7 unchanged sentences
Results of Operations
−Removed: On November 15, 2023, we announced a transformation plan, Goodyear Forward, that is intended to optimize our portfolio of products, deliver segment operating margin expansion and reduce our leverage in order to drive sustainable, long-term shareholder value creation.
−Removed: Optimization of our portfolio consisted of a strategic review of three major asset groups:
−Removed: our chemical operations which produces synthetic rubber and other chemical products in our Americas segment, the Dunlop brand for which we own rights in certain markets throughout the world, but is primarily used in our EMEA segment, and our global off-the-road ("OTR") tire business.
−Removed: Our plans for margin expansion include brand optimization and tiering to capitalize on premium tire pricing and volume and a reduction of our overall exposure related to lower-tiered products either through margin expansion or product line rationalization, resulting in an expected annual run-rate benefit of approximately $200 million by the end of 2025.
−Removed: Our plans for margin expansion also include a reduction of our cost structure by approximately $1.3 billion by the end of 2025, including actions related to our manufacturing footprint, plant optimization, further improvement of our purchasing leverage, reduction of Selling, Administrative and General expenses (“SAG”) and improvements in our supply chain planning and logistics.
−Removed: During the nine months ended September 30, 2025, the Goodyear Forward plan provided $580 million in benefits to segment operating income.
−Removed: 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”).
−Removed: Yokohama acquired our OTR tire business for a purchase price of $905 million in cash, subject to certain adjustments set forth in the OTR Purchase Agreement.
−Removed: In conjunction with the sale of the OTR tire business, we entered into several ancillary agreements, including a trademark license agreement, whereby we license certain trademarks to Yokohama for an initial period of ten years from the date of the sale, and a product supply agreement, pursuant to which we will supply to Yokohama certain OTR tires for an initial period of up to five years, subject to the terms and conditions set forth therein, including an exit and asset relocation plan to be mutually agreed upon by the parties pursuant to which, beginning no earlier than the second anniversary of closing of the transaction, the production of those OTR tires will transition to Yokohama’s facilities.
−Removed: The cash received of $905 million included $185 million for deferred amounts related to the trademark license and product supply agreements that are presented in operating activities and $720 million for proceeds that are presented in investing activities on our Consolidated Statements of Cash Flows.
−Removed: 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.
−Removed: ("SRI") pursuant to the terms of the Purchase Agreement, dated as of January 7, 2025 (as amended, the "Dunlop Purchase Agreement").
−Removed: 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.
−Removed: SRI also acquired our existing Dunlop tire inventory for approximately $104 million.
−Removed: We also entered into a number of ancillary agreements, including (a) a transition license agreement, pursuant to which we will continue to manufacture, sell and distribute Dunlop-branded consumer tires in Europe from the closing of the transaction until December 31, 2025, and during which we will pay SRI a royalty on such Dunlop sales;
−Removed: (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;
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: We also allocated $86 million of those proceeds to deferred income for tire inventory in Europe that will not transfer ownership until the termination of the transition license agreement.
−Removed: The deferred amounts related to the transition agreements and inventory are presented in operating activities and the $526 million purchase price is presented in investing activities on our Consolidated Statements of Cash Flows.
−Removed: On 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”).
−Removed: At the closing, we received gross cash proceeds of approximately $580 million, which reflects working capital adjustments, including an adjustment for intercompany receivables.
−Removed: The purchase price remains subject to customary post-closing adjustments as set forth in the Chemical Purchase Agreement.
−Removed: 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.
−Removed: In conjunction with the sale of the Chemical Business, we also entered into a number of ancillary agreements including (a) a master supply agreement, pursuant to which the Purchaser will, or will cause its affiliates to, supply to us certain polymer chemical products for a period of fifteen (15) years, (b) a transition services agreement, pursuant to which we will provide certain transition services to the Purchaser for the Chemical Business for a period of up to eighteen (18) months, and (c) a patent and know-how license agreement, pursuant to which the Purchaser will license back to us certain intellectual property related to the Chemical Business for use in connection with certain retained businesses.
−Removed: As a result of the transaction, considering the purchase price and related adjustments, amounts allocated to deferred revenue and transaction costs, and based upon the net assets of the Chemical Business as of September 30, 2025, we estimate we will record a pre-tax gain of approximately $135 million during the fourth quarter of 2025.
