025 primarily relate to the announced closures of Fulda and Fürstenwalde, the proposed plan to close our manufacturing facility in South Africa, and the plan to reduce our production capacity at Danville.
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Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs for both the three and nine months ended September 30, 2024 primarily relate to plans to improve our cost structure through announced closures of our Fulda, Fürstenwalde and Malaysia tire manufacturing facilities, as well as the closure of a development center and warehouse in the U.S.
Ongoing rationalization plans had approximately $ 1,050 million in charges incurred prior to 2025 and have approximately $ 150 million in expected charges to be incurred in future periods.
Approximately 1,900 associates will be released under plans initiated in 2025, of which approximately 1,650 were released through September 30, 2025. In the first nine months of 2025, approximately 1,650 associates were released under plans initiated in prior years. Approximately 950 associates remain to be released under all ongoing rationalization plans.
NOTE 5. OTHER (INCOME) EXPENSE
Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Non-service related pension and other postretirement benefits cost
$ 90 $ 22 $ 139 $ 72
Financing fees and financial instruments expense
12 16 43 47
Net foreign currency exchange (gains) losses 6 — 12 ( 3 )
Interest income
( 9 ) ( 14 ) ( 27 ) ( 41 )
General and product liability expense - discontinued products
2 2 5 6
Royalty and other (income)
( 17 ) ( 5 ) ( 43 ) ( 16 )
Miscellaneous expense
7 15 18 30
$ 91 $ 36 $ 147 $ 95
Non-service related pension and other postretirement benefits cost consists primarily of the interest cost, expected return on plan assets and amortization components of net periodic cost, as well as curtailments and settlements which are not related to rationalization plans. Pension expense for the three and nine months ended September 30, 2025 includes pension settlement charges of $ 68 million and $ 72 million, respectively, resulting from total lump sum payments exceeding annual service and interest cost of the applicable plans. Pension expense for the nine months ended September 30, 2024 includes a pension settlement credit of $ 5 million related to a premium refund on the purchase of a group annuity contract for the Cooper Tire U.S. salaried defined benefit pension plan in 2023. For further information, refer to Note to the Consolidated Financial Statements No. 11, Pension, Savings and Other Postretirement Benefit Plans.
Net foreign currency exchange (gains) losses for the three and nine months ended September 30, 2025 includes a $ 5 million loss and a $ 17 million loss, respectively, related to the Turkish lira and a $ 1 million gain and a $ 5 million gain, respectively, related to the euro. Net foreign currency exchange (gains) losses for the three months ended September 30, 2024 includes a $ 5 million loss related to the Turkish lira and a $ 3 million loss related to the euro. Net foreign currency exchange (gains) losses for the nine months ended September 30, 2024 includes a $ 7 million loss related to the Turkish lira and a $ 2 million gain related to the euro.
Royalty and other income for the three and nine months ended September 30, 2025 includes $ 4 million and $ 17 million, respectively, primarily related to royalty income, and $ 13 million and $ 26 million, respectively, related to OTR transition license agreement royalty income and transition services income related to the sales of the OTR tire business and the Dunlop brand. Royalty and other income for the three and nine months ended September 30, 2024 is primarily related to royalty income.
Miscellaneous expense for the three and nine months ended September 30, 2025 includes transaction costs of $ 4 million and $ 7 million, respectively, primarily related to the sale of the Chemical Business. Miscellaneous expense for the three and nine months ended September 30, 2024 includes $ 11 million of transaction costs related to the sale of the OTR business. Miscellaneous (income) expense for the nine months ended September 30, 2024 also includes an $ 8 million loss related to the sale of receivables in Argentina.
Other (Income) Expense also includes financing fees and financial instruments expense, which consists of commitment fees and charges incurred in connection with financing transactions; interest income; and general and product liability expense - discontinued products, which consists of charges for claims against us related primarily to asbestos personal injury claims, net of probable insurance recoveries.
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NOTE 6. INCOME TAXES
For the third quarter of 2025, we recorded income tax expense of $ 1,464 million on loss before income taxes of $ 733 million. For the first nine months of 2025, we recorded income tax expense of $ 1,501 million on loss before income taxes of $ 297 million. Income tax expense for the three and nine months ended September 30, 2025 includes net discrete tax expense of $ 1,450 million and $ 1,446 million, respectively. Discrete tax expense for both periods was primarily related to the establishment of a full valuation allowance on our net deferred tax assets in the U.S.
For the third quarter of 2024, we recorded income tax expense of $ 9 million on loss before income taxes of $ 27 million. For the first nine months of 2024, we recorded income tax expense of $ 75 million on income before income taxes of $ 42 million. Income tax expense for the three and nine months ended September 30, 2024 includes net discrete tax expense of $ 7 million and $ 6 million, respectively.
We record taxes based on overall estimated annual effective tax rates. The difference between our effective tax rate and the U.S. statutory rate of 21 % for the three and nine months ended September 30, 2025 is mainly impacted by the establishment of a full valuation allowance on our net deferred tax assets of $ 1.4 billion in the U.S. The difference between our effective tax rate and the U.S. statutory rate of 21 % for the three and nine months ended September 30, 2024 primarily relates to losses in foreign jurisdictions in which no tax benefits are recorded and the discrete items noted above.
We consider both positive and negative evidence when measuring the need for a valuation allowance. The weight given to the evidence is commensurate with the extent to which it may be objectively verified. Current and cumulative financial reporting results are a source of objectively verifiable information. We give operating results during the most recent three-year period a significant weight in our analysis. We perform scheduling exercises to determine if sufficient taxable income of the appropriate character exists in the periods required in order to realize our deferred tax assets with limited lives (such as tax loss carryforwards and tax credits) prior to their expiration. We also consider prudent tax planning strategies (including an assessment of their feasibility) to accelerate taxable income if required to utilize expiring deferred tax assets. A valuation allowance is not required to the extent that, in our judgment, positive evidence exists with a magnitude and duration sufficient to result in a conclusion that it is more likely than not that our deferred tax assets will be realized.
In the U.S., we have a cumulative loss for the three-year period ending September 30, 2025 primarily driven by non-recurring items such as goodwill and intangible asset impairments, rationalization charges, pension curtailments and settlements, and one-time costs associated with the Goodyear Forward plan. For the quarter ended September 30, 2025, due to industry disruption and various macroeconomic factors such as the impact of tariff, transportation, labor and energy costs, our U.S. operating results and future forecasted U.S. earnings have declined. In addition, the One Big Beautiful Bill Act ("OBBBA") was enacted in the third quarter, which reinstates the business interest expense limitation. The reduction in current and expected future earnings in the third quarter, as a result of industry disruption, represents significant negative evidence in the assessment of the realizability of our deferred tax assets. We concluded that as of September 30, 2025, it is more likely than not that our U.S. net deferred tax assets will not be fully realized and recorded a non-cash charge of $ 1.4 billion to establish a full valuation allowance in the U.S. We intend to maintain a valuation allowance until sufficient positive evidence exists to support realization of these deferred tax assets.
At September 30, 2025 and December 31, 2024, we had approximately $ 1.4 billion and $ 1.3 billion, respectively, of U.S. federal, state and local net deferred tax assets, and related valuation allowances totaling $ 1.4 billion and $ 26 million, respectively. As of September 30, 2025, approximately $ 1.2 billion of these U.S. net deferred tax assets had unlimited lives and approximately $ 200 million had limited lives, and the majority do not start to expire until 2030. As of December 31, 2024, approximately $ 1.1 billion of these U.S. net deferred tax assets had unlimited lives and approximately $ 200 million had limited lives, and the majority do not start to expire until 2030.
At September 30, 2025 and December 31, 2024, we also had approximately $ 1.6 billion and $ 1.5 billion, respectively, of foreign net deferred tax assets and related valuation allowances of approximately $ 1.3 billion and $ 1.2 billion, respectively. Our losses in various foreign taxing jurisdictions in recent periods represented sufficient negative evidence to require us to maintain a full valuation allowance against certain of these net foreign deferred tax assets. Most notably, in Luxembourg, we maintain a valuation allowance of approximately $ 1.1 billion on all of our net deferred tax assets. Each reporting period, we assess available positive and negative evidence and estimate if sufficient future taxable income will be generated to utilize these existing deferred tax assets. We do not believe that sufficient positive evidence required to release valuation allowances on our foreign deferred tax assets having a significant impact on our financial position or results of operations will exist within the next twelve months.
