Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Management's Report on Internal Control over Financial Reporting
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Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
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Consolidated Financial Statements of The Goodyear Tire & Rubber Company:
Consolidated Statements of Operations for each of the three years ended December 31, 2025, 2024 and 2023
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Consolidated Statements of Comprehensive Income (Loss) for each of the three years ended December 31, 2025, 2024 and 2023
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Consolidated Balance Sheets at December 31, 2025 and December 31, 2024
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Consolidated Statements of Shareholders’ Equity for each of the three years ended December 31, 2025, 2024 and 2023
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Consolidated Statements of Cash Flows for each of the three years ended December 31, 2025, 2024 and 2023
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Notes to Consolidated Financial Statements
65
Financial Statement Schedule:
The following consolidated financial statement schedule of The Goodyear Tire & Rubber Company is filed as part of this Annual Report on Form 10-K and should be read in conjunction with the Consolidated Financial Statements of The Goodyear Tire & Rubber Company:
Schedule II – Valuation and Qualifying Accounts for each of the three years ended December 31, 2025, 2024 and 2023
FS- 2
Schedules not listed above have been omitted since they are not applicable or are not required, or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto.
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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined under Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934, as amended.
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with generally accepted accounting principles.
Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with appropriate authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an assessment of the Company’s internal control over financial reporting as of December 31, 2025 using the framework specified in Internal Control — Integrated Framework (2013) , published by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is presented in this Annual Report on Form 10-K.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of The Goodyear Tire & Rubber Company
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the consolidated financial statements, including the related notes and financial statement schedule, of The Goodyear Tire & Rubber Company and its subsidiaries (the "Company") as listed in the index appearing under Item 8 (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Interim Goodwill Impairment Assessment – North America Reporting Unit
As described in Notes 1 and 12 to the consolidated financial statements, goodwill is assessed for impairment annually. In addition to annual testing, impairment testing is conducted when events occur or circumstances change that would more likely than not reduce the fair value of the asset below its carrying amount. During the third quarter of 2025, the Company experienced continued industry disruption in its Americas reportable segment, which resulted in a reduction in the near-term and long-term outlook. The Company also experienced a decline in market capitalization as a result of a decrease in the stock price. Management viewed these events as triggering events and performed a quantitative analysis of the fair value of the North America reporting unit as of September 30, 2025, which resulted in a full goodwill impairment of $674 million. Management determined the estimated fair value of the North America reporting unit based on a discounted cash flow model. The most critical assumptions used in the calculation of the fair value of the North America reporting unit were the projected revenue, projected operating margin, and discount rate.
The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessment of the North America reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the North America reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the projected revenue, projected operating margin, and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s interim goodwill impairment assessment, including controls over the valuation of the North America reporting unit. These procedures also included, among others, (i) testing management's process for developing the fair value estimate of the North America reporting unit; (ii) evaluating the appropriateness of the discounted cash flow model used by management; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the projected revenue, projected operating margin, and discount rate. Evaluating management’s assumptions related to the projected revenue and projected operating margin involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the North America reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow model and (ii) the reasonableness of the discount rate assumption.
/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
February 10, 2026
We have served as the Company’s auditor since 1898.
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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
(In millions, except per share amounts) 2025 2024 2023
Net Sales (Note 3)
$ 18,280 $ 18,878 $ 20,066
Cost of Goods Sold 14,909 15,192 16,582
Selling, Administrative and General Expense 2,719 2,782 2,814
Goodwill and Intangible Asset Impairment (Note 12)
674 125 230
Rationalizations (Note 4)
194 86 502
Interest Expense (Note 5)
445 522 532
Other (Income) Expense (Note 6)
288 134 231
Net (Gain) Loss on Asset Sales (Note 2)
( 816 ) ( 93 ) ( 104 )
Income (Loss) before Income Taxes
( 133 ) 130 ( 721 )
United States and Foreign Tax Expense (Note 7)
1,567 95 10
Net Income (Loss)
( 1,700 ) 35 ( 731 )
Less: Minority Shareholders’ Net Income (Loss)
21 ( 11 ) ( 2 )
Goodyear Net Income (Loss)
$ ( 1,721 ) $ 46 $ ( 729 )
Goodyear Net Income (Loss) — Per Share of Common Stock
Basic $ ( 5.99 ) $ 0.16 $ ( 2.56 )
Weighted Average Shares Outstanding (Note 8)
288 287 285
Diluted $ ( 5.99 ) $ 0.16 $ ( 2.56 )
Weighted Average Shares Outstanding (Note 8)
288 288 285
The accompanying notes are an integral part of these consolidated financial statements.
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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Year Ended December 31,
(In millions) 2025 2024 2023
Net Income (Loss)
$ ( 1,700 ) $ 35 $ ( 731 )
Other Comprehensive Income (Loss):
Foreign currency:
Foreign currency translation, net of tax of $ 0 in 2025 ($( 7 ) in 2024, $ 2 in 2023)
45 ( 95 ) 54
Reclassification adjustment for amounts recognized in income, net of tax of $ 0 in 2025 ($ 0 in 2024, $ 0 in 2023)
8 — —
Defined benefit plans:
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $ 4 in 2025 ($ 27 in 2024, $ 26 in 2023)
97 81 80
Decrease/(increase) in net actuarial losses, net of tax of $( 4 ) in 2025 ($ 0 in 2024, $( 36 ) in 2023)
( 82 ) ( 16 ) ( 125 )
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures, net of tax of $ 0 in 2025 ($( 1 ) in 2024, $ 11 in 2023)
199 ( 2 ) 36
Prior service credit (cost) from plan amendments, net of tax of $ 0 in 2025 ($ 8 in 2024, $ 0 in 2023)
— 23 —
Deferred derivative gain:
Deferred derivative losses, net of tax of $ 0 in 2025 ($ 0 in 2024, $ 0 in 2023)
— — ( 5 )
Reclassification adjustment for amounts recognized in income, net of tax of $ 0 in 2025 ($ 0 in 2024, $ 0 in 2023)
— ( 1 ) 4
Other Comprehensive Income (Loss)
267 ( 10 ) 44
Comprehensive Income (Loss)
( 1,433 ) 25 ( 687 )
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders
32 ( 12 ) 2
Goodyear Comprehensive Income (Loss)
$ ( 1,465 ) $ 37 $ ( 689 )
The accompanying notes are an integral part of these consolidated financial statements.
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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
(In millions, except share data) 2025 2024
Assets:
Current Assets:
Cash and Cash Equivalents (Note 1)
$ 801 $ 810
Accounts Receivable (Note 10)
2,341 2,482
Inventories (Note 11)
3,572 3,554
Assets Held for Sale (Note 1)
58 466
Prepaid Expenses and Other Current Assets 446 277
Total Current Assets 7,218 7,589
Goodwill (Note 12)
42 756
Intangible Assets (Note 12)
663 805
Deferred Income Taxes (Note 7)
348 1,686
Other Assets (Note 13)
1,096 1,052
Operating Lease Right-of-Use Assets (Note 15)
998 951
Property, Plant and Equipment (Note 14)
7,843 8,082
Total Assets $ 18,208 $ 20,921
Liabilities:
Current Liabilities:
Accounts Payable — Trade $ 3,879 $ 4,092
Compensation and Benefits (Notes 18 and 19)
578 606
Other Current Liabilities 1,259 1,089
Notes Payable and Overdrafts (Note 16)
506 558
Operating Lease Liabilities due Within One Year (Note 15)
196 200
Long Term Debt and Finance Leases due Within One Year (Notes 15 and 16)
364 832
Total Current Liabilities 6,782 7,377
Operating Lease Liabilities (Note 15)
862 804
Long Term Debt and Finance Leases (Notes 15 and 16)
5,328 6,392
Compensation and Benefits (Notes 18 and 19)
787 789
Deferred Income Taxes (Note 7)
105 108
Other Long Term Liabilities 941 628
Total Liabilities 14,805 16,098
Commitments and Contingent Liabilities (Note 20)
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Common Stock, no par value:
Authorized, 450 million shares, Outstanding shares — 286 million ( 285 million in 2024)
286 285
Capital Surplus 3,175 3,159
Retained Earnings 3,360 5,081
Accumulated Other Comprehensive Loss (Note 22)
( 3,588 ) ( 3,844 )
Goodyear Shareholders’ Equity 3,233 4,681
Minority Shareholders’ Equity — Nonredeemable 170 142
Total Shareholders’ Equity 3,403 4,823
Total Liabilities and Shareholders’ Equity $ 18,208 $ 20,921
The accompanying notes are an integral part of these consolidated financial statements.
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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Dollars in millions, except per share amounts) Common Stock Capital
Surplus Retained
Earnings Accumulated
Other
Comprehensive Loss Goodyear
Shareholders'
Equity Minority
Shareholders'
Equity — Non-
Redeemable Total
Shareholders'
Equity
Shares Amount
Balance at December 31, 2022
(after deducting 41,391,555 common treasury shares)
282,896,352 $ 283 $ 3,117 $ 5,764 $ ( 3,875 ) $ 5,289 $ 163 $ 5,452
Net income (loss) ( 729 ) ( 729 ) ( 2 ) ( 731 )
Other comprehensive income (loss) 40 40 4 44
Total comprehensive income (loss) ( 689 ) 2 ( 687 )
Stock-based compensation plans 17 17 17
Dividends declared ( 3 ) ( 3 )
Common stock issued from treasury 889,911 1 ( 1 )
Balance at December 31, 2023
(after deducting 40,501,644 common treasury shares)
283,786,263 $ 284 $ 3,133 $ 5,035 $ ( 3,835 ) $ 4,617 $ 162 $ 4,779
There were no dividends declared or paid for the year ended December 31, 2023.
The accompanying notes are an integral part of these consolidated financial statements.
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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - (Continued)
(Dollars in millions, except per share amounts) Common Stock Capital
Surplus Retained
Earnings Accumulated
Other
Comprehensive Loss Goodyear
Shareholders'
Equity Minority
Shareholders'
Equity — Non-
Redeemable Total
Shareholders'
Equity
Shares Amount
Balance at December 31, 2023
(after deducting 40,501,644 common treasury shares)
283,786,263 $ 284 $ 3,133 $ 5,035 $ ( 3,835 ) $ 4,617 $ 162 $ 4,779
Net income (loss) 46 46 ( 11 ) 35
Other comprehensive income (loss) ( 9 ) ( 9 ) ( 1 ) ( 10 )
Total comprehensive income (loss) 37 ( 12 ) 25
Stock-based compensation plans 30 30 30
Dividends declared ( 8 ) ( 8 )
Common stock issued from treasury 1,188,000 1 ( 4 ) ( 3 ) ( 3 )
Balance at December 31, 2024
(after deducting 39,313,644 common treasury shares)
284,974,263 $ 285 $ 3,159 $ 5,081 $ ( 3,844 ) $ 4,681 $ 142 $ 4,823
There were no dividends declared or paid for the year ended December 31, 2024.
The accompanying notes are an integral part of these consolidated financial statements.
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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - (Continued)
(Dollars in millions, except per share amounts) Common Stock Capital
Surplus Retained
Earnings Accumulated
Other
Comprehensive Loss Goodyear
Shareholders'
Equity Minority
Shareholders'
Equity — Non-
Redeemable Total
Shareholders'
Equity
Shares Amount
Balance at December 31, 2024
(after deducting 39,313,644 common treasury shares)
284,974,263 $ 285 $ 3,159 $ 5,081 $ ( 3,844 ) $ 4,681 $ 142 $ 4,823
Net income (loss) ( 1,721 ) ( 1,721 ) 21 ( 1,700 )
Other comprehensive income (loss) 256 256 11 267
Total comprehensive income (loss) ( 1,465 ) 32 ( 1,433 )
Stock-based compensation plans 23 23 23
Dividends declared ( 4 ) ( 4 )
Common stock issued from treasury 1,272,782 1 ( 7 ) ( 6 ) ( 6 )
Balance at December 31, 2025
(after deducting 38,040,862 common treasury shares)
286,247,045 $ 286 $ 3,175 $ 3,360 $ ( 3,588 ) $ 3,233 $ 170 $ 3,403
There were no dividends declared or paid for the year ended December 31, 2025.
The accompanying notes are an integral part of these consolidated financial statements.
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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
(In millions) 2025 2024 2023
Cash Flows from Operating Activities:
Net Income (Loss)
$ ( 1,700 ) $ 35 $ ( 731 )
Adjustments to Reconcile Net Income (Loss) to Cash Flows from Operating Activities:
Depreciation and Amortization 1,045 1,049 1,001
Amortization and Write-Off of Debt Issuance Costs 19 14 15
Goodwill and Intangible Asset Impairment (Note 12)
674 125 230
Provision for Deferred Income Taxes (Note 7)
1,357 ( 65 ) ( 230 )
Net Pension Curtailments and Settlements (Note 18)
201 ( 3 ) 40
Net Rationalization Charges (Note 4)
194 86 502
Rationalization Payments ( 431 ) ( 198 ) ( 99 )
Net Gains on Asset Sales (Note 2)
( 816 ) ( 93 ) ( 104 )
Loss (Gain) on Insurance Recoveries for Damaged Property, Plant and Equipment
— ( 75 ) —
Operating Lease Expense (Note 15)
318 326 302
Operating Lease Payments (Note 15)
( 287 ) ( 277 ) ( 278 )
Pension Contributions and Direct Payments ( 83 ) ( 69 ) ( 54 )
Changes in Operating Assets and Liabilities, Net of Asset Acquisitions and Dispositions:
Accounts Receivable 215 127 ( 59 )
Inventories 12 ( 106 ) 933
Accounts Payable — Trade ( 248 ) ( 78 ) ( 531 )
Compensation and Benefits 28 24 48
Other Current Liabilities 247 ( 151 ) 158
Other Assets and Liabilities 51 27 ( 111 )
Total Cash Flows from Operating Activities
796 698 1,032
Cash Flows from Investing Activities:
Capital Expenditures ( 826 ) ( 1,188 ) ( 1,050 )
Insurance Recoveries for Damaged Property, Plant and Equipment — 62 —
Cash Proceeds from Sale and Leaseback Transactions (Note 2)
— 16 99
Asset Dispositions 1,802 115 16
Short Term Securities Acquired — — ( 97 )
Short Term Securities Redeemed — 2 94
Long Term Securities Acquired — — ( 11 )
Long Term Securities Redeemed 4 4 6
Notes Receivable 14 ( 23 ) ( 79 )
Other Transactions 3 7 ( 13 )
Total Cash Flows from Investing Activities 997 ( 1,005 ) ( 1,035 )
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred 966 1,326 954
Short Term Debt and Overdrafts Paid ( 1,033 ) ( 1,095 ) ( 1,009 )
Long Term Debt Incurred 16,071 14,420 9,932
Long Term Debt Paid ( 17,763 ) ( 14,387 ) ( 10,220 )
Common Stock Issued ( 6 ) ( 3 ) ( 2 )
Transactions with Minority Interests in Subsidiaries ( 4 ) ( 8 ) ( 3 )
Debt Related Costs and Other Transactions ( 1 ) ( 28 ) 15
Total Cash Flows from Financing Activities ( 1,770 ) 225 ( 333 )
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash 23 ( 39 ) 10
Net Change in Cash, Cash Equivalents and Restricted Cash 46 ( 121 ) ( 326 )
Cash, Cash Equivalents and Restricted Cash at Beginning of the Period 864 985 1,311
Cash, Cash Equivalents and Restricted Cash at End of the Period $ 910 $ 864 $ 985
The accompanying notes are an integral part of these consolidated financial statements.
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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Accounting Policies
A summary of the significant accounting policies used in the preparation of the accompanying consolidated financial statements follows:
Basis of Presentation
The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Preparation of the consolidated financial statements requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements and notes. Actual results could differ from these estimates.
Revision of Previously Issued Financial Statements
In preparing the consolidated financial statements for the quarter ended June 30, 2025, we identified errors in our previously issued financial statements related to our historical computation of currency remeasurement of our foreign operations in Turkey, which was designated as a highly inflationary economy beginning April 1, 2022. Upon that designation, the operations and balance sheet in that country should be remeasured into our parent company reporting currency, with remeasurement gains and losses recognized in earnings to reflect the impact of currency translation on our financial results. Our computation did not reflect the full inflationary impact. The identified errors impacted our previously issued 2023 and 2024 annual and interim financial statements. There were no impacts on previously reported cash flows from operating, investing and financing activities in any prior periods.
We evaluated the errors in accordance with SEC Staff Accounting Bulletin Nos. 99 and 108 and determined that the related impacts were not material in any previously issued annual or interim financial statements. We revised the prior period amounts presented in these financial statements to correct the errors. The applicable notes to the accompanying financial statements have also been corrected to reflect the impact of the revisions of the previously filed consolidated annual financial statements. A summary of the revisions to the previously issued financial information is included in Note to the Consolidated Financial Statements No. 23, Revision Of Previously Issued Financial Statements.
Recently Adopted Accounting Standards
Effective January 2025, we adopted an Accounting Standards Update ("ASU") to improve disclosures required for income taxes, specifically related to existing rate reconciliation and income taxes paid information and the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and requiring income taxes paid to be disaggregated by jurisdiction. The prospective adoption of this standards update did not impact our consolidated financial statements; however, it resulted in changes to our consolidated financial statement disclosures primarily related to our effective tax rate reconciliation. Refer to Note to the Consolidated Financial Statements No. 7, Income Taxes.
Recently Issued Accounting Standards
On November 4, 2024, the Financial Accounting Standards Board ("FASB") issued a final ASU to require disaggregated disclosure of income statement expenses. This new standard requires certain expense categories, including selling expenses, to be disaggregated in the notes to the consolidated financial statements. The standards update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are currently assessing the impact of this standards update on our disclosures in the notes to the consolidated financial statements.
On September 18, 2025, the FASB issued a final ASU to modernize the accounting for internal-use software. This update replaces the previous stage-based capitalization model with a principles-based approach, allowing capitalization of software development costs once management has authorized and committed funding and it is probable the project will be completed and perform its intended function. The ASU also consolidates guidance for website development under the internal-use software framework and expands applicability to cloud-based and agile development methods. The standards update is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. We are currently assessing the impact of this standards update on our accounting policies and disclosures.
Acquisitions
We include the results of operations of the businesses in which we acquire a controlling financial interest in our consolidated financial statements beginning as of the acquisition date. On the acquisition date, we recognize, separate from goodwill, the assets acquired, including separately identifiable intangible assets, and the liabilities assumed at their fair
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values. The excess of the consideration transferred over the fair values assigned to the net identifiable assets and liabilities of the acquired business is recognized as goodwill. Transaction costs are recognized separately from the acquisition and are expensed as incurred.
Principles of Consolidation
The consolidated financial statements include the accounts of all legal entities in which we hold a controlling financial interest. A controlling financial interest generally arises from our ownership of a majority of the voting shares of our subsidiaries. We would also hold a controlling financial interest in variable interest entities if we are considered to be the primary beneficiary. Investments in companies in which we do not own a majority interest and we have the ability to exercise significant influence over operating and financial policies are accounted for using the equity method. Investments in other companies are carried at cost. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes to the consolidated financial statements. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates, including those related to:
• goodwill, intangibles and other long-lived assets,
• general and product liabilities and other litigation,
• workers’ compensation,
• deferred tax asset valuation allowances and uncertain income tax positions,
• rationalization plans,
• pension and other postretirement benefits, and
• various other operating allowances and accruals, based on currently available information.
Changes in facts and circumstances may alter such estimates and affect results of operations and financial position in future periods.
Revenue Recognition and Accounts Receivable Valuation
Sales are recognized when obligations under the terms of a contract are satisfied and control is transferred. This generally occurs with shipment or delivery, depending on the terms of the underlying contract, or when services have been rendered. Sales are measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. The amount of consideration we receive and sales we recognize can vary due to changes in sales incentives, rebates, rights of return or other items we offer our customers, for which we estimate the expected amounts based on an analysis of historical experience, or as the most likely amount in a range of possible outcomes. Payment terms with customers vary by region and customer, but are generally 30 - 90 days or at the point of sale for our consumer retail locations. Net sales exclude sales, value added and other taxes. Costs to obtain contracts are generally expensed as incurred due to the short term nature of individual contracts. Incidental items that are immaterial in the context of the contract are recognized as expense as incurred. We have elected to recognize the costs incurred for transportation of products to customers as a component of Cost of Goods Sold ("CGS").
Appropriate provisions are made for uncollectible accounts based on historical loss experience, portfolio duration, economic conditions and credit risk, considering both expected future losses as well as current incurred losses. The adequacy of the allowances are assessed quarterly.
Research and Development Costs
Research and development costs include, among other things, materials, equipment, compensation and contract services. These costs are expensed as incurred and included as a component of CGS. Research and development expenditures were $ 380 million, $ 426 million and $ 461 million in 2025, 2024 and 2023, respectively.
