GOODYEAR TIRE & RUBBER CO /OH/ 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. All per share amounts are diluted and refer to Goodyear net income (loss). OVERVIEW The Goodyear Tire & Rubber Company (the "Company," "Goodyear," "we," "us" or "our") is one of the world’s leading manufacturers of tires, with one of the most recognizable brand names in the world and operations in most regions of the world. We have a broad global footprint with 51 manufacturing facilities in 19 countries, including the United States. We operate our business through three operating segments representing our regional tire businesses: Americas; Europe, Middle East and Africa (“EMEA”); and Asia Pacific. Results of Operations On November 15, 2023, we announced a transformation plan, Goodyear Forward, that is intended to optimize our portfolio of products, deliver segment operating margin expansion and reduce our leverage in order to drive sustainable, long-term shareholder value creation. Optimization of our portfolio consisted of a strategic review of three major asset groups: our chemical operations which produces synthetic rubber and other chemical products in our Americas segment, the Dunlop brand for which we own rights in certain markets throughout the world, but is primarily used in our EMEA segment, and our global off-the-road ("OTR") tire business. Our plans for margin expansion include brand optimization and tiering to capitalize on premium tire pricing and volume and a reduction of our overall exposure related to lower-tiered products either through margin expansion or product line rationalization, resulting in an expected annual run-rate benefit of approximately $200 million by the end of 2025. Our plans for margin expansion also include a reduction of our cost structure by approximately $1.3 billion by the end of 2025, including actions related to our manufacturing footprint, plant optimization, further improvement of our purchasing leverage, reduction of Selling, Administrative and General expenses (“SAG”) and improvements in our supply chain planning and logistics. During the nine months ended September 30, 2025, the Goodyear Forward plan provided $580 million in benefits to segment operating income. On February 3, 2025, we completed the sale of our OTR tire business to The Yokohama Rubber Company, Limited (“Yokohama”) pursuant to the terms of the Share and Asset Purchase Agreement, dated as of July 22, 2024 (the “OTR Purchase Agreement”). Yokohama acquired our OTR tire business for a purchase price of $905 million in cash, subject to certain adjustments set forth in the OTR Purchase Agreement. In conjunction with the sale of the OTR tire business, we entered into several ancillary agreements, including a trademark license agreement, whereby we license certain trademarks to Yokohama for an initial period of ten years from the date of the sale, and a product supply agreement, pursuant to which we will supply to Yokohama certain OTR tires for an initial period of up to five years, subject to the terms and conditions set forth therein, including an exit and asset relocation plan to be mutually agreed upon by the parties pursuant to which, beginning no earlier than the second anniversary of closing of the transaction, the production of those OTR tires will transition to Yokohama’s facilities. The cash received of $905 million included $185 million for deferred amounts related to the trademark license and product supply agreements that are presented in operating activities and $720 million for proceeds that are presented in investing activities on our Consolidated Statements of Cash Flows. 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. As a result of the transaction, we received gross proceeds of $735 million at closing for the Dunlop brand, related intellectual property and other intangible assets, the transition support fee and the tire inventory. We allocated $105 million of those proceeds related to the up-front transition support fee to deferred income, which will be recognized over the combined lives of the transition license and transition offtake agreements. We also allocated $86 million of those proceeds to deferred income for tire inventory in Europe that will not transfer ownership until the termination of the transition license agreement. The deferred amounts related to the transition agreements and inventory are presented in operating activities and the $526 million purchase price is presented in investing activities on our Consolidated Statements of Cash Flows. 35 Table of Contents 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. Our results for the third quarter of 2025 include a 5.9% decrease in tire unit sales compared to 2024 due to lower global tire volume. In the third quarter of 2025, we experienced approximately $51 million of inflationary cost pressures. Net sales in the third quarter of 2025 were $4,645 million, compared to $4,824 million in the third quarter of 2024. Net sales decreased in 2025 primarily due to lower global tire volume and the impacts of our divestitures, primarily the sale of the OTR tire business. These decreases were partially offset by global increases in price and product mix, the positive impact of changes in foreign exchange rates and benefits from the Goodyear Forward plan. In the third quarter of 2025, Goodyear net loss was $2,195 million, or $7.62 per share, compared to Goodyear net loss of $37 million, or $0.13 per share, in the third quarter of 2024. The change in Goodyear net loss was primarily due to the change in U.S. and Foreign Tax Expense, primarily related to the establishment of a full valuation allowance on our net deferred tax assets in the U.S., a non-cash goodwill impairment charge and pension settlement charges. Total segment operating income for the third quarter of 2025 was $287 million, compared to $346 million in the third quarter of 2024. The $59 million decrease was primarily due to increased conversion costs of $110 million, driven by inflation, higher raw material costs of $81 million, higher SAG of $51 million when excluding Goodyear Forward savings, lower tire volume of $50 million, higher other costs of $39 million, primarily related to tariffs and inflation, and the impact of the sale of the OTR tire business of $16 million. These decreases were partially offset by benefits from the Goodyear Forward plan of $185 million and benefits from price and product mix of $100 million. Refer to "Results of Operations — Segment Information" for additional information. Net sales in the first nine months of 2025 were $13,363 million, compared to $13,931 million in the first nine months of 2024. Net sales decreased in 2025 primarily due to lower global tire volume, the impacts of our divestitures, primarily the sale of the OTR tire business, and the negative impact of changes in foreign exchange rates. These decreases were partially offset by favorable price and product mix, higher sales in other tire-related businesses, primarily due to growth in Fleet Solutions in EMEA and higher aviation sales in Americas, and benefits from the Goodyear Forward plan. In the first nine months of 2025, Goodyear net loss was $1,826 million, or $6.35 per share, compared to Goodyear net loss of $27 million, or $0.09 per share, in the first nine months of 2024. The change in Goodyear net loss was primarily due to the change in U.S. and Foreign Tax Expense, primarily related the establishment of a full valuation allowance on our net deferred tax assets in the U.S., a non-cash goodwill impairment charge and lower segment operating income, partially offset by gains on the sales of the OTR tire business and the Dunlop brand. Total segment operating income for the first nine months of 2025 was $641 million, compared to $920 million in the first nine months of 2024. The $279 million decrease was primarily due to higher raw material costs of $433 million, increased conversion costs of $215 million, driven by inflation, higher SAG of $147 million when excluding Goodyear Forward savings, increased tariffs and inflation of $123 million, lower tire volume of $120 million, the impact of the sale of the OTR tire business of $45 million, and the negative impact of changes in foreign exchange rates of $10 million. These decreases were partially offset by benefits from the Goodyear Forward plan of $580 million and global improvements in price and product mix of $259 million. Refer to "Results of Operations —Segment Information" for additional information. Liquidity 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. 36 Table of Contents On May 19, 2025, we amended and restated our first lien revolving credit facility. The principal change to the facility was the extension of its maturity from 2026 to 2030. On June 3, 2025, we issued $500 million in aggregate principal amount of 6.625% senior notes due 2030. On June 30, 2025, we redeemed $400 million and, on July 3, 2025, we redeemed the remaining $500 million of our 5% senior notes due 2026 at redemption prices equal to 100% of the principal amount redeemed plus accrued and unpaid interest, using the net proceeds from the 6.625% senior notes due 2030, together with cash and cash equivalents. At September 30, 2025, we had $810 million of cash and cash equivalents as well as $2,547 million of unused availability under our various credit agreements, compared to $810 million and $3,555 million, respectively, at December 31, 2024. Net cash provided by investing activities was $663 million, primarily representing proceeds from the sales of the OTR tire business and the Dunlop brand, as well as other asset dispositions, of $1,332 million, partially offset by capital expenditures of $649 million, and net cash provided by financing activities was $92 million, primarily due to net borrowings of $97 million, partially offset by net cash used for operating activities of $716 million, reflecting the Company's cash used for working capital of $1,210 million and the Company's net loss of $1,798 million for the period, which reflected significant non-cash items of $1,345 million for provision for deferred income taxes, goodwill impairment of $674 million, and net gains on asset sales of $700 million. Refer to "Liquidity and Capital Resources" for additional information. Outlook In the fourth quarter of 2025, we expect our global tire unit volume to decline approximately 4% compared to the fourth quarter of 2024, driven by lower consumer replacement volume due to high channel inventories in the U.S. and the European Union. We expect our raw material costs to decrease approximately $5 million in the fourth quarter of 2025 compared to the fourth quarter of 2024. In addition, we expect to benefit from approximately $135 million of price and product mix improvements, driven by previously implemented pricing actions and customer contracts indexed to