−Removed: Our results for the third quarter of 2025 include a 5.9% decrease in tire unit sales compared to 2024 due to lower global tire volume.
−Removed: In the third quarter of 2025, we experienced approximately $51 million of inflationary cost pressures.
−Removed: Net sales in the third quarter of 2025 were $4,645 million, compared to $4,824 million in the third quarter of 2024.
−Removed: Net sales decreased in 2025 primarily due to lower global tire volume and the impacts of our divestitures, primarily the sale of the OTR tire business.
−Removed: These decreases were partially offset by global increases in price and product mix, the positive impact of changes in foreign exchange rates and benefits from the Goodyear Forward plan.
−Removed: In the third quarter of 2025, Goodyear net loss was $2,195 million, or $7.62 per share, compared to Goodyear net loss of $37 million, or $0.13 per share, in the third quarter of 2024.
−Removed: The change in Goodyear net loss was primarily due to the change in U.S.
−Removed: and Foreign Tax Expense, primarily related to the establishment of a full valuation allowance on our net deferred tax assets in the U.S., a non-cash goodwill impairment charge and pension settlement charges.
−Removed: Total segment operating income for the third quarter of 2025 was $287 million, compared to $346 million in the third quarter of 2024.
−Removed: The $59 million decrease was primarily due to increased conversion costs of $110 million, driven by inflation, higher raw material costs of $81 million, higher SAG of $51 million when excluding Goodyear Forward savings, lower tire volume of $50 million, higher other costs of $39 million, primarily related to tariffs and inflation, and the impact of the sale of the OTR tire business of $16 million.
−Removed: These decreases were partially offset by benefits from the Goodyear Forward plan of $185 million and benefits from price and product mix of $100 million.
−Removed: Refer to "Results of Operations — Segment Information" for additional information.
−Removed: Net sales in the first nine months of 2025 were $13,363 million, compared to $13,931 million in the first nine months of 2024.
−Removed: Net sales decreased in 2025 primarily due to lower global tire volume, the impacts of our divestitures, primarily the sale of the OTR tire business, and the negative impact of changes in foreign exchange rates.
−Removed: These decreases were partially offset by favorable price and product mix, higher sales in other tire-related businesses, primarily due to growth in Fleet Solutions in EMEA and higher aviation sales in Americas, and benefits from the Goodyear Forward plan.
−Removed: In the first nine months of 2025, Goodyear net loss was $1,826 million, or $6.35 per share, compared to Goodyear net loss of $27 million, or $0.09 per share, in the first nine months of 2024.
−Removed: The change in Goodyear net loss was primarily due to the change in U.S.
−Removed: and Foreign Tax Expense, primarily related the establishment of a full valuation allowance on our net deferred tax assets in the U.S., a non-cash goodwill impairment charge and lower segment operating income, partially offset by gains on the sales of the OTR tire business and the Dunlop brand.
−Removed: Total segment operating income for the first nine months of 2025 was $641 million, compared to $920 million in the first nine months of 2024.
−Removed: The $279 million decrease was primarily due to higher raw material costs of $433 million, increased conversion costs of $215 million, driven by inflation, higher SAG of $147 million when excluding Goodyear Forward savings, increased tariffs and inflation of $123 million, lower tire volume of $120 million, the impact of the sale of the OTR tire business of $45 million, and the negative impact of changes in foreign exchange rates of $10 million.
−Removed: These decreases were partially offset by benefits from the Goodyear Forward plan of $580 million and global improvements in price and product mix of $259 million.
+Added: Our results for the first quarter of 2026 include an 11.6% decrease in tire unit shipments compared to 2025 driven by weakness in the replacement industry and consumer trends, increased competitiveness globally and planned rationalization of lower-tier product offerings.
+Added: In the first quarter of 2026, we also experienced approximately $50 million of inflationary cost pressures.
+Added: Net sales in the first three months of 2026 were $3,881 million, compared to $4,253 million in the first three months of 2025.
+Added: Net sales decreased in 2026 primarily due to lower global tire volume and the impacts of our divestitures.
+Added: These decreases were partially offset by the impact of changes in foreign exchange rates globally and favorable price and product mix.