Warranty
Warranties are provided on the sale of certain of our products and services and an accrual for estimated future claims is recorded at the time revenue is recognized. Tire replacement under most of the warranties we offer is on a prorated basis. Warranty reserves are based on past claims experience, sales history and other considerations. Refer to Note to the Consolidated Financial Statements No. 20, Commitments and Contingent Liabilities.
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Environmental Cleanup Matters
We expense environmental costs related to existing conditions resulting from past or current operations and from which no current or future benefit is discernible. Expenditures that extend the life of the related property or mitigate or prevent future environmental contamination are capitalized. We determine our liability on a site by site basis and record a liability at the time when it is probable and can be reasonably estimated. Our estimated liability is reduced to reflect the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective share of the relevant costs. Our estimated liability is not discounted or reduced for possible recoveries from insurance carriers. Refer to Note to the Consolidated Financial Statements No. 20, Commitments and Contingent Liabilities.
Legal Costs
We record a liability for estimated legal and defense costs related to pending general and product liability claims, environmental matters and workers’ compensation claims. Refer to Note to the Consolidated Financial Statements No. 20, Commitments and Contingent Liabilities.
Advertising Costs
Costs incurred for producing and communicating advertising are generally expensed when incurred as a component of Selling, Administrative and General Expense ("SAG"). Costs incurred under our cooperative advertising programs with dealers and franchisees are generally recorded as reductions of sales as related revenues are recognized. Advertising costs, including costs for our cooperative advertising programs with dealers and franchisees, were $ 362 million, $ 327 million and $ 364 million in 2025, 2024 and 2023, respectively.
Rationalizations
We record costs for rationalization actions implemented to reduce excess and high-cost manufacturing capacity and operating and administrative costs. Associate-related costs include severance, supplemental unemployment compensation and benefits, medical benefits, pension curtailments, postretirement benefits, and other termination benefits. For ongoing benefit arrangements, a liability is recognized when it is probable that employees will be entitled to benefits and the amount can be reasonably estimated. For one-time benefit arrangements, a liability is incurred and must be accrued at the date the plan is communicated to employees, unless they will be retained beyond a minimum retention period. In this case, the liability is calculated at the date the plan is communicated to employees and is accrued ratably over the future service period. For voluntary benefit arrangements, a liability is not estimable and is not recognized until eligible associates apply for the benefit and we accept the applications. Other costs generally include contract termination and relocation costs. A liability for these costs is recognized in the period in which the liability is incurred. Rationalization actions related to accelerated depreciation or amortization, asset impairments, and non-cancelable leases, are recorded in CGS or SAG. Refer to Note to the Consolidated Financial Statements No. 4, Costs Associated with Rationalization Programs.
Income Taxes
Income taxes are recognized during the year in which transactions enter into the determination of financial statement income, with deferred taxes being provided for temporary differences between carrying values of assets and liabilities for financial reporting purposes and such carrying values as measured under applicable tax laws. The effect on deferred tax assets or liabilities of a change in the tax law or tax rate is recognized in the period the change is enacted. Valuation allowances are recorded to reduce net deferred tax assets to the amount that is more likely than not to be realized. The calculation of our tax liabilities also involves considering uncertainties in the application of complex tax regulations. We recognize liabilities for uncertain income tax positions based on our estimate of whether it is more likely than not that additional taxes will be required and we report related interest and penalties as income taxes. To the extent that we incur expense under global intangible low-taxed income provisions, we will treat it as a component of income tax expense in the period incurred. Our policy is to utilize an item-by-item approach to release stranded income tax effects from Accumulated Other Comprehensive Loss ("AOCL"). Refer to Note to the Consolidated Financial Statements No. 7, Income Taxes.
Assets and Liabilities Held for Sale
Assets and liabilities are classified as held for sale when management approves and commits to a formal plan to actively market the assets for sale at a price reasonable in relation to their estimated fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets is probable and expected to be completed within one year, and it is unlikely that significant changes will be made to the plan. When all of these criteria have been met, the assets and liabilities are classified as held for sale in the balance sheet. Assets classified as held for sale are reported at the lower of their carrying value or fair value less costs to sell. Depreciation of assets ceases upon designation as held for sale. At December 31, 2025, Assets Held for Sale of $ 58 million, related to the sale of the Dunlop tire inventory in Europe were included in the
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Consolidated Balance Sheets. At December 31, 2024, assets classified as held for sal e of $ 466 million and liabilities classified as held for sale of $ 51 million related to the sale of our off-the-road ("OTR") tire business were included within Assets Held for Sale and Other Current Liabilities, respectively, in the Consolidated Balance Sheets. Refer to Note to the Consolidated Financial Statements No. 2, Divestitures, for additional information.
Cash and Cash Equivalents / Consolidated Statements of Cash Flows / Restricted Cash
Cash and cash equivalents consist of cash on hand and marketable securities with original maturities of three months or less. Substantially all of our cash and short-term investment securities are held with investment grade rated counterparties. At December 31, 2025, our cash investments with any single counterparty did not exceed approximately $ 205 million.
Cash flows associated with derivative financial instruments designated as hedges of identifiable transactions or events are classified in the same category as the cash flows from the related hedged items. Cash flows associated with derivative financial instruments not designated as hedges are classified as operating activities. Bank overdrafts, if any, are recorded within Notes Payable and Overdrafts. Cash flows associated with bank overdrafts are classified as financing activities.
Customer prepayments for products and government grants received that predominately relate to operations are reported as operating activities. Government grants received that are predominately related to capital expenditures are reported as investing activities. The Consolidated Statements of Cash Flows are presented net of finance leases of $ 3 million, $ 8 million and $ 19 million originating in the years ended December 31, 2025, 2024 and 2023, respectively. Cash flows from investing activities in 2025 exclude $ 238 million of accrued capital expenditures remaining unpaid at December 31, 2025, and include payment for $ 302 million of capital expenditures that were accrued and unpaid at December 31, 2024. Cash flows from investing activities in 2024 exclude $ 302 million of accrued capital expenditures remaining unpaid at December 31, 2024, and include payment for $ 348 million of capital expenditures that were accrued and unpaid at December 31, 2023. Cash flows from investing activities in 2023 exclude $ 348 million of accrued capital expenditures remaining unpaid at December 31, 2023, and include payment for $ 324 million of capital expenditures that were accrued and unpaid at December 31, 2022.
The following table provides a reconciliation of Cash, Cash Equivalents and Restricted Cash as reported within the Consolidated Statements of Cash Flows:
December 31,
(In millions) 2025 2024 2023
Cash and Cash Equivalents $ 801 $ 810 $ 902
Restricted Cash 109 54 83
Total Cash, Cash Equivalents and Restricted Cash $ 910 $ 864 $ 985
Restricted Cash primarily represents amounts required to be set aside for accounts receivable factoring programs. The restrictions lapse when cash from factored accounts receivable is remitted to the purchaser of those receivables. Restricted cash at December 31, 2025 also includes amounts collected in connection with ongoing agreements related to the sale of our OTR tire business. At December 31, 2025 and 2024, $ 109 million and $ 54 million was recorded in Prepaid Expenses and Other Current Assets in the Consolidated Balance Sheets, respectively.
Restricted Net Assets
In certain countries where we operate, transfers of funds into or out of such countries by way of dividends, loans or advances are generally or periodically subject to various governmental regulations. In addition, certain of our credit agreements and other debt instruments limit the ability of foreign subsidiaries to make cash distributions. At December 31, 2025, approximately $ 731 million of net assets were subject to such regulations or limitations.
Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out or the average cost method. Costs include direct material, direct labor and applicable manufacturing and engineering overhead. We allocate fixed manufacturing overheads based on normal production capacity and recognize abnormal manufacturing costs as period costs. We determine a provision for excess and obsolete inventory based on management’s review of inventories on hand compared to estimated future usage and sales. Refer to Note to the Consolidated Financial Statements No. 11, Inventories.
Goodwill and Intangible Assets
Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired. Goodwill and intangible assets with indefinite useful lives are not amortized but are assessed for impairment annually with the option to perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a
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quantitative assessment by comparing the fair value of the reporting unit or indefinite-lived intangible to its carrying amount. Under the qualitative assessment, an entity is not required to calculate the fair value unless the entity determines that it is more likely than not that the fair value is less than the carrying amount. If under the quantitative assessment the fair value is less than the carrying amount, then an impairment loss will be recorded for the difference between the carrying value and the fair value.
In addition to annual testing, impairment testing is conducted when events occur or circumstances change, including the macroeconomic environment, our business performance or our market capitalization, that would more likely than not reduce the fair value of the asset below its carrying amount. Goodwill and intangible assets with indefinite useful lives would be written down to fair value if considered impaired. Intangible assets with finite useful lives are amortized to their estimated residual values over such finite lives, and reviewed for impairment whenever events or circumstances warrant such a review. Refer to Note to the Consolidated Financial Statements No. 12, Goodwill and Intangible Assets.
Insurance Claims
We maintain third-party insurance coverage for property damage, repair expenses and business interruption, subject to a $ 50 million deductible per occurrence. After consultation with our legal counsel and giving consideration to agreements with certain of our insurance carriers, the financial viability and legal obligations of our insurance carriers and other relevant factors, we determine an amount we expect is probable of recovery from such carriers. We record a receivable for property damage and repair expenses as incurred. For business interruption recoveries, we do not record a receivable until the claim is substantially complete.
Investments
Investments in marketable securities are stated at fair value. Fair value is determined using quoted market prices at the end of the reporting period and, when appropriate, exchange rates at that date. Unrealized gains and losses on marketable equity securities are recorded in earnings. Unrealized gains and losses on marketable debt securities classified as available-for-sale are recorded in AOCL, net of tax. Our investments in TireHub, LLC (“TireHub”), a distribution joint venture in the U.S., and ACTR Company Limited ("ACTR"), a tire manufacturing joint venture in Vietnam, are accounted for under the equity method.
We regularly review our investments to determine whether a decline in fair value below their recorded amount is other than temporary. If the decline in fair value is judged to be other than temporary, the investment is written down to fair value and the amount of the write-down is included in the Consolidated Statements of Operations. Refer to Notes to the Consolidated Financial Statements No. 13, Other Assets and Investments, No. 17, Fair Value Measurements, and No. 22, Accumulated Other Comprehensive Loss.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method. Additions and improvements that substantially extend the useful life of property, plant and equipment, and interest costs incurred during the construction period of major projects are capitalized. Government grants to us that are predominately related to capital expenditures are recorded as reductions of the cost of the associated assets. Repair and maintenance costs are expensed as incurred. Property, plant and equipment are depreciated to their estimated residual values over their estimated useful lives, and reviewed for impairment whenever events or circumstances warrant such a review. Depreciation expense for property, plant and equipment was $ 1,015 million, $ 1,011 million and $ 967 million in 2025, 2024 and 2023, respectively. Refer to Notes to the Consolidated Financial Statements No. 5, Interest Expense, and No. 14, Property, Plant and Equipment.
Leases
We determine if an arrangement is or contains a lease at inception. We enter into leases primarily for our distribution facilities, manufacturing equipment, administrative offices, retail stores, vehicles and data processing equipment under varying terms and conditions. Our leases have remaining lease terms of less than 1 year to approximately 50 years. Most of our leases include options to extend the lease, with renewal terms ranging from 1 to 50 years or more, and some include options to terminate the lease within 1 year. If it is reasonably certain that an option to extend or terminate a lease will be exercised, that option is considered in the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and we recognize short-term lease expense for these leases on a straight-line basis over the lease term.
Certain of our lease agreements include variable lease payments, generally based on consumer price indices. Variable lease payments that are assigned to an index are determined based on the initial index at commencement, and the variability based on changes in the index is accounted for as it changes. The variable portion of payments is not included in the initial measurement of the right-of-use asset or lease liability due to the uncertainty of the payment amount and are recorded as lease expense in the period incurred. Our lease agreements do not contain any material residual value guarantees or
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material restrictive covenants. We have lease agreements with lease and non-lease components, which are accounted for separately.
Operating leases are included in Operating Lease Right-of-Use (“ROU”) Assets, Operating Lease Liabilities due Within One Year and Operating Lease Liabilities on our Consolidated Balance Sheets. Finance leases are included in Property, Plant and Equipment, Long Term Debt and Finance Leases due Within One Year, and Long Term Debt and Finance Leases on our Consolidated Balance Sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Generally, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments, unless there is a rate stated in the lease agreement. Operating lease expense is recognized on a straight-line basis over the lease term. Refer to Note to the Consolidated Financial Statements No. 15, Leases.
Foreign Currency Translation
The functional currency for most subsidiaries outside the United States is the local currency. Financial statements of these subsidiaries are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and a weighted average exchange rate for each period for revenues, expenses, gains and losses. The U.S. dollar is used as the functional currency in countries with a history of high inflation and in countries that predominantly transact in U.S. dollars. For all operations, gains or losses from remeasuring foreign currency transactions into the functional currency are included in Other (Income) Expense. Translation adjustments are recorded in AOCL. Income taxes are generally not provided for foreign currency translation adjustments.
Derivative Financial Instruments and Hedging Activities
To qualify for hedge accounting, hedging instruments must be designated as hedges and meet defined correlation and effectiveness criteria. These criteria require that the anticipated cash flows and/or changes in fair value of the hedging instrument substantially offset those of the position being hedged.
Derivative contracts are reported at fair value on the Consolidated Balance Sheets as Accounts Receivable, Other Assets, Other Current Liabilities or Other Long Term Liabilities. Deferred gains and losses on contracts designated as cash flow hedges are recorded net of tax in AOCL.
Interest Rate Contracts — Gains and losses on contracts designated as cash flow hedges are initially deferred and recorded in AOCL. Amounts are transferred from AOCL and recognized in income as Interest Expense in the same period that the hedged item is recognized in income. Gains and losses on contracts designated as fair value hedges are recognized in income in the current period as Interest Expense. Gains and losses on contracts with no hedging designation are recorded in the current period in Other (Income) Expense.
Foreign Currency Contracts — Gains and losses on contracts designated as cash flow hedges are initially deferred and recorded in AOCL. Amounts are transferred from AOCL and recognized in income in the same period and on the same line that the hedged item is recognized in income. Gains and losses on contracts designated as fair value hedges, excluding premiums and discounts, are recorded in Other (Income) Expense in the current period. Gains and losses on contracts with no hedging designation are also recorded in Other (Income) Expense in the current period. We do not include premiums or discounts on forward currency contracts in our assessment of hedge effectiveness. Premiums and discounts on contracts designated as hedges are recorded in AOCL. The amounts are recognized in the Statement of Operations on a straight-line basis over the life of the contract on the same line that the hedged item is recognized in the Statement of Operations.
Net Investment Hedging — Nonderivative instruments denominated in foreign currencies are used from time to time to hedge net investments in foreign subsidiaries. Gains and losses on these instruments are deferred and recorded in AOCL as Foreign Currency Translation Adjustments. These gains and losses are only recognized in income upon the complete or partial sale of the related investment or the complete liquidation of the investment.
Termination of Contracts — Gains and losses (including deferred gains and losses in AOCL) are recognized in Other (Income) Expense when contracts are terminated concurrently with the termination of the hedged position. To the extent that such position remains outstanding, gains and losses are amortized to Interest Expense or to Other (Income) Expense over the remaining life of that position. Gains and losses on contracts that we temporarily continue to hold after the early termination of a hedged position, or that otherwise no longer qualify for hedge accounting, are recognized in Other (Income) Expense. Refer to Note to the Consolidated Financial Statements No. 16, Financing Arrangements and Derivative Financial Instruments.
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Stock-Based Compensation
We measure compensation cost arising from the grant of stock-based awards to employees at fair value and recognize such cost in income over the period during which the service is provided, usually the vesting period. We recognize compensation expense using the straight-line approach.
Stock-based awards to employees include grants of performance share units, restricted stock units and stock options. We measure the fair value of grants of performance share units and restricted stock units based primarily on the closing market price of a share of our common stock on the date of the grant, modified as appropriate to take into account the features of such grants.
We estimate the fair value of stock options using the Black-Scholes valuation model. Assumptions used to estimate compensation expense are determined as follows:
• Expected term represents the period of time that options granted are expected to be outstanding based on our historical experience of option exercises;
• Expected volatility is measured using the weighted average of historical daily changes in the market price of our common stock over the expected term of the award and implied volatility calculated for our exchange traded options with an expiration date greater than one year;
• Risk-free interest rate is equivalent to the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards; and
• Forfeitures are based substantially on the history of cancellations of similar awards granted in prior years.
Refer to Note to the Consolidated Financial Statements No. 19, Stock Compensation Plans.
Earnings Per Share of Common Stock
Basic earnings per share are computed based on the weighted average number of common shares outstanding. Diluted earnings per share primarily reflects the dilutive impact of outstanding stock options and other stock based awards. All earnings per share amounts in these notes to the consolidated financial statements are diluted, unless otherwise noted. Refer to Note to the Consolidated Financial Statements No. 8, Earnings per Share.
Fair Value Measurements
Valuation Hierarchy
Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date.
• Level 1 — Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets.
• Level 2 — Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
• Level 3 — Valuation is based upon other unobservable inputs that are significant to the fair value measurement.
The classification of fair value measurements within the hierarchy is based upon the lowest level of input that is significant to the measurement. Valuation methodologies used for assets and liabilities measured at fair value are as follows:
Investments
Where quoted prices are available in an active market, investments are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly liquid government bonds, certain mortgage products and exchange-traded equities. If quoted market prices are not available, fair values are estimated using quoted prices of securities with similar characteristics or inputs other than quoted prices that are observable for the security, and would be classified within Level 2 of the valuation hierarchy. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities would be classified within Level 3 of the valuation hierarchy.
Derivative Financial Instruments
Exchange-traded derivative financial instruments that are valued using quoted prices would be classified within Level 1 of the valuation hierarchy. Derivative financial instruments valued using internally-developed models that use as their basis readily observable market parameters are classified within Level 2 of the valuation hierarchy. Derivative financial instruments that are valued based upon models with significant unobservable market parameters, and that are normally
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traded less actively, would be classified within Level 3 of the valuation hierarchy. Refer to Notes to the Consolidated Financial Statements No. 16, Financing Arrangements and Derivative Financial Instruments, and No. 17, Fair Value Measurements.
Reclassifications and Adjustments
Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation.
Note 2. Divestitures
Net gains on asset sales were $ 816 million, $ 93 million and $ 104 million for the years ended December 31, 2025, 2024 and 2023, respectively. None of our divestitures meet the criteria for presentation as discontinued operations as they do not represent a strategic shift that will have a major effect on our operations or financial results.
On February 3, 2025, we completed the sale of our OTR tire business to The Yokohama Rubber Company, Limited (“Yokohama”) pursuant to the terms of the Share and Asset Purchase Agreement, dated as of July 22, 2024 (the “OTR Purchase Agreement”). In conjunction with the sale of the OTR tire business, we entered into several ancillary agreements, including a trademark license agreement, whereby we license certain trademarks to Yokohama for an initial period of ten years from the date of the sale, a product supply agreement, pursuant to which we supply to Yokohama certain OTR tires for an initial period of up to five years , and a transition services agreement, pursuant to which we are providing certain support services for a period of up to eighteen months . The activity related to these agreements is primarily recorded in Prepaid Expenses and Other Current Assets and Other Current Liabilities in the Consolidated Balance Sheets.
As a result of the transaction, considering the receipt of the purchase price of $ 905 million, subject to certain adjustments set forth in the OTR Purchase Agreement, amounts allocated to deferred income related to the trademark license agreement of $ 90 million, amounts allocated to deferred revenue related to the product supply agreement of $ 95 million, and transaction costs of $ 26 million, and based upon the net assets of the OTR tire business of $ 439 million, we recorded a pre-tax gain of $ 255 million. We estimated the fair value of the deferred income related to the trademark license agreement using the relief-from-royalty method, with the most critical assumptions based on projected revenue, royalty rate and discount rate. We estimated the fair value of the deferred revenue related to the product supply agreement using a cost-plus-margin approach, with the most critical assumption based on projected cost of goods sold. The pre-tax income from the assets sold included within the Consolidated Statements of Operations was $ 72 million and $ 69 million for the twelve months ended December 31, 2024 and 2023, respectively. These amounts exclude any ongoing obligations related to the product supply agreement and transition services agreement, as well as any amortization of deferred revenue or income.
On May 7, 2025, we completed the sale of our rights to the Dunlop brand in Europe, North America and Oceania for consumer, commercial and other specialty tires, together with certain associated intellectual property and other intangible assets, for a purchase price of $ 526 million to Sumitomo Rubber Industries, Ltd. ("SRI") pursuant to the terms of the Purchase Agreement, dated as of January 7, 2025 (as amended, the "Dunlop Purchase Agreement"). SRI also paid us an up-front transition support fee of $ 105 million for our support in transitioning the Dunlop brand, related intellectual property and Dunlop customers to SRI. SRI also acquired our existing Dunlop tire inventory for approximately $ 104 million. We also entered into a number of ancillary agreements, including (a) a transition license agreement, pursuant to which we continued 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 paid 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, which will be recognized upon transfer of title. We recognized an estimated pre-tax gain of $ 385 million based on the net assets sold of $ 133 million during the second quarter of 2025, net of transaction costs of $ 26 million.