changes in raw materials. Natural and synthetic rubber prices and other commodity prices historically have been volatile, and our raw materials costs could change based on future cost fluctuations and changes in foreign exchange rates. We continue to focus on price and product mix, to substitute lower cost materials where possible, to identify additional substitution opportunities, to reduce the amount of material required in each tire, and to pursue alternative raw materials to minimize the impact of higher raw material costs. We expect to complete our Goodyear Forward transformation plan in 2025, with fourth quarter benefits from the program of approximately $180 million and full year benefits of approximately $750 million in segment operating income. We expect non-raw material inflation, tariffs and other costs to be approximately $190 million higher in the fourth quarter of 2025 compared to the fourth quarter of 2024, driven by a global inflation rate of approximately 3% and U.S. tariff impacts. We now expect annualized tariff costs of approximately $300 million on finished goods and raw materials. We continue to focus on actions to offset costs other than raw materials through cost savings initiatives, including initiatives related to the Goodyear Forward plan, rationalization actions and improvements in price and product mix. For the full year of 2025, we expect working capital to be a use of cash of approximately $150 million and our capital expenditures to be approximately $875 million. We estimate our rationalization payments to be approximately $450 million, as we continue to take actions to improve our cost structure. Refer to "Item 1A. Risk Factors" in the 2024 Form 10-K for a discussion of the factors that may impact our business, results of operations, financial condition or liquidity and "Forward-Looking Information — Safe Harbor Statement" in this Quarterly Report on Form 10-Q for a discussion of our use of forward-looking statements. 37 Table of Contents RESULTS OF OPERATIONS CONSOLIDATED Three Months Ended September 30, 2025 and 2024 Net sales in the third quarter of 2025 were $4,645 million, decreasing $179 million, or 3.7%, from $4,824 million in the third quarter of 2024. Goodyear net loss was $2,195 million, or $7.62 per share, in the third quarter of 2025, compared to Goodyear net loss of $37 million, or $0.13 per share, in the third quarter of 2024. Net sales decreased in the third quarter of 2025 primarily due to lower global tire volume of $227 million, the impact of the sale of the OTR tire business of $140 million, excluding product supply agreement revenue of $65 million, and the impact of the sale of the Dunlop brand of $8 million. These decreases were partially offset by global improvements in price and product mix of $61 million, the positive impact of changes in foreign exchange rates of $61 million, primarily in EMEA, and benefits from the Goodyear Forward plan of $16 million. Worldwide tire unit sales in the third quarter of 2025 were 40.0 million units, decreasing 2.5 million units, or 5.9%, from 42.5 million units in the third quarter of 2024. Replacement tire volume decreased globally by 2.6 million units, or 8.5%. OE tire volume increased by 0.1 million units, or 1.2%, driven by EMEA. Cost of Goods Sold ("CGS") in the third quarter of 2025 was $3,801 million, decreasing $81 million, or 2.1%, from $3,882 million in the third quarter of 2024. CGS decreased primarily due to lower tire volume of $177 million, savings related to the Goodyear Forward plan of $132 million and benefits related to divestitures, primarily the sale of the OTR tire business, of $59 million. These decreases were partially offset by higher conversion costs of $110 million, higher raw material costs of $81 million, foreign currency translation of $44 million and an increase in asset write-offs, accelerated depreciation and accelerated lease charges of $32 million. CGS in the third quarter of 2024 included a benefit of $20 million ($15 million after-tax and minority) from insurance proceeds for property damage and business interruptions resulting from storm damage events in prior years and $3 million ($2 million after-tax and minority) as a result of the Debica fire, primarily comprised of repair costs. CGS in the third quarter of 2025 and 2024 included pension expense of $3 million and $4 million, respectively. CGS in the third quarter of 2025 included $11 million of incremental savings from rationalization plans. CGS was 81.8% of sales in the third quarter of 2025, compared to 80.5% in the third quarter of 2024. SAG in the third quarter of 2025 was $676 million, increasing $13 million, or 2.0%, from $663 million in the third quarter of 2024. SAG increased primarily due to $31 million related to inflation and wages and benefits, $27 million of other costs including claims reserves, foreign currency translation of $10 million and increased advertising costs of $4 million. These increases were partially offset by savings related to the Goodyear Forward plan of $36 million, benefits related to divestitures, primarily the sale of the OTR tire business, of $9 million, and a decrease in accelerated lease costs and asset write-offs of $3 million. SAG in the third quarter of 2025 also included costs related to the Goodyear Forward plan of $4 million ($4 million after-tax and minority), compared to $14 million ($11 million after-tax and minority) in the third quarter of 2024, primarily related to third-party advisory, legal and consulting fees and costs associated with planned asset sales. SAG in the third quarter of 2025 and 2024 included pension expense of $2 million and $3 million, respectively. SAG in the third quarter of 2025 included $6 million of incremental savings from rationalization plans. SAG was 14.6% of sales in the third quarter of 2025, compared to 13.7% in the third quarter of 2024. We recorded a goodwill impairment charge of $674 million ($674 million after-tax and minority) in the third quarter of 2025 related to our North America reporting unit. We recorded an intangible asset impairment charge of $125 million ($94 million after-tax and minority) in the third quarter of 2024 primarily related to our lower tier indefinite-lived intangible assets related to the acquisition of Cooper Tire. We recorded net rationalization charges of $21 million ($21 million after-tax and minority) in the third quarter of 2025 and $11 million ($9 million after-tax and minority) in the third quarter of 2024. Net rationalization charges in the third quarter of 2025 primarily related to the plan to close our manufacturing facility in Kariega, South Africa ("Kariega"), the elimination of commercial tire production at our Danville, Virginia tire manufacturing facility ("Danville"), the closures of our Fulda, Germany tire manufacturing facility (“Fulda”) and our Fürstenwalde, Germany tire manufacturing facility (“Fürstenwalde”), and the plan to reduce SAG headcount in Americas and Corporate. Net rationalization charges in the third quarter of 2024 primarily related to a reduction in headcount in Americas, partially offset by reversals primarily related to our rationalization and workforce reorganization plan in EMEA due to voluntary attrition. For further information, refer to Note to the Consolidated Financial Statements No. 4, Costs Associated with Rationalization Programs. CGS and SAG in the third quarter of 2025 included $55 million ($55 million after-tax and minority) of asset write-offs, accelerated depreciation and accelerated lease charges, primarily related to the closures of Fulda and Fürstenwalde, the elimination of commercial tire production at Danville and the closure of Kariega. CGS and SAG in the third quarter of 2024 included $25 million ($23 million after-tax and minority) of asset write-offs, accelerated depreciation and accelerated lease 38 Table of Contents charges, primarily related to plans to improve our cost structure through announced closures of our Fulda, Fürstenwalde and Malaysia tire manufacturing facilities, as well as the closure of a development center and warehouse in the U.S. Interest expense in the third quarter of 2025 was $114 million, decreasing $21 million, or 15.6%, from $135 million in the third quarter of 2024. The average interest rate was 5.74% in the third quarter of 2025 compared to 6.17% in the third quarter of 2024. The average debt balance was $7,946 million in the third quarter of 2025 compared to $8,751 million in the third quarter of 2024. The third quarter of 2025 included net losses on asset sales of $1 million ($1 million after-tax and minority), compared to net gains of $1 million in the third quarter of 2024. Other (Income) Expense in the third quarter of 2025 was $91 million of expense, compared to $36 million of expense in the third quarter of 2024. The change in Other (Income) Expense was primarily due to a pension settlement charge of $68 million ($68 million after-tax and minority), an increase in net foreign currency exchange losses of $6 million and a decrease in interest income of $5 million, partially offset by an increase in royalty and other income of $12 million. The third quarter of 2025 included transaction costs of $4 million ($4 million after-tax and minority), primarily related to the anticipated sale of the Chemical Business. The third quarter of 2024 included transaction costs of $11 million ($9 million after-tax and minority) related to the sale of the OTR business. In the third quarter of 2025, we recorded income tax expense of $1,464 million on a loss before income taxes of $733 million. Income tax expense for the three months ended September 30, 2025 included net discrete tax expense of $1,450 million ($1,450 million after minority interest), primarily related to the establishment of a full valuation allowance on our net deferred tax assets in the U.S. In the third quarter of 2024, we recorded income tax expense of $9 million on a loss before income taxes of $27 million. Income tax expense for the three months ended September 30, 2024 includes net discrete tax expense of $7 million ($7 million after minority interest). We record taxes based on overall estimated annual effective tax rates. The difference between our effective tax rate and the U.S. statutory rate of 21% for the three months ended September 30, 2025 was mainly impacted by the establishment of a full valuation allowance on our net deferred tax assets of $1.4 billion in the U.S. The difference between our effective tax rate and the U.S. statutory rate of 21% for the three months ended September 30, 2024 primarily related to losses in foreign jurisdictions in which no tax benefits were recorded. For further information regarding income taxes and the realizability of our deferred tax assets, refer to Note to the Consolidated Financial Statements No. 6, Income Taxes. There was $2 