+Added: In the first three months of 2026, Goodyear net loss was $249 million, or $0.86 per share, compared to Goodyear net income of $115 million, or $0.40 per share, in the first three months of 2025.
+Added: The change in Goodyear net income (loss) was primarily due to a gain on the sale of our off-the-road ("OTR") tire business in 2025, lower segment operating income and higher U.S.
+Added: and Foreign tax expense, partially offset by lower interest expense.
+Added: Total segment operating income for the first three months of 2026 was $95 million, compared to $195 million in the first three months of 2025.
+Added: The $100 million decrease was primarily due to increased conversion costs of $155 million, driven by the effect of lower tire production on fixed cost absorption and inflation, lower tire volume of $87 million, higher tariff costs of $58 million, offset by an estimated tariff refund of $46 million, the impact of divestitures, including $30 million related to the sale of the Chemical business and $13 million related to the sale of the Dunlop brand, excluding the favorable impact of the Dunlop offtake supply agreement of $6 million, higher Selling, Administrative and General expenses (“SAG”) of $17 million, and increased costs related to other-tire related businesses of $9 million.
+Added: These decreases were partially offset by benefits from our Goodyear Forward transformation plan ("Goodyear Forward") of $107 million, lower raw material costs of $88 million and favorable price and product mix of $15 million.
Refer to "Results of Operations —Segment Information" for additional information.
−Removed: On February 19, 2025, we redeemed our remaining $500 million 9.5% senior notes due 2025 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest.
−Removed: On May 19, 2025, we amended and restated our first lien revolving credit facility.
−Removed: The principal change to the facility was the extension of its maturity from 2026 to 2030.
−Removed: On June 3, 2025, we issued $500 million in aggregate principal amount of 6.625% senior notes due 2030.
−Removed: On June 30, 2025, we redeemed $400 million and, on July 3, 2025, we redeemed the remaining $500 million of our 5% senior notes due 2026 at redemption prices equal to 100% of the principal amount redeemed plus accrued and unpaid interest, using the net proceeds from the 6.625% senior notes due 2030, together with cash and cash equivalents.
−Removed: At September 30, 2025, we had $810 million of cash and cash equivalents as well as $2,547 million of unused availability under our various credit agreements, compared to $810 million and $3,555 million, respectively, at December 31, 2024.
−Removed: Net cash provided by investing activities was $663 million, primarily representing proceeds from the sales of the OTR tire business and the Dunlop brand, as well as other asset dispositions, of $1,332 million, partially offset by capital expenditures of $649 million, and net cash provided by financing activities was $92 million, primarily due to net borrowings of $97 million, partially offset by net cash used for operating activities of $716 million, reflecting the Company's cash used for working capital of $1,210 million and the Company's net loss of $1,798 million for the period, which reflected significant non-cash items of $1,345 million for provision for deferred income taxes, goodwill impairment of $674 million, and net gains on asset sales of $700 million.
+Added: At March 31, 2026 we had $723 million in cash and cash equivalents as well as $2,975 million of unused availability under our various credit agreements, compared to $801 million and $4,421 million, respectively, at December 31, 2025.
+Added: For the three months ended March 31, 2026, net cash used for operating activities was $718 million, reflecting the Company's cash used for working capital of $650 million and rationalization payments of $83 million.
+Added: Net cash used for investing activities was $174 million, primarily representing capital expenditures of $175 million.
+Added: Net cash provided by financing activities was $820 million, primarily due to net borrowings of $807 million.
Refer to "Liquidity and Capital Resources" for additional information.
−Removed: In the fourth quarter of 2025, we expect our global tire unit volume to decline approximately 4% compared to the fourth quarter of 2024, driven by lower consumer replacement volume due to high channel inventories in the U.S.
−Removed: and the European Union.
−Removed: We expect our raw material costs to decrease approximately $5 million in the fourth quarter of 2025 compared to the fourth quarter of 2024.
−Removed: In addition, we expect to benefit from approximately $135 million of price and product mix improvements, driven by previously implemented pricing actions and customer contracts indexed to changes in raw materials.
−Removed: Natural and synthetic rubber prices and other commodity prices historically have been volatile, and our raw materials costs could change based on future cost fluctuations and changes in foreign exchange rates.