On 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.
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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 (the "Chemical Supply Agreement"), (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. The Chemical Supply Agreement is a take-or-pay contract which requires us to purchase minimum quantities on a quarterly basis.
As a result of the transaction, considering the purchase price and related workin g capital adjustments, including an adjustment for intercompany receivables, of $ 580 million, amounts allocated to d eferred income of $ 110 million and transaction costs of $ 29 million, and based upon the net assets of the Chemical Business of $ 337 million, we recognized an estimated pre-tax gain of approximately $ 104 million during the fourth quarter of 2025.
Net gains on asset sales for the year ended December 31, 2025 also included a $ 55 million gain ($ 26 million after-tax and minority) related to the sale of property in Asia Pacific and a $ 12 million gain related to the sale of Commercial Tire and Service Centers in Americas. Net gains on asset sales for the year ended December 31, 2024 were $ 93 million, primarily related to the sale of a distribution center in EMEA. Net gains on asset sales for the year ended December 31, 2023 were $ 104 million, primarily related to gains on sale and leaseback transactions of $ 88 million, with the remainder relating to the sale and exit of certain retail locations in Americas.
Note 3. Net Sales
The following table shows disaggregated net sales from contracts with customers by major source for the year ended December 31, 2025:
(In millions) Americas Europe, Middle East
and Africa Asia Pacific Total
Tire unit sales $ 8,798 $ 4,730 $ 1,862 $ 15,390
Other tire and related sales 771 640 94 1,505
Retail services and service related sales 756 180 — 936
Chemical sales 423 — — 423
Other 20 — 6 26
Net Sales by reportable segment $ 10,768 $ 5,550 $ 1,962 $ 18,280
The following table shows disaggregated net sales from contracts with customers by major source for the year ended December 31, 2024:
(In millions) Americas Europe, Middle East
and Africa Asia Pacific Total
Tire unit sales $ 9,001 $ 4,704 $ 2,288 $ 15,993
Other tire and related sales 769 573 112 1,454
Retail services and service related sales 742 148 15 905
Chemical sales 504 — — 504
Other 17 — 5 22
Net Sales by reportable segment $ 11,033 $ 5,425 $ 2,420 $ 18,878
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The following table shows disaggregated net sales from contracts with customers by major source for the year ended December 31, 2023:
(In millions) Americas Europe, Middle East
and Africa Asia Pacific Total
Tire unit sales $ 10,028 $ 4,924 $ 2,336 $ 17,288
Other tire and related sales 790 532 89 1,411
Retail services and service related sales 685 150 34 869
Chemical sales 467 — — 467
Other 23 — 8 31
Net Sales by reportable segment $ 11,993 $ 5,606 $ 2,467 $ 20,066
Tire unit sales consist of consumer, commercial, farm and OTR tire sales, including the sale of new Company-branded tires through Company-owned retail channels. OTR tire sales in 2025 primarily consist of tires sold to Yokohama pursuant to our product supply agreement. Other tire and related sales consist of aviation, race and motorcycle tire sales, retread sales and other tire related sales. Sales of tires in this category are not included in reported tire unit information. Retail services and service related sales consist of automotive services performed for customers through our Company-owned retail channels, and includes service related products. Chemical sales relate to the sale of synthetic rubber and other chemicals to third parties, and exclude intercompany sales. Other sales include items such as franchise fees and ancillary tire parts.
When we receive consideration from a customer prior to transferring goods or services under the terms of a sales contract, we record deferred revenue, which represents a contract liability. Deferred revenue included in Other Current Liabilities in the Consolidated Balance Sheets totaled $ 34 million and $ 13 million at December 31, 2025 and 2024, respectively. Deferred revenue included in Other Long Term Liabilities in the Consolidated Balance Sheets totaled $ 76 million and $ 6 million at December 31, 2025 and 2024, respectively. We recognize deferred revenue after we have transferred control of the goods or services to the customer and all revenue recognition criteria are met. Revenue deferred during 2025 primarily relates to the product supply agreement we entered into in connection with the sale of our OTR tire business.
The following table presents the balances of deferred revenue related to contracts with customers, and changes during the year ended December 31:
(In millions) 2025 2024
Balance at January 1 $ 19 $ 28
Revenue deferred during period 289 220
Revenue recognized during period ( 201 ) ( 230 )
Impact of foreign currency translation 3 1
Balance at December 31 $ 110 $ 19
Note 4. Costs Associated with Rationalization Programs
In order to improve our global competitiveness and as part of our execution of the Goodyear Forward transformation plan ("Goodyear Forward"), we have implemented, and are implementing, rationalization actions to reduce high-cost and excess manufacturing capacity and operating and administrative costs.
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The following table presents the roll-forward of the liability balance between periods:
(In millions) Associate-
Related Costs Other Costs Total
Balance at December 31, 2022
$ 115 $ 2 $ 117
2023 charges 453 57 510
Incurred, net of foreign currency translation of $ 14 million and $ 0 million, respectively
( 42 ) ( 43 ) ( 85 )
Reversed to the Statement of Operations ( 8 ) — ( 8 )
Balance at December 31, 2023
$ 518 $ 16 $ 534
2024 charges 66 65 131
Incurred, net of foreign currency translation of $( 24 ) million and $( 1 ) million, respectively
( 143 ) ( 80 ) ( 223 )
Reversed to the Statement of Operations ( 45 ) — ( 45 )
Balance at December 31, 2024
$ 396 $ 1 $ 397
2025 charges (1)
135 76 211
Incurred, net of foreign currency translation of $ 38 million and $ 1 million, respectively
( 316 ) ( 76 ) ( 392 )
Reversed to the Statement of Operations ( 21 ) — ( 21 )
Balance at December 31, 2025
$ 194 $ 1 $ 195
(1) Charges of $ 211 million exclude $ 4 million of benefit plan termination benefit charges recorded in Rationalizations in the Statement of Operations.
During the fourth quarter of 2025, we approved a plan to reduce headcount in our Fayetteville, North Carolina tire manufacturing facility. The proposed plan includes approximately 300 net headcount reductions. Total estimated pre-tax charges are expected to be approximately $ 17 million. We have accrued approximately $ 10 million for this plan at December 31, 2025.
During the second quarter of 2025, we approved a plan to close our manufacturing facility in Kariega, South Africa in the EMEA business unit in the third quarter of 2025. The plan includes approximately 900 job reductions, including associates and contracted positions. The total charges associated with this action are expected to be between $ 100 million and $ 110 million, of which $ 45 million to $ 55 million are expected to be cash charges primarily for associate-related and other exit costs and the remaining costs are expected to be non-cash charges primarily for accelerated depreciation and other asset-related charges. We have accrued approximately $ 4 million for this plan at December 31, 2025.
During the first quarter of 2025, we approved a rationalization plan to eliminate our production of commercial tires in our Danville, Virginia tire manufacturing facility ("Danville") in the second quarter of 2025 in order to reduce our production cost per tire in Americas. The plan includes approximately 950 job reductions, including associates and contracted positions. Total pre-tax charges are expected to be between $ 150 million and $ 160 million, of which $ 70 million to $ 80 million are expected to be cash charges primarily for associate-related and other exit costs and the remaining costs are expected to be non-cash charges primarily for accelerated depreciation, pension termination benefit charges and other asset-related charges. We have accrued approximately $ 13 million for this plan at December 31, 2025.
During the first quarter of 2025, we approved a plan to reduce SAG headcount in Americas and Corporate. The plan includes approximately 80 net headcount reductions. Total estimated pre-tax charges are expected to be approximately $ 6 million. We have accrued approximately $ 1 million for this plan at December 31, 2025.
The remainder of the accrual balance at December 31, 2025 includes $ 102 million related to the closures of our Fulda, Germany ("Fulda") and our Fürstenwalde, Germany ("Fürstenwalde") tire manufacturing facilities, $ 41 million related to a rationalization and workforce reorganization plan in EMEA, which reflects $ 13 million of reversals due to voluntary attrition, $ 5 million related to the closed Amiens, France tire manufacturing facility, and various other plans to reduce headcount and improve operating efficiency.
At December 31, 2025 and December 31, 2024, $ 193 million and $ 296 million were recorded in Other Current Liabilities in the Consolidated Balance Sheets, respectively.
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The following table shows net rationalization charges included in Income (Loss) before Income Taxes:
(In millions) 2025 2024 2023
Current Year Plans
Associate Severance and Other Related Costs $ 106 $ 30 $ 449
Benefit Plan Curtailments/Settlements/Termination Benefits 4 — 1
Other Exit Costs 13 5 23
Current Year Plans - Net Charges $ 123 $ 35 $ 473
Prior Year Plans
Associate Severance and Other Related Costs $ 8 $ ( 9 ) $ ( 5 )
Other Exit Costs 63 60 34
Prior Year Plans - Net Charges $ 71 $ 51 $ 29
Total Net Charges $ 194 $ 86 $ 502
Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs, net $ 160 $ 146 $ 36
Substantially all of the new charges in 2025 relate to future cash outflows. Current year plan charges for the year ended December 31, 2025 relate to the new plans approved during 2025 that are described above.
Net prior year plan charges for the year ended December 31, 2025 include $ 61 million related to the closures of Fulda and Fürstenwalde, $ 9 million related to the rationalization and workforce reorganization plan in EMEA, $ 5 million related to the closure of our Melksham, United Kingdom tire manufacturing facility ("Melksham"), $ 4 million related to plans to reduce SAG headcount, $ 4 million related to the closure of certain retail and warehouse locations in Americas, $ 3 million related to the plan to open a shared service center in Costa Rica and to exit certain Commercial Tire and Service Center ("CTSC") locations, and reversals of $ 20 million primarily related to voluntary attrition in our rationalization and workforce reorganization plan in EMEA.
Ongoing rationalization plans had approximately $ 950 million in rationalization charges through 2025 and approximately $ 100 million is expected to be incurred in future periods.
Approximately 2,200 associates will be released under new plans initiated in 2025, of which approximately 1,750 were released through December 31, 2025. In 2025, approximately 1,800 associates were released under plans initiated in prior years. Approximately 1,000 associates remain to be released under all ongoing rationalization plans.
Rationalization activities initiated in 2024 include current year charges primarily related to the plans to reduce SAG and manufacturing costs, a plan to open a shared service center in Costa Rica and to exit certain CTSC locations and the closure of our Malaysia tire manufacturing facility. Net prior year plan charges recognized in the year ended December 31, 2024 include $ 52 million related to the closures of Fulda and Fürstenwalde, $ 15 million related to the rationalization and workforce organization plan in EMEA, $ 11 million related to the closure of Melksham, $ 4 million related to the closure of certain retail and warehouse locations in Americas, $ 3 million related to the permanent closure of our Gadsden, Alabama tire manufacturing facility ("Gadsden"), $ 3 million related to a plan to reduce SAG headcount globally, $ 3 million related to the plan to streamline our EMEA distribution network, and reversals of $ 45 million primarily related to voluntary attrition in our rationalization and workforce reorganization plan in EMEA.
Rationalization activities initiated in 2023 include current year charges primarily related to the Goodyear Forward plan that resulted in the closure of certain retail and warehouse locations, primarily in Americas, the rationalization and workforce reorganization plan in EMEA to improve our cost structure, the closures of Fulda and Fürstenwalde and a plan to improve profitability in Australia and New Zealand. Net prior year plan charges recognized in the year ended December 31, 2023 include $ 16 million related to the closure of Melksham, $ 9 million related to the integration of Cooper Tire, $ 6 million related to the permanent closure of Gadsden, $ 2 million related to a plan in South Africa, and $ 2 million related to discontinued operations in Russia. Net prior plan charges also include reversals of $ 8 million for actions no longer needed for their originally intended purposes.
Asset write-off (recoveries), accelerated depreciation, and accelerated lease costs in 2025 primarily relate to the announced closures of our Fulda, Fürstenwalde and South Africa tire manufacturing facilities, and the announced elimination of commercial tire production at Danville. Asset write-off, accelerated depreciation, and accelerated lease charges for 2025 were primarily recorded in CGS.
Asset write-off (recoveries), accelerated depreciation, and accelerated lease costs in 2024 primarily related to plans to improve our cost structure through the closures of our Fulda, Fürstenwalde and Malaysia tire manufacturing facilities, as
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well as the closure of a development center and warehouse in the U.S. Asset write-off, accelerated depreciation, and accelerated lease charges for 2024 were primarily recorded in CGS.
Asset write-off (recoveries) and accelerated depreciation in 2023 primarily related to the integration of Cooper Tire, the closure of Melksham, and the announced closures of Fulda and Fürstenwalde, partially offset by recoveries of previously written-off accounts receivable and other assets in Russia. Asset write-off and accelerated depreciation charges for 2023 were primarily recorded in CGS.
Note 5. Interest Expense
Interest expense includes interest and the amortization of deferred financing fees and debt discounts, less amounts capitalized, as follows:
(In millions) 2025 2024 2023
Interest expense before capitalization $ 477 $ 558 $ 559
Capitalized interest ( 32 ) ( 36 ) ( 27 )
$ 445 $ 522 $ 532
Cash payments for interest, net of amounts capitalized, were $ 414 million, $ 515 million and $ 514 million in 2025, 2024 and 2023, respectively.
Note 6. Other (Income) Expense
(In millions) 2025 2024 2023
Non-service related pension and other postretirement benefits cost
$ 291 $ 99 $ 148
Financing fees and financial instruments expense
61 62 59
Net foreign currency exchange losses
14 18 106
Interest income
( 37 ) ( 54 ) ( 84 )
General and product liability expense - discontinued products
5 3 6
Royalty and other (income)
( 64 ) ( 21 ) ( 30 )
Miscellaneous expense
18 27 26
$ 288 $ 134 $ 231
Non-service related pension and other postretirement benefits cost consists primarily of the interest cost, expected return on plan assets and amortization components of net periodic cost, as well as curtailments and settlements which are not related to rationalization plans. Non-service related pension and other postretirement benefits cost includes pension settlement charges of $ 201 million in 2025, a net pension settlement credit of $ 3 million in 2024, and pension settlement charges of $ 40 million in 2023. For further information, refer to Note to the Consolidated Financial Statements No. 18, Pension, Savings and Other Postretirement Benefit Plans.
Net foreign currency exchange losses include losses of $ 8 million, $ 5 million and $ 80 million related to the Argentine peso in 2025, 2024 and 2023, respectively, losses of $ 20 million and $ 7 million related to the Turkish lira in 2025 and 2024, respectively, and a $ 12 million gain related to the euro in 2025.
Interest income includes interest income in Argentina of $ 3 million, $ 6 million and $ 44 million in 2025, 2024 and 2023, respectively.
Royalty and other income in 2025 includes $ 27 million, primarily related to royalty income, and $ 37 million related to royalty income from the OTR tire business and Chemical Business license agreements and transition services income from the OTR tire business and the Dunlop brand transition services agreements. Royalty and other income for 2024 and 2023 is primarily related to royalty income.
Miscellaneous (income) expense in 2024 includes $ 19 million of transaction costs related to the sale of the OTR tire business and an $ 8 million loss related to the sale of receivables in Argentina. Miscellaneous (income) expense in 2023 includes non-indemnified costs for product liability claims related to products manufactured by a formerly consolidated joint venture entity totaling $ 31 million and a $ 10 million loss related to the sale of a receivable in Argentina, partially offset by $ 5 million of income for the write-off of accumulated foreign currency translation related to our exited business in Russia. Miscellaneous (income) expense in 2023 also includes $ 11 million of income related to a favorable court decision setting aside a previous unfavorable verdict on intellectual property-related legal claims.
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Other (Income) Expense also includes financing fees and financial instruments expense, which consists of commitment fees and charges incurred in connection with financing transactions, primarily due to accounts receivable factoring programs; and general and product liability expense - discontinued products, which consists of charges for claims against us related primarily to asbestos personal injury claims, net of probable insurance recoveries.
Note 7. Income Taxes
The components of Income (Loss) before Income Taxes follow:
(In millions) 2025 2024 2023
U.S. $ ( 1,047 ) $ ( 286 ) $ ( 325 )
Foreign 914 416 ( 396 )
$ ( 133 ) $ 130 $ ( 721 )
In accordance with the adoption of ASU 2023-09, a reconciliation of income taxes at the U.S. statutory rate to United States and Foreign Tax Expense for the year ended December 31, 2025 is as follows:
(In millions) 2025 %
U.S. federal income tax expense (benefit) at the statutory rate of 21 %
$ ( 28 ) 21.0 %
State income taxes, net of U.S. federal benefit (1)
183 ( 137.4 ) %
Foreign tax effects
Luxembourg
Changes in valuation allowances ( 53 ) 39.6 %
Rate differential 11 ( 8.0 ) %
Other ( 1 ) 1.1 %
Other foreign jurisdictions 57 ( 42.7 ) %
Effect of cross-border tax laws ( 13 ) 9.8 %
Tax credits
Research and development credits ( 6 ) 4.5 %
Changes in valuation allowances 1,267 ( 949.1 ) %
Nontaxable or nondeductible items
Goodwill impairment 140 ( 104.8 ) %
Changes in unrecognized tax benefits 9 ( 6.7 ) %
Other Adjustments 1 ( 1.0 ) %
United States and Foreign Tax Expense $ 1,567 ( 1,173.7 ) %
(1) State taxes in Pennsylvania, Illinois, Michigan, Kansas, California, Louisiana and Georgia made up the majority (greater than 50 percent) of the tax effect in this category.
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For the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, a reconciliation of income taxes at the U.S. statutory rate to United States and Foreign Tax Expense for the years then ended is as follows:
(In millions) 2024 2023
U.S. federal income tax expense (benefit) at the statutory rate of 21 %
$ 27 $ ( 151 )
Net foreign losses with no tax due to valuation allowances
48 122
Adjustment for foreign income taxed at different rates and nontaxable foreign items 44 14
U.S. charges (benefits) related to foreign tax credits, R&D and foreign derived intangible deduction
( 30 ) 4
Net establishment (release) of uncertain tax positions
6 ( 3 )
Net establishment of foreign valuation allowances and write-off of deferred taxes
4 —
State income taxes, net of U.S. federal benefit ( 8 ) ( 12 )
Net establishment of U.S. valuation allowances
4 —
Goodwill impairment — 34
Other — 2
United States and Foreign Tax Expense $ 95 $ 10
The components of United States and Foreign Tax Expense by taxing jurisdiction, follow:
(In millions) 2025 2024 2023
Current:
Federal $ ( 8 ) $ ( 29 ) $ 37
Foreign 212 189 177
State 6 — 26
210 160 240
Deferred:
Federal 1,126 ( 78 ) ( 123 )
Foreign 5 31 ( 62 )
State 226 ( 18 ) ( 45 )
1,357 ( 65 ) ( 230 )
United States and Foreign Tax Expense $ 1,567 $ 95 $ 10
Income tax expense in 2025 was $ 1,567 million on a loss before income taxes of $ 133 million. In 2025, income tax expense includes net discrete tax expense totaling $ 1,453 million. 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 2024, income tax expense was $ 95 million on income before income taxes of $ 130 million and includes net discrete tax benefits totaling $ 2 million.
In 2023, income tax expense was $ 10 million on a loss before income taxes of $ 721 million and includes net discrete tax benefits totaling $ 9 million, primarily related to additional prior year withholding tax creditable in the U.S. as a result of a tax law change.
We consider both positive and negative evidence when measuring the need for a valuation allowance. The weight given to the evidence is commensurate with the extent to which it may be objectively verified. Current and cumulative financial reporting results are a source of objectively verifiable information. We give operating results during the most recent three-year period a significant weight in our analysis. We perform scheduling exercises to determine if sufficient taxable income of the appropriate character exists in the periods required in order to realize our deferred tax assets with limited lives (such as tax loss carryforwards and tax credits) prior to their expiration. We also consider prudent tax planning strategies (including an assessment of their feasibility) to accelerate taxable income if required to utilize expiring deferred tax assets. A valuation allowance is not required to the extent that, in our judgment, positive evidence exists with a magnitude and duration sufficient to result in a conclusion that it is more likely than not that our deferred tax assets will be realized.
In the U.S., we had a cumulative loss for the three-year period ending December 31, 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. During 2025, industry disruption and various macroeconomic factors such as the impact of tariff, transportation, labor and energy costs have negatively impacted our
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U.S. operating results and future forecasted U.S. earnings. In addition, the One Big Beautiful Bill Act ("OBBBA") amended the business interest expense limitation. The reduction in current and expected future earnings, as a result of industry disruption, represented significant negative evidence in the assessment of the realizability of our deferred tax assets. We concluded that 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. during the third quarter of 2025. We intend to maintain a valuation allowance until sufficient positive evidence exists to support realization of these deferred tax assets. At December 31, 2025 and December 31, 2024, we had approximately $ 1.4 billion and $ 1.3 billion of U.S. federal, state and local net deferred tax assets, respectively, and related valuation allowances totaling $ 1.4 billion and $ 26 million, respectively.