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. We do not expect a material impact from OBBBA on our 2025 operating tax rates. We will continue to assess the impact on us as regulations develop in the future.
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The Organisation for Economic Co-operation and Development ("OECD") have published the Pillar Two model rules which adopt a global corporate minimum tax of 15 % for multinational enterprises with average revenue in excess of € 750 million. Certain jurisdictions in which we operate enacted legislation consistent with one or more of the OECD Pillar Two model rules effective in 2024. The model rules include minimum domestic top-up taxes, income inclusion rules, and undertaxed profit rules all aimed to ensure that multinational corporations pay a minimum effective corporate tax rate of 15 % in each jurisdiction in which they operate. We do not expect the Pillar Two model rules to materially impact our annual effective tax rate i n 2025. However, we are continuing to evaluate the Pillar Two model rules and related legislation and their potential impact on future periods.
For the nine months ended September 30, 2025, changes to our unrecognized tax benefits did not , and for the full year of 2025 are not expected to, have a significant impact on our financial position or results of operations.
We are open to examination in the United States from 2021 onward and in Germany from 2018 onward. Generally, for our remaining tax jurisdictions, years from 2020 onward are still open to examination.
Following an audit by the Internal Revenue Service ("IRS"), we received a Notice of Proposed Adjustment ("NOPA") during the second quarter of 2025 related to an intercompany sale of certain intellectual property in 2021. The IRS proposes to disallow income recognition totaling $ 1.5 billion associated with this transaction. The federal tax charge related to that income recognition was fully offset by the utilization of $ 315 million of then-existing deferred tax assets, including tax loss carryforwards and foreign tax credits.
We disagree with the IRS’s position as stated in the NOPA and plan to challenge the proposed adjustments through the established IRS administrative procedures. Based on the information currently available, we believe that it is more likely than not that our tax position will be sustained upon review; therefore, no changes have been made to our reserve for uncertain tax positions relating to the NOPA. In addition, our U.S. deferred tax assets are in a full valuation allowance as of September 30, 2025. The ultimate resolution of this matter is uncertain, and if the income recognition associated with the transaction is disallowed, we will not be able to use a portion of the deferred tax assets that we utilized to offset the related federal taxes.
NOTE 7. EARNINGS PER SHARE
Basic earnings per share are computed based on the weighted average number of common shares outstanding. Diluted earnings per share are calculated to reflect the potential dilution that could occur if securities or other contracts were exercised or converted into common stock.
Basic and diluted earnings per common share are calculated as follows:
Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions, except per share amounts) 2025 2024 2025 2024
Loss per share — basic:
Goodyear net income (loss) $ ( 2,195 ) $ ( 37 ) $ ( 1,826 ) $ ( 27 )
Weighted average shares outstanding 288 287 287 286
Loss per common share — basic
$ ( 7.62 ) $ ( 0.13 ) $ ( 6.35 ) $ ( 0.09 )
Loss per share — diluted:
Goodyear net income (loss) $ ( 2,195 ) $ ( 37 ) $ ( 1,826 ) $ ( 27 )
Weighted average shares outstanding 288 287 287 286
Dilutive effect of stock options and other dilutive securities — — — —
Weighted average shares outstanding — diluted 288 287 287 286
Loss per common share — diluted
$ ( 7.62 ) $ ( 0.13 ) $ ( 6.35 ) $ ( 0.09 )
Weighted average shares outstanding — diluted for both the three and nine months ended September 30, 2025 excludes the dilutive effect of approximately 2 million equivalent shares, and, for both the three and nine months ended September 30, 2024, excludes the dilutive effect of approximately 1 million equivalent shares and 2 million equivalent shares, respectively, related primarily to options with exercise prices less than the average market price of our common shares (i.e., "in-the-money" options) and unvested restricted stock units, as their inclusion would have been anti-dilutive due to the Goodyear net loss. Additionally, weighted average shares outstanding — diluted for both the three and nine months ended September 30, 2025 excludes approximately 3 million equivalent shares, and, for both the three and nine months ended September 30, 2024, excludes approximately 4 million equivalent shares and 1 million equivalent shares, respectively, related to options with exercise prices greater than the average market price of our common shares (i.e., "underwater" options).
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NOTE 8. BUSINESS SEGMENTS
Results of operations are measured based on net sales to unaffiliated customers and segment operating income. Each segment exports tires to other segments. The financial results of each segment exclude sales of tires exported to other segments, but include operating income derived from such transactions. Segment operating income is computed as follows: Net sales less Cost of Goods Sold ("CGS") (excluding asset write-offs and accelerated depreciation charges) and SAG (including certain allocated corporate administrative expenses). Segment operating income also includes certain royalties and equity in earnings of most affiliates. Segment operating income does not include net rationalization charges, asset sales, goodwill and other asset impairment charges, and certain other items.
The chief operating decision maker ("CODM") is the Chief Executive Officer. The CODM uses segment operating income to allocate resources (including employees, property, and financial or capital resources) for each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a monthly basis for the profit measure when making decisions about allocating capital and personnel to the segments. The CODM also uses segment operating income or loss for evaluating product pricing and to assess the performance for each segment by comparing the results and return on assets of each segment with one another and in the compensation of certain employees.
The following tables present segment sales, significant segment expenses and operating income, and the reconciliation of segment operating income to Income before Income Taxes:
Three Months Ended September 30, 2025
(In millions) Americas Europe, Middle East and Africa Asia Pacific Total
Net Sales $ 2,737 $ 1,407 $ 501 $ 4,645
Less:
Cost of Goods Sold 2,187 1,176 384 3,747
Selling, Administrative and General Expense 350 209 67 626
Other (income) (1)
( 6 ) ( 8 ) ( 1 ) ( 15 )
Segment Operating Income
$ 206 $ 30 $ 51 $ 287
Less:
Goodwill Impairment
674
Rationalizations (Note 4)
21
Interest expense
114
Other (income) expense (Note 5)
91
Net (gains) losses on asset sales 1
Asset write-offs, accelerated depreciation and accelerated lease costs, net (Note 4)
55
Corporate incentive compensation plans 8
Retained expenses of divested operations 5
Other (2)
51
Loss before Income Taxes
$ ( 733 )
(1) Primarily represents OTR transition license agreement royalty income, in addition to transition services income related to the sales of the OTR tire business and the Dunlop brand.
(2) Primarily represents unallocated corporate costs and the elimination of royalty and other income attributable to the strategic business units (“SBUs”).
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Three Months Ended September 30, 2024
(In millions) Americas Europe, Middle East and Africa Asia Pacific Total
Net Sales $ 2,858 $ 1,348 $ 618 $ 4,824
Less:
Cost of Goods Sold 2,274 1,123 472 3,869
Selling, Administrative and General Expense 336 202 74 612
Other (income) (1)
( 3 ) — — ( 3 )
Segment Operating Income
$ 251 $ 23 $ 72 $ 346
Less:
Intangible Asset Impairment
125
Rationalizations (Note 4)
11
Interest expense
135
Other (income) expense (Note 5) 36
Net (gains) losses on asset sales ( 1 )
Asset write-offs, accelerated depreciation and accelerated lease costs, net (Note 4)
25
Corporate incentive compensation plans 14
Retained expenses of divested operations 3
Other (2)
25
Loss before Income Taxes $ ( 27 )
(1) Primarily represents royalty income attributable to the SBUs.
(2) Primarily represents unallocated corporate costs and the elimination of royalty income attributable to the SBUs. Other also includes $ 14 million of costs related to the Goodyear Forward plan, primarily related to third-party consulting fees.