million of minority shareholders’ net loss in the third quarter of 2025, compared to $1 million of net income in the third quarter of 2024. Nine Months Ended September 30, 2025 and 2024 Net sales in the first nine months of 2025 were $13,363 million, decreasing $568 million, or 4.1%, from $13,931 million in the first nine months of 2024. Goodyear net loss was $1,826 million, or $6.35 per share, in the first nine months of 2025, compared to Goodyear net loss of $27 million, or $0.09 per share, in the first nine months of 2024. Net sales decreased in the first nine months of 2025 primarily due to lower tire volume of $540 million, the impact of the sale of the OTR tire business of $395 million, excluding product supply agreement revenue of $202 million, the negative impact of changes in foreign exchange rates of $88 million, primarily in Americas and Asia Pacific, and the impact of the sale of the Dunlop brand of $46 million. These decreases were partially offset by favorable price and product mix of $207 million, higher sales in other tire-related businesses of $49 million, primarily due to growth in Fleet Solutions in EMEA and higher aviation sales in Americas, and benefits from the Goodyear Forward plan of $45 million. Worldwide tire unit sales in the first nine months of 2025 were 116.4 million units, decreasing 6.6 million units, or 5.4%, from 123.0 million units in the first nine months of 2024. Replacement tire volume decreased globally by 6.2 million units, or 7.0%. OE tire volume decreased by 0.4 million units, or 1.2%, driven by Asia Pacific. CGS in the first nine months of 2025 was $11,019 million, decreasing $212 million, or 1.9%, from $11,231 million in the first nine months of 2024. CGS decreased primarily due to savings related to the Goodyear Forward plan of $431 million, lower tire volume of $420 million, benefits related to divestitures, primarily the sale of the OTR tire business, of $154 million, and lower global product mix of $52 million. These decreases were partially offset by higher raw material costs of $433 million, higher conversion costs of $215 million, higher costs in other tire-related businesses of $51 million, primarily related Fleet Solutions in EMEA, an increase in asset write-offs, accelerated depreciation and accelerated lease charges of $38 million, primarily related to the closures of Fulda and Fürstenwalde, the elimination of commercial tire production at Danville and the closure of Kariega, and a benefit received in 2024 related to a reduction in U.S. duty rates on various commercial tires from China of $14 million. CGS in the first nine months of 2024 included a benefit of $39 million ($30 million after-tax and minority) from insurance proceeds for property damages and business interruptions resulting from storm damage events in prior years, a net benefit from insurance recoveries related to the Debica fire of $30 million ($17 million after-tax and minority), a favorable $8 39 Table of Contents million ($6 million after-tax and minority) tax item in Brazil and a $3 million ($3 million after-tax and minority) charge related to a flood in South Africa. CGS in the first nine months of 2025 and 2024 included pension expense of $9 million and $11 million, respectively. CGS in the first nine months of 2025 included $19 million of incremental savings from rationalization plans. CGS was 82.5% of sales in the first nine months of 2025, compared to 80.6% in the first nine months of 2024. SAG in the first nine months of 2025 was $2,018 million, decreasing $72 million, or 3.4%, from $2,090 million in the first nine months of 2024. SAG decreased primarily due to savings related to the Goodyear Forward plan of $103 million, benefits related to divestitures, primarily the sale of the OTR tire business, of $38 million, a decrease in asset write-offs, accelerated depreciation and accelerated lease charges of $16 million and foreign currency translation of $8 million. These decreases were partially offset by an increase of $73 million related to inflation and wages and benefits, an increase in other costs of $65 million including claims reserves and increased advertising costs of $29 million. SAG in the first nine months of 2025 also included costs related to the Goodyear Forward plan of $9 million ($9 million after-tax and minority) compared to $81 million ($61 million after-tax and minority) in the first nine months of 2024, primarily related to third-party advisory, legal and consulting fees and costs associated with planned asset sales. SAG in the first nine months of 2025 and 2024 included pension expense of $7 million and $9 million, respectively. SAG in the first nine months of 2025 included $25 million of incremental savings from rationalization plans. SAG was 15.1% of sales in the first nine months of 2025, compared to 15.0% in the first nine months of 2024. We recorded a goodwill impairment charge of $674 million ($674 million after-tax and minority) in the first nine months of 2025 related to our North America reporting unit. We recorded an intangible asset impairment charge of $125 million ($94 million after-tax and minority) in the first nine months of 2024 primarily related to our lower tier indefinite-lived intangible assets related to the acquisition of Cooper Tire. We recorded net rationalization charges of $161 million ($140 million after-tax and minority) in the first nine months of 2025 and $52 million ($40 million after-tax and minority) in the first nine months of 2024. Net rationalization charges in the first nine months of 2025 primarily related to the plan to close Kariega, the elimination of commercial tire production at Danville, the closures of Fulda and Fürstenwalde, and the plan to reduce SAG headcount in Americas and Corporate. Net rationalization charges in the first nine months of 2024 primarily related to the closures of our Malaysia, Melksham, Fulda and Fürstenwalde tire manufacturing facilities, as well as the closure of a development center and warehouse in the U.S., and the plan to open a new shared services center in Costa Rica, partially offset by reversals related to our rationalization and workforce reorganization plan in EMEA due to voluntary attrition. For further information, refer to Note to the Consolidated Financial Statements No. 4, Costs Associated with Rationalization Programs. CGS and SAG in the first nine months of 2025 included $142 million ($131 million after-tax and minority) of asset write-offs, accelerated depreciation and accelerated lease charges, primarily related to the closures of Fulda and Fürstenwalde, the elimination of commercial tire production at Danville and the closure of Kariega. CGS and SAG in the first nine months of 2024 included $119 million ($101 million after-tax and minority) of asset write offs, accelerated depreciation and accelerated lease charges, primarily related to plant closures in Asia Pacific and EMEA, closure of a development center in the U.S. and the exit of our retail operations in Australia and New Zealand. Interest expense in the first nine months of 2025 was $341 million, decreasing $50 million, or 12.8%, from $391 million in the first nine months of 2024. The average interest rate was 5.73% in the first nine months of 2025 compared to 6.24% in the first nine months of 2024. The average debt balance was $7,930 million in the first nine months of 2025 compared to $8,355 million in the first nine months of 2024. The first nine months of 2025 include net gains on asset sales of $700 million ($628 million after-tax and minority), primarily due to an estimated gain of $385 million ($367 million after-tax and minority) on the sale of the Dunlop brand, an estimated gain of $255 million on the sale of the OTR tire business ($231 million after-tax and minority), and other asset sales of $60 million ($30 million after-tax and minority), compared to net gains on asset and other sales of $87 million ($61 million after-tax and minority) in the first nine months of 2024, primarily due to the sale of distribution centers in EMEA and Americas. Other (Income) Expense in the first nine months of 2025 was $147 million of expense, compared to $95 million of expense in the first nine months of 2024. The change in Other (Income) Expense was primarily due to pension settlement charges of $72 million ($71 million after-tax and minority) in the first nine months of 2025 compared to a pension settlement credit of $5 million ($4 million after-tax and minority) in the first nine months of 2024, partially offset by an increase in royalty and other income of $27 million. The first nine months of 2025 included transaction costs of $10 million ($7 million after-tax and minority), primarily related to the sale of the Chemical Business, compared to transaction costs of $11 million ($9 million after-tax and minority) related to the sale of the OTR business in the first nine months of 2024. The first nine months of 2024 included a favorable $2 million ($1 million after-tax and minority) tax item in Brazil. For the first nine months of 2025, we recorded income tax expense of $1,501 million on a loss before income taxes of $297 million. Income tax expense for the nine months ended September 30, 2025 included net discrete tax expense of $1,446 million 40 Table of Contents ($1,446 million after minority interest). Discrete tax expense was primarily related to the establishment of a full valuation allowance on our net deferred tax assets in the U.S. In the first nine months of 2024, we recorded income tax expense of $75 million on income before income taxes of $42 million. Income tax expense for the nine months ended September 30, 2024 included net discrete tax expense of $6 million ($6 million after minority interest). We record taxes based on overall estimated annual effective tax rates. The difference between our effective tax rate and the U.S. statutory rate of 21% for the nine months ended September 30, 2025 was mainly impacted by the establishment of a full valuation allowance on our net deferred tax assets of $1.4 billion in the U.S. The difference between our effective tax rate and the U.S. statutory rate of 21% for the nine months ended September 30, 2024 primarily related to losses in foreign jurisdictions in which no tax benefits were recorded and the discrete items noted above. 