At December 31, 2025 and December 31, 2024, we also had approximately $ 1.5 billion of foreign net deferred tax assets and related valuation allowances of approximately $ 1.3 billion. 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 did not have a material impact from OBBBA on our 2025 operating tax rates. We will continue to assess the impact on us as regulations develop in the future.
The Organisation for Economic Co-operation and Development ("OECD") have published the Pillar Two model rules which adopt a global corporate minimum tax of 15% for multinational enterprises with average revenue in excess of €750 million. Certain jurisdictions in which we operate enacted legislation consistent with one or more of the OECD Pillar Two model rules effective in 2025. 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. The Pillar Two model rules did not materially impact our annual effective tax rate in 2025. However, we are continuing to evaluate the Pillar Two model rules and related developments, including the side-by-side safe harbor package for U.S.-based multinationals, and their potential impact on future periods.
Temporary differences and carryforwards giving rise to deferred tax assets and liabilities at December 31 follow:
(In millions) 2025 2024
Tax loss carryforwards and credits $ 1,321 $ 1,233
Capitalized research and development expenditures 466 486
Accrued expenses deductible as paid 353 316
Prepaid royalty income 337 344
Partnership basis differences 279 299
Property basis differences 79 29
Other prepayments income 119 32
Lease liabilities 76 83
Postretirement benefits and pensions 57 67
Rationalizations and other provisions 27 25
Vacation and sick pay 22 24
Other 73 139
3,209 3,077
Valuation allowance ( 2,734 ) ( 1,252 )
Total deferred tax assets 475 1,825
Intangible property basis differences related to Cooper Tire acquisition ( 160 ) ( 167 )
Right-of-use assets ( 72 ) ( 80 )
Total net deferred tax assets $ 243 $ 1,578
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At December 31, 2025, we had a valuation allowance of $ 1,428 million for all U.S. federal and state deferred tax assets as recovery is uncertain. Approximately $ 228 million o f our U.S. federal and state tax assets had limited lives, primarily for net operating loss and tax credit carryforwards that are subject to expiration from 2026 to 2046. At December 31, 2025, we h ad $ 1,083 million of tax assets for net operating loss, capital loss and tax credit carryforwards related to certain foreign subsidiaries. These carryforwards are primarily from countries with unlimited carryforward periods, but include $ 84 million of tax credit carryforwards in various European countries that are subject to expiration from 2026 to 2035. A valuation allowance totaling $ 1,306 million h as been recorded against these and other deferred tax assets where recovery of the asset or carryforward is uncertain.
At December 31, 2025, we had unrecognized tax benefi ts of $ 107 million that, if recognized, would have a favorable impact on our tax expense of $ 78 million. We had accrued interest of $ 1 million as of December 31, 2025. If not favorably settled, $ 22 million of the unrecognized tax benefits and all the accrued int erest would require the use of our cash. A summary of our unrecognized tax benefits and changes during the year follows:
(In millions) 2025 2024 2023
Balance at January 1 $ 98 $ 92 $ 87
Increases related to prior year tax positions 10 20 5
Decreases related to prior year tax positions ( 2 ) — —
Settlements ( 5 ) — ( 1 )
Foreign currency impact 9 ( 14 ) 4
Increases related to current year tax positions — — —
Lapse of statute of limitations ( 3 ) — ( 3 )
Balance at December 31 $ 107 $ 98 $ 92
We are open to examination in the U.S. from 2021 onward a nd in Germany from 2018 onward. Generally, for our remaining tax jurisdictions, years from 2020 onward are still open to examination.
Following an audit by the Internal Revenue Service ("IRS"), we received a Notice of Proposed Adjustment ("NOPA") during the second quarter of 2025 related to an intercompany sale of certain intellectual property in 2021. The IRS proposes to disallow income recognition totaling $ 1.5 billion associated with this transaction. The federal tax charge related to that income recognition was fully offset by the utilization of $ 315 million of then-existing deferred tax assets, including tax loss carryforwards and foreign tax credits.
We disagree with the IRS’s position as stated in the NOPA. We are currently challenging the proposed adjustment through established IRS administrative procedures and are engaging in settlement discussions with the IRS. If the income recognition associated with the transaction is disallowed in full or in part, we will not be able to use a portion of the deferred tax assets that we utilized to offset the related federal taxes and we will need to write-off those deferred tax assets. However, since our U.S. deferred tax assets are in a full valuation allowance as of December 31, 2025, any such write-off of deferred tax assets would not have a material impact on our results of operations.
We have concluded that no provision for tax in the U.S. is required on undistributed earnings and profits of our foreign subsidiaries because substantially all has been or will be reinvested in property, plant and equipment and working capital outside of the U.S. A foreign withholding tax charge would be required if these earnings and profits were distributed to the U.S. We estimate the foreign withholding tax charge to be approximately $ 100 million (net of foreign tax credits) using various assumptions. Future events, including changes in our business operations and tax law changes, could impact our current estimate.
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In accordance with the adoption of ASU 2023-09, below is a summary of income taxes paid, net of refunds received, by jurisdiction for the year ended December 31, 2025:
(In millions) 2025
U.S. Federal $ 9
U.S. state and local 8
Total U.S. $ 17
Foreign
Brazil 32
China 28
Germany 15
Canada 14
Other 54
Total Foreign $ 143
Total $ 160
For the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, net cash payments for income taxes were $ 170 million and $ 200 million, respectively.
Note 8. Earnings per Share
Basic earnings per share are computed based on the weighted average number of common shares outstanding. Diluted earnings per share are calculated to reflect the potential dilution that could occur if securities or other contracts were exercised or converted into common stock.
Basic and diluted earnings per common share are calculated as follows:
(In millions, except per share amounts) 2025 2024 2023
Earnings (loss) per share — basic:
Goodyear net income (loss) $ ( 1,721 ) $ 46 $ ( 729 )
Weighted average shares outstanding 288 287 285
Earnings (loss) per common share — basic $ ( 5.99 ) $ 0.16 $ ( 2.56 )
Earnings (loss) per share — diluted:
Goodyear net income (loss) $ ( 1,721 ) $ 46 $ ( 729 )
Weighted average shares outstanding 288 287 285
Dilutive effect of stock options and other dilutive securities — 1 —
Weighted average shares outstanding — diluted 288 288 285
Earnings (loss) per common share — diluted $ ( 5.99 ) $ 0.16 $ ( 2.56 )
Weighted average shares outstanding — diluted for 2025 excludes approximately 3 million equivalent shares related to options with exercise prices greater than the average market price of our common shares (i.e., "underwater" options). There were approximately 1 million equivalent shares and 2 million equivalent shares related to underwater options for 2024 and 2023, respectively. Additionally, weighted average shares outstanding — diluted for 2025 also excludes approximately 2 million equivalent shares, related primarily to options with exercise prices less than the average market price of our common shares (i.e., "in-the-money" options) and unvested restricted stock units, as their inclusion would have been anti-dilutive due to the Goodyear net loss. There were approximately 2 million equivalent shares related to in-the-money options and unvested restricted stock units for 2023.
Note 9. Business Segments
Segment information reflects our strategic business units (“SBUs”), which are organized to meet customer requirements and global competition. For the year ended December 31, 2025, we operated our business through operating segments representing our regional tire businesses: Americas; Europe, Middle East and Africa; and Asia Pacific. Segment information is reported on the basis used for reporting to our Chief Executive Officer. Each of the SBUs is involved in the
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development, manufacture, distribution and sale of tires. Certain of the SBUs also provide related products and services, which include retreads and automotive and commercial truck maintenance and repair services.
Results of operations are measured based on net sales to unaffiliated customers and segment operating income. Each segment exports tires to other segments. The financial results of each segment exclude sales of tires exported to other segments, but include operating income derived from such transactions. Segment operating income is computed as follows: Net sales less CGS (excluding asset write-offs and accelerated depreciation charges) and SAG (including certain allocated corporate administrative expenses). Segment operating income also includes certain royalties and equity in earnings of most affiliates. Segment operating income does not include net rationalization charges, asset sales, goodwill and other asset impairment charges, and certain other items.
The chief operating decision maker ("CODM") is the Chief Executive Officer. The CODM uses segment operating income to allocate resources (including employees, property, and financial or capital resources) for each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a monthly basis for the profit measure when making decisions about allocating capital and personnel to the segments. The CODM also uses segment operating income or loss for evaluating product pricing and to assess the performance for each segment by comparing the results and return on assets of each segment with one another and in the compensation of certain employees.
The following tables present segment sales, significant segment expenses and operating income, and the reconciliation of segment operating income to Income (Loss) before Income Taxes:
2025
(In millions) Americas Europe, Middle East and Africa Asia Pacific Total
Net Sales $ 10,768 $ 5,550 $ 1,962 $ 18,280
Less:
Cost of Goods Sold 8,659 4,606 1,497 14,762
Selling, Administrative and General Expense 1,403 855 265 2,523
Other income (1)
( 29 ) ( 25 ) ( 8 ) ( 62 )
Segment Operating Income
$ 735 $ 114 $ 208 $ 1,057
Less:
Goodwill and Intangible Asset Impairments (Note 12)
674
Rationalizations (Note 4)
194
Interest expense (Note 5)
445
Other expense (Note 6)
288
Net (gains) loss on asset sales ( 816 )
Asset write-offs and accelerated depreciation, net (Note 4)
160
Corporate incentive compensation plans 69
Retained expenses of divested operations 13
Other (2)
163
Income (Loss) before Income Taxes $ ( 133 )
(1) Primarily represents OTR transition license agreement royalty income, in addition to transition services income related to the sales of the OTR tire business and the Dunlop brand.
(2) Primarily represents unallocated corporate costs and the elimination of royalty and other income attributable to the strategic business units ("SBUs"). Other also includes $ 15 million of costs related to the Goodyear Forward plan, primarily related to third-party consulting fees.
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2024
(In millions) Americas Europe, Middle East and Africa Asia Pacific Total
Net Sales $ 11,033 $ 5,425 $ 2,420 $ 18,878
Less:
Cost of Goods Sold 8,758 4,488 1,840 15,086
Selling, Administrative and General Expense 1,357 848 304 2,509
Other income (1)
( 15 ) ( 3 ) ( 1 ) ( 19 )
Segment Operating Income
$ 933 $ 92 $ 277 $ 1,302
Less:
Goodwill and Intangible Asset Impairments (Note 12)
125
Rationalizations (Note 4)
86
Interest expense (Note 5)
522
Other expense (Note 6)
134
Net (gains) loss on asset sales ( 93 )
Asset write-offs and accelerated depreciation, net (Note 4)
146
Corporate incentive compensation plans 62
Retained expenses of divested operations 15
Other (2)
175
Income (Loss) before Income Taxes $ 130
(1) Primarily represents royalty income attributable to the SBUs.
(2) Primarily represents unallocated corporate costs and the elimination of royalty income attributable to the SBUs. Other also includes $ 105 million of costs related to the Goodyear Forward plan, primarily related to third-party consulting fees.
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2023
(In millions) Americas Europe, Middle East and Africa Asia Pacific Total
Net Sales $ 11,993 $ 5,606 $ 2,467 $ 20,066
Less:
Cost of Goods Sold 9,828 4,761 1,925 16,514
Selling, Administrative and General Expense 1,440 855 341 2,636
Other income (1)
( 24 ) ( 2 ) ( 1 ) ( 27 )
Segment Operating Income
$ 749 $ ( 8 ) $ 202 $ 943
Less:
Goodwill and Intangible Asset Impairments (Note 12)
230
Rationalizations (Note 4)
502
Interest expense (Note 5)
532
Other expense (Note 6)
231
Net (gains) loss on asset sales ( 104 )
Asset write-offs and accelerated depreciation, net (Note 4)
36
Corporate incentive compensation plans 70
Retained expenses of divested operations 18
Other (2)
149
Loss before Income Taxes $ ( 721 )
(1) Primarily represents royalty income attributable to the SBUs.
(2) Primarily represents unallocated corporate costs and the elimination of royalty income attributable to the SBUs.
The following table presents segment assets at December 31:
(In millions) 2025 2024
Assets
Americas $ 10,275 $ 11,406
Europe, Middle East and Africa 4,878 4,514
Asia Pacific 2,166 2,610
Total Segment Assets 17,319 18,530
Corporate (1)
889 2,391
$ 18,208 $ 20,921
(1) Corporate includes substantially all of our U.S. net deferred tax assets.
The following table presents geographic information. Net sales by country were determined based on the location of the selling subsidiary. Long-lived assets consist of property, plant and equipment. Management did not consider the net sales
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of any individual country outside the United States to be significant to the consolidated financial statements. For long-lived assets, only the United States and China were considered to be significant.
(In millions) 2025 2024 2023
Net Sales
United States $ 8,953 $ 9,083 $ 9,807
International 9,327 9,795 10,259
$ 18,280 $ 18,878 $ 20,066
Long-Lived Assets
United States $ 3,435 $ 3,688
China 645 676
Other international 3,763 3,718
$ 7,843 $ 8,082
At December 31, 2025, significant concentrations of cash and cash equivalents held by our international subsidiaries included the following amounts:
• $ 296 million or 37 % in EMEA, primarily Luxembourg and Belgium ($ 193 million or 24 % at December 31, 2024),
• $ 206 million or 26 % in Asia Pacific, primarily China, India and Taiwan ($ 242 million or 30 % at December 31, 2024), and
• $ 204 million or 26 % in Americas, primarily Brazil, Chile and Mexico ($ 199 million or 25 % at December 31, 2024).
Goodwill and intangible asset impairment, as described in Note to the Consolidated Financial Statements No. 12, Goodwill and Intangible Assets; rationalizations, as described in Note to the Consolidated Financial Statements No. 4, Costs Associated with Rationalization Programs; net (gains) losses on asset sales, as described in Note to the Consolidated Financial Statements No. 2, Divestitures; and asset write-offs, accelerated depreciation and accelerated lease costs were not charged (credited) to the SBUs for performance evaluation purposes but were attributable to the SBUs as follows:
(In millions) 2025 2024 2023
Goodwill and Intangible Asset Impairment
Americas $ 674 $ 125 $ —
Europe, Middle East and Africa — — 230
Total Segment Goodwill and Intangible Asset Impairment $ 674 $ 125 $ 230
(In millions) 2025 2024 2023
Rationalizations
Americas $ 94 $ 23 $ 19
Europe, Middle East and Africa 87 36 409
Asia Pacific — 13 25
Total Segment Rationalizations $ 181 $ 72 $ 453
Corporate 13 14 49
$ 194 $ 86 $ 502
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(In millions) 2025 2024 2023
Net Gains on Asset Sales
Americas $ ( 16 ) $ ( 13 ) $ ( 104 )
Europe, Middle East and Africa — ( 79 ) —
Asia Pacific ( 55 ) ( 1 ) —
Total Segment Gains on Asset Sales $ ( 71 ) $ ( 93 ) $ ( 104 )
Corporate ( 745 ) — —
$ ( 816 ) $ ( 93 ) $ ( 104 )
(In millions) 2025 2024 2023
Asset Write-Offs, Accelerated Depreciation, and Accelerated Lease Costs, net
Americas $ 71 $ 14 $ 19
Europe, Middle East and Africa 83 68 17
Asia Pacific 6 44 —
Total Segment Asset Write-Offs, Accelerated Depreciation, and Accelerated Lease Costs, net $ 160 $ 126 $ 36
Corporate — 20 —
$ 160 $ 146 $ 36
The following tables present segment capital expenditures and depreciation and amortization:
(In millions) 2025 2024 2023
Capital Expenditures
Americas $ 579 $ 790 $ 638
Europe, Middle East and Africa 160 257 255
Asia Pacific 83 113 126
Total Segment Capital Expenditures $ 822 $ 1,160 $ 1,019
Corporate 4 28 31
$ 826 $ 1,188 $ 1,050
(In millions) 2025 2024 2023
Depreciation and Amortization
Americas $ 605 $ 579 $ 580
Europe, Middle East and Africa 284 277 239
Asia Pacific 119 153 141
Total Segment Depreciation and Amortization $ 1,008 $ 1,009 $ 960
Corporate 37 40 41
$ 1,045 $ 1,049 $ 1,001
The following table presents segment equity in the net (income) loss of investees accounted for by the equity method:
(In millions) 2025 2024 2023
Equity in (Income) Loss
Americas $ 32 $ 27 $ 15
Europe, Middle East and Africa ( 1 ) ( 1 ) ( 1 )
Asia Pacific ( 14 ) ( 8 ) ( 16 )
Total Segment Equity in (Income) Loss $ 17 $ 18 $ ( 2 )
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Note 10. Accounts Receivable
(In millions) December 31,
2025 December 31,
2024
Accounts receivable $ 2,430 $ 2,566
Allowance for doubtful accounts ( 89 ) ( 84 )
$ 2,341 $ 2,482
Note 11. Inventories
(In millions) December 31,
2025 December 31,
2024
Raw materials $ 616 $ 728
Work in process 195 207
Finished goods 2,761 2,619
$ 3,572 $ 3,554
Note 12. Goodwill and Intangible Assets
The following table presents the net carrying amount of goodwill allocated by segment and changes during 2025:
(In millions) Balance at
December 31,
2024 Acquisitions Divestitures (1)
Impairment Translation Balance at
December 31,
2025
Americas $ 715 $ — $ ( 41 ) $ ( 674 ) $ — $ —
Asia Pacific 41 — — — 1 42
$ 756 $ — $ ( 41 ) $ ( 674 ) $ 1 $ 42
(1) The amounts reflect the goodwill allocated to the sale of the Chemical Business.
The following table presents the net carrying amount of goodwill allocated by segment and changes during 2024:
(In millions) Balance at
December 31,
2023 Acquisitions Divestitures (1)
Impairment Translation Balance at
December 31,
2024
Americas $ 724 $ — $ ( 9 ) $ — $ — $ 715
Asia Pacific 57 — ( 13 ) — ( 3 ) 41
$ 781 $ — $ ( 22 ) $ — $ ( 3 ) $ 756
(1) The amounts reflect the goodwill allocated to the sale of the OTR tire business.
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The following table presents information about intangible assets at December 31:
2025 2024
(In millions) Gross
Carrying
Amount (1)
Accumulated
Amortization /Impairment Charges / Divestitures (1)(2)
Net
Carrying
Amount Gross
Carrying
Amount (1)
Accumulated
Amortization /Impairment Charges / Divestitures (1)(3)
Net
Carrying
Amount
Intangible assets with indefinite lives $ 555 $ ( 116 ) $ 439 $ 680 $ ( 131 ) $ 549
Customer relationships 350 ( 138 ) 212 350 ( 108 ) 242
Other intangible assets 30 ( 23 ) 7 30 ( 25 ) 5
Trademarks and patents 29 ( 24 ) 5 29 ( 20 ) 9
$ 964 $ ( 301 ) $ 663 $ 1,089 $ ( 284 ) $ 805
(1) Includes impact of foreign currency translation.
(2) Includes impact of the sale of the rights to use the Dunlop brand name and related trademarks, previously included as intangible assets with indefinite lives.
(3) Includes impact of the impairment recognized during 2024 against the intangible assets with indefinite lives related to the acquisition of Cooper Tire of $ 125 million.
Intangible assets are primarily comprised of rights to use the Cooper brand names and related trademarks, Cooper Tire customer relationships, and certain other brand names and trademarks.
Amortization expense for intangible assets totaled $ 30 million in 2025, $ 32 million in 2024, and $ 33 million in 2023. We estimate that annual amortization expense related to intangible assets will be $ 30 million in 2026, and an average of $ 27 million in 2027 through 2030.
During 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 and performed a quantitative analysis of the fair value of the North America reporting unit in our Americas segment as of September 30, 2025. We determined the estimated fair value of our North America reporting unit based on a discounted cash flow model. 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. Based on our interim impairment test, we determined the fair value of the North America reporting unit was less than its carrying value, which resulted in a full goodwill impairment and a non-cash charge of $ 674 million during the third quarter of 2025.
During the third quarter of 2025, after evaluating macroeconomic conditions and our current and future results of operations, including current results for our Asia Pacific business and brands associated with our indefinite-lived intangible assets, we concluded that there were no triggering events and it was not more likely than not that the fair values of our reporting unit within our Asia Pacific segment or our indefinite-lived intangible assets recorded within our Americas and Asia Pacific segments were less than their respective carrying values and, therefore, did not have any impairment of those assets.
As part of our annual impairment analysis as of October 31, 2025, we completed a qualitative impairment analysis of our Asia Pacific reporting unit. After considering the results of our most recent quantitative annual testing, the capital markets environment, macroeconomic conditions, tire industry competition and trends, our results of operations, and other factors, we concluded that it was not more likely than not that the fair value of our Asia Pacific reporting unit was less than the carrying value.
As part of our annual impairment analysis as of October 31, 2025, we completed a quantitative impairment analysis of our indefinite-lived intangible assets to determine if their fair values were less than their carrying amounts. Based on the results of the quantitative impairment assessments, the Company determined that no impairment was required as the estimated fair values of our indefinite-lived intangible assets exceeded or approximated their respective carrying values. We identified $ 435 million of indefinite-lived intangible assets related to the Cooper Tire acquisition for which the estimated fair values
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approximated their respective carrying values. We determined the fair value of the indefinite-lived intangible assets using the relief-from-royalty method, which calculates the cost savings associated with owning rather than licensing the assets. The most critical assumptions used in the calculation of the fair value are projected revenue, discount rate and royalty rate. The fair value of the indefinite-lived intangible assets is sensitive to differences between estimated and actual revenue, including changes in the discount rate and royalty rate used to evaluate the fair value of these assets. Although we believe our estimate of fair value is reasonable, the indefinite-lived intangible asset performance is dependent on our ability to execute our business plan. If our future financial performance falls below our expectations, or there are adverse revisions to significant assumptions, including projected revenues, discount rates or royalty rates, this could be indicative that the fair values of these indefinite-lived intangible assets has declined below their carrying values, and therefore we may need to record a material, non-cash impairment charge in a future period.
We assessed the period from October 31, 2025 to December 31, 2025 and determined there were no factors that caused us to change our conclusions as of October 31, 2025. Future changes in the judgments, assumptions and estimates that are used in our impairment testing for indefinite-lived intangible assets, including discount rates, royalty 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 additional impairment charges that could adversely affect our results of operations.
Note 13. Other Assets and Investments
Dividends received from our consolidated subsidiaries were $ 117 million, $ 131 million and $ 150 million in 2025, 2024 and 2023, respectively. Dividends received in 2025 were primarily from Singapore, Canada and Mexico and paid to the United States. Dividends received in 2024 and 2023 were primarily from Brazil, Mexico, Singapore and Canada and paid to the United States. Dividends received from our affiliates accounted for using the equity method were $ 33 million, $ 7 million and $ 19 million in 2025, 2024 and 2023, respectively.
Investment in TireHub
The carrying value of our net investment in TireHub was $ 44 million and $ 110 million, which includes an outstanding loan receivable of $ 103 million and $ 119 million, at December 31, 2025 and 2024, respectively, and was included in Other Assets on our Consolidated Balance Sheets. Our investment in TireHub is accounted for under the equity method of accounting and, as such, includes our 50 % share of the net income (losses) of TireHub, which was a net loss of $ 41 million and $ 35 million in 2025 and 2024, respectively.
Investment in ACTR Company Limited
We own a 35 % equity interest in ACTR Company Limited, a tire manufacturing joint venture in Vietnam, valued at $ 74 million and $ 84 million at December 31, 2025 and 2024, respectively. Our investment in ACTR is accounted for under the equity method of accounting and, as such, includes our 35 % share of the net income of ACTR, which totaled $ 14 million and $ 8 million in 2025 and 2024, respectively.
Note 14. Property, Plant and Equipment
December 31, 2025 December 31, 2024
(In millions) Owned Finance
Leases Total Owned Finance
Leases Total
Property, plant and equipment:
Land $ 429 $ 1 $ 430 $ 444 $ 1 $ 445
Buildings 2,737 221 2,958 2,687 215 2,902
Machinery and equipment 15,285 77 15,362 15,234 69 15,303
Construction in progress 1,150 — 1,150 1,300 — 1,300
19,601 299 19,900 19,665 285 19,950
Accumulated depreciation ( 12,285 ) ( 105 ) ( 12,390 ) ( 12,123 ) ( 89 ) ( 12,212 )
7,316 194 7,510 7,542 196 7,738
Spare parts 333 — 333 344 — 344
$ 7,649 $ 194 $ 7,843 $ 7,886 $ 196 $ 8,082
The range of useful lives of property used in arriving at the annual amount of depreciation is as follows: buildings and improvements, 3 to 45 years; and machinery and equipment, 3 to 40 years.
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Note 15. Leases
The components of lease expense included in Income (Loss) before Income Taxes for the years ended December 31, 2025, 2024 and 2023 are as follows:
(In millions) 2025 2024 2023
Operating Lease Expense $ 318 $ 326 $ 302
Finance Lease Expense:
Amortization of ROU assets 13 12 12
Interest on lease liabilities 21 21 20
Short Term Lease Expense 13 11 11
Variable Lease Expense 3 5 3
Sublease Income ( 9 ) ( 9 ) ( 10 )
Total Lease Expense $ 359 $ 366 $ 338
Supplemental cash flow information related to leases for the years ended December 31, 2025, 2024 and 2023 is as follows:
(In millions) 2025 2024 2023
Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Operating Cash Flows for Operating Leases $ 287 $ 277 $ 278
Operating Cash Flows for Finance Leases 21 21 20
Financing Cash Flows for Finance Leases 11 10 8
ROU Assets Obtained in Exchange for Lease Obligations
Operating Leases 155 223 218
Finance Leases 2 2 17
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Supplemental balance sheet information related to leases as of December 31, 2025 and 2024 is as follows:
(In millions, except lease term and discount rate) 2025 2024
Operating Leases
Operating Lease ROU Assets $ 998 $ 951
Operating Lease Liabilities due Within One Year $ 196 $ 200
Operating Lease Liabilities 862 804
Total Operating Lease Liabilities $ 1,058 $ 1,004
Finance Leases
Property, Plant and Equipment, at cost $ 299 $ 285
Accumulated Depreciation ( 105 ) ( 89 )
Property, Plant and Equipment, net $ 194 $ 196
Long Term Debt and Finance Leases due Within One Year $ 11 $ 10
Long Term Debt and Finance Leases 250 251
Total Finance Lease Liabilities $ 261 $ 261
Weighted Average Remaining Lease Term (years)
Operating Leases 8.7 6.9
Finance Leases 26.3 27.1
Weighted Average Discount Rate
Operating Leases 7.75 % 7.45 %
Finance Leases 8.26 % 8.23 %
Future maturities of our lease liabilities, excluding subleases, as of December 31, 2025 are as follows:
(In millions) Operating Leases Finance Leases
2026 $ 264 $ 30
2027 226 29
2028 178 28
2029 144 30
2030 120 25
Thereafter 487 568
Total Lease Payments 1,419 710
Less: Imputed Interest 361 449
Total $ 1,058 $ 261
As of December 31, 2025, we have additional operating and finance leases that have not yet commenced for which the present value of lease payments over the respective lease terms totals $ 76 million. Accordingly, these leases are not recorded on the Consolidated Balance Sheets at December 31, 2025. These leases will commence in 2027 with lease terms of 12 to 30 years.
Note 16. Financing Arrangements and Derivative Financial Instruments
At December 31, 2025, we had total credit arrangements of $ 10,525 million, of which $ 4,421 million were unused. At that date, approximately 20 % of our debt was at variable interest rates averaging 7.06 %.
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Notes Payable and Overdrafts, Long Term Debt and Finance Leases due Within One Year and Short Term Financing Arrangements
At December 31, 2025, we had short term committed and uncommitted credit arrangements totaling $ 818 million, of which $ 276 million were unused. These arrangements are available primarily to certain of our foreign subsidiaries through various banks at quoted market interest rates.
The following table presents amounts due within one year:
(In millions) December 31,
2025 December 31,
2024
Chinese credit facilities $ 42 $ 66
Other foreign and domestic debt 464 492
Notes Payable and Overdrafts $ 506 $ 558
Weighted average interest rate 7.62 % 8.00 %
Chinese credit facilities $ 48 $ 81
Mexican credit facility 200 —
9.5 % Notes due 2025
— 500
Other foreign and domestic debt (including finance leases) 116 251
Long Term Debt and Finance Leases due Within One Year $ 364 $ 832
Weighted average interest rate 5.07 % 8.46 %
Total obligations due within one year $ 870 $ 1,390
Long Term Debt and Finance Leases and Financing Arrangements
At December 31, 2025, we had long term credit arrangements totaling $ 9,707 million, of which $ 4,145 million were unused.
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The following table presents long term debt and finance leases, net of unamortized discounts, and interest rates:
December 31, 2025 December 31, 2024
(In millions) Amount Interest Rate Amount Interest Rate
Notes:
9.5 % due 2025
$ — $ 500
5 % due 2026
— 900
4.875 % due 2027
700 700
7.625 % due 2027
121 124
7 % due 2028
150 150
2.75 % Euro Notes due 2028
470 416
5 % due 2029
850 850
6.625 % due 2030
500 —
5.25 % due April 2031
550 550
5.25 % due July 2031
600 600
5.625 % due 2033
450 450
Credit Facilities:
First lien revolving credit facility due 2030 — — % 700 5.86 %
European revolving credit facility due 2028 — — — —
Pan-European accounts receivable facility 292 3.86 % 227 4.83 %
Mexican credit facility 200 5.99 % 200 7.36 %
Chinese credit facilities 150 1.69 % 147 2.50 %
Other foreign and domestic debt (1)
424 8.32 % 480 7.39 %
5,457 6,994
Unamortized deferred financing fees ( 26 ) ( 31 )
5,431 6,963
Finance lease obligations (2)
261 261
5,692 7,224
Less portion due within one year ( 364 ) ( 832 )
$ 5,328 $ 6,392
(1) Interest rates are weighted average interest rates related to various foreign credit facilities with customary terms and conditions.
(2) Includes non-cash financing additions of $ 2 million during the twelve month period ended December 31, 2025 and 2024.
NOTES
$ 500 million 9.5 % Senior Notes due 2025
On February 19, 2025, we redeemed our remaining $ 500 million 9.5 % senior notes due 2025 at redemption price equal to 100 % of the principal amount redeemed plus accrued and unpaid interest.
$ 900 million 5 % Senior Notes due 2026
On June 30, 2025, we redeemed $ 400 million of our 5 % senior notes due 2026 at a redemption price equal to 100 % of the principal amount redeemed plus accrued and unpaid interest. On July 3, 2025, we redeemed the remaining $ 500 million of our 5 % senior notes due 2026 at redemption price equal to 100 % of the principal amount redeemed plus accrued and unpaid interest.
$ 700 million 4.875 % Senior Notes due 2027
At December 31, 2025, $ 700 million aggregate principal amount of 4.875 % senior notes due 2027 were outstanding. These notes were sold at 100 % of the principal amount and will mature on March 15, 2027. These notes are unsecured senior obligations and are guaranteed by our U.S. and Canadian subsidiaries that also guarantee our obligations under our U.S. first lien revolving credit facility described below.
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We have the option to redeem these notes, in whole or in part, at any time prior to their maturity. If we elect to redeem the notes prior to December 15, 2026, we will pay a redemption price equal to the greater of 100 % of the principal amount of the notes redeemed or the sum of the present values of the remaining scheduled payments on the notes redeemed, discounted using a defined treasury rate plus 50 basis points, plus in either case accrued and unpaid interest to the redemption date. If we elect to redeem the notes on or after December 15, 2026, we will pay a redemption price equal to 100 % of the principal amount of the notes redeemed plus accrued and unpaid interest to the redemption date.
The terms of the indenture for these notes, among other things, limit our ability and the ability of certain of our subsidiaries to (i) incur certain liens, (ii) engage in sale and leaseback transactions, and (iii) consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. These covenants are subject to significant exceptions and qualifications.
$ 117 million 7.625 % Senior Notes due 2027
Following the Cooper Tire acquisition and at December 31, 2025, $ 117 million aggregate principal amount of 7.625 % senior notes due 2027 were outstanding. These notes also included a $ 19 million fair value step-up, which is being amortized against interest expense over the remaining life of the notes. Amortization since the Cooper Tire acquisition was approximately $ 15 million. These notes are unsecured senior obligations and will mature on March 15, 2027. These notes are not redeemable prior to maturity.
On November 25, 2022, Goodyear assumed Cooper Tire's obligations under these notes.
The terms of the indenture for these notes, among other things, limit our ability and the ability of certain of our subsidiaries to (i) incur certain liens, (ii) enter into certain sale and leaseback transactions, and (iii) consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. These covenants are subject to significant exceptions and qualifications.
$ 150 million 7 % Senior Notes due 2028
At December 31, 2025, $ 150 million aggregate principal amount of 7 % notes due 2028 were outstanding. These notes are unsecured senior obligations and will mature on March 15, 2028.
We have the option to redeem these notes, in whole or in part, at any time at a redemption price equal to the greater of 100 % of the principal amount thereof or the sum of the present values of the remaining scheduled payments thereon, discounted using a defined treasury rate plus 15 basis points, plus in either case accrued and unpaid interest to the redemption date.
The terms of the indenture for these notes, among other things, limit our ability and the ability of certain of our subsidiaries to (i) incur secured debt, (ii) engage in sale and leaseback transactions, and (iii) consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. These covenants are subject to significant exceptions and qualifications.
€ 400 million 2.75 % Senior Notes due 2028 of GEBV
At December 31, 2025, € 400 million aggregate principal amount of Goodyear Europe B.V. ("GEBV") 2.75 % senior notes due 2028 were outstanding. These notes were sold at 100 % of the principal amount and will mature on August 15, 2028. These notes are unsecured senior obligations of GEBV and are guaranteed, on an unsecured senior basis, by the Company and our U.S. and Canadian subsidiaries that also guarantee our obligations under our U.S. first lien revolving credit facility described below.
We have the option to redeem these notes, in whole or in part, at any time on or after August 15, 2025 at a redemption price of 100.688 % and 100 % during the 12-month periods commencing on August 15, 2025, and 2026 and thereafter, respectively, plus accrued and unpaid interest to the redemption date.
The indenture for these notes includes covenants that are substantially similar to those contained in the indenture governing our 4.875 % senior notes due 2027, described above.
$ 850 million 5 % Senior Notes due 2029
At December 31, 2025, $ 850 million aggregate principal amount of 5 % senior notes due 2029 were outstanding. These notes were sold at 100 % of the principal amount and will mature on July 15, 2029. These notes are unsecured senior obligations and are guaranteed by our U.S. and Canadian subsidiaries that also guarantee our obligations under our U.S. first lien revolving credit facility described below.
We have the option to redeem these notes, in whole or in part, at any time prior to their maturity. If we elect to redeem these notes prior to three months before their maturity date, we will pay a redemption price equal to the greater of 100 % of the principal amount of the notes redeemed or the sum of the present values of the remaining scheduled payments on the notes redeemed, discounted using a defined treasury rate plus 50 basis points, plus in either case accrued and unpaid interest to the redemption date. If we elect to redeem these notes on or after three months before their maturity date, we will
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pay a redemption price equal to 100 % of the principal amount of the notes redeemed plus accrued and unpaid interest to the redemption date.
The indenture for these notes includes covenants that are substantially similar to those contained in the indenture governing our 4.875 % senior notes due 2027, described above.
$ 500 million 6.625 % Senior Notes due 2030
On June 3, 2025, we issued $ 500 million in aggregate principal amount of 6.625 % senior notes due 2030. These notes were sold at 100 % of the principal amount and will mature on July 15, 2030. These notes are unsecured senior obligations and are guaranteed by our U.S. and Canadian subsidiaries that also guarantee our obligations under our U.S. first lien revolving credit facility described below.
We have the option to redeem these notes, in whole or in part, at any time on or after July 15, 2027 at a redemption price of 103.313 %, 101.656 % and 100 % during the 12-month periods commencing on July 15, 2027, 2028 and 2029 and thereafter, respectively, plus accrued and unpaid interest to the redemption date. Prior to July 15, 2027, we may redeem these notes, in whole or in part, at a redemption price equal to 100 % of the principal amount plus a make-whole premium and accrued and unpaid interest to the redemption date. In addition, prior to July 15, 2027, we may redeem up to 35 % of the original aggregate principal amount of these notes from the net cash proceeds of certain equity offerings at a redemption price equal to 106.625 % of the principal amount plus accrued and unpaid interest to the redemption date.
The indenture for these notes includes covenants that are substantially similar to those contained in the indenture governing our 4.875 % senior notes due 2027, described above.
$ 550 million 5.25 % Senior Notes due April 2031
At December 31, 2025, $ 550 million aggregate principal amount of 5.25 % senior notes due April 2031 were outstanding. These notes were sold at 100 % of the principal amount and will mature on April 30, 2031. These notes are unsecured senior obligations and are guaranteed by our U.S. and Canadian subsidiaries that also guarantee our obligations under our U.S. first lien revolving credit facility described below.
The indenture for these notes includes redemption provisions that are substantially similar to those contained in the indenture governing our 5 % senior notes due 2029, described above.
The indenture for these notes includes covenants that are substantially similar to those contained in the indenture governing our 4.875 % senior notes due 2027, described above.
$ 600 million 5.25 % Senior Notes due July 2031
At December 31, 2025, $ 600 million aggregate principal amount of 5.25 % senior notes due July 2031 were outstanding. These notes were sold at 100 % of the principal amount and will mature on July 15, 2031. These notes are unsecured senior obligations and are guaranteed by our U.S. and Canadian subsidiaries that also guarantee our obligations under our U.S. first lien revolving credit facility described below.
The indenture for these notes includes redemption provisions that are substantially similar to those contained in the indenture governing our 5 % senior notes due 2029, described above.
The indenture for these notes includes covenants that are substantially similar to those contained in the indenture governing our 4.875 % senior notes due 2027, described above.
$ 450 million 5.625 % Senior Notes due 2033
At December 31, 2025, $ 450 million aggregate principal amount of 5.625 % senior notes due 2033 were outstanding. These notes were sold at 100 % of the principal amount and will mature on April 30, 2033. These notes are unsecured senior obligations and are guaranteed by our U.S. and Canadian subsidiaries that also guarantee our obligations under our U.S. first lien revolving credit facility described below.
The indenture for these notes includes redemption provisions that are substantially similar to those contained in the indenture governing our 5 % senior notes due 2029, described above.
The indenture for these notes includes covenants that are substantially similar to those contained in the indenture governing our 4.875 % senior notes due 2027, described above.
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CREDIT FACILITIES
$ 2.75 billion Amended and Restated First Lien Revolving Credit Facility due 2030
On May 19, 2025, we amended and restated our U.S. first lien revolving credit facility. The principal change to the facility was the extension of its maturity from June 8, 2026 to May 19, 2030. The interest rate for loans under the facility remained at SOFR plus 125 basis points, based on our current liquidity as described below.
Our amended and restated first lien revolving credit facility is available in the form of loans or letters of credit. Up to $ 800 million in letters of credit and $ 50 million of swingline loans are available for issuance under the facility. Subject to the consent of the lenders whose commitments are to be increased, we may request that the facility be increased by up to $ 250 million.
Our obligations under the facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries. Our obligations under the facility and our subsidiaries' obligations under the related guarantees are secured by first priority security interests in collateral that includes, subject to certain exceptions:
• U.S. and Canadian accounts receivable and inventory;
• certain of our U.S. manufacturing facilities;
• equity interests in our U.S. subsidiaries and up to 65 % of the voting equity interests in most of our directly owned foreign subsidiaries; and
• substantially all other tangible and intangible assets, including equipment, contract rights and intellectual property.
Availability under the facility is subject to a borrowing base, which is based on (i) eligible accounts receivable and inventory of The Goodyear Tire & Rubber Company and certain of its U.S. and Canadian subsidiaries, (ii) the greater of 50 % of the appraised value, if any, of our principal trademarks or $ 400 million, (iii) the value of eligible machinery and equipment, and (iv) certain cash in an amount not to exceed $ 275 million. To the extent that our eligible accounts receivable, inventory and other components of the borrowing base decline in value, our borrowing base will decrease and the availability under the facility may decrease below $ 2.75 billion. As of December 31, 2025, our borrowing base was above the facility's stated amount of $ 2.75 billion.
The facility contains covenants that, among other things, limit our ability and the ability of certain of our subsidiaries to (i) incur additional debt or issue redeemable preferred stock, (ii) pay dividends, repurchase shares or make certain other restricted payments or investments, (iii) incur liens, (iv) sell assets, (v) incur restrictions on the ability of our subsidiaries to pay dividends or to make other payments to us, (vi) enter into affiliate transactions, (vii) engage in sale and leaseback transactions, and (viii) consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. These covenants are subject to significant exceptions and qualifications. In addition, in the event that the availability under the facility plus the aggregate amount of our Available Cash is less than $ 275 million, we will not be permitted to allow our ratio of EBITDA to Consolidated Interest Expense to be less than 2.0 to 1.0 for any period of four consecutive fiscal quarters. “Available Cash,” “EBITDA” and “Consolidated Interest Expense” have the meanings given them in the facility.
The facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition since December 31, 2024. The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.