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Nine Months Ended September 30, 2025
(In millions) Americas Europe, Middle East and Africa Asia Pacific Total
Net Sales $ 7,901 $ 4,028 $ 1,434 $ 13,363
Less:
Cost of Goods Sold 6,376 3,411 1,102 10,889
Selling, Administrative and General Expense 1,043 633 198 1,874
Other (income) (1)
( 20 ) ( 16 ) ( 5 ) ( 41 )
Segment Operating Income
$ 502 $ — $ 139 $ 641
Less:
Goodwill Impairment
674
Rationalizations (Note 4)
161
Interest expense
341
Other (income) expense (Note 5) 147
Net (gains) losses on asset sales ( 700 )
Asset write-offs, accelerated depreciation and accelerated lease costs, net (Note 4)
142
Corporate incentive compensation plans 44
Retained expenses of divested operations 8
Other (2)
121
Loss before Income Taxes
$ ( 297 )
(1) Primarily represents OTR transition license agreement royalty income, in addition to transition services income related to the sales of the OTR tire business and the Dunlop brand.
(2) Primarily represents unallocated corporate costs and the elimination of royalty and other income attributable to the SBUs.
Nine Months Ended September 30, 2024
(In millions) Americas Europe, Middle East and Africa Asia Pacific Total
Net Sales $ 8,143 $ 3,974 $ 1,814 $ 13,931
Less:
Cost of Goods Sold 6,470 3,289 1,386 11,145
Selling, Administrative and General Expense 1,013 633 234 1,880
Other (income) (1)
( 11 ) ( 2 ) ( 1 ) ( 14 )
Segment Operating Income
$ 671 $ 54 $ 195 $ 920
Less:
Intangible Asset Impairment
125
Rationalizations (Note 4)
52
Interest expense
391
Other (income) expense (Note 5) 95
Net (gains) losses on asset sales ( 95 )
Asset write-offs, accelerated depreciation and accelerated lease costs, net (Note 4)
119
Corporate incentive compensation plans 50
Retained expenses of divested operations 11
Other (2)
130
Income before Income Taxes
$ 42
(1) Primarily represents royalty income attributable to the SBUs.
(2) Primarily represents unallocated corporate costs and the elimination of royalty income attributable to the SBUs. Other also includes $ 81 million of costs related to the Goodyear Forward plan, primarily related to third-party consulting fees.
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The following table presents segment assets at:
(In millions) September 30,
2025 December 31,
2024
Assets
Americas $ 11,357 $ 11,406
Europe, Middle East and Africa 5,559 4,514
Asia Pacific 2,234 2,610
Total Segment Assets $ 19,150 $ 18,530
Corporate (1)
1,072 2,391
$ 20,222 $ 20,921
(1) Corporate includes substantially all of our U.S. net deferred tax assets.
The following table presents geographic information. Net sales by country were determined based on the location of the selling subsidiary. Long-lived assets consist of property, plant and equipment. Management did not consider the net sales of any individual country outside the United States to be significant to the consolidated financial statements. For long-lived assets, only the United States and China were considered to be significant.
Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Net Sales
United States $ 2,262 $ 2,373 $ 6,548 $ 6,661
International 2,383 2,451 6,815 7,270
$ 4,645 $ 4,824 $ 13,363 $ 13,931
(In millions) September 30,
2025 December 31,
2024
Long-Lived Assets
United States $ 3,523 $ 3,688
China 648 676
Other international 3,733 3,718
$ 7,904 $ 8,082
Goodwill and intangible asset impairment, as described in Notes to the Consolidated Financial Statements No. 1, Accounting Policies; rationalizations, as described in Note to the Consolidated Financial Statements No. 4, Costs Associated with Rationalization Programs; net (gains) losses on asset sales, as described in Note to the Consolidated Financial Statements No. 2, Divestitures; and asset write-offs and accelerated depreciation were not charged (credited) to the SBUs for performance evaluation purposes but were attributable to the SBUs as follows:
Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Goodwill and Intangible Asset Impairment
Americas $ 674 $ 125 $ 674 $ 125
Total Segment Goodwill and Intangible Asset Impairment $ 674 $ 125 $ 674 $ 125
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Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Rationalizations
Americas $ 4 $ 5 $ 76 $ 20
Europe, Middle East and Africa 16 ( 2 ) 71 8
Asia Pacific — 1 1 14
Total Segment Rationalizations $ 20 $ 4 $ 148 $ 42
Corporate 1 7 13 10
$ 21 $ 11 $ 161 $ 52
Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Net (Gains) Losses on Asset Sales
Americas $ ( 3 ) $ — $ ( 4 ) $ ( 14 )
Europe, Middle East and Africa — — — ( 80 )
Asia Pacific — ( 1 ) ( 55 ) ( 1 )
Total Segment (Gains) Losses on Asset Sales $ ( 3 ) $ ( 1 ) $ ( 59 ) $ ( 95 )
Corporate 4 — ( 641 ) —
$ 1 $ ( 1 ) $ ( 700 ) $ ( 95 )
Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Asset Write-Offs, Accelerated Depreciation, and Accelerated Lease Costs, net
Americas $ 20 $ 1 $ 62 $ 11
Europe, Middle East and Africa 33 17 75 50
Asia Pacific 2 7 5 37
Total Segment Asset Write-Offs, Accelerated Depreciation, and Accelerated Lease Costs, net $ 55 $ 25 $ 142 $ 98
Corporate — — — 21
$ 55 $ 25 $ 142 $ 119
The following tables present segment capital expenditures and depreciation and amortization:
Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Capital Expenditures
Americas $ 117 $ 187 $ 444 $ 596
Europe, Middle East and Africa 30 59 122 206
Asia Pacific 24 27 68 87
Total Segment Capital Expenditures $ 171 $ 273 $ 634 $ 889
Corporate 12 5 15 23
$ 183 $ 278 $ 649 $ 912
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Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Depreciation and Amortization
Americas $ 152 $ 139 $ 468 $ 441
Europe, Middle East and Africa 78 70 227 208
Asia Pacific 30 35 90 120
Total Segment Depreciation and Amortization $ 260 $ 244 $ 785 $ 769
Corporate 9 10 28 31
$ 269 $ 254 $ 813 $ 800
The following table presents segment equity in the net (income) loss of investees accounted for by the equity method:
Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Equity in (Income) Loss
Americas $ 2 $ 5 $ 28 $ 24
Europe, Middle East and Africa — — ( 1 ) ( 1 )
Asia Pacific ( 4 ) ( 3 ) ( 11 ) ( 7 )
Total Segment Equity in (Income) Loss
$ ( 2 ) $ 2 $ 16 $ 16
NOTE 9. FINANCING ARRANGEMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS
At September 30, 2025, we had total credit arrangements of $ 10,545 million, of which $ 2,547 million were unused. At that date, approximately 38 % of our debt was at variable interest rates averaging 5.99 %.
Notes Payable and Overdrafts, Long Term Debt and Finance Leases due Within One Year and Short Term Financing Arrangements
At September 30, 2025, we had short term committed and uncommitted credit arrangements totaling $ 839 million, of which $ 228 million were unused. These arrangements are available primarily to certain of our foreign subsidiaries through various banks at quoted market interest rates.
The following table presents amounts due within one year:
(In millions) September 30,
2025 December 31,
2024
Chinese credit facilities $ 89 $ 66
Other foreign and domestic debt 484 492
Notes Payable and Overdrafts $ 573 $ 558
Weighted average interest rate 7.72 % 8.00 %
Chinese credit facilities $ 85 $ 81
9.5 % Notes due 2025
— 500
Other foreign and domestic debt (including finance leases) 134 251
Long Term Debt and Finance Leases due Within One Year $ 219 $ 832
Weighted average interest rate 4.75 % 8.46 %
Total obligations due within one year $ 792 $ 1,390
Long Term Debt and Finance Leases and Financing Arrangements
At September 30, 2025, we had long term credit arrangements totaling $ 9,706 million, of which $ 2,319 million were unused.