−Removed: We continue to focus on price and product mix, to substitute lower cost materials where possible, to identify additional substitution opportunities, to reduce the amount of material required in each tire, and to pursue alternative raw materials to minimize the impact of higher raw material costs.
−Removed: We expect to complete our Goodyear Forward transformation plan in 2025, with fourth quarter benefits from the program of approximately $180 million and full year benefits of approximately $750 million in segment operating income.
−Removed: We expect non-raw material inflation, tariffs and other costs to be approximately $190 million higher in the fourth quarter of 2025 compared to the fourth quarter of 2024, driven by a global inflation rate of approximately 3% and U.S.
−Removed: tariff impacts.
−Removed: We now expect annualized tariff costs of approximately $300 million on finished goods and raw materials.
−Removed: We continue to focus on actions to offset costs other than raw materials through cost savings initiatives, including initiatives related to the Goodyear Forward plan, rationalization actions and improvements in price and product mix.
−Removed: For the full year of 2025, we expect working capital to be a use of cash of approximately $150 million and our capital expenditures to be approximately $875 million.
−Removed: We estimate our rationalization payments to be approximately $450 million, as we continue to take actions to improve our cost structure.
−Removed: Refer to "Item 1A.
−Removed: Risk Factors" in the 2024 Form 10-K for a discussion of the factors that may impact our business, results of operations, financial condition or liquidity and "Forward-Looking Information — Safe Harbor Statement" in this Quarterly Report on Form 10-Q for a discussion of our use of forward-looking statements.
+Added: A combination of macroeconomic, regulatory and geopolitical uncertainties provides limited visibility to global tire unit volumes for the remainder of 2026.
+Added: Given our production levels in the first quarter of 2026, we expect unabsorbed overhead to be approximately $90 million in the second quarter of 2026.
+Added: We expect our Goodyear Forward plan to deliver approximately $325 million of incremental savings in 2026.
+Added: Based on current spot prices, we expect raw material costs to provide a benefit of approximately $100 million in the second quarter of 2026 compared to the second quarter of 2025.
+Added: In the second half of 2026, we expect raw material costs to be a headwind of approximately $200 million compared to the second half of 2025.
+Added: Natural and synthetic rubber prices and other commodity prices historically have been volatile, and our raw material costs could change based on future price fluctuations and changes in foreign exchange rates.
+Added: We continue to focus on price and product mix, to substitute lower cost materials where possible, to work to identify additional substitution opportunities, and to reduce the amount of material required in each tire to minimize the impact of higher raw material costs.
+Added: We expect inflation, tariffs and other costs will increase approximately $420 million in 2026, net of expected IEEPA tariff refunds.
+Added: Refer also to “Liquidity and Capital Resources” for commentary regarding our outlook on 2026 cash flow;
+Added: “Forward-Looking Information – Safe Harbor Statement” for a discussion of our use of forward-looking statements;
+Added: and “Item 1A.
+Added: Risk Factors” in our 2025 Form 10-K for a discussion of the risk factors that may impact our business, results of operations, financial condition or liquidity.
RESULTS OF OPERATIONS
−Removed: Three Months Ended September 30, 2025 and 2024
−Removed: Net sales in the third quarter of 2025 were $4,645 million, decreasing $179 million, or 3.7%, from $4,824 million in the third quarter of 2024.
−Removed: Goodyear net loss was $2,195 million, or $7.62 per share, in the third quarter of 2025, compared to Goodyear net loss of $37 million, or $0.13 per share, in the third quarter of 2024.
−Removed: Net sales decreased in the third quarter of 2025 primarily due to lower global tire volume of $227 million, the impact of the sale of the OTR tire business of $140 million, excluding product supply agreement revenue of $65 million, and the impact of the sale of the Dunlop brand of $8 million.
−Removed: These decreases were partially offset by global improvements in price and product mix of $61 million, the positive impact of changes in foreign exchange rates of $61 million, primarily in EMEA, and benefits from the Goodyear Forward plan of $16 million.
−Removed: Worldwide tire unit sales in the third quarter of 2025 were 40.0 million units, decreasing 2.5 million units, or 5.9%, from 42.5 million units in the third quarter of 2024.
−Removed: Replacement tire volume decreased globally by 2.6 million units, or 8.5%.