If Available Cash (as defined in the facility) plus the average quarterly availability under the facility is greater than 25 % of the total commitments under the facility, amounts drawn under the facility will bear interest, at our option, at (i) 125 basis points over SOFR or (ii) 25 basis points over an alternate base rate (the higher of (a) the prime rate, (b) the federal funds effective rate or the overnight bank funding rate plus 50 basis points or (c) SOFR plus 100 basis points). If Available Cash plus the average quarterly availability under the facility is equal to or less than 25 % of the total commitments under the facility, then amounts drawn under the facility will bear interest, at our option, at (i) 150 basis points over SOFR or (ii) 50 basis points over an alternate base rate. Based on our current liquidity, amounts drawn under this facility bear interest at SOFR plus 125 basis points. Undrawn amounts under the facility are subject to an annual commitment fee of 25 basis points.
At December 31, 2025, we had no borrowings and $ 1 million of letters of credit issued under the revolving credit facility. At December 31, 2024, we had $ 700 million of borrowings and $ 1 million of letters of credit issued under the revolving credit facility.
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€ 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 GEBV, Goodyear Germany and Goodyear Operations S.A. Up to € 175 million of swingline loans and € 75 million in letters of credit are available for issuance under the all-borrower tranche. Subject to the consent of the lenders whose commitments are to be increased, we may request that the facility be increased by up to € 200 million. Amounts drawn under this facility will bear interest at SOFR plus 150 basis points for loans denominated in U.S. dollars, EURIBOR plus 150 basis points for loans denominated in euros, and SONIA plus 150 basis points for loans denominated in pounds sterling. Undrawn amounts under the facility are subject to an annual commitment fee of 25 basis points.
GEBV and certain of its subsidiaries in the United Kingdom, Luxembourg, France and Germany provide guarantees to support the facility. GEBV’s obligations under the facility and the obligations of its subsidiaries under the related guarantees are secured by security interests in collateral that includes, subject to certain exceptions:
• the capital stock of the principal subsidiaries of GEBV; and
• a substantial portion of the tangible and intangible assets of GEBV and certain of its subsidiaries in the United Kingdom, Luxembourg, France and Germany, including real property, equipment, inventory, contract rights, intercompany receivables and cash accounts, but excluding accounts receivable and certain cash accounts in subsidiaries that are or may become parties to securitization or factoring transactions.
The German guarantors secure the German tranche on a first-lien basis and the all-borrower tranche on a second-lien basis. GEBV and its other subsidiaries that provide guarantees secure the all-borrower tranche on a first-lien basis and generally do not provide collateral support for the German tranche. The Company and its U.S. and Canadian subsidiaries that guarantee our U.S. first lien revolving credit facility described above also provide unsecured guarantees in support of the facility.
The facility contains covenants similar to those in our first lien revolving credit facility, with additional limitations applicable to GEBV and its subsidiaries. In addition, under the facility, GEBV’s ratio of Consolidated Net GEBV Indebtedness to Consolidated GEBV EBITDA for a period of four consecutive fiscal quarters is not permitted to be greater than 3.0 to 1.0 at the end of any fiscal quarter. “Consolidated Net GEBV Indebtedness” and “Consolidated GEBV EBITDA” have the meanings given them in the facility.
The facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition since December 31, 2021. The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.
At December 31, 2025 and 2024, we had no borrowings and no letters of credit outstanding under the European revolving credit facility.
Accounts Receivable Securitization Facilities (On-Balance Sheet)
On October 10, 2025, GEBV and certain other of our European subsidiaries amended and restated our pan-European accounts receivable securitization facility. The principal change to the facility was the extension of its maturity from October 19, 2027 to October 18, 2032. The terms of the facility provide the flexibility to designate annually the maximum amount of funding available under the facility in an amount of not less than € 30 million and not more than € 450 million. For the period from October 2025 through October 2027, the designated maximum amount of the facility is € 300 million.
The facility involves an ongoing daily sale of substantially all of the trade accounts receivable of certain GEBV subsidiaries. These subsidiaries retain servicing responsibilities. Utilization under this facility is based on eligible receivable balances.
The funding commitments under the facility will expire upon the earliest to occur of: (a) October 18, 2032, (b) the non-renewal and expiration (without substitution) of all of the back-up liquidity commitments, (c) the early termination of the facility according to its terms (generally upon an Early Amortisation Event (as defined in the facility), which includes, among other things, events similar to the events of default under our first lien revolving credit facility; certain tax law changes; or certain changes to law, regulation or accounting standards), or (d) our request for early termination of the facility. The facility’s current back-up liquidity commitments will expire in October 2027.
The facility has customary representations, warranties, covenants and Early Amortisation Events. In addition, it is an Early Amortisation Event under the facility if GEBV’s ratio of Consolidated Net GEBV Indebtedness to Consolidated GEBV EBITDA for a period of four consecutive fiscal quarters is greater than 3.0 to 1.0 at the end of any fiscal quarter. This financial covenant is substantially similar to the covenant included in our European revolving credit facility.
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At December 31, 2025, the amounts available and utilized under this program totaled $ 292 million (€ 249 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 December 31, 2025, the gross amount of receivables sold was $ 892 million, compared to $ 773 million at December 31, 2024.
Supplier Financing
We have entered into payment processing agreements with several financial institutions. Under these agreements, the financial institutions act as our paying agents with respect to accounts payable due to our suppliers. These agreements also allow our suppliers to sell their receivables to the financial institutions at the sole discretion of both the supplier and the financial institution on terms that are negotiated between 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. Agreements for such supplier financing programs totaled up to $ 876 million and $ 775 million at December 31, 2025 and 2024, respectively. The amounts confirmed to the financial institutions were $ 551 million and $ 604 million at December 31, 2025 and 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.
The following table represents the change in the balance of the supplier financing arrangements during the year ended December 31:
(In millions) 2025
Balance at January 1 $ 604
Amounts added to the program 1,778
Amounts settled ( 1,849 )
Translation 18
Balance at December 31
$ 551
Other Foreign Credit Facilities
A Mexican subsidiary and a U.S. subsidiary have a revolving credit facility in Mexico. At December 31, 2025 and 2024, the amounts available and utilized under this facility were $ 200 million. The facility ultimately matures on November 22, 2026, has covenants relating to the Mexican and U.S. subsidiaries, and has customary representations and warranties and defaults relating to the Mexican and U.S. subsidiaries' ability to perform their respective obligations under the facility.
Our Chinese subsidiaries have several financing arrangements in China. These facilities contain covenants relating to these Chinese subsidiaries and have customary representations and warranties and defaults relating to these Chinese subsidiaries' ability to perform their respective obligations under these facilities. These facilities are also available for other off-balance sheet utilization, such as letters of credit and bank acceptances.
The following table presents the total amounts available and utilized under the Chinese financing arrangements:
(In millions) December 31,
2025 December 31,
2024
Total available $ 854 $ 817
Amounts utilized:
Notes Payable and Overdrafts $ 42 $ 66
Long Term Debt due Within One Year 48 81
Long Term Debt 102 66
Letters of credit, bank acceptances and other utilization 131 104
Total utilized $ 323 $ 317
Maturities 1/26-7/27 1/25-8/28
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Certain of these facilities can only be used to finance the expansion of our manufacturing facilities in China. As of December 31, 2025, these arrangements had been paid in full. As of December 31, 2024, the unused amounts available under these facilities were $ 31 million.
Debt Maturities
The annual aggregate maturities of our debt (excluding the impact of deferred financing fees, unamortized discounts and the fair value step-up related to the Cooper Tire acquisition), finance leases and notes payable and overdrafts for the five years subsequent to December 31, 2025 are presented below. Maturities of credit agreements have been reported on the basis that the commitments to lend under these agreements will be terminated effective at the end of their current terms.
(In millions) 2026 2027 2028 2029 2030
U.S. $ 3 $ 821 $ 150 $ 850 $ 500
Foreign 1,180 214 652 14 6
$ 1,183 $ 1,035 $ 802 $ 864 $ 506
DERIVATIVE FINANCIAL INSTRUMENTS
We utilize derivative financial instrument contracts and nonderivative instruments to manage interest rate, foreign exchange and commodity price risks. We have established a control environment that includes policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. We do not hold or issue derivative financial instruments for trading purposes.
Foreign Currency Contracts
We enter into foreign currency contracts in order to manage the impact of changes in foreign exchange rates on our consolidated results of operations and future foreign currency-denominated cash flows. These contracts may be used to reduce exposure to currency movements affecting existing foreign currency-denominated assets, liabilities, firm commitments and forecasted transactions resulting primarily from trade purchases and sales, equipment acquisitions, intercompany loans and royalty agreements. Contracts hedging short term trade receivables and payables normally have no hedging designation.
The following table presents the fair values for foreign currency hedge contracts that do not meet the criteria to be accounted for as cash flow hedging instruments:
(In millions) December 31,
2025 December 31,
2024
Fair Values — Current asset (liability):
Accounts receivable $ 6 $ 28
Other current liabilities ( 30 ) ( 3 )
At December 31, 2025 and 2024, these outstanding foreign currency derivatives had notional amounts of $ 1,942 million and $ 1,779 million, respectively, and were primarily related to intercompany loans. Other (Income) Expense included net transaction losses on derivatives of $ 92 million in 2025 and net transaction gains on derivatives of $ 76 million in 2024. These amounts were substantially offset in Other (Income) Expense by the effect of changing exchange rates on the underlying currency exposures.
At December 31, 2025 and 2024, we did not have any open foreign currency hedge contracts that meet the criteria to be accounted for as cash flow hedging instruments.
We enter into master netting agreements with counterparties. The amounts eligible for offset under the master netting agreements are not material and we have elected a gross presentation of foreign currency contracts in the Consolidated Balance Sheets.
The following table presents the classification of changes in fair values of foreign currency contracts that meet the criteria to be accounted for as cash flow hedging instruments (before tax and minority):
Year Ended December 31,
(In millions) 2025 2024 2023
Amount of gains (losses) deferred to AOCL $ — $ — $ ( 5 )
Reclassification adjustment for amounts recognized in CGS — ( 1 ) 4
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No net deferred losses at December 31, 2025 are expected to be reclassified to earnings within the next twelve months.
The counterparties to our foreign currency contracts were considered by us to be substantial and creditworthy financial institutions that were recognized market makers at the time we entered into those contracts. We seek to control our credit exposure to these counterparties by diversifying across multiple counterparties, by setting counterparty credit limits based on long term credit ratings and other indicators of counterparty credit risk such as credit default swap spreads and default probabilities, and by monitoring the financial strength of these counterparties on a regular basis. We also enter into master netting agreements with counterparties when possible. By controlling and monitoring exposure to counterparties in this manner, we believe that we effectively manage the risk of loss due to nonperformance by a counterparty. However, the inability of a counterparty to fulfill its contractual obligations to us could have a material adverse effect on our liquidity, financial position or results of operations in the period in which it occurs.
Note 17. Fair Value Measurements
The following table presents information about assets and liabilities recorded at fair value on the Consolidated Balance Sheet at December 31:
Total Carrying
Value in the
Consolidated
Balance Sheet Quoted Prices in
Active Markets
for Identical
Assets/Liabilities
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
(In millions) 2025 2024 2025 2024 2025 2024 2025 2024
Assets:
Investments $ 13 $ 16 $ 13 $ 16 $ — $ — $ — $ —
Foreign Exchange Contracts 6 28 — — 6 28 — —
Total Assets at Fair Value $ 19 $ 44 $ 13 $ 16 $ 6 $ 28 $ — $ —
Liabilities:
Foreign Exchange Contracts $ 30 $ 3 $ — $ — $ 30 $ 3 $ — $ —
Total Liabilities at Fair Value $ 30 $ 3 $ — $ — $ 30 $ 3 $ — $ —
The following table presents information about long term fixed rate and variable rate debt, excluding finance leases, at December 31:
(In millions) December 31,
2025 December 31,
2024
Fixed Rate Debt (1) :
Carrying amount — liability $ 4,496 $ 5,367
Fair value — liability 4,422 5,076
Variable Rate Debt (1) :
Carrying amount — liability $ 935 $ 1,600
Fair value — liability 935 1,590
(1) Excludes Notes Payable and Overdrafts of $ 506 million and $ 558 million at December 31, 2025 and 2024, respectively, of which $ 216 million and $ 241 million, respectively, are at fixed rates and $ 290 million and $ 317 million, respectively, are at variable rates. The carrying value of Notes Payable and Overdrafts approximates fair value due to the short term nature of the facilities.
Long term debt with fair values of $ 4,291 million and $ 4,921 million at December 31, 2025 and 2024, respectively, were estimated using quoted Level 1 market prices. The carrying value of the remaining debt approximates fair value since the terms of the financing arrangements are similar to terms that could be obtained under current lending market conditions.
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Note 18. Pension, Savings and Other Postretirement Benefit Plans
We provide employees with defined benefit pension or defined contribution savings plans. Our hourly U.S. pension plans are frozen, except for certain grandfathered participants in the Cooper Tire hourly pension plans who continue to accrue benefits, and provide benefits based on length of service. The principal salaried U.S. pension plan is frozen and provides benefits based on compensation and length of service. Salaried employees who made voluntary contributions to this plan receive higher benefits. We also provide certain U.S. employees and employees at certain non-U.S. subsidiaries with health care benefits or life insurance benefits upon retirement. Substantial portions of retiree health care benefits are not insured and are funded from operations.
During 2025, we recognized pension settlement charges of $ 201 million in Other (Income) Expense. The settlement charges resulted from total lump sum payments exceeding annual service and interest cost of the applicable plans, primarily related to the offer of lump sum payments over a limited time to certain active and former employees in the U.S. defined benefit pension plans and the purchase of a group annuity contract for certain former employees in the U.S. hourly defined benefit pension plan. A total of $ 126 million in payments related to the offer of lump sum payments and $ 142 million for the purchase of a group annuity contract were made from existing plan assets during 2025. In addition, net termination benefits/curtailment charges of $ 4 million and $ 1 million were recorded related to the exit of employees under approved rationalization plans and the sale of the OTR tire business, respectively.
During 2024, we recognized a net pension settlement credit of $ 3 million in Other (Income) Expense, primarily related to a premium refund from the purchase of a group annuity contract for the Cooper Tire U.S. salaried defined benefit pension plan described below. Excess plan assets of $ 5 million from the plan were used to fund obligations associated with our U.S. salaried defined contribution savings plan.
During 2023, we recognized pension settlement charges of $ 40 million in Other (Income) Expense, primarily related to the settlement of all plan benefits of the Cooper Tire U.S. salaried defined benefit pension plan with lump sum payments to electing participants and the purchase of a group annuity contract. After settlement, excess plan assets of $ 18 million were used to fund obligations associated with our U.S. salaried defined contribution savings plan. During 2023, we recognized termination benefits charges of $ 1 million in Rationalizations related to the closure of our Fulda, Germany tire manufacturing facility.
Our U.K. pension plan obligations include approximately $ 27 million at December 31, 2025, to recognize the impact to our plans from court rulings in 2018 and later, involving a plan with similar features to ours that was sponsored by another company, that required equal guaranteed minimum pension benefits for males and females. The total amount recognized includes an estimated $ 7 million related to benefits for certain participants that are still subject to finalization of plan amendments. These amounts have been recognized in AOCL, including $ 1 million of actuarial losses in both 2025 and 2024, from agreements with the plan trustees on implementation of changes for certain participants in our U.K. pension plans.
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Total benefits cost (credit) and amounts recognized in other comprehensive (income) loss follows:
Pension Plans
U.S. Non-U.S. Other Postretirement Benefits
(In millions) 2025 2024 2023 2025 2024 2023 2025 2024 2023
Benefits cost (credit):
Service cost $ 6 $ 7 $ 8 $ 15 $ 19 $ 18 $ 1 $ 2 $ 2
Interest cost 158 174 195 103 105 108 13 15 16
Expected return on plan assets ( 198 ) ( 208 ) ( 231 ) ( 93 ) ( 91 ) ( 92 ) — — —
Amortization of prior service cost (credit)
— — — 2 2 2 ( 7 ) ( 2 ) ( 1 )
Amortization of net losses (gains)
94 97 98 21 20 16 ( 8 ) ( 9 ) ( 9 )
Net periodic cost (credit) $ 60 $ 70 $ 70 $ 48 $ 55 $ 52 $ ( 1 ) $ 6 $ 8
Net curtailments/settlements/termination benefits 208 ( 3 ) 34 ( 1 ) — 7 ( 1 ) — —
Total benefits cost (credit) $ 268 $ 67 $ 104 $ 47 $ 55 $ 59 $ ( 2 ) $ 6 $ 8
Recognized in other comprehensive (income) loss before tax and minority:
Prior service cost (credit) from plan amendments
$ — $ ( 3 ) $ — $ — $ — $ — $ — $ ( 28 ) $ —
Increase (decrease) in net actuarial losses
54 40 40 30 ( 15 ) 120 2 ( 9 ) 1
Amortization of prior service credit (cost) in net periodic cost
— — — ( 2 ) ( 2 ) ( 2 ) 7 3 1
Amortization of net (losses) gains in net periodic cost
( 94 ) ( 97 ) ( 98 ) ( 20 ) ( 20 ) ( 16 ) 8 8 9
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures ( 201 ) 3 ( 34 ) 2 — ( 13 ) — — —
Total recognized in other comprehensive (income) loss before tax and minority
$ ( 241 ) $ ( 57 ) $ ( 92 ) $ 10 $ ( 37 ) $ 89 $ 17 $ ( 26 ) $ 11
Total recognized in total benefits cost (credit) and other comprehensive loss (income) before tax and minority
$ 27 $ 10 $ 12 $ 57 $ 18 $ 148 $ 15 $ ( 20 ) $ 19
Service cost is recorded in CGS or SAG. Other components of net periodic cost are recorded in Other (Income) Expense. Net curtailments, settlements and termination benefits are recorded in Other (Income) Expense or Rationalizations if related to a rationalization plan.
We use the fair value of pension assets in the calculation of pension expense for all plans.
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Total benefits (credit) cost for our other postretirement benefits was $( 3 ) million, $ 3 million and $ 5 million for our U.S. plans in 2025, 2024 and 2023, respectively, and $ 1 million, $ 3 million and $ 3 million for our non-U.S. plans in 2025, 2024 and 2023, respectively.
During 2024, we approved changes to one of our U.S. other postretirement benefit plans, effective January 1, 2025, which resulted in a $ 28 million reduction of our U.S. other postretirement benefit obligation.
The Medicare Prescription Drug Improvement and Modernization Act provides plan sponsors a federal subsidy for certain qualifying prescription drug benefits covered under the sponsor’s postretirement health care plans. Our other postretirement benefits cost is presented net of this subsidy, which is less than $ 1 million annually.
The change in benefit obligation and plan assets for 2025 and 2024 and the amounts recognized in our Consolidated Balance Sheets at December 31, 2025 and 2024 are as follows:
Pension Plans
U.S. Non-U.S. Other Postretirement Benefits
(In millions) 2025 2024 2025 2024 2025 2024
Change in benefit obligation:
Beginning balance $ ( 3,380 ) $ ( 3,659 ) $ ( 2,111 ) $ ( 2,392 ) $ ( 232 ) $ ( 287 )
Service cost — benefits earned ( 6 ) ( 7 ) ( 15 ) ( 19 ) ( 1 ) ( 2 )
Interest cost
( 158 ) ( 174 ) ( 103 ) ( 105 ) ( 13 ) ( 15 )
Plan amendments — 3 — — — 28
Actuarial (loss) gain
( 96 ) 107 48 131 ( 4 ) 11
Participant contributions — — ( 2 ) ( 3 ) ( 6 ) ( 6 )
Curtailments/settlements/
termination benefits 369 13 4 12 1 —
Divestitures — — 9 — — —
Foreign currency translation — — ( 166 ) 105 ( 6 ) 8
Benefit payments 307 337 157 160 30 31
Ending balance $ ( 2,964 ) $ ( 3,380 ) $ ( 2,179 ) $ ( 2,111 ) $ ( 231 ) $ ( 232 )
Change in plan assets:
Beginning balance $ 3,447 $ 3,724 $ 1,906 $ 2,146 $ — $ —
Actual return on plan assets 240 61 52 ( 49 ) — —
Company contributions to plan assets — ( 5 ) 24 31 — —
Cash funding of direct participant payments 37 17 22 26 24 25
Participant contributions — — 2 3 6 6
Settlements ( 376 ) ( 13 ) ( 5 ) ( 12 ) — —
Divestitures — — ( 14 ) — — —
Foreign currency translation — — 134 ( 79 ) — —
Benefit payments ( 307 ) ( 337 ) ( 157 ) ( 160 ) ( 30 ) ( 31 )
Ending balance $ 3,041 $ 3,447 $ 1,964 $ 1,906 $ — $ —
Funded status at end of year $ 77 $ 67 $ ( 215 ) $ ( 205 ) $ ( 231 ) $ ( 232 )
Significant actuarial gains or losses related to changes in benefit obligations for 2025 and 2024 primarily resulted from changes in discount rates.
Other postretirement benefits unfunded status was $ 148 million and $ 153 million for our U.S. plans at December 31, 2025 and 2024, respectively, and $ 83 million and $ 79 million for our non-U.S. plans at December 31, 2025 and 2024, respectively.
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The funded status at December 31 recognized in the Consolidated Balance Sheets consists of:
Pension Plans Other Postretirement
Benefits
U.S. Non-U.S.
(In millions) 2025 2024 2025 2024 2025 2024
Noncurrent assets $ 117 $ 140 $ 186 $ 182 $ — $ —
Current liabilities ( 4 ) ( 38 ) ( 24 ) ( 25 ) ( 21 ) ( 22 )
Noncurrent liabilities ( 36 ) ( 35 ) ( 377 ) ( 362 ) ( 210 ) ( 210 )
Net amount recognized $ 77 $ 67 $ ( 215 ) $ ( 205 ) $ ( 231 ) $ ( 232 )
The amounts recorded in AOCL at December 31, net of tax and minority interest, consist of:
Pension Plans
U.S. Non-U.S. Other Postretirement Benefits
(In millions) 2025 2024 2025 2024 2025 2024
Prior service cost (credit) $ — $ — $ 17 $ 17 $ ( 22 ) $ ( 29 )
Net actuarial loss (gain) 1,449 1,690 502 492 ( 76 ) ( 86 )
Gross amount recorded 1,449 1,690 519 509 ( 98 ) ( 115 )
Deferred income taxes 118 118 ( 65 ) ( 64 ) 5 4
Minority shareholders’ equity — — ( 1 ) ( 2 ) — —
Net amount recorded $ 1,567 $ 1,808 $ 453 $ 443 $ ( 93 ) $ ( 111 )
The following table presents significant weighted average assumptions used to determine benefit obligations at December 31:
Pension Plans Other Postretirement Benefits
2025 2024 2025 2024
Discount rate:
—U.S. 5.19 % 5.55 % 5.29 % 5.62 %
—Non-U.S. 5.03 4.88 6.29 6.32
Rate of compensation increase:
—U.S. N/A N/A N/A N/A
—Non-U.S. 2.86 2.85 N/A N/A
The following table presents significant weighted average assumptions used to determine benefits cost for the years ended December 31:
Pension Plans Other Postretirement Benefits
2025 2024 2023 2025 2024 2023
Discount rate for determining interest cost:
—U.S. 5.06 % 5.07 % 5.34 % 5.29 % 5.08 % 5.37 %
—Non-U.S. 4.90 4.19 4.72 7.32 8.04 7.64
Expected long term return on plan assets:
—U.S. 6.20 5.95 6.27 N/A N/A N/A
—Non-U.S. 5.21 4.63 4.79 N/A N/A N/A
Rate of compensation increase:
—U.S. N/A N/A N/A N/A N/A N/A
—Non-U.S. 2.85 2.82 2.84 N/A N/A N/A
For 2025, a weighted average discount rate of 5.06 % was used to determine interest cost for the U.S. pension plans. This rate was derived from spot rates along a yield curve developed from a portfolio of corporate bonds from issuers rated AA or higher by established rating agencies as of December 31, 2024, applied to our expected benefit payment cash flows. For
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our non-U.S. locations, a weighted average discount rate of 4.90 % was used. This rate was developed based on the nature of the liabilities and local environments, using available bond indices, yield curves, projected cash flows, and long term inflation.
For 2025, an assumed weighted average long term rate of return of 6.20 % was used for the U.S. pension plans. In developing the long term rate of return, we evaluated input from our pension fund consultant on asset class return expectations, including determining the appropriate rate of return for our plans, which are substantially invested in fixed income securities. For our non-U.S. locations, an assumed weighted average long term rate of return of 5.21 % was used. Input from local pension fund consultants concerning asset class return expectations and long term inflation form the basis of this assumption.
The U.S. pension plan mortality assumption is based on our actual historical experience or published actuarial tables, and expected future mortality improvements based on published actuarial tables. For our non-U.S. locations, mortality assumptions are based on published actuarial tables which include projections of future mortality improvements.
The following table presents estimated future benefit payments from the plans as of December 31, 2025. Benefit payments for other postretirement benefits are presented net of retiree contributions and Medicare Part D Subsidy Receipts:
Pension Plans Other
Postretirement
Benefits
(In millions) U.S. Non-U.S.
2026 $ 335 $ 164 $ 21
2027 305 153 20
2028 294 153 20
2029 289 160 20
2030 270 158 19
2031-2035 1,185 830 91
The following table presents selected information on our pension plans at December 31:
U.S. Non-U.S.
(In millions) 2025 2024 2025 2024
All plans:
Accumulated benefit obligation $ 2,958 $ 3,374 $ 2,133 $ 2,062
Plans not fully-funded:
Projected benefit obligation $ 208 $ 72 $ 545 $ 515
Accumulated benefit obligation 202 66 513 482
Fair value of plan assets 169 — 144 130
Certain non-U.S. subsidiaries maintain unfunded pension plans consistent with local practices and requirements. At December 31, 2025, these plans accounted for $ 187 million of our accumulated pension benefit obligation, $ 216 million of our projected pension benefit obligation, and $ 11 million of our AOCL adjustment. At December 31, 2024, these plans accounted for $ 168 million of our accumulated pension benefit obligation, $ 197 million of our projected pension benefit obligation, and $ 15 million of our AOCL adjustment.
We expect to contribute $ 25 million to $ 50 million to our funded pension plans in 2026.
Assumed health care cost trend rates at December 31 follow:
2025 2024
Health care cost trend rate assumed for the next year 7.00 % 6.50 %
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) 5.0 5.0
Year that the rate reaches the ultimate trend rate 2034 2031
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Our pension plan weighted average investment allocation at December 31, by asset category, follows:
U.S. Non-U.S.
2025 2024 2025 2024
Cash and short term securities — % — % 3 % 2 %
Equity securities 2 2 4 5
Debt securities 98 98 90 90
Alternatives — — 3 3
Total 100 % 100 % 100 % 100 %
Our pension investment policies recognize the long-term nature of pension liabilities, and are primarily designed to offset the future impact of discount rate movements on the funded status for our plans, with target return-seeking allocations based upon given funded ratio levels. All assets are managed externally according to target asset allocation guidelines we have established. Manager guidelines prohibit the use of any type of investment derivative without our prior approval. Portfolio risk is controlled by having managers comply with guidelines, establishing the maximum size of any single holding in their portfolios, and using managers with different investment styles. We periodically undertake asset and liability modeling studies to determine the appropriateness of the investments.
The portfolio of our U.S. pension plan assets includes holdings of global high quality and high yield fixed income securities, short term interest bearing deposits, and private credit and equity securities. The target asset allocation of our U.S. pension plans is 94 % in duration-matched fixed income securities and 6 % in private credit and equity securities. Actual U.S. pension fund asset allocations are reviewed on a periodic basis and the pension funds are rebalanced to target ranges on an as needed basis.
The portfolios of our non-U.S. pension plans include holdings of global high quality and high yield fixed income securities, U.S. and non-U.S. equities, real estate funds, insurance contracts, repurchase agreements, and short term interest bearing deposits. The weighted average target asset allocation of the non-U.S. pension funds is approximately 90 % in fixed income securities and 10 % in cash, equities and real estate funds.
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The fair values of our pension plan assets at December 31, 2025 by asset category are as follows:
U.S. Non-U.S
(In millions) Total Quoted
Prices
in Active
Markets
for
Identical
Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Other
Unobservable
Inputs
(Level 3) Total Quoted
Prices in
Active
Markets
for
Identical
Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Other
Unobservable
Inputs
(Level 3)
Cash and Short Term Securities $ 7 $ — $ 7 $ — $ 42 $ 39 $ 3 $ —
Equity Securities
Common and Preferred Stock — — — — 1 1 — —
Commingled Funds — — — — 7 7 — —
Mutual Funds — — — — 29 29 — —
Debt Securities
Corporate Bonds 1,886 — 1,886 — 194 — 194 —
Government Bonds 609 — 609 — 1,501 59 1,442 —
Repurchase Agreements — — — — ( 366 ) — ( 366 ) —
Asset Backed Securities 198 — 198 — 23 — 23 —
Commingled Funds — — — — 16 16 — —
Mutual Funds — — — — 42 42 — —
Alternatives
Commingled Funds — — — — 2 2 — —
Insurance Contracts 1 — — 1 24 — — 24
Derivatives 9 — 9 — 8 — 8 —
Mutual Funds — — — — 7 7 — —
Total Investments in the Fair Value Hierarchy 2,710 $ — $ 2,709 $ 1 1,530 $ 202 $ 1,304 $ 24
Investments Measured at Net Asset Value, as Practical Expedient:
Equity Securities
Commingled Funds — 28
Mutual Funds — 5
Partnership Interests 58 —
Debt Securities
Commingled Funds 56 336
Mutual Funds 14 39
Partnership Interests 120 5
Short Term Securities
Commingled Funds 88 25
Alternatives
Commingled Funds — 22
Total Investments 3,046 1,990
Other ( 5 ) ( 26 )
Total Plan Assets $ 3,041 $ 1,964
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The fair values of our pension plan assets at December 31, 2024 by asset category are as follows:
U.S. Non-U.S
(In millions) Total Quoted
Prices
in Active
Markets
for
Identical
Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Other
Unobservable
Inputs
(Level 3) Total Quoted
Prices in
Active
Markets
for
Identical
Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Other
Unobservable
Inputs
(Level 3)
Cash and Short Term Securities $ 3 $ — $ 3 $ — $ 34 $ 32 $ 2 $ —
Equity Securities
Common and Preferred Stock — — — — 1 1 — —
Commingled Funds — — — — 7 7 — —
Mutual Funds — — — — 50 27 23 —
Debt Securities
Corporate Bonds 2,003 — 2,003 — 193 — 193 —
Government Bonds 654 — 654 — 1,475 54 1,421 —
Repurchase Agreements — — — — ( 425 ) — ( 425 ) —
Asset Backed Securities 193 — 193 — 17 — 17 —
Commingled Funds — — — — 16 16 — —
Mutual Funds — — — — 38 38 — —
Alternatives
Commingled Funds — — — — 1 1 — —
Insurance Contracts 1 — — 1 23 — — 23
Derivatives 7 — 7 — — — — —
Mutual Funds — — — — 1 1 — —
Total Investments in the Fair Value Hierarchy 2,861 $ — $ 2,860 $ 1 1,431 $ 177 $ 1,231 $ 23
Investments Measured at Net Asset Value, as Practical Expedient:
Equity Securities
Commingled Funds — 31
Mutual Funds — 4
Partnership Interests 77 —
Debt Securities
Commingled Funds 210 363
Mutual Funds 75 40
Partnership Interests 131 14
Short Term Securities
Commingled Funds 101 8
Alternatives
Commingled Funds — 21
Partnership Interests — 11
Total Investments 3,455 1,923
Other ( 8 ) ( 17 )
Total Plan Assets $ 3,447 $ 1,906
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At December 31, 2025 and 2024, the Plans did not directly hold any of our common stock.
The classification of fair value measurements within the hierarchy is based upon the lowest level of input that is significant to the measurement. Investments that are measured at Net Asset Value ("NAV") as a practical expedient to estimate fair value are not classified in the fair value hierarchy. Under the practical expedient approach, the NAV is based on the fair value of the underlying investments held by each fund less its liabilities. This practical expedient would not be used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to total plan assets. Valuation methodologies used for assets and liabilities measured at fair value are as follows:
• Cash and Short Term Securities : Cash and cash equivalents consist of U.S. and foreign currencies. Foreign currencies are reported in U.S. dollars based on currency exchange rates readily available in active markets. Short term securities held in commingled funds are valued at the NAV of units held at year end, as determined by the investment manager.
• Equity Securities: Common and preferred stock, which are held in non-U.S. companies, are valued at the closing price reported on the active market on which the individual securities are traded. Commingled funds are primarily valued at the NAV of units held at year end, as determined by a pricing vendor or the fund family. Mutual funds are valued at the NAV of shares held at year end, as determined by the closing price reported on the active market on which the individual securities are traded, or a pricing vendor or the fund family if an active market is not available. Partnership interests in private equity securities are priced based on valuations using the partnership’s latest available financial statements and the plan's percent ownership, adjusted for any cash transactions which occurred between the date of those financial statements and our year end.
• Debt Securities : Corporate and government bonds, including asset backed securities, are valued at the closing price reported on the active market on which the individual securities are traded, or based on institutional bid evaluations using proprietary models if an active market is not available. Repurchase agreements are valued at the contract price plus accrued interest. These secured borrowings are collateralized by government bonds held by the non-U.S. plans and have maturities less than one year. Commingled funds are primarily valued at the NAV of units held at year end, as determined by a pricing vendor or the fund family. Mutual funds are valued at the NAV of shares held at year end, as determined by the closing price reported on the active market on which the individual securities are traded, or a pricing vendor or the fund family if an active market is not available. Partnership interests in private credit securities are priced based on valuations using the partnership’s latest available financial statements and the plan's percent ownership, adjusted for any cash transactions which occurred between the date of those financial statements and our year end.
• Alternatives : Commingled and mutual funds, which primarily consist of real estate funds, are valued based on the NAV as determined by the fund manager using the most recent financial information available, or the closing price on the active market on which the individual securities are traded, if an active market is available. Partnership interests are invested in real estate and priced based on valuations using the partnership's latest available financial statements and the plan's percent ownership, adjusted for any cash transactions which occurred between the date of those financial statements and our year end. Other investments primarily include derivative financial instruments, which are valued using independent pricing sources which utilize industry standard derivative valuation models. Directed insurance contracts are valued as reported by the issuer, based on discounted cash flows using a weighted average discount rate of 3.1 % and 3.2 % at December 31, 2025 and 2024, respectively.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
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The following table sets forth a summary of changes in fair value of the non-U.S. pension plan insurance contracts classified as Level 3:
(In millions) 2025 2024
Balance, beginning of year $ 23 $ 21
Purchases, sales, issuance and settlements (net) — 2
Unrealized gains relating to instruments still held at the reporting date ( 1 ) 1
Foreign currency translation 2 ( 1 )
Balance, end of year $ 24 $ 23
Savings Plans
Substantially all employees in the U.S. and employees of certain non-U.S. locations are eligible to participate in defined contribution savings plans. Expenses recognized for contributions to these plans were $ 118 million, $ 134 million and $ 131 million for 2025, 2024 and 2023, respectively.
Note 19. Stock Compensation Plans
Our stock compensation plans (collectively, the “Plans”) permit the grant of stock options, stock appreciation rights (“SARs”), performance share units, restricted stock, restricted stock units and other stock-based awards to employees and directors. Our current stock compensation plan, the 2022 Performance Plan, was adopted on April 11, 2022 and expires on February 28, 2032. A total of 33.4 million shares of our common stock may be issued in respect of grants made under the 2022 Performance Plan. Any shares of common stock that are subject to awards of stock options or SARs will be counted as one share for each share granted for purposes of the aggregate share limit and any shares of common stock that are subject to any other awards will be counted as two shares for each share granted for purposes of the aggregate share limit. In addition, shares of common stock that are subject to awards issued under the 2022 Performance Plan or certain prior Plans that expire according to their terms or are forfeited, terminated, canceled or surrendered or are settled, or can be paid, only in cash, or are surrendered in payment of taxes associated with such awards (other than stock options or SARs) will be available for issuance pursuant to a new award under the 2022 Performance Plan. Shares issued under our Plans are usually issued from shares of our common stock held in treasury.
Stock Options
Grants of stock options and SARs (collectively referred to as “options”) under the Plans generally have a graded vesting period of four years whereby one-fourth of the awards vest on each of the first four anniversaries of the grant date, an exercise price equal to the fair market value of one share of our common stock on the date of grant (i.e., the closing market price on that date) and a contractual term of ten years . The exercise of tandem SARs cancels an equivalent number of stock options and, conversely, the exercise of stock options cancels an equivalent number of tandem SARs. Option grants are cancelled on, or 90 days following, termination of employment unless termination is due to retirement, death or disability under certain circumstances, in which case, all outstanding options vest fully and remain outstanding for a term set forth in the related grant agreement.
The following table summarizes the activity related to options during 2025:
Options Weighted
Average
Exercise
Price Weighted
Average
Remaining
Contractual
Term (Years) Aggregate
Intrinsic
Value
(In millions)
Outstanding at January 1 3,837,588 $ 16.00
Options granted — —
Options exercised ( 87,500 ) 10.12 —
Options expired ( 312,718 ) 27.16
Options cancelled ( 801,777 ) 11.98
Outstanding at December 31 2,635,593 15.67 3.3 —
Vested and expected to vest at December 31 2,635,593 15.67 3.3 —
Exercisable at December 31 2,635,593 15.67 3.3 —
Available for grant at December 31 23,537,236
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In addition, the aggregate intrinsic value of options exercised in 2024 and 2023 was $ 0.5 million and $ 1 million, respectively.
Significant option groups outstanding at December 31, 2025 and related weighted average exercise price and remaining contractual term information follows:
Grant Date Options
Outstanding Options
Exercisable Exercise
Price Remaining
Contractual
Term (Years)
2/25/2020 1,986,167 1,986,167 $ 10.12 4.16
2/27/2017 330,668 330,668 35.26 1.16
2/22/2016 315,602 315,602 29.90 0.15
All Other (1)
3,156 3,156
2,635,593 2,635,593
(1) Options in the “All Other” category had exercise prices ranging from $ 27.49 to $ 32.72 . The weighted average exercise price for options outstanding and exercisable in that category was $ 29.20 for both, while the remaining weighted average contractual term was 0.4 years for both.
Performance Share Units
Performance share units granted under the Plans are earned over a three-year period beginning January 1 of the year of grant. Total units earned for grants made in 2025, 2024 and 2023 may vary between 0 % and 200 % of the units granted based on the attainment of performance targets during the related three-year period and continued service. The performance targets are established by the Board of Directors. All of the units earned will be settled through the issuance of an equivalent number of shares of our common stock and are equity classified.
The following table summarizes the activity related to performance share units during 2025:
Units Weighted
Average
Grant Date
Fair Value
Unvested at January 1 1,079,495 $ 11.51
Units granted 1,011,913 9.30
Units vested ( 532,991 ) 10.93
Units forfeited ( 366,646 ) 10.68
Unvested at December 31 1,191,771 9.64
We measure the fair value of grants of performance share units based primarily on the closing market price of a share of our common stock on the date of the grant, modified as appropriate to take into account the features of such grants.
Restricted Stock Units
Restricted stock units granted under the Plans typically vest over a three-year period beginning on the date of grant. Restricted stock units will be settled through the issuance of an equivalent number of shares of our common stock and are equity classified.
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The following table summarizes the activity related to restricted stock units during 2025:
Units Weighted
Average
Grant Date
Fair Value
Unvested at January 1 2,579,631 $ 11.96
Units granted 2,284,462 9.64
Units vested ( 1,198,894 ) 10.58
Units forfeited ( 582,779 ) 10.87
Unvested at December 31 3,082,420 10.53
Units vested but not released 1,396,332 9.62
Outstanding at December 31 4,478,752 10.24
We measure the fair value of grants of restricted stock units based on the closing market price of a share of our common stock on the date of the grant.
Other Information
Stock-based compensation expense, cash payments made to settle SARs and cash received from the exercise of stock options follows:
(In millions) 2025 2024 2023
Stock-based compensation expense recognized $ 23 $ 23 $ 19
Tax benefit — ( 5 ) ( 4 )
After-tax stock-based compensation expense $ 23 $ 18 $ 15
Cash payments to settle SARs $ — $ — $ —
Cash received from stock option exercises $ 1 $ 3 $ 3
As of December 31, 2025, unearned compensation cost related to the unvested portion of all stock-based awards was $ 18 million and is expected to be recognized over the remaining vesting period of the respective grants, through the fourth quarter of 2028.
Note 20. Commitments and Contingent Liabilities
Environmental Matters
We have recorded liabilities totaling $ 79 million and $ 81 million at December 31, 2025 and 2024, respectively, for anticipated costs related to various environmental matters, primarily the remediation of numerous waste disposal sites and certain properties sold by us. Of these amounts, $ 22 million and $ 24 million were included in Other Current Liabilities at December 31, 2025 and 2024, respectively. The costs include legal and consulting fees, site studies, the design and implementation of remediation plans, post-remediation monitoring and related activities, and will be paid over several years. The amount of our ultimate liability in respect of these matters may be affected by several uncertainties, primarily the ultimate cost of required remediation and the extent to which other responsible parties contribute. We have limited potential insurance coverage for future environmental claims.
Since many of the remediation activities related to environmental matters vary substantially in duration and cost from site to site and the associated costs for each vary depending on the mix of unique site characteristics, in some cases we cannot reasonably estimate a range of possible losses. Although it is not possible to estimate with certainty the outcome of all of our environmental matters, management believes that potential losses in excess of current reserves for environmental matters, individually and in the aggregate, will not have a material adverse effect on our financial position, cash flows or results of operations.