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The following table presents long term debt and finance leases, net of unamortized discounts, and interest rates:
September 30, 2025 December 31, 2024
(In millions) Amount Interest
Rate Amount Interest
Rate
Notes:
9.5 % due 2025
$ — $ 500
5 % due 2026
— 900
4.875 % due 2027
700 700
7.625 % due 2027
122 124
7 % due 2028
150 150
2.75 % Euro Notes due 2028
470 416
5 % due 2029
850 850
6.625 % due 2030
500 —
5.25 % due April 2031
550 550
5.25 % due July 2031
600 600
5.625 % due 2033
450 450
Credit Facilities:
First lien revolving credit facility due 2030
1,325 5.43 % 700 5.86 %
European revolving credit facility due 2028
446 3.42 % — —
Pan-European accounts receivable facility 242 3.91 % 227 4.83 %
Mexican credit facility 200 5.99 % 200 7.36 %
Chinese credit facilities 186 2.32 % 147 2.50 %
Other foreign and domestic debt (1)
458 8.49 % 480 7.39 %
7,249 6,994
Unamortized deferred financing fees ( 28 ) ( 31 )
7,221 6,963
Finance lease obligations (2)
262 261
7,483 7,224
Less portion due within one year ( 219 ) ( 832 )
$ 7,264 $ 6,392
(1) Interest rates are weighted average interest rates primarily related to various foreign credit facilities with customary terms and conditions.
(2) Includes $ 1 million of non-cash financing additions during the nine months ended September 30, 2025, and $ 2 million of non-cash financing additions during the twelve months ended December 31, 2024.
NOTES
At September 30, 2025, we had $ 4,392 million of outstanding notes, compared to $ 5,240 million at December 31, 2024.
$ 500 million 9.5 % Senior Notes due 2025
On February 19, 2025, we redeemed our remaining $ 500 million 9.5 % senior notes due 2025 at a redemption price equal to 100 % of the principal amount redeemed plus accrued and unpaid interest.
$ 500 million 6.625 % Senior Notes due 2030
On June 3, 2025, we issued $ 500 million in aggregate principal amount of 6.625 % senior notes due 2030. These notes were sold at 100 % of the principal amount and will mature on July 15, 2030. These notes are unsecured senior obligations and are guaranteed by our U.S. and Canadian subsidiaries that also guarantee our obligations under our U.S. first lien revolving credit facility described below.
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We have the option to redeem these notes, in whole or in part, at any time on or after July 15, 2027 at a redemption price of 103.313 %, 101.656 % and 100 % during the 12-month periods commencing on July 15, 2027, 2028 and 2029 and thereafter, respectively, plus accrued and unpaid interest to the redemption date. Prior to July 15, 2027, we may redeem these notes, in whole or in part, at a redemption price equal to 100 % of the principal amount plus a make-whole premium and accrued and unpaid interest to the redemption date. In addition, prior to July 15, 2027, we may redeem up to 35 % of the original aggregate principal amount of these notes from the net cash proceeds of certain equity offerings at a redemption price equal to 106.625 % of the principal amount plus accrued and unpaid interest to the redemption date.
The terms of the indenture for these notes, among other things, limit our ability and the ability of certain of our subsidiaries to (i) incur certain liens, (ii) engage in sale and leaseback transactions, and (iii) consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. These covenants are subject to significant exceptions and qualifications.
$ 900 million 5 % Senior Notes due 2026
On June 30, 2025, we redeemed $ 400 million of our 5 % senior notes due 2026 at a redemption price equal to 100 % of the principal amount redeemed plus accrued and unpaid interest. On July 3, 2025, we redeemed the remaining $ 500 million of our 5 % senior notes due 2026 at a redemption price equal to 100 % of the principal amount redeemed plus accrued and unpaid interest. We used the net proceeds from the 6.625 % senior notes described above, together with cash and cash equivalents, to redeem these notes.
CREDIT FACILITIES
$ 2.75 billion Amended and Restated First Lien Revolving Credit Facility due 2030
On May 19, 2025, we amended and restated our U.S. first lien revolving credit facility. The principal change to the facility was the extension of its maturity from June 8, 2026 to May 19, 2030. The interest rate for loans under the facility remained at SOFR plus 125 basis points, based on our current liquidity as described below.
Our amended and restated first lien revolving credit facility is available in the form of loans or letters of credit. Up to $ 800 million in letters of credit and $ 50 million of swingline loans are available for issuance under the facility. Subject to the consent of the lenders whose commitments are to be increased, we may request that the facility be increased by up to $ 250 million.
Our obligations under the facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries. Our obligations under the facility and our subsidiaries' obligations under the related guarantees are secured by first priority security interests in a variety of collateral. Availability under the facility is subject to a borrowing base, which is based on (i) eligible accounts receivable and inventory of The Goodyear Tire & Rubber Company and certain of its U.S. and Canadian subsidiaries, (ii) the greater of 50 % of the appraised value, if any, of our principal trademarks or $ 400 million, (iii) the value of eligible machinery and equipment, and (iv) certain cash in an amount not to exceed $ 275 million. To the extent that our eligible accounts receivable, inventory and other components of the borrowing base decline in value, our borrowing base will decrease and the availability under the facility may decrease below $ 2.75 billion. As of September 30, 2025, our borrowing base was above the facility's stated amount of $ 2.75 billion.
The facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition since December 31, 2024. The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.
If Available Cash (as defined in the facility) plus the average quarterly availability under the facility is greater than 25 % of the total commitments under the facility, amounts drawn under the facility will bear interest, at our option, at (i) 125 basis points over SOFR or (ii) 25 basis points over an alternate base rate (the higher of (a) the prime rate, (b) the federal funds effective rate or the overnight bank funding rate plus 50 basis points or (c) SOFR plus 100 basis points). If Available Cash plus the average quarterly availability under the facility is equal to or less than 25 % of the total commitments under the facility, then amounts drawn under the facility will bear interest, at our option, at (i) 150 basis points over SOFR or (ii) 50 basis points over an alternate base rate. Based on our current liquidity, amounts drawn under this facility bear interest at SOFR plus 125 basis points. Undrawn amounts under the facility are subject to an annual commitment fee of 25 basis points.
At September 30, 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.
€ 800 million Amended and Restated Senior Secured European Revolving Credit Facility due 2028
The European revolving credit facility matures on January 14, 2028 and consists of (i) a € 180 million German tranche that is available only to Goodyear Germany GmbH and (ii) a € 620 million all-borrower tranche that is available to Goodyear Europe B.V. ("GEBV"), Goodyear Germany and Goodyear Operations S.A. Up to € 175 million of swingline loans and € 75 million in letters of credit are available for issuance under the all-borrower tranche. Subject to the consent of the lenders whose
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commitments are to be increased, we may request that the facility be increased by up to € 200 million. Amounts drawn under this facility will bear interest at SOFR plus 150 basis points for loans denominated in U.S. dollars, EURIBOR plus 150 basis points for loans denominated in euros, and SONIA plus 150 basis points for loans denominated in pounds sterling. Undrawn amounts under the facility are subject to an annual commitment fee of 25 basis points.
GEBV and certain of its subsidiaries in the United Kingdom, Luxembourg, France and Germany provide guarantees to support the facility. The German guarantors secure the German tranche on a first-lien basis and the all-borrower tranche on a second-lien basis. GEBV and its other subsidiaries that provide guarantees secure the all-borrower tranche on a first-lien basis and generally do not provide collateral support for the German tranche. The Company and its U.S. and Canadian subsidiaries that guarantee our U.S. first lien revolving credit facility described above also provide unsecured guarantees in support of the facility.
The facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition since December 31, 2021. The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.
At September 30, 2025, there were $ 235 million (€ 200 million) of borrowings outstanding under the all-borrower tranche, $ 211 million (€ 180 million) of borrowings outstanding under the German tranche, and no letters of credit outstanding under the European revolving credit facility. At December 31, 2024, we had no borrowings and no letters of credit outstanding under the European revolving credit facility.
Accounts Receivable Securitization Facilities (On-Balance Sheet)
On October 10, 2025, GEBV and certain other of our European subsidiaries amended and restated our pan-European accounts receivable securitization facility. The principal change to the facility was the extension of its maturity from October 19, 2027 to October 18, 2032. The terms of the facility provide the flexibility to designate annually the maximum amount of funding available under the facility in an amount of not less than € 30 million and not more than € 450 million. For the period from October 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. These subsidiaries retain servicing responsibilities. Utilization under this facility is based on eligible receivable balances.
The funding commitments under the facility will expire upon the earliest to occur of: (a) October 18, 2032, (b) the non-renewal and expiration (without substitution) of all of the back-up liquidity commitments, (c) the early termination of the facility according to its terms (generally upon an Early Amortisation Event (as defined in the facility), which includes, among other things, events similar to the events of default under our first lien revolving credit facility; certain tax law changes; or certain changes to law, regulation or accounting standards), or (d) our request for early termination of the facility. The facility’s current back-up liquidity commitments will expire in October 2027.
The facility has customary representations, warranties, covenants and Early Amortisation Events. In addition, it is an Early Amortisation Event under the facility if GEBV’s ratio of Consolidated Net GEBV Indebtedness to Consolidated GEBV EBITDA for a period of four consecutive fiscal quarters is greater than 3.0 to 1.0 at the end of any fiscal quarter. This financial covenant is substantially similar to the covenant included in our European revolving credit facility.
At September 30, 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). The program does not qualify for sale accounting, and accordingly, these amounts are included in Long Term Debt and Finance Leases.
For a description of the collateral securing the credit facilities described above as well as the covenants applicable to them, refer to Note to the Consolidated Financial Statements No. 15, Financing Arrangements and Derivative Financial Instruments, in our 2024 Form 10-K.
Accounts Receivable Factoring Facilities (Off-Balance Sheet)
We have sold certain of our trade receivables under off-balance sheet programs. For these programs, we have concluded that there is generally no risk of loss to us from non-payment of the sold receivables. At September 30, 2025, the gross amount of receivables sold was $ 752 million, compared to $ 773 million at December 31, 2024.
Supplier Financing
We have entered into supplier finance programs with several financial institutions. Under these programs, the financial institutions act as our paying agents with respect to accounts payable due to our suppliers. We agree to pay the financial institutions the stated amount of the confirmed invoices from the designated suppliers on the original due dates of the invoices. Invoice payment terms can be up to 120 days based on industry norms for the specific item purchased. We do not pay any fees to the financial institutions and we do not pledge any assets as security or provide other forms of guarantees for these programs. These programs allow our suppliers to sell their receivables to the financial institutions at the sole discretion of the suppliers
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and the financial institutions on terms that are negotiated among them. We are not always notified when our suppliers sell receivables under these programs. Our obligations to our suppliers, including the amounts due and scheduled payment dates, are not impacted by our suppliers’ decisions to sell their receivables under these programs. The amounts available under these programs were $ 902 million and $ 775 million at September 30, 2025 and December 31, 2024, respectively. The amounts confirmed to the financial institutions were $ 587 million and $ 604 million at September 30, 2025 and December 31, 2024, respectively, and are included in Accounts Payable — Trade in our Consolidated Balance Sheets. All activity related to these obligations is presented within operating activities on the Consolidated Statements of Cash Flows.
Other Foreign Credit Facilities
A Mexican subsidiary and a U.S. subsidiary have a revolving credit facility in Mexico. At September 30, 2025 and December 31, 2024, the amounts available and utilized under this facility were $ 200 million. The facility matures on November 22, 2026, has covenants relating to the Mexican and U.S. subsidiaries and has customary representations and warranties and defaults relating to the Mexican and U.S. subsidiaries' ability to perform their respective obligations under the facility.
Our Chinese subsidiaries have several financing arrangements in China. These facilities contain covenants relating to these Chinese subsidiaries and have customary representations and warranties and defaults relating to these Chinese subsidiaries' ability to perform their respective obligations under these facilities. These facilities are also available for other off-balance sheet utilization, such as letters of credit and bank acceptances.
The following table presents the total amounts available and utilized under the Chinese financing arrangements:
(In millions) September 30,
2025 December 31,
2024
Total available $ 917 $ 817
Amounts utilized:
Notes Payable and Overdrafts $ 89 $ 66
Long Term Debt due Within One Year 85 81
Long Term Debt 101 66
Letters of credit, bank acceptances and other utilization 168 104
Total utilized $ 443 $ 317
Maturities 10/25-8/28
1/25-8/28
Certain of these facilities can only be used to finance the expansion of our manufacturing facilities in China and the unused amount available under these facilities was $ 31 million at both September 30, 2025 and December 31, 2024.
DERIVATIVE FINANCIAL INSTRUMENTS
We utilize derivative financial instrument contracts and nonderivative instruments to manage interest rate, foreign exchange and commodity price risks. We have established a control environment that includes policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. We do not hold or issue derivative financial instruments for trading purposes.
Foreign Currency Contracts
We enter into foreign currency contracts in order to manage the impact of changes in foreign exchange rates on our consolidated results of operations and future foreign currency-denominated cash flows. These contracts may be used to reduce exposure to currency movements affecting existing foreign currency-denominated assets, liabilities, firm commitments and forecasted transactions resulting primarily from trade purchases and sales, equipment acquisitions, intercompany loans and royalty agreements. Contracts hedging short term trade receivables and payables normally have no hedging designation.
The following table presents the fair values for foreign currency hedge contracts that do not meet the criteria to be accounted for as cash flow hedging instruments:
(In millions) September 30,
2025 December 31,
2024
Fair Values — Current asset (liability):
Accounts receivable $ 5 $ 28
Other current liabilities ( 27 ) ( 3 )
At September 30, 2025 and December 31, 2024, these outstanding foreign currency derivatives had notional amounts of $ 2,357 million and $ 1,779 million, respectively, and were primarily related to intercompany loans. Other (Income) Expense included
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net transaction gains on derivatives of $ 4 million and losses of $ 102 million for the three and nine months ended September 30, 2025, respectively. Other (Income) Expense included net transaction losses on derivatives of $ 35 million and gains of $ 11 million for the three and nine months ended September 30, 2024, respectively. These amounts were substantially offset in Other (Income) Expense by the effect of changing exchange rates on the underlying currency exposures.
At September 30, 2025 and December 31, 2024, we did not have any open foreign currency hedge contracts that meet the criteria to be accounted for as cash flow hedging instruments.
We enter into master netting agreements with counterparties. The amounts eligible for offset under the master netting agreements are not material and we have elected a gross presentation of foreign currency contracts in the Consolidated Balance Sheets.
The following table presents the classification of changes in fair values of foreign currency contracts that meet the criteria to be accounted for as cash flow hedging instruments (before tax and minority):
Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Amount of gains (losses) deferred to Accumulated Other Comprehensive Loss ("AOCL")
$ — $ — $ — $ —
Reclassification adjustment for amounts recognized in CGS — — — 1
No net deferred losses at September 30, 2025 are expected to be reclassified to earnings within the next twelve months.
The counterparties to our foreign currency contracts were considered by us to be substantial and creditworthy financial institutions that were recognized market makers at the time we entered into those contracts. We seek to control our credit exposure to these counterparties by diversifying across multiple counterparties, by setting counterparty credit limits based on long term credit ratings and other indicators of counterparty credit risk such as credit default swap spreads and default probabilities, and by monitoring the financial strength of these counterparties on a regular basis. We also enter into master netting agreements with counterparties when possible. By controlling and monitoring exposure to counterparties in this manner, we believe that we effectively manage the risk of loss due to nonperformance by a counterparty. However, the inability of a counterparty to fulfill its contractual obligations to us could have a material adverse effect on our liquidity, financial position or results of operations in the period in which it occurs.
NOTE 10. FAIR VALUE MEASUREMENTS
The following table presents information about assets and liabilities recorded at fair value on the Consolidated Balance Sheets at September 30, 2025 and December 31, 2024:
Total Carrying Value
in the
Consolidated
Balance Sheets Quoted Prices in Active
Markets for Identical
Assets/Liabilities
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
(In millions) 2025 2024 2025 2024 2025 2024 2025 2024
Assets:
Investments $ 13 $ 16 $ 13 $ 16 $ — $ — $ — $ —
Foreign Exchange Contracts 5 28 — — 5 28 — —
Total Assets at Fair Value $ 18 $ 44 $ 13 $ 16 $ 5 $ 28 $ — $ —
Liabilities:
Foreign Exchange Contracts $ 27 $ 3 $ — $ — $ 27 $ 3 $ — $ —
Total Liabilities at Fair Value $ 27 $ 3 $ — $ — $ 27 $ 3 $ — $ —
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The following table presents supplemental fair value information about long term fixed rate and variable rate debt, excluding finance leases, at September 30, 2025 and December 31, 2024:
(In millions) September 30,
2025 December 31,
2024
Fixed Rate Debt: (1)
Carrying amount — liability $ 4,504 $ 5,367
Fair value — liability 4,393 5,076
Variable Rate Debt: (1)
Carrying amount — liability $ 2,717 $ 1,600
Fair value — liability 2,652 1,590
(1) Excludes Notes Payable and Overdrafts of $ 573 million and $ 558 million at September 30, 2025 and December 31, 2024, respectively, of which $ 268 million and $ 241 million, respectively, are at fixed rates and $ 305 million and $ 317 million, respectively, are at variable rates. The carrying value of Notes Payable and Overdrafts approximates fair value due to the short term nature of the facilities.
Long term debt with fair values of $ 4,253 million and $ 4,921 million at September 30, 2025 and December 31, 2024, respectively, were estimated using quoted Level 1 market prices. The carrying value of the remaining long term debt approximates fair value since the terms of the financing arrangements are similar to terms that could be obtained under current lending market conditions.
NOTE 11. PENSION, SAVINGS AND OTHER POSTRETIREMENT BENEFIT PLANS
We provide employees with defined benefit pension or defined contribution savings plans.
Defined benefit pension cost follows:
U.S. U.S.
Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Service cost $ 1 $ 2 $ 4 $ 6
Interest cost 40 44 121 131
Expected return on plan assets ( 50 ) ( 52 ) ( 151 ) ( 156 )
Amortization of net losses 24 24 71 72
Net periodic pension cost $ 15 $ 18 $ 45 $ 53
Net curtailments/settlements/termination benefits 68 — 76 ( 5 )
Total defined benefit pension cost $ 83 $ 18 $ 121 $ 48
Non-U.S. Non-U.S.
Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Service cost $ 4 $ 5 $ 12 $ 14
Interest cost 26 26 76 79
Expected return on plan assets ( 24 ) ( 23 ) ( 70 ) ( 68 )
Amortization of prior service cost — — 1 1
Amortization of net losses 6 5 16 15
Net periodic pension cost $ 12 $ 13 $ 35 $ 41
Net curtailments/settlements/termination benefits — — 1 —
Total defined benefit pension cost $ 12 $ 13 $ 36 $ 41
Service cost is recorded in CGS or SAG. Other components of net periodic pension cost are recorded in Other (Income) Expense. Net curtailments, settlements and termination benefits, if any, are recorded in Other (Income) Expense or Rationalizations if related to a rationalization plan.
In the third quarter and first nine months of 2025, pension settlement charges of $ 68 million and $ 72 million, respectively, were recorded in Other (Income) Expense. The settlement charges resulted from total lump sums exceeding annual service and
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interest cost of the applicable plans, including $ 68 million in the third quarter from the offer of lump sum payments over a limited time to certain active and former employees in the U.S. salaried defined benefit pension plan. In addition, in the first nine months of 2025, pension termination benefits charges of $ 4 million and $ 1 million were recorded related to the exit of employees under an approved rationalization plan and the sale of the OTR tire business, respectively.
In the first nine months of 2024, a pension settlement credit of $ 5 million was recorded in Other (Income) Expense. The settlement credit resulted from a premium refund related to the purchase of a group annuity contract for the Cooper Tire U.S. salaried defined benefit pension plan in 2023.
We also provide certain U.S. employees and employees at certain non-U.S. subsidiaries with health care benefits or life insurance benefits upon retirement. Other postretirement benefits (income) expense for three months ended September 30, 2025 and 2024 was $( 1 ) million and $ 1 million, respectively, and for the nine months ended September 30, 2025 and 2024 was $( 1 ) million and $ 5 million, respectively.
We expect to contribute $ 20 million to $ 30 million to our funded non-U.S. pension plans in 2025. For the three and nine months ended September 30, 2025, we contributed $ 8 million and $ 21 million, respectively, to our non-U.S. plans.
The expense recognized for our contributions to defined contribution savings plans for the three months ended September 30, 2025 and 2024 was $ 30 million and $ 34 million, respectively, and for the nine months ended September 30, 2025 and 2024 was $ 92 million and $ 104 million, respectively.
NOTE 12. STOCK COMPENSATION PLANS
Our Board of Directors granted 2.1 million restricted stock units and 1.0 million performance share units during the nine months ended September 30, 2025 under our stock compensation plans. We measure the fair value of grants of restricted stock units and performance share units based primarily on the closing market price of a share of our common stock on the date of the grant, modified as appropriate to take into account the features of such grants. The weighted average fair value per share was $ 9.73 for restricted stock units and $ 9.31 for performance share units granted during the nine months ended September 30, 2025.
We recognized stock-based compensation expense of $ 6 million and $ 17 million during the three and nine months ended September 30, 2025, respectively. At September 30, 2025, unearned compensation cost related to the unvested portion of all stock-based awards was approximately $ 23 million and is expected to be recognized over the remaining vesting period of the respective grants, through the third quarter of 2028. We recognized stock-based compensation expense of $ 6 million and $ 15 million during the three and nine months ended September 30, 2024, respectively.
NOTE 13. COMMITMENTS AND CONTINGENT LIABILITIES
Environmental Matters
We have recorded liabilities totaling $ 77 million and $ 81 million at September 30, 2025 and December 31, 2024, respectively, for anticipated costs related to various environmental matters, primarily the remediation of numerous waste disposal sites and certain properties sold by us. Of these amounts, $ 20 million and $ 24 million were included in Other Current Liabilities at September 30, 2025 and December 31, 2024, respectively. The costs include legal and consulting fees, site studies, the design and implementation of remediation plans, post-remediation monitoring and related activities, and will be paid over several years. The amount of our ultimate liability in respect of these matters may be affected by several uncertainties, primarily the ultimate cost of required remediation and the extent to which other responsible parties contribute. We have limited potential insurance coverage for future environmental claims.
Since many of the remediation activities related to environmental matters vary substantially in duration and cost from site to site and the associated costs for each vary depending on the mix of unique site characteristics, in some cases we cannot reasonably estimate a range of possible losses. Although it is not possible to estimate with certainty the outcome of all of our environmental matters, management believes that potential losses in excess of current reserves for environmental matters, individually and in the aggregate, will not have a material adverse effect on our financial position, cash flows or results of operations.
Workers’ Compensation
We have recorded liabilities, on a discounted basis, totaling $ 161 million and $ 158 million for anticipated costs related to workers’ compensation at September 30, 2025 and December 31, 2024, respectively. Of these amounts, $ 28 million and $ 31 million were included in Other Current Liabilities as part of Compensation and Benefits at September 30, 2025 and December 31, 2024, respectively. The costs include an estimate of expected settlements on pending claims, defense costs and a provision for claims incurred but not reported. These estimates are based on our assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and current cost trends. The amount of our ultimate liability in respect of these matters may differ from these estimates. We periodically, and at least annually, update
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our loss development factors based on actuarial analyses. At September 30, 2025 and December 31, 2024, the liability was discounted using a risk-free rate of return. At September 30, 2025, we estimate that it is reasonably possible that the liability could exceed our recorded amounts by approximately $ 25 million.
General and Product Liability and Other Litigation
We have recorded liabilities for both asserted and unasserted claims totaling $ 409 million and $ 406 million, including related legal fees expected to be incurred, for potential product liability and other tort claims, including asbestos claims, at September 30, 2025 and December 31, 2024, respectively. Of these amounts, $ 81 million and $ 60 million were included in Other Current Liabilities at September 30, 2025 and December 31, 2024, respectively. The amounts recorded were estimated based on an assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and, where available, recent and current trends. Based upon that assessment, at September 30, 2025, we do not believe that estimated reasonably possible losses associated with general and product liability claims in excess of the amounts recorded will have a material adverse effect on our financial position, cash flows or results of operations. However, the amount of our ultimate liability in respect of these matters may differ from these estimates.
We have recorded an indemnification asset within Accounts Receivable of $ 4 million and within Other Assets of $ 2 million for SRI's obligation to indemnify us for certain product liability claims related to products manufactured by a formerly consolidated joint venture entity, subject to certain caps and restrictions.
Asbestos. We are a defendant in numerous lawsuits alleging various asbestos-related personal injuries purported to result from alleged exposure to asbestos in certain products manufactured by us or present in certain of our facilities. Typically, these lawsuits have been brought against multiple defendants in state and federal courts. To date, we have disposed of approximately 164,800 claims by defending, obtaining the dismissal thereof, or entering into a settlement. The sum of our accrued asbestos-related liability and gross payments to date, including legal costs, by us and our insurers totaled approximately $ 601 million through September 30, 2025 and $ 589 million through December 31, 2024.
A summary of recent approximate asbestos claims activity follows. Because claims are often filed and disposed of by settlement or dismissal in large numbers, the amount and timing of filings, settlements and dismissals and the number of open claims during a particular period can fluctuate significantly.
(Dollars in millions) Nine Months Ended September 30, 2025 Year Ended
December 31, 2024
Pending claims, beginning of period 35,400 35,800
New claims filed 600 900
Claims settled/dismissed ( 3,600 ) ( 1,300 )
Pending claims, end of period 32,400 35,400
Payments (1)
$ 11 $ 14
(1) Represents cash payments made during the period by us and our insurers for asbestos litigation defense and claim resolution.
We periodically, and at least annually, review our existing reserves for pending claims, including a reasonable estimate of the liability associated with unasserted asbestos claims, and estimate our receivables from probable insurance recoveries. We recorded gross liabilities for both asserted and unasserted claims, inclusive of defense costs, totaling $ 116 million and $ 115 million at September 30, 2025 and December 31, 2024, respectively. In determining the estimate of our asbestos liability, we evaluated claims over the next ten-year period. Due to the difficulties in making these estimates, analysis based on new data and/or a change in circumstances arising in the future may result in an increase in the recorded obligation, and that increase could be significant.
We maintain certain primary and excess insurance coverage under coverage-in-place agreements, and also have additional excess liability insurance with respect to asbestos liabilities. After consultation with our outside legal counsel and giving consideration to agreements with certain of our insurance carriers, the financial viability and legal obligations of our insurance carriers and other relevant factors, we determine an amount we expect is probable of recovery from such carriers. We record a receivable with respect to such policies when we determine that recovery is probable and we can reasonably estimate the amount of a particular recovery.
We recorded an insurance receivable related to asbestos claims of $ 64 million and $ 63 million at September 30, 2025 and December 31, 2024, respectively. We expect that approximately 55 % of asbestos claim related losses would be recoverable through insurance during the ten-year period covered by the estimated liability. Of these amounts, $ 11 million was included in Current Assets as part of Accounts Receivable at both September 30, 2025 and December 31, 2024. The recorded receivable consists of an amount we expect to collect under coverage-in-place agreements with certain primary and excess insurance carriers as well as an amount we believe is probable of recovery from certain of our other excess insurance carriers.
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We believe that, at December 31, 2024, we had approximately $ 520 million in excess level policy limits applicable to indemnity and defense costs for asbestos products claims under coverage-in-place agreements. We also had additional unsettled excess level policy limits potentially applicable to such costs. In addition, we had coverage under certain primary policies for indemnity and defense costs for asbestos products claims under remaining aggregate limits pursuant to a coverage-in-place agreement, as well as coverage for indemnity and defense costs for asbestos premises claims pursuant to coverage-in-place agreements.
With respect to both asserted and unasserted claims, it is reasonably possible that we may incur a material amount of cost in excess of the current reserve; however, such amounts cannot be reasonably estimated. Coverage under insurance policies is subject to varying characteristics of asbestos claims including, but not limited to, the type of claim (premise vs. product exposure), alleged date of first exposure to our products or premises and disease alleged. Recoveries may also be limited by insurer insolvencies or financial difficulties. Depending upon the nature of these characteristics or events, as well as the resolution of certain legal issues, some portion of the insurance may not be accessible by us.
Other Actions
We are currently a party to various claims, indirect tax assessments and legal proceedings in addition to those noted above. If management believes that a loss arising from these matters is probable and can reasonably be estimated, we record the amount of the loss, or the minimum estimated liability when the loss is estimated using a range and no point within the range is more probable than another. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary. Based on currently available information, management believes that the ultimate outcome of these matters, individually and in the aggregate, will not have a material adverse effect on our financial position or overall trends in results of operations.
Our recorded liabilities and estimates of reasonably possible losses for the contingent liabilities described above are based on our assessment of potential liability using the information available to us at the time and, where applicable, any past experience and recent and current trends with respect to similar matters. Our contingent liabilities are subject to inherent uncertainties, and unfavorable judicial or administrative decisions could occur which we did not anticipate. Such an unfavorable decision could include monetary damages, fines or other penalties or an injunction prohibiting us from taking certain actions or selling certain products. If such an unfavorable decision were to occur, it could result in a material adverse impact on our financial position and results of operations in the period in which the decision occurs or in future periods.
Income Tax Matters
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We also recognize income tax benefits to the extent that it is more likely than not that our positions will be sustained when challenged by the taxing authorities. We derecognize income tax benefits when based on new information we determine that it is no longer more likely than not that our position will be sustained. To the extent we prevail in matters for which liabilities have been established, or determine we need to derecognize tax benefits recorded in prior periods, our results of operations and effective tax rate in a given period could be materially affected. An unfavorable tax settlement would require use of our cash, and lead to recognition of expense to the extent the settlement amount exceeds recorded liabilities and, in the case of an income tax settlement, result in an increase in our effective tax rate in the period of resolution. A favorable tax settlement would be recognized as a reduction of expense to the extent the settlement amount is lower than recorded liabilities and, in the case of an income tax settlement, would result in a reduction in our effective tax rate in the period of resolution.
Following an audit by the IRS, we received a Notice of Proposed Adjustment ("NOPA") during the second quarter of 2025 related to an intercompany sale of certain intellectual property in 2021. The IRS proposes to disallow income recognition totaling $ 1.5 billion associated with this transaction. The federal tax charge related to that income recognition was fully offset by the utilization of $ 315 million of then-existing deferred tax assets, including tax loss carryforwards and foreign tax credits.
We disagree with the IRS’s position as stated in the NOPA and plan to challenge the proposed adjustments through the established IRS administrative procedures. Based on the information currently available, we believe that it is more likely than not that our tax position will be sustained upon review; therefore, no changes have been made to our reserve for uncertain tax positions relating to the NOPA. In addition, our U.S. deferred tax assets are in a full valuation allowance as of September 30, 2025. The ultimate resolution of this matter is uncertain, and if the income recognition associated with the transaction is disallowed, we will not be able to use a portion of the deferred tax assets that we utilized to offset the related federal taxes.
While the Company applies consistent transfer pricing policies and practices globally, supports transfer prices through economic studies, seeks advance pricing agreements and joint audits to the extent possible and believes its transfer prices to be appropriate, such transfer prices, and related interpretations of tax laws, are occasionally challenged by various taxing authorities globally. We have received various tax assessments challenging our interpretations of applicable tax laws in various
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jurisdictions. Although we believe we have complied with applicable tax laws, have strong positions and defenses and have historically been successful in defending such claims, our results of operations could be materially adversely affected in the case we are unsuccessful in the defense of existing or future claims.
Binding Commitments and Guarantees
We have off-balance sheet financial guarantees and other commitments totaling $ 29 million at both September 30, 2025 and December 31, 2024. We issue guarantees to financial institutions or other entities on behalf of certain of our affiliates, lessors or customers. We generally do not require collateral in connection with the issuance of these guarantees.
In 2015, as a result of the dissolution of the global alliance with SRI, we issued a guarantee of $ 46 million to an insurance company related to SRI's obligation to pay certain outstanding workers' compensation claims of a formerly consolidated joint venture entity. As of September 30, 2025, this guarantee amount has been reduced to $ 15 million. We have concluded the probability of our performance to be remote and, therefore, have not recorded a liability for this guarantee. While there is no fixed duration of this guarantee, we expect the amount of this guarantee to continue to decrease over time as the formerly consolidated joint venture entity pays its outstanding claims.
If our performance under these guarantees is triggered by non-payment or another specified event, we would be obligated to make payment to the financial institution or the other entity, and would typically have recourse to the affiliate, lessor, customer or SRI, as applicable. We are unable to estimate the extent to which our lessors’, customers’ or SRI's assets would be adequate to recover any payments made by us under the related guarantees.
We have an agreement to provide a revolving loan commitment to TireHub, LLC of up to $ 130 million. The carrying value of our net investment in TireHub was $ 64 million and $ 110 million, which includes an outstanding loan receivable of $ 113 million and $ 119 million, including $ 2 million of interest, at September 30, 2025 and December 31, 2024, respectively, and was included in Other Assets on our Consolidated Balance Sheets. Our investment in TireHub is accounted for under the equity method of accounting and, as such, includes our 50 % share of the net income (losses) of TireHub.
NOTE 14. CAPITAL STOCK
Common Stock Repurchases
We may repurchase shares delivered to us by employees as payment for the exercise price of stock options and the withholding taxes due upon the exercise of stock options or the vesting or payment of stock awards. During the first nine months of 2025, we did not repurchase any shares from employees.
NOTE 15. ACCUMULATED OTHER COMPREHENSIVE LOSS
The following tables present changes in AOCL, by component, for the nine months ended September 30, 2025 and 2024, after tax and minority interest.
(In millions) Income (Loss) Foreign
Currency
Translation
Adjustment Unrealized Gains (Losses) from Securities Unrecognized
Net Actuarial
Losses and
Prior Service
Costs Deferred
Derivative
Gains (Losses) Total
Balance at December 31, 2024 $ ( 1,705 ) $ 1 $ ( 2,140 ) $ — $ ( 3,844 )
Other comprehensive income (loss) before reclassifications ( 10 ) — ( 3 ) — ( 13 )
Amounts reclassified from accumulated other comprehensive income (loss)
8 — 143 — 151
Balance at September 30, 2025 $ ( 1,707 ) $ 1 $ ( 2,000 ) $ — $ ( 3,706 )
(In millions) Income (Loss) Foreign
Currency
Translation
Adjustment Unrealized Gains (Losses) from Securities Unrecognized
Net Actuarial
Losses and
Prior Service
Costs Deferred
Derivative
Gains (Losses) Total
Balance at December 31, 2023 $ ( 1,613 ) $ 1 $ ( 2,224 ) $ 1 $ ( 3,835 )
Other comprehensive income (loss) before reclassifications ( 24 ) — 28 — 4
Amounts reclassified from accumulated other comprehensive income (loss)
— — 58 1 59
Balance at September 30, 2024 $ ( 1,637 ) $ 1 $ ( 2,138 ) $ 2 $ ( 3,772 )
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The following table presents reclassifications out of AOCL:
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
(In millions) (Income) Expense Amount Reclassified
from AOCL Amount Reclassified
from AOCL Affected Line Item in the Consolidated
Statements of Operations
Component of AOCL
Foreign currency translation adjustment, before tax $ — $ — $ 8 $ — Net (Gain) Loss on Asset Sales
Tax effect — — — — United States and Foreign Taxes
Net of tax $ — $ — $ 8 $ — Goodyear Net Income (Loss)
Amortization of prior service cost and unrecognized gains and losses $ 25 $ 28 $ 76 $ 82 Other (Income) Expense
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures 68 — 70 ( 5 ) Other (Income) Expense
Unrecognized net actuarial losses and
prior service costs, before tax $ 93 $ 28 $ 146 $ 77
Tax effect 10 ( 7 ) ( 3 ) ( 19 ) United States and Foreign Taxes
Net of tax $ 103 $ 21 $ 143 $ 58 Goodyear Net Income (Loss)
Deferred derivative (gains) losses, before tax
$ — $ — $ — $ 1 Cost of Goods Sold
Tax effect — — — — United States and Foreign Taxes
Net of tax $ — $ — $ — $ 1 Goodyear Net Income (Loss)
Total reclassifications $ 103 $ 21 $ 151 $ 59 Goodyear Net Income (Loss)
The following table presents the details of comprehensive income (loss) attributable to minority shareholders:
Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Net Income (Loss) Attributable to Minority Shareholders
$ ( 2 ) $ 1 $ 28 $ ( 6 )
Other Comprehensive Income (Loss):
Foreign currency translation ( 1 ) 8 7 4
Other Comprehensive Income (Loss)
$ ( 1 ) $ 8 $ 7 $ 4
Comprehensive Income (Loss) Attributable to Minority Shareholders
$ ( 3 ) $ 9 $ 35 $ ( 2 )
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NOTE 16. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
As discussed in Note 1, in preparing the consolidated financial statements as of and for the three and nine months ended September 30, 2025, we identified errors in our previously issued financial statements related to our historical computation of currency remeasurement of our foreign operations in Turkey, which was designated as a highly inflationary economy beginning April 1, 2022. The identified errors impacted our previously issued 2022, 2023 and 2024 annual and interim financial statements. There were no impacts on previously reported cash flows from operating, investing and financing activities in any prior periods.
We evaluated the errors in accordance with SEC Staff Accounting Bulletin Nos. 99 and 108 and determined that the related impacts were not material in any previously issued annual or interim financial statements. We revised the prior period amounts presented in these financial statements to correct the errors. The applicable notes to the accompanying financial statements have also been corrected to reflect the impact of the revisions of the previously filed consolidated interim financial statements.
The following tables reflect the impact of the revision to the specific line items presented in our previously reported financial information.
Impacts to Consolidated Statements of Operations and Comprehensive Income (in millions, except per share data)
Nine Months Ended September 30, 2024 Three Months Ended September 30, 2024
As Reported Revision As Revised As Reported Revision As Revised
Cost of Goods Sold $ 11,218 $ 13 $ 11,231 $ 3,881 $ 1 $ 3,882
Other Expense (1)
$ 87 $ 8 $ 95 $ 35 $ 1 $ 36
Net Loss
$ ( 12 ) $ ( 21 ) $ ( 33 ) $ ( 34 ) $ ( 2 ) $ ( 36 )
Minority Shareholders’ Net Income (Loss) $ ( 6 ) $ — $ ( 6 ) $ — $ 1 $ 1
Goodyear Net Loss
$ ( 6 ) $ ( 21 ) $ ( 27 ) $ ( 34 ) $ ( 3 ) $ ( 37 )
Comprehensive Income (Loss) $ 55 $ ( 21 ) $ 34 $ 44 $ ( 2 ) $ 42
Comprehensive Income (Loss) Attributable to Minority Shareholders $ ( 2 ) $ — $ ( 2 ) $ 8 $ 1 $ 9
Goodyear Comprehensive Income (Loss) $ 57 $ ( 21 ) $ 36 $ 36 $ ( 3 ) $ 33
Basic EPS $ ( 0.02 ) $ ( 0.07 ) $ ( 0.09 ) $ ( 0.12 ) $ ( 0.01 ) $ ( 0.13 )
Diluted EPS $ ( 0.02 ) $ ( 0.07 ) $ ( 0.09 ) $ ( 0.12 ) $ ( 0.01 ) $ ( 0.13 )
(1) Other Expense also reflects the reclassification of Net (Gain) Loss on Asset Sales of $( 1 ) million for the three months ended September 30, 2024 and $( 95 ) million for the nine months ended September 30, 2024, to conform to the current presentation.
Impacts to Consolidated Balance Sheets and Statements of Shareholders' Equity (in millions)
December 31, 2024
As Reported Revision As Revised
Inventories $ 3,597 $ ( 43 ) $ 3,554
Total Current Assets $ 7,632 $ ( 43 ) $ 7,589
Total Assets $ 20,964 $ ( 43 ) $ 20,921
Accounts Payable — Trade $ 4,052 $ 40 $ 4,092
Total Current Liabilities $ 7,337 $ 40 $ 7,377
Total Liabilities $ 16,058 $ 40 $ 16,098
Retained Earnings $ 5,156 $ ( 75 ) $ 5,081
Goodyear Shareholders' Equity $ 4,756 $ ( 75 ) $ 4,681
Minority Shareholders' Equity $ 150 $ ( 8 ) $ 142
Total Shareholders' Equity $ 4,906 $ ( 83 ) $ 4,823
Total Liabilities and Shareholders' Equity $ 20,964 $ ( 43 ) $ 20,921
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.