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. The Organisation for Economic Co-operation and Development ("OECD") has published the Pillar Two model rules which adopt a global corporate minimum tax of 15% for multinational enterprises with average revenue in excess of €750 million. Certain jurisdictions in which we operate enacted legislation consistent with one or more of the OECD Pillar Two model rules effective in 2024. The model rules include minimum domestic top-up taxes, income inclusion rules, and undertaxed profit rules all aimed to ensure that multinational corporations pay a minimum effective corporate tax rate of 15% in each jurisdiction in which they operate. We do not expect the Pillar Two model rules to materially impact our annual effective tax rate in 2025. However, we are continuing to evaluate the Pillar Two model rules and related legislation and their potential impact on future periods. For further information regarding income taxes and the realizability of our deferred tax assets, refer to Note to the Consolidated Financial Statements No. 6, Income Taxes. Minority shareholders’ net income in the first nine months of 2025 was $28 million, primarily related to the sale of property in Asia Pacific, compared to a net loss of $6 million in the first nine months of 2024. 41 Table of Contents SEGMENT INFORMATION Segment information reflects our strategic business units (“SBUs”), which are organized to meet customer requirements and global competition and are segmented on a regional basis. Results of operations are measured based on net sales to unaffiliated customers and segment operating income. Each segment exports tires to other segments. The financial results of each segment exclude sales of tires exported to other segments, but include operating income derived from such transactions. Segment operating income is computed as follows: Net Sales less CGS (excluding asset write-off and accelerated depreciation charges) and SAG (including certain allocated corporate administrative expenses). Segment operating income also includes certain royalties and equity in earnings of most affiliates. Segment operating income does not include net rationalization charges, asset sales, goodwill and other impairment charges, and certain other items. Total segment operating income for the third quarter of 2025 was $287 million, a decrease of $59 million, or 17.1%, from $346 million in the third quarter of 2024. Total segment operating margin in the third quarter of 2025 was 6.2%, compared to 7.2% in the third quarter of 2024. Total segment operating income for the first nine months of 2025 was $641 million, a decrease of $279 million, or 30.3%, from $920 million in the first nine months of 2024. Total segment operating margin in the first nine months of 2025 was 4.8%, compared to 6.6% in the first nine months of 2024. Management believes that total segment operating income is useful because it represents the aggregate value of income created by our SBUs and excludes items not directly related to the SBUs for performance evaluation purposes. Total segment operating income is the sum of the individual SBUs’ segment operating income. Refer to Note to the Consolidated Financial Statements No. 8, Business Segments, for further information and for a reconciliation of total segment operating income to Income (Loss) before Income Taxes. Americas Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2025 2024 Change Percent Change 2025 2024 Change Percent Change Tire Units 19.6 21.0 (1.4) (6.5) % 57.1 59.6 (2.5) (4.1) % Net Sales $ 2,737 $ 2,858 $ (121) (4.2) % $ 7,901 $ 8,143 $ (242) (3.0) % Operating Income 206 251 (45) (17.9) % 502 671 (169) (25.2) % Operating Margin 7.5 % 8.8 % 6.4 % 8.2% Three Months Ended September 30, 2025 and 2024 Americas unit sales in the third quarter of 2025 decreased 1.4 million units, or 6.5%, to 19.6 million units. Replacement tire volume decreased 1.4 million units, or 8.1%, primarily due to a decrease in our consumer business, driven by increased competitiveness in the U.S. from the lower tier market and short-term impacts resulting from changes in our distribution strategy. OE tire volume remained flat. Net sales in the third quarter of 2025 were $2,737 million, decreasing $121 million, or 4.2%, from $2,858 million in the third quarter of 2024. The decrease in net sales was primarily due to lower tire volume of $151 million, the impact of the sale of the OTR tire business of $37 million, excluding product supply agreement revenue of $34 million, and decreased sales in other tire-related businesses of $10 million, primarily due to decreased third-party chemical sales. These decreases were partially offset by favorable price and product mix of $25 million and a $16 million benefit related to the Goodyear Forward plan. Operating income in the third quarter of 2025 was $206 million, decreasing $45 million, or 17.9%, from $251 million in the third quarter of 2024. The decrease in operating income was due to higher conversion costs of $84 million, driven by the effect of lower tire production on fixed cost absorption and inflation, higher raw material costs of $52 million, higher SAG of $37 million, lower tire volume of $32 million, a $20 million benefit received in 2024 related to insurance proceeds for property damage and business interruptions resulting from storm damage in prior years, and higher transportation and imported tire costs of $15 million. These decreases were partially offset by a $140 million benefit related to the Goodyear Forward plan and favorable price and product mix of $51 million. Operating income for the third quarter of 2025 includes incremental savings from rationalization plans of $6 million. Operating income in the third quarter of 2025 excluded a non-cash goodwill impairment charge of $674 million, asset write-offs, accelerated depreciation and accelerated lease costs of $20 million, net rationalization charges of $4 million and net gains on asset sales of $3 million. Operating income in the third quarter of 2024 excluded a non-cash intangible asset impairment charge of $125 million, net rationalization charges of $5 million and asset write-offs, accelerated depreciation and accelerated lease costs of $1 million. 42 Table of Contents Nine Months Ended September 30, 2025 and 2024 Americas unit sales in the first nine months of 2025 decreased 2.5 million units, or 4.1%, to 57.1 million units. Replacement tire volume decreased 2.2 million units, or 4.5%, primarily due to a decrease in our consumer business, driven by increased competitiveness in the U.S. from the lower tier market. OE tire volume decreased 0.3 million units, or 2.5%, primarily due to weakness in the OE industry in North America. Net sales in the first nine months of 2025 were $7,901 million, decreasing $242 million, or 3.0%, from $8,143 million in the first nine months of 2024. The decrease in net sales was primarily due to lower tire volume of $271 million, the impact of the sale of the OTR tire business of $114 million, excluding product supply agreement revenue of $111 million, and the negative impact of changes in foreign exchange rates of $90 million, primarily related to the weakening of the Brazilian real and Mexican peso. These decreases were partially offset by favorable price and product mix of $54 million and a $45 million benefit related to the Goodyear Forward plan. Operating income in the first nine months of 2025 was $502 million, decreasing $169 million, or 25.2%, from $671 million in the first nine months of 2024. The decrease in operating income was due to higher raw material costs of $266 million, higher conversion costs of $174 million, driven by the effect of lower tire production on fixed cost absorption and inflation, higher SAG of $101 million, lower tire volume of $60 million, higher transportation and imported tire costs of $52 million, and a $39 million benefit received in 2024 related to insurance proceeds for property damage and business interruptions resulting from storm damage events in prior years. These decreases were partially offset by a $427 million benefit related to the Goodyear Forward plan and favorable price and product mix of $102 million. Operating income for 2025 included incremental savings from rationalization plans of $20 million. Operating income in the first nine months of 2025 excluded a non-cash goodwill impairment charge of $674 million, net rationalization charges of $76 million, asset write-offs, accelerated depreciation and accelerated lease costs of $62 million, and net gains on asset sales of $4 million. Operating income in the first nine months of 2024 excluded a non-cash intangible asset impairment charge of $125 million, net rationalization charges of $20 million, net gains on asset sales of $14 million, and asset write-offs, accelerated depreciation and accelerated lease costs of $11 million. Europe, Middle East and Africa Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2025 2024 Change Percent Change 2025 2024 Change Percent Change Tire Units 12.0 12.2 (0.2) (2.4) % 35.6 36.3 (0.7) (2.1) % Net Sales $ 1,407 $ 1,348 $ 59 4.4 % $ 4,028 $ 3,974 $ 54 1.4 % Operating Income 30 23 7 30.4 % — 54 (54) (100.0) % Operating Margin 2.1 % 1.7% — % 1.4 % Three Months Ended September 30, 2025 and 2024 EMEA unit sales in the third quarter of 2025 decreased 0.2 million units, or 2.4%, to 12.0 million units. Replacement tire volume decreased 0.8 million units, or 8.6%, mainly driven by our consumer business, reflecting market softness and increased competition from the lower tier market. OE tire volume increased 0.6 million units, or 18.7%, primarily in our consumer business, reflecting share gains driven by new fitments. Net sales in the third quarter of 2025 were $1,407 million, increasing $59 million, or 4.4%, from $1,348 million in the third quarter of 2024. The increase in net sales was primarily driven by the positive impact of changes in foreign exchange rates of $57 million, driven by a stronger euro, Polish zloty and British pound, partially offset by a weaker Turkish lira, improvements in price and product mix of $36 million, and higher sales in other tire-related businesses of $14 million, primarily due to growth in Fleet Solutions. These increases were partially offset by the impact of the sale of the OTR tire business of $51 million, excluding product supply agreement revenue of $30 million, and lower tire volume of $27 million. Operating income in the third quarter of 2025 was $30 million, increasing $7 million, or 30.4%, from operating income of $23 million in the third quarter of 2024. The increase in operating income was primarily driven by favorable price and product mix of $46 million and benefits related to the Goodyear Forward plan of $25 million. These increases were partially offset by higher raw material costs of $24 million, higher conversion costs of $16 million, higher SAG of $11 million, lower volume of $6 million, lower earnings in other tire-related business of $4 million and decreased earnings of $4 million due to the sale of the OTR tire business. Operating income for third quarter of 2025 included incremental savings from rationalization plans of $12 million. Operating income in the third quarter of 2025 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $33 million and net rationalization charges of $16 million. Operating income in the third quarter of 2024 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $17 million and net rationalization reversals of $2 million. 43 Table of Contents Nine Months Ended September 30, 2025 and 2024 EMEA unit sales in the first nine months of 2025 decreased 0.7 million units, or 2.1%, to 35.6 million units. Replacement tire volume decreased 1.7 million units, or 6.6%, mainly driven by our consumer business, reflecting market softness and increased competition from the lower tier market. OE tire volume increased 1.0 million units, or 10.3%, primarily in our consumer business, reflecting share gains driven by new fitments. Net sales in the first nine months of 2025 were $4,028 million, increasing $54 million, or 1.4%, from $3,974 million in the first nine months of 2024. The increase in net sales was primarily driven by improvements in price and product mix of $121 million, higher sales in the other tire-related businesses of $44 million, primarily due to growth in Fleet Solutions, and the positive impact of changes in foreign exchange rates of $10 million, driven by a stronger euro, British pound and Polish zloty, partially offset by a weaker Turkish lira. These increases were partially offset by lower tire volume of $73 million and the impact of the sale of the OTR tire business of $141 million, excluding product supply agreement revenue of $89 million. Operating income in the first nine months of 2025 was flat, decreasing $54 million from operating income of $54 million in the first nine months of 2024. The change in operating income was primarily due to higher raw material costs of $122 million, a net benefit from insurance recoveries last year related to the Debica fire of $46 million, higher SAG of $43 million, higher conversion costs of $28 million, lower earnings in other tire-related businesses of $17 million, primarily due to mileage contracts, and lower tire volume of $14 million. These decreases were partially offset by favorable price and product mix of $119 million and benefits related to the Goodyear Forward plan of $97 million. Operating income for the first nine months of 2025 included incremental savings from rationalization plans of $24 million. Operating income in the third quarter of 2025 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $75 million and net rationalizations charges of $71 million. Operating income in the first nine months of 2024 excluded an $80 million net gain on asset sales, asset write-offs, accelerated depreciation and accelerated lease costs of $50 million, and net rationalization charges of $8 million. Asia Pacific Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2025 2024 Change Percent Change 2025 2024 Change Percent Change Tire Units 8.4 9.3 (0.9) (9.2) % 23.7 27.1 (3.4) (12.4) % Net Sales $ 501 $ 618 $ (117) (18.9) % $ 1,434 $ 1,814 $ (380) (20.9) % Operating Income 51 72 (21) (29.2) % 139 195 (56) (28.7) % Operating Margin 10.2% 11.7% 9.7% 10.7% Three Months Ended September 30, 2025 and 2024 Asia Pacific unit sales in the third quarter of 2025 decreased 0.9 million units, or 9.2%, to 8.4 million units. Replacement tire volume decreased 0.4 million units, or 9.7%, driven by actions taken to reduce lower margin business and softness in consumer replacement. OE tire volume decreased 0.5 million units, or 8.8%, primarily in China. Net sales in the third quarter of 2025 were $501 million, decreasing $117 million, or 18.9%, from $618 million in the third quarter of 2024. The decrease in net sales was primarily related to the sale of the OTR tire business of $52 million, excluding product supply agreement revenue of $1 million, lower tire volume of $49 million, lower sales in other tire-related business of $9 million, and the sale of the Dunlop brand of $8 million. Operating income in the third quarter of 2025 was $51 million, decreasing $21 million, or 29.2%, from $72 million in the third quarter of 2024. The decrease in operating income was primarily due to decreased earnings of $15 million due to the sale of the OTR tire business, lower tire volume of $12 million, higher conversion costs of $10 million, and higher raw material costs of $5 million. These decreases were partially offset by benefits related to the Goodyear Forward plan of $20 million. Operating income in the third quarter of 2025 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $2 million. Operating income in the third quarter of 2024 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $7 million, net rationalization charges of $1 million, and net gains on asset sales of $1 million. Nine Months Ended September 30, 2025 and 2024 Asia Pacific unit sales in the first nine months of 2025 decreased 3.4 million units, or 12.4%, to 23.7 million units. Replacement tire volume decreased 2.3 million units, or 16.4%, driven by actions taken to reduce lower margin business and softness in consumer replacement. OE tire volume decreased 1.1 million units, or 8.2%, primarily in China. Net sales in the first nine months of 2025 were $1,434 million, decreasing $380 million, or 20.9%, from $1,814 million in the first nine months of 2024. The decrease in net sales was primarily due to lower tire volume of $196 million, the sale of the 44 Table of Contents OTR tire business of $140 million, excluding product supply agreement revenue of $2 million, and the sale of the Dunlop brand of $46 million. These decreases were partially offset by favorable price and product mix of $32 million. Operating income in the first nine months of 2025 was $139 million, decreasing $56 million, or 28.7%, from $195 million in the first nine months of 2024. The decrease in operating income was primarily due to decreased earnings of $52 million due to the sale of the OTR tire business, lower tire volume of $46 million, higher raw material costs of $45 million, higher conversion costs of $13 million, and decreased earnings from other tire-related businesses of $4 million. These decreases were partially offset by benefits related to the Goodyear Forward plan of $56 million, favorable price and product mix of $38 million and other cost savings of $14 million. Operating income in the first nine months of 2025 excluded net gains on asset sales of $55 million, asset write-offs, accelerated depreciation and accelerated lease costs of $5 million and net rationalization charges of $1 million. Operating income in the first nine months of 2024 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $37 million, net rationalization charges of $14 million, and net gains on asset sales of $1 million. LIQUIDITY AND CAPITAL RESOURCES Our primary sources of liquidity are cash generated from our operating and financing activities. Our cash flows from operating activities are driven primarily by our operating results and changes in our working capital requirements and our cash flows from financing activities are dependent upon our ability to access credit or other capital. At both September 30, 2025 and December 31, 2024, we had $810 million in cash and cash equivalents. For the nine months ended September 30, 2025, net cash used for operating activities was $716 million, reflecting the Company's cash used for working capital of $1,210 million and the Company's net loss of $1,798 million, which included significant non-cash items of $1,345 million for provision for deferred income taxes, goodwill impairment of $674 million and net gains on asset sales of $700 million. Net cash provided by investing activities was $663 million, primarily representing proceeds from the sales of the OTR tire business and the Dunlop brand, as well as other asset dispositions, of $1,332 million, partially offset by capital expenditures of $649 million. Net cash provided by financing activities was $92 million, primarily due to net borrowings of $97 million. At September 30, 2025, we had $2,547 million of unused availability under our various credit agreements, compared to $3,555 million at December 31, 2024. The table below presents unused availability under our credit facilities at those dates: (In millions) September 30, 2025 December 31, 2024 First lien revolving credit facility $ 1,424 $ 2,049 European revolving credit facility 493 832 Chinese credit facilities 474 500 Mexican credit facility — — Other foreign and domestic debt 156 174 $ 2,547 $ 3,555 We have deposited our cash and cash equivalents and entered into various credit agreements and derivative contracts with financial institutions that we considered to be substantial and creditworthy at the time of such transactions. We seek to control our exposure to these financial institutions by diversifying our deposits, credit agreements and derivative contracts across multiple financial institutions, by setting deposit and counterparty credit limits based on long term credit ratings and other indicators of credit risk such as credit default swap spreads and default probabilities, and by monitoring the financial strength of these financial institutions on a regular basis. We also enter into master netting agreements with counterparties when possible. By controlling and monitoring exposure to financial institutions in this manner, we believe that we effectively manage the risk of loss due to nonperformance by a financial institution. However, we cannot provide assurance that we will not experience losses or delays in accessing our deposits or lines of credit due to the nonperformance of a financial institution. Our inability to access our cash deposits or make draws on our lines of credit, or the inability of a counterparty to fulfill its contractual obligations to us, could have a material adverse effect on our liquidity, financial condition or results of operations in the period in which it occurs. We expect our 2025 full-year cash flow needs to include capital expenditures of approximately $875 million. We also expect interest expense to be approximately $450 million; rationalization payments to be approximately $450 million; income tax payments to be approximately $160 million, excluding one-time items; and contributions to our funded pension plans to be $25 million to $50 million. We expect working capital to be a use of cash of approximately $150 million, reflecting the impact of tariffs in 2025. We are continuing to actively monitor our liquidity and intend to operate our business in a way that allows us to address our cash flow needs with our existing cash and available credit if they cannot be funded by cash generated from operating or other 45 Table of Contents financing activities. We believe that our liquidity position is adequate to fund our operating and investing needs and debt maturities for the next twelve months and to provide us with the ability to respond to further changes in the business environment. Our ability to service debt and operational requirements is also dependent, in part, on the ability of our subsidiaries to make distributions of cash to various other entities in our consolidated group, whether in the form of dividends, loans or otherwise. In certain countries where we operate, such as China, South Africa, Serbia and Argentina, transfers of funds into or out of such countries by way of dividends, loans, advances or payments to third-party or affiliated suppliers are generally or periodically subject to certain requirements, such as obtaining approval from the foreign government and/or currency exchange board before net assets can be transferred out of the country. In addition, certain of our credit agreements and other debt instruments limit the ability of foreign subsidiaries to make distributions of cash. Thus, we would have to repay and/or amend these credit agreements and other debt instruments in order to use this cash to service our consolidated debt. Because of the inherent uncertainty of satisfactorily meeting these requirements or limitations, we do not consider the net assets of our subsidiaries, including our Chinese, South African, Serbian and Argentinian subsidiaries, which are subject to such requirements or limitations to be integral to our liquidity or our ability to service our debt and operational requirements. At September 30, 2025, approximately $761 million of net assets, including approximately $169 million of cash and cash equivalents, were subject to such requirements. The requirements we must comply with to transfer funds out of China, South Africa, Serbia and Argentina have not adversely impacted our ability to make transfers out of those countries. Operating Activities Net cash used for operating activities was $716 million in the first nine months of 2025, compared to net cash used for operating activities of $591 million in the first nine months of 2024. The $125 million increase in net cash used for operating activities was primarily due to a higher use of working capital in the first nine months of 2025 compared to 2024 of $107 million. The increase in cash used for working capital reflects an increase in cash used for Inventory of $187 million, partially offset by a decrease in cash used for Accounts Receivable of $53 million and Accounts Payable — Trade of $27 million. These changes were driven by lower sales volume and the timing of accounts receivable collections in the first nine months of 2025 compared to the first nine months of 2024. Investing Activities Net cash provided by investing activities was $663 million in the first nine months of 2025, compared to net cash used for investing activities of $759 million in the first nine months of 2024. The $1,422 million increase in net cash provided by investing activities was primarily due to net cash provided by the sales of the OTR tire business and the Dunlop brand, as well as other asset dispositions, of $1,332 million in the first nine months of 2025, compared to $110 million in the first nine months of 2024. Capital expenditures were $649 million in the first nine months of 2025, compared to $912 million in the first nine months of 2024. Financing Activities Net cash provided by financing activities was $92 million in the first nine months of 2025, compared to net cash provided by financing activities of $1,315 million in the first nine months of 2024. The $1,223 million decrease in cash provided by financing activities was primarily related to net borrowings of $97 million in the first nine months of 2025, compared to net borrowings of $1,366 million in the first nine months of 2024. Credit Sources In aggregate, we had total credit arrangements of $10,545 million available at September 30, 2025, of which $2,547 million were unused, compared to $11,223 million available at December 31, 2024, of which $3,555 million were unused. At September 30, 2025, we had long term credit arrangements totaling $9,706 million, of which $2,319 million were unused, compared to $10,352 million and $3,263 million, respectively, at December 31, 2024. At September 30, 2025, we had short term committed and uncommitted credit arrangements totaling $839 million, of which $228 million were unused, compared to $871 million and $292 million, respectively, at December 31, 2024. The continued availability of the short term uncommitted arrangements is at the discretion of the relevant lenders and may be terminated at any time. Outstanding Notes At September 30, 2025, we had $4,392 million of outstanding notes, compared to $5,240 million at December 31, 2024. On February 19, 2025, we redeemed our remaining $500 million 9.5% senior notes due 2025 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest. On June 3, 2025, we issued $500 million in aggregate principal amount of 6.625% senior notes due 2030. These notes were sold at 100% of the principal amount and will mature on July 15, 2030. 46 Table of Contents 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, together with cash and cash equivalents, to redeem these notes. $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. 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. 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. 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. In addition, if the amount of outstanding borrowings and letters of credit under the facility exceeds the borrowing base, we would be required to prepay borrowings and/or cash collateralize letters of credit sufficient to eliminate the excess. As of September 30, 2025, our borrowing base was above the facility's stated amount of $2.75 billion. 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 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. 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. Both our first lien revolving credit facility and our European revolving credit facility have 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 under the first lien facility and December 31, 2021 under the European 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. 47 Table of Contents 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. 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. Letters of Credit At September 30, 2025, we had $227 million in letters of credit issued under bilateral letter of credit agreements and other foreign credit facilities. The majority of these letter of credit agreements are in lieu of security deposits. Supplier Financing We have entered into supplier finance programs with several financial institutions. Under these programs, the financial institutions act as our paying agents with respect to accounts payable due to our suppliers. We agree to pay the financial institutions the stated amount of the confirmed invoices from the designated suppliers on the original due dates of the invoices. Invoice payment terms can be up to 120 days based on industry norms for the specific item purchased. We do not pay any fees to the financial institutions and we do not pledge any assets as security or provide other forms of guarantees for these programs. These programs allow our suppliers to sell their receivables to the financial institutions at the sole discretion of the suppliers and the financial institutions on terms that are negotiated among them. We are not always notified when our suppliers sell receivables under these programs. Our obligations to our suppliers, including the amounts due and scheduled payment dates, are not impacted by our suppliers’ decisions to sell their receivables under these programs. The amounts available under these programs were $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. Further Information For a further description of the terms of our outstanding notes, first lien revolving credit facility, European revolving credit facility and pan-European accounts receivable securitization facility, refer to Note to the Consolidated Financial Statements No. 16, Financing Arrangements and Derivative Financial Instruments, in our 2024 Form 10‑K and Note to the Consolidated Financial Statements No. 9, Financing Arrangements and Derivative Financial Instruments, in this Form 10-Q. Covenant Compliance Our first lien revolving credit facility contains certain covenants that, among other things, limit our ability to incur additional debt or issue redeemable preferred stock, pay dividends, repurchase shares or make certain other restricted payments or investments, incur liens, sell assets, incur restrictions on the ability of our subsidiaries to pay dividends or to make other payments to us, enter into affiliate transactions, engage in sale and leaseback transactions, and consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. The indentures governing our notes also contain certain covenants that, among other things, limit our ability to incur liens, engage in sale and leaseback transactions, and consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. These covenants are subject to significant exceptions and qualifications. Our first lien revolving credit facility and the indentures governing our notes also have customary defaults, including cross-defaults to material indebtedness of Goodyear and its subsidiaries. We have an additional financial covenant in our first lien revolving credit facility that is currently not applicable. We become subject to that financial covenant when the aggregate amount of our Parent Company (The Goodyear Tire & Rubber Company) and guarantor subsidiaries cash and cash equivalents (“Available Cash”) plus our availability under our first lien revolving credit facility is less than $275 million. If this were to occur, our ratio of EBITDA to Consolidated Interest Expense may not be 48 Table of Contents less than 2.0 to 1.0 for the most recent period of four consecutive fiscal quarters. As of September 30, 2025, our unused availability under this facility of $1,424 million, plus our Available Cash of $124 million, totaled $1,548 million, which is in excess of $275 million. In addition, our European revolving credit facility contains non-financial covenants similar to the non-financial covenants in our first lien revolving credit facility that are described above, similar non-financial covenants specifically applicable to GEBV and its subsidiaries, and a financial covenant applicable only to GEBV and its subsidiaries. This financial covenant provides that we are not permitted to allow GEBV’s ratio of Consolidated Net GEBV Indebtedness to Consolidated GEBV EBITDA for a period of four consecutive fiscal quarters to be greater than 3.0 to 1.0 at the end of any fiscal quarter. Consolidated Net GEBV Indebtedness is determined net of the sum of cash and cash equivalents in excess of $100 million held by GEBV and its subsidiaries, cash and cash equivalents in excess of $150 million held by the Parent Company and its U.S. subsidiaries, and availability under our first lien revolving credit facility if the ratio of EBITDA to Consolidated Interest Expense described above is not applicable and the conditions to borrowing under the first lien revolving credit facility are met. Consolidated Net GEBV Indebtedness also excludes loans from other consolidated Goodyear entities. This financial covenant is also included in our pan-European accounts receivable securitization facility. At September 30, 2025, we were in compliance with this financial covenant. Our credit facilities also state that we may only incur additional debt or make restricted payments that are not otherwise expressly permitted if, after giving effect to the debt incurrence or the restricted payment, our ratio of EBITDA to Consolidated Interest Expense for the prior four fiscal quarters would exceed 2.0 to 1.0. Our credit facilities also permit the incurrence of additional debt through other provisions in those agreements without regard to our ability to satisfy the ratio-based incurrence test described above. We believe that these other provisions provide us with sufficient flexibility to incur additional debt necessary to meet our operating, investing and financing needs without regard to our ability to satisfy the ratio-based incurrence test. Covenants could change based upon a refinancing or amendment of an existing facility, or additional covenants may be added in connection with the incurrence of new debt. At September 30, 2025, we were in compliance with the currently applicable material covenants imposed by our principal credit facilities and indentures. The terms “Available Cash,” “EBITDA,” “Consolidated Interest Expense,” “Consolidated Net GEBV Indebtedness” and “Consolidated GEBV EBITDA” have the meanings given them in the respective credit facilities. Potential Future Financings In addition to the financing activities described above, we may seek to undertake additional financing actions which could include restructuring bank debt or capital markets transactions, possibly including the issuance of additional debt or equity. Given the inherent uncertainty of market conditions, access to the capital markets cannot be assured. Our future liquidity requirements may make it necessary for us to incur additional debt. However, a substantial portion of our assets are already subject to liens securing our indebtedness. As a result, we are limited in our ability to pledge our remaining assets as security for additional secured indebtedness. In addition, no assurance can be given as to our ability to raise additional unsecured debt. Dividends and Common Stock Repurchases Under our primary credit facilities, we are permitted to pay dividends on and repurchase our capital stock (which constitute restricted payments) as long as no default will have occurred and be continuing, additional indebtedness can be incurred under the credit facilities following the payment, and certain financial tests are satisfied. We do not currently pay a quarterly dividend on our common stock. 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. The restrictions imposed by our credit facilities are not expected to significantly affect our ability to pay dividends or repurchase our capital stock in the future. Asset Dispositions Historically, the restrictions on asset sales and sale and leaseback transactions imposed by our material indebtedness have not affected our ability to divest non-core businesses or assets. We may undertake additional asset sales and sale and leaseback transactions in the future. The restrictions imposed by our material indebtedness may require us to seek waivers or amendments of covenants or alternative sources of financing to proceed with future transactions. We cannot assure you that such waivers, amendments or alternative financing could be obtained, or if obtained, would be on terms acceptable to us. 49 Table of Contents Supplemental Guarantor Financial Information Certain of our subsidiaries, which are listed on Exhibit 22.1 to this Quarterly Report on Form 10-Q and are generally holding or operating companies, have guaranteed our obligations under the $700 million outstanding principal amount of 4.875% senior notes due 2027, the $850 million outstanding principal amount of 5% senior notes due 2029, the $500 million outstanding principal amount of 6.625% senior notes due 2030, the $550 million outstanding principal amount of 5.25% senior notes due April 2031, the $600 million outstanding principal amount of 5.25% senior notes due July 2031 and the $450 million outstanding principal amount of 5.625% senior notes due 2033 (collectively, the “Notes”). The Notes have been issued by The Goodyear Tire & Rubber Company (the “Parent Company”) and are its senior unsecured obligations. The Notes rank equally in right of payment with all of our existing and future senior unsecured obligations and senior to any of our future subordinated indebtedness. The Notes are effectively subordinated to our existing and future secured indebtedness to the extent of the assets securing that indebtedness. The Notes are fully and unconditionally guaranteed on a joint and several basis by each of our wholly-owned U.S. and Canadian subsidiaries that also guarantee our obligations under our first lien revolving credit facility (such guarantees, the “Guarantees”; and, such guaranteeing subsidiaries, the “Subsidiary Guarantors”). The Guarantees are senior unsecured obligations of the Subsidiary Guarantors and rank equally in right of payment with all existing and future senior unsecured obligations of our Subsidiary Guarantors. The Guarantees are effectively subordinated to existing and future secured indebtedness of the Subsidiary Guarantors to the extent of the assets securing that indebtedness. The Notes are structurally subordinated to all of the existing and future debt and other liabilities, including trade payables, of our subsidiaries that do not guarantee the Notes (the “Non-Guarantor Subsidiaries”). The Non-Guarantor Subsidiaries will have no obligation, contingent or otherwise, to pay amounts due under the Notes or to make funds available to pay those amounts. Certain Non-Guarantor Subsidiaries are limited in their ability to remit funds to us by means of dividends, advances or loans due to required foreign government and/or currency exchange board approvals or limitations in credit agreements or other debt instruments of those subsidiaries. The Subsidiary Guarantors, as primary obligors and not merely as sureties, jointly and severally irrevocably and unconditionally guarantee on a senior unsecured basis the performance and full and punctual payment when due of all obligations of the Parent Company under the Notes and the related indentures, whether for payment of principal of or interest on the Notes, expenses, indemnification or otherwise. The Guarantees of the Subsidiary Guarantors are subject to release in limited circumstances only upon the occurrence of certain customary conditions. Although the Guarantees provide the holders of Notes with a direct unsecured claim against the assets of the Subsidiary Guarantors, under U.S. federal bankruptcy law and comparable provisions of U.S. state fraudulent transfer laws, in certain circumstances a court could cancel a Guarantee and order the return of any payments made thereunder to the Subsidiary Guarantor or to a fund for the benefit of its creditors. A court might take these actions if it found, among other things, that when the Subsidiary Guarantors incurred the debt evidenced by their Guarantee (i) they received less than reasonably equivalent value or fair consideration for the incurrence of the debt and (ii) any one of the following conditions was satisfied: • the Subsidiary Guarantor was insolvent or rendered insolvent by reason of the incurrence; • the Subsidiary Guarantor was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or • the Subsidiary Guarantor intended to incur, or believed (or reasonably should have believed) that it would incur, debts beyond its ability to pay as those debts matured. In applying the above factors, a court would likely find that a Subsidiary Guarantor did not receive fair consideration or reasonably equivalent value for its Guarantee, except to the extent that it benefited directly or indirectly from the issuance of the Notes. The determination of whether a guarantor was or was not rendered “insolvent” when it entered into its guarantee will vary depending on the law of the jurisdiction being applied. Generally, an entity would be considered insolvent if the sum of its debts (including contingent or unliquidated debts) is greater than all of its assets at a fair valuation or if the present fair salable value of its assets is less than the amount that will be required to pay its probable liability on its existing debts, including contingent or unliquidated debts, as they mature. Under Canadian federal bankruptcy and insolvency laws and comparable provincial laws on preferences, fraudulent conveyances or other challengeable or voidable transactions, the Guarantees could be challenged as a preference, fraudulent conveyance, transfer at undervalue or other challengeable or voidable transaction. The test to be applied varies among the different pieces of legislation, but as a general matter these types of challenges may arise in circumstances where: • such action was intended to defeat, hinder, delay, defraud or prejudice creditors or others; 50 Table of Contents • such action was taken within a specified period of time prior to the commencement of proceedings under Canadian bankruptcy, insolvency or restructuring legislation in respect of a Subsidiary Guarantor, the consideration received by the Subsidiary Guarantor was conspicuously less than the fair market value of the consideration given, and the Subsidiary Guarantor was insolvent or rendered insolvent by such action and (in some circumstances, or) such action was intended to defraud, defeat or delay a creditor; • such action was taken within a specified period of time prior to the commencement of proceedings under Canadian bankruptcy, insolvency or restructuring legislation in respect of a Subsidiary Guarantor and such action was taken, or is deemed to have been taken, with a view to giving a creditor a preference over other creditors or, in some circumstances, had the effect of giving a creditor a preference over other creditors; or • a Subsidiary Guarantor is found to have acted in a manner that was oppressive, unfairly prejudicial to or unfairly disregarded the interests of any shareholder, creditor, director, officer or other interested party. In addition, in certain insolvency proceedings a Canadian court may subordinate claims in respect of the Guarantees to other claims against a Subsidiary Guarantor under the principle of equitable subordination if the court determines that (1) the holder of Notes engaged in some type of inequitable or improper conduct, (2) the inequitable or improper conduct resulted in injury to other creditors or conferred an unfair advantage upon the holder of Notes and (3) equitable subordination is not inconsistent with the provisions of the relevant solvency statute. If a court canceled a Guarantee, the holders of Notes would no longer have a claim against that Subsidiary Guarantor or its assets. Each Guarantee is limited, by its terms, to an amount not to exceed the maximum amount that can be guaranteed by the applicable Subsidiary Guarantor without rendering the Guarantee, as it relates to that Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Each Subsidiary Guarantor is a consolidated subsidiary of the Parent Company at the date of each balance sheet presented. The following tables present summarized financial information for the Parent Company and the Subsidiary Guarantors on a combined basis after elimination of (i) intercompany transactions and balances among the Parent Company and the Subsidiary Guarantors and (ii) equity in earnings from and investments in any Non-Guarantor Subsidiary. Summarized Balance Sheets (In millions) September 30, 2025 December 31, 2024 Total Current Assets (1) $ 5,932 $ 5,621 Total Non-Current Assets 6,105 8,606 Total Current Liabilities $ 2,991 $ 3,420 Total Non-Current Liabilities 8,131 7,932 (1) Includes receivables due from Non-Guarantor Subsidiaries of $1,401 million and $1,824 million as of September 30, 2025 and December 31, 2024, respectively. 51 Table of Contents Summarized Statements of Operations (In millions) Nine Months Ended September 30, 2025 Year Ended December 31, 2024 Net Sales $ 7,555 $ 10,402 Cost of Goods Sold 6,282 8,427 Selling, Administrative and General Expense 1,115 1,495 Goodwill and Intangible Asset Impairment 674 125 Rationalizations 116 27 Interest Expense 297 482 Other Income (57) (155) Net (Gains) on Asset Sales (138) (14) Income (Loss) before Income Taxes (2) $ (734) $ 15 Net Income (Loss) $ (2,106) $ 26 Goodyear Net Income (Loss) $ (2,106) $ 26 (2) Includes income from intercompany transactions with Non-Guarantor Subsidiaries of $379 million for the nine months ended September 30, 2025, primarily from royalties, intercompany product sales, dividends and interest, and $659 million for the year ended December 31, 2024, primarily from royalties, dividends, interest and intercompany product sales. CRITICAL ACCOUNTING POLICIES 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. Goodwill and intangible assets with indefinite useful lives are not amortized but are assessed for impairment annually on October 31 with the option to perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of the reporting unit or indefinite-lived intangible asset to its carrying value. In addition to the annual assessment, impairment evaluation is considered during interim periods when events occur or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. During our annual impairment assessment and in subsequent interim periods, we review events that occur or circumstances that change, including the macroeconomic environment, our business performance and our market capitalization, to determine if a quantitative impairment assessment is necessary. We review our business performance and the macroeconomic environment against our recent expectations and evaluate book value compared to market capitalization, including fluctuations in our stock price, to determine if this could be an indicator of potential impairment. Consideration is given as to whether a fluctuation in our stock price is a result of current market conditions, due to a transitory event or an event that is expected to continue to affect us, or is consistent with our historical stock price volatility. We also consider these factors compared to the results of our most recent quantitative goodwill impairment assessment. Under the qualitative assessment, we assess whether it is more likely than not (defined as a likelihood of more than 50%) that the fair value of our goodwill or indefinite-lived intangible assets is less than the respective carrying values. If it is more likely than not that an impairment exists, then a quantitative impairment assessment is performed. If under the quantitative assessment the fair value is less than the carrying value, an impairment loss will be recorded for the difference between the carrying value and the fair value. Under the quantitative assessment, we estimate the fair value of goodwill using the discounted cash flows of a reporting unit. For indefinite-lived intangible assets we estimate the fair value using discounted cash 52 Table of Contents flows following a relief-from-royalty method utilizing a market-based royalty rate. Forecasts of future cash flows are based on our best estimate of projected revenue and projected operating margin, based primarily on sales and production volume, pricing, raw material costs, market share, industry outlook, general economic conditions, and certain strategic actions we plan to implement. Cash flows are discounted using our weighted average cost of capital. 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. Future changes in the judgments, assumptions and estimates that are used in our impairment testing for goodwill and indefinite-lived intangible assets, including discount rates and cash flow projections, could result in significantly different estimates of the fair values. A significant reduction in the estimated fair values could result in impairment charges that could adversely affect our results of operations. 53 Table of Contents FORWARD-LOOKING INFORMATION — SAFE HARBOR STATEMENT Certain information in this Form 10-Q (other than historical data and information) may constitute forward-looking statements regarding events and trends that may affect our future operating results and financial position. The words “estimate,” “expect,” “intend” and “project,” as well as other words or expressions of similar meaning, are intended to identify forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Such statements are based on current expectations and assumptions, are inherently uncertain, are subject to risks and should be viewed with caution. Actual results and experience may differ materially from the forward-looking statements as a result of many factors, including: • if we do not successfully implement the Goodyear Forward plan and our other strategic initiatives, our operating results, financial condition and liquidity may be materially adversely affected; • we face significant global competition and our market share could decline; • raw material cost increases may materially adversely affect our operating results and financial condition; • we have experienced inflationary cost pressures, including with respect to wages, benefits and energy costs, that may materially adversely affect our operating results and financial condition; • delays or disruptions in our supply chain or in the provision of services, including utilities, to us could result in increased costs or disruptions in our operations; • a prolonged economic downturn or economic uncertainty could adversely affect our business and results of operations; • deteriorating economic conditions in any of our major markets, or an inability to access capital markets or third-party financing when necessary, may materially adversely affect our operating results, financial condition and liquidity; • if we experience a labor strike, work stoppage, labor shortage or other similar event at the Company or its joint ventures, our business, results of operations, financial condition and liquidity could be materially adversely affected; • financial difficulties, work stoppages, labor shortages, supply disruptions or economic conditions affecting our major OE customers, dealers or suppliers could harm our business; • our capital expenditures may not be adequate to maintain our competitive position and may not be implemented in a timely or cost-effective manner; • changes to tariffs, trade agreements or trade restrictions may materially adversely affect our operating results; • our international operations have certain risks that may materially adversely affect our operating results, financial condition and liquidity; • we have foreign currency translation and transaction risks that may materially adversely affect our operating results, financial condition and liquidity; • our long-term ability to meet our obligations, to repay maturing indebtedness or to implement strategic initiatives may be dependent on our ability to access capital markets in the future and to improve our operating results; • we have a substantial amount of debt, which could restrict our growth, place us at a competitive disadvantage or otherwise materially adversely affect our financial health; • any failure to be in compliance with any material provision or covenant of our debt instruments, or a material reduction in the borrowing base under our first lien revolving credit facility, could have a material adverse effect on our liquidity and operations; • our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly; • we have substantial fixed costs and, as a result, our operating income fluctuates disproportionately with changes in our net sales; • we may incur significant costs in connection with our contingent liabilities and tax matters; 54 Table of Contents • our reserves for contingent liabilities and our recorded insurance assets are subject to various uncertainties, the outcome of which may result in our actual costs being significantly higher than the amounts recorded; • environmental issues, including climate change, or legal, regulatory or market measures to address environmental issues, may negatively affect our business and operations and cause us to incur significant costs; • we are subject to extensive government regulations that may materially adversely affect our operating results; • we may be adversely affected by any disruption in, or failure of, our information technology systems due to computer viruses, unauthorized access, cyber-attack, natural disasters or other similar disruptions; • we may not be able to protect our intellectual property rights adequately; • if we are unable to attract and retain key personnel, our business could be materially adversely affected; and • we may be impacted by economic and supply disruptions associated with events beyond our control, such as war, including the current conflicts between Russia and Ukraine and in the Middle East, acts of terror, political unrest, public health concerns, labor disputes or natural disasters. It is not possible to foresee or identify all such factors. We will not revise or update any forward-looking statement or disclose any facts, events or circumstances that occur after the date hereof that may affect the accuracy of any forward-looking statement. 55 Table of Contents