Workers’ Compensation
We have recorded liabilities, on a discounted basis, totaling $ 145 million and $ 158 million for anticipated costs related to workers’ compensation at December 31, 2025 and 2024, respectively. Of these amounts, $ 28 million and $ 31 million were included in Current Liabilities as part of Compensation and Benefits at December 31, 2025 and 2024, respectively. The costs include an estimate of expected settlements on pending claims, defense costs and a provision for claims incurred but not reported. These estimates are based on our assessment of potential liability using an analysis of available information with respect to pending claims, historical experience, and current cost trends. The amount of our ultimate liability in
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respect of these matters may differ from these estimates. We periodically, and at least annually, update our loss development factors based on actuarial analyses. At December 31, 2025 and 2024, the liability was discounted using a risk-free rate of return. At December 31, 2025, we estimate that it is reasonably possible that the liability could exceed our recorded amounts by approximately $ 25 million.
General and Product Liability and Other Litigation
We have recorded liabilities for both asserted and unasserted claims totaling $ 417 million and $ 406 million, including related legal fees expected to be incurred, for potential product liability and other tort claims, including asbestos claims, at December 31, 2025 and 2024, respectively. Of these amounts, $ 66 million and $ 60 million were included in Other Current Liabilities at December 31, 2025 and 2024, respectively. The amounts recorded were estimated based on an assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and, where available, recent and current trends. Based upon that assessment, at December 31, 2025, we do not believe that estimated reasonably possible losses associated with general and product liability claims in excess of the amounts recorded will have a material adverse effect on our financial position, cash flows or results of operations. However, the amount of our ultimate liability in respect of these matters may differ from these estimates.
We have recorded an indemnification asset within Accounts Receivable of $ 3 million and within Other Assets of $ 2 million from Sumitomo Rubber Industries, Ltd.'s ("SRI") obligation to indemnify us for certain product liability claims related to products manufactured by a formerly consolidated joint venture entity, subject to certain caps and restrictions.
Asbestos. We are a defendant in numerous lawsuits alleging various asbestos-related personal injuries purported to result from alleged exposure to asbestos in certain products manufactured by us or present in certain of our facilities. Typically, these lawsuits have been brought against multiple defendants in state and federal courts. To date, we have disposed of approximately 167,000 claims by defending, obtaining a dismissal thereof, or entering into a settlement. The sum of our accrued asbestos-related liability and gross payments to date, including legal costs, by us and our insurers totaled $ 597 million and $ 589 million through December 31, 2025 and 2024, respectively.
A summary of recent approximate asbestos claims activity follows. Because claims are often filed and disposed of by dismissal or settlement in large numbers, the amount and timing of settlements and the number of open claims during a particular period can fluctuate significantly.
(Dollars in millions) 2025 2024 2023
Pending claims, beginning of year 35,400 35,800 37,200
New claims filed during the year 800 900 900
Claims settled/dismissed ( 5,800 ) ( 1,300 ) ( 2,300 )
Pending claims, end of year 30,400 35,400 35,800
Payments (1)
$ 16 $ 14 $ 15
(1) Represents cash payments made during the period by us and our insurers on asbestos litigation defense and claim resolution.
We periodically, and at least annually, review our existing reserves for pending claims, including a reasonable estimate of the liability associated with unasserted asbestos claims, and estimate our receivables from probable insurance recoveries. We recorded gross liabilities for both asserted and unasserted claims, inclusive of defense costs, totaling $ 107 million and $ 115 million at December 31, 2025 and 2024, respectively. In determining the estimate of our asbestos liability, we evaluated claims over the next ten-year period. Due to the difficulties in making these estimates, analysis based on new data and/or a change in circumstances arising in the future may result in an increase in the recorded obligation, and that increase could be significant.
We maintain certain primary and excess insurance coverage under coverage-in-place agreements, and also have additional excess liability insurance with respect to asbestos liabilities. After consultation with our outside legal counsel and giving consideration to agreements with certain of our insurance carriers, the financial viability and legal obligations of our insurance carriers and other relevant factors, we determine an amount we expect is probable of recovery from such carriers. We record a receivable with respect to such policies when we determine that recovery is probable and we can reasonably estimate the amount of a particular recovery.
We recorded an insurance receivable related to asbestos claims of $ 57 million and $ 63 million at December 31, 2025 and 2024, respectively. We expect that approximately 55 % of asbestos claim related losses would be recoverable through insurance during the ten-year period covered by the estimated liability. Of these amounts, $ 10 million and $ 11 million were included in Current Assets as part of Accounts Receivable at December 31, 2025 and December 31, 2024, respectively. The recorded receivable consists of an amount we expect to collect under coverage-in-place agreements with certain
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primary and excess insurance carriers as well as an amount we believe is probable of recovery from certain of our other excess insurance carriers.
We believe that, at December 31, 2025, we had approximately $ 510 million in excess level policy limits applicable to indemnity and defense costs for asbestos products claims under coverage-in-place agreements. We also had additional unsettled excess level policy limits potentially applicable to such costs. In addition, we had coverage under certain primary policies for indemnity and defense costs for asbestos products claims under remaining aggregate limits pursuant to a coverage-in-place agreement, as well as coverage for indemnity and defense costs for asbestos premises claims pursuant to coverage-in-place agreements.
We believe that our reserve for asbestos claims, and the receivable for recoveries from insurance carriers recorded in respect of these claims, reflects reasonable and probable estimates of these amounts. The estimate of the liabilities and assets related to pending and expected future asbestos claims and insurance recoveries is subject to numerous uncertainties, including, but not limited to, changes in:
• the litigation environment,
• federal and state law governing the compensation of asbestos claimants,
• recoverability of receivables due to potential insolvency of insurance carriers,
• our approach to defending and resolving claims, and
• the level of payments made to claimants from other sources, including other defendants and 524(g) trusts.
As a result, with respect to both asserted and unasserted claims, it is reasonably possible that we may incur a material amount of cost in excess of the current reserve; however, such amounts cannot be reasonably estimated. Coverage under insurance policies is subject to varying characteristics of asbestos claims including, but not limited to, the type of claim (premise vs. product exposure), alleged date of first exposure to our products or premises and disease alleged. Recoveries may also be limited by insurer insolvencies or financial difficulties. Depending upon the nature of these characteristics or events, as well as the resolution of certain legal issues, some portion of the insurance may not be accessible by us.
Other Actions
We are currently a party to various claims, indirect tax assessments and legal proceedings in addition to those noted above. If management believes that a loss arising from these matters is probable and can reasonably be estimated, we record the amount of the loss, or the minimum estimated liability when the loss is estimated using a range and no point within the range is more probable than another. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary. Based on currently available information, management believes that the ultimate outcome of these matters, individually and in the aggregate, will not have a material adverse effect on our financial position or overall trends in results of operations.
Our recorded liabilities and estimates of reasonably possible losses for the contingent liabilities described above are based on our assessment of potential liability using the information available to us at the time and, where applicable, any past experience and recent and current trends with respect to similar matters. Our contingent liabilities are subject to inherent uncertainties, and unfavorable judicial or administrative decisions could occur which we did not anticipate. Such an unfavorable decision could include monetary damages, fines or other penalties or an injunction prohibiting us from taking certain actions or selling certain products. If such an unfavorable decision were to occur, it could result in a material adverse impact on our financial position and results of operations in the period in which the decision occurs or in future periods.
Income Tax Matters
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We also recognize income tax benefits to the extent that it is more likely than not that our positions will be sustained when challenged by the taxing authorities. We derecognize income tax benefits when based on new information we determine that it is no longer more likely than not that our position will be sustained. To the extent we prevail in matters for which liabilities have been established, or determine we need to derecognize tax benefits recorded in prior periods, our results of operations and effective tax rate in a given period could be materially affected. An unfavorable tax settlement would require use of our cash, and lead to recognition of expense to the extent the settlement amount exceeds recorded liabilities and, in the case of an income tax settlement, result in an increase in our effective tax rate in the period of resolution. A favorable tax settlement would be recognized as a reduction of expense to the extent the settlement amount is lower than recorded
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liabilities and, in the case of an income tax settlement, would result in a reduction in our effective tax rate in the period of resolution.
Following an audit by the IRS, we received a Notice of Proposed Adjustment ("NOPA") during the second quarter of 2025 related to an intercompany sale of certain intellectual property in 2021. The IRS proposes to disallow income recognition totaling $ 1.5 billion associated with this transaction. The federal tax charge related to that income recognition was fully offset by the utilization of $ 315 million of then-existing deferred tax assets, including tax loss carryforwards and foreign tax credits.
We disagree with the IRS’s position as stated in the NOPA. We are currently challenging the proposed adjustment through established IRS administrative procedures and are engaging in settlement discussions with the IRS. If the income recognition associated with the transaction is disallowed in full or in part, we will not be able to use a portion of the deferred tax assets that we utilized to offset the related federal taxes and we will need to write-off those deferred tax assets. However, since our U.S. deferred tax assets are in a full valuation allowance as of December 31, 2025, any such write-off of deferred tax assets would not have a material impact on our results of operations.
While the Company applies consistent transfer pricing policies and practices globally, support transfer prices through economic studies, seek advance pricing agreements and joint audits to the extent possible and believe our transfer prices to be appropriate, such transfer prices, and related interpretations of tax laws, are occasionally challenged by various taxing authorities globally. We have received various tax assessments challenging our interpretations of applicable tax laws in various jurisdictions. Although we believe we have complied with applicable tax laws, have strong positions and defenses and have historically been successful in defending such claims, our results of operations could be materially adversely affected in the case we are unsuccessful in the defense of existing or future claims.
Binding Commitments and Guarantees
At December 31, 2025, we had binding commitments for raw materials, capital expenditures, utilities and various other types of contracts totaling approximately $ 5.5 billion, of which approximately $ 4.0 billion relate to commitments on contracts that extend beyond 2026. These amounts include the take-or-pay minimum purchase requirement included within the Chemical Supply Agreement, which requires us to purchase minimum quantities of certain polymer chemical products on a quarterly basis for a period of fifteen (15) years subsequent to the sale of the Chemical Business on October 31, 2025. In addition, we have other contractual commitments, the amounts of which cannot be estimated, pursuant to certain long term agreements under which we will purchase varying amounts of certain raw materials and finished goods at agreed upon base prices that may be subject to periodic adjustments for changes in raw material costs and market price adjustments, in quantities that may be subject to periodic adjustments for changes in our or our suppliers' production levels, or at prices that are subject to change.
We have off-balance sheet financial guarantees and other commitments totaling $ 15 million and $ 29 million at December 31, 2025 and 2024, respectively. We issue guarantees to financial institutions or other entities on behalf of certain of our affiliates, lessors or customers. We generally do not receive a separate premium as consideration for, and do not require collateral in connection with, the issuance of these guarantees.
In 2015, as a result of the dissolution of the global alliance with SRI, we issued a guarantee of $ 46 million to an insurance company related to SRI's obligation to pay certain outstanding workers' compensation claims of a formerly consolidated joint venture entity. As of December 31, 2025, this guarantee amount has been reduced to $ 15 million. We have concluded the probability of our performance to be remote and, therefore, have not recorded a liability for this guarantee. While there is no fixed duration of this guarantee, we expect the amount of this guarantee to continue to decrease over time as the formerly consolidated joint venture entity pays its outstanding claims.
If our performance under these guarantees is triggered by non-payment or another specified event, we would be obligated to make payment to the financial institution or the other entity, and would typically have recourse to the affiliate, lessor, customer, or SRI. We are unable to estimate the extent to which our affiliates’, lessors’, customers’, or SRI's assets would be adequate to recover any payments made by us under the related guarantees.
We have an agreement to provide a revolving loan commitment to TireHub, LLC of up to $ 130 million. At December 31, 2025, $ 103 million was drawn on this commitment, which includes $ 2 million of interest. At December 31, 2024, $ 119 million was drawn on this commitment, which includes $ 2 million of interest.
Indemnifications
At December 31, 2025, we were a party to various agreements under which we had assumed obligations to indemnify the counterparties from certain potential claims and losses. These agreements typically involve standard commercial activities undertaken by us in the normal course of business; the sale of assets by us; the formation or dissolution of joint venture businesses to which we had contributed assets in exchange for ownership interests; and other financial transactions.
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Indemnifications provided by us pursuant to these agreements relate to various matters including, among other things, environmental, tax and shareholder matters; intellectual property rights; government regulations; employment-related matters; and dealer, supplier and other commercial matters.
Certain indemnifications expire from time to time, and certain other indemnifications are not subject to an expiration date. In addition, our potential liability under certain indemnifications is subject to maximum caps, while other indemnifications are not subject to caps. Although we have been subject to indemnification claims in the past, we cannot reasonably estimate the number, type and size of indemnification claims that may arise in the future. Due to these and other uncertainties associated with the indemnifications, our maximum exposure to loss under these agreements cannot be estimated.
We have determined that there are no indemnifications or guarantees other than liabilities for which amounts are already recorded or reserved in our consolidated financial statements under which it is probable that we have incurred a liability.
Warranty
We recorded $ 12 million and $ 15 million for potential claims under warranties offered by us at December 31, 2025 and December 31, 2024, respectively, the majority of which are recorded in Other Current Liabilities.
The following table presents changes in the warranty reserve during 2025 and 2024:
(In millions) 2025 2024
Balance at January 1 $ 15 $ 21
Payments made during the period ( 15 ) ( 20 )
Expense recorded during the period 12 14
Balance at December 31 $ 12 $ 15
Note 21. Capital Stock
Dividends
No cash dividends were paid on our common stock in 2025, 2024 or 2023.
Common Stock Repurchases
We may repurchase shares delivered to us by employees as payment for the exercise price of stock options and the withholding taxes due upon the exercise of stock options or the vesting or payment of stock awards. During 2025, 2024 or 2023, we did not repurchase any shares from employees.
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Note 22. Accumulated Other Comprehensive Loss
The following table presents changes in AOCL by component for the years ended December 31, 2025, 2024 and 2023, after tax and minority interest:
(In millions) Income (Loss) Foreign
Currency
Translation
Adjustment Unrealized Gains (Losses) from Securities Unrecognized
Net Actuarial
Losses and
Prior Service
Costs Deferred
Derivative
Gains (Losses) Total
Balance at December 31, 2022
$ ( 1,663 ) $ 1 $ ( 2,215 ) $ 2 $ ( 3,875 )
Other comprehensive income (loss) before reclassifications
50 — ( 125 ) ( 5 ) ( 80 )
Amounts reclassified from accumulated other comprehensive loss
— — 116 4 120
Balance at December 31, 2023
$ ( 1,613 ) $ 1 $ ( 2,224 ) $ 1 $ ( 3,835 )
Other comprehensive income (loss) before reclassifications
( 92 ) — 5 — ( 87 )
Amounts reclassified from accumulated other comprehensive loss
— — 79 ( 1 ) 78
Balance at December 31, 2024
$ ( 1,705 ) $ 1 $ ( 2,140 ) $ — $ ( 3,844 )
Other comprehensive income (loss) before reclassifications
35 — ( 83 ) — ( 48 )
Amounts reclassified from accumulated other comprehensive loss
8 — 296 — 304
Balance at December 31, 2025
$ ( 1,662 ) $ 1 $ ( 1,927 ) $ — $ ( 3,588 )
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The following table presents reclassifications out of AOCL for the years ended December 31, 2025, 2024 and 2023:
Year Ended
December 31,
(In millions) (Income) Expense 2025 2024 2023
Component of AOCL Amount Reclassified from
AOCL Affected Line Item in the Consolidated
Statements of Operations
Foreign currency translation adjustment, before tax $ 8 $ — $ — Net (Gain) Loss on Asset Sales
Tax effect — — — United States and Foreign Taxes
Net of tax $ 8 $ — $ — Goodyear Net Income (Loss)
Amortization of prior service cost and unrecognized gains and losses $ 101 $ 108 $ 106 Other (Income) Expense
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures 199 ( 3 ) 47 Other (Income) Expense / Rationalizations
Unrecognized Net Actuarial Losses and Prior Service Costs, before tax $ 300 $ 105 $ 153
Tax effect ( 4 ) ( 26 ) ( 37 ) United States and Foreign Taxes
Net of tax $ 296 $ 79 $ 116 Goodyear Net Income (Loss)
Deferred Derivative (Gains) Losses $ — $ ( 1 ) $ 4 Cost of Goods Sold
Tax effect — — — United States and Foreign Taxes
Net of tax $ — $ ( 1 ) $ 4 Goodyear Net Income (Loss)
Total reclassifications $ 304 $ 78 $ 120 Goodyear Net Income (Loss)
The following table presents the details of comprehensive income (loss) attributable to minority shareholders:
Year Ended
December 31,
(In millions) 2025 2024 2023
Net Income Attributable to Minority Shareholders $ 21 $ ( 11 ) $ ( 2 )
Other Comprehensive Income (Loss):
Foreign currency translation 10 ( 3 ) 4
Decrease/Increase in net actuarial losses 1 2 —
Other Comprehensive Income (Loss) $ 11 $ ( 1 ) $ 4
Comprehensive Income (Loss) Attributable to Minority Shareholders $ 32 $ ( 12 ) $ 2
Note 23. Revision Of Previously Issued Financial Statements
As discussed in Note 1, in preparing the consolidated financial statements for the quarter ended June 30, 2025, we identified errors in our previously issued financial statements related to our historical computation of currency remeasurement of our foreign operations in Turkey, which was designated as a highly inflationary economy beginning April 1, 2022. The identified errors impacted our previously issued 2023 and 2024 annual and interim financial statements. There were no impacts on previously reported cash flows from operating, investing and financing activities in any prior periods.
We evaluated the errors in accordance with SEC Staff Accounting Bulletin Nos. 99 and 108 and determined that the related impacts were not material in any previously issued annual or interim financial statements. We revised the prior period
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amounts presented in these financial statements to correct the errors. The applicable notes to the accompanying financial statements have also been corrected to reflect the impact of the revisions of the previously filed consolidated annual financial statements.
The following tables reflect the impact of the revision to the specific line items presented in our previously reported financial information.
Impacts to Consolidated Statements of Operations and Comprehensive Income (in millions, except per share data)
Year Ended December 31, 2024 Year Ended December 31, 2023
As reported Revision As Revised As reported Revision As Revised
Cost of Goods Sold $ 15,176 $ 16 $ 15,192 $ 16,557 $ 25 $ 16,582
Other Expense (1)
$ 125 $ 9 $ 134 $ 212 $ 19 $ 231
Net Income (Loss) $ 60 $ ( 25 ) $ 35 $ ( 687 ) $ ( 44 ) $ ( 731 )
Minority Shareholders’ Net Income (Loss) $ ( 10 ) $ ( 1 ) $ ( 11 ) $ 2 $ ( 4 ) $ ( 2 )
Goodyear Net Income (Loss) $ 70 $ ( 24 ) $ 46 $ ( 689 ) $ ( 40 ) $ ( 729 )
Comprehensive Income (Loss) $ 50 $ ( 25 ) $ 25 $ ( 643 ) $ ( 44 ) $ ( 687 )
Comprehensive Income (Loss) Attributable to Minority Shareholders $ ( 11 ) $ ( 1 ) $ ( 12 ) $ 6 $ ( 4 ) $ 2
Goodyear Comprehensive Income (Loss)
$ 61 $ ( 24 ) $ 37 $ ( 649 ) $ ( 40 ) $ ( 689 )
Basic EPS $ 0.24 $ ( 0.08 ) $ 0.16 $ ( 2.42 ) $ ( 0.14 ) $ ( 2.56 )
Diluted EPS $ 0.24 $ ( 0.08 ) $ 0.16 $ ( 2.42 ) $ ( 0.14 ) $ ( 2.56 )
(1) Other Expense also reflects the reclassification of Net (Gain) Loss on Asset Sales of $( 93 ) million and $( 104 ) million for the years ended December 31, 2024 and 2023, respectively, to conform to the current presentation.
Impacts to Consolidated Balance Sheets and Statements of Shareholders' Equity (in millions)
December 31, 2024
As Reported Revision As Revised
Inventories $ 3,597 $ ( 43 ) $ 3,554
Total Current Assets $ 7,632 $ ( 43 ) $ 7,589
Total Assets $ 20,964 $ ( 43 ) $ 20,921
Accounts Payable — Trade $ 4,052 $ 40 $ 4,092
Total Current Liabilities $ 7,337 $ 40 $ 7,377
Total Liabilities $ 16,058 $ 40 $ 16,098
Retained Earnings $ 5,156 $ ( 75 ) $ 5,081
Goodyear Shareholders' Equity $ 4,756 $ ( 75 ) $ 4,681
Minority Shareholders' Equity $ 150 $ ( 8 ) $ 142
Total Shareholders' Equity $ 4,906 $ ( 83 ) $ 4,823
Total Liabilities and Shareholders' Equity $ 20,964 $ ( 43 ) $ 20,921
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.