−Removed: OE tire volume increased by 0.1 million units, or 1.2%, driven by EMEA.
−Removed: Cost of Goods Sold ("CGS") in the third quarter of 2025 was $3,801 million, decreasing $81 million, or 2.1%, from $3,882 million in the third quarter of 2024.
−Removed: CGS decreased primarily due to lower tire volume of $177 million, savings related to the Goodyear Forward plan of $132 million and benefits related to divestitures, primarily the sale of the OTR tire business, of $59 million.
−Removed: These decreases were partially offset by higher conversion costs of $110 million, higher raw material costs of $81 million, foreign currency translation of $44 million and an increase in asset write-offs, accelerated depreciation and accelerated lease charges of $32 million.
−Removed: CGS in the third quarter of 2024 included a benefit of $20 million ($15 million after-tax and minority) from insurance proceeds for property damage and business interruptions resulting from storm damage events in prior years and $3 million ($2 million after-tax and minority) as a result of the Debica fire, primarily comprised of repair costs.
−Removed: CGS in the third quarter of 2025 and 2024 included pension expense of $3 million and $4 million, respectively.
−Removed: CGS in the third quarter of 2025 included $11 million of incremental savings from rationalization plans.
−Removed: CGS was 81.8% of sales in the third quarter of 2025, compared to 80.5% in the third quarter of 2024.
−Removed: SAG in the third quarter of 2025 was $676 million, increasing $13 million, or 2.0%, from $663 million in the third quarter of 2024.
−Removed: SAG increased primarily due to $31 million related to inflation and wages and benefits, $27 million of other costs including claims reserves, foreign currency translation of $10 million and increased advertising costs of $4 million.
−Removed: These increases were partially offset by savings related to the Goodyear Forward plan of $36 million, benefits related to divestitures, primarily the sale of the OTR tire business, of $9 million, and a decrease in accelerated lease costs and asset write-offs of $3 million.
−Removed: SAG in the third quarter of 2025 also included costs related to the Goodyear Forward plan of $4 million ($4 million after-tax and minority), compared to $14 million ($11 million after-tax and minority) in the third quarter of 2024, primarily related to third-party advisory, legal and consulting fees and costs associated with planned asset sales.
−Removed: SAG in the third quarter of 2025 and 2024 included pension expense of $2 million and $3 million, respectively.
−Removed: SAG in the third quarter of 2025 included $6 million of incremental savings from rationalization plans.
−Removed: SAG was 14.6% of sales in the third quarter of 2025, compared to 13.7% in the third quarter of 2024.
−Removed: We recorded a goodwill impairment charge of $674 million ($674 million after-tax and minority) in the third quarter of 2025 related to our North America reporting unit.
−Removed: We recorded an intangible asset impairment charge of $125 million ($94 million after-tax and minority) in the third quarter of 2024 primarily related to our lower tier indefinite-lived intangible assets related to the acquisition of Cooper Tire.
−Removed: We recorded net rationalization charges of $21 million ($21 million after-tax and minority) in the third quarter of 2025 and $11 million ($9 million after-tax and minority) in the third quarter of 2024.
−Removed: Net rationalization charges in the third quarter of 2025 primarily related to the plan to close our manufacturing facility in Kariega, South Africa ("Kariega"), the elimination of commercial tire production at our Danville, Virginia tire manufacturing facility ("Danville"), the closures of our Fulda, Germany tire manufacturing facility (“Fulda”) and our Fürstenwalde, Germany tire manufacturing facility (“Fürstenwalde”), and the plan to reduce SAG headcount in Americas and Corporate.
−Removed: Net rationalization charges in the third quarter of 2024 primarily related to a reduction in headcount in Americas, partially offset by reversals primarily related to our rationalization and workforce reorganization plan in EMEA due to voluntary attrition.
−Removed: For further information, refer to Note to the Consolidated Financial Statements No.
−Removed: 4, Costs Associated with Rationalization Programs.
−Removed: CGS and SAG in the third quarter of 2025 included $55 million ($55 million after-tax and minority) of asset write-offs, accelerated depreciation and accelerated lease charges, primarily related to the closures of Fulda and Fürstenwalde, the elimination of commercial tire production at Danville and the closure of Kariega.
−Removed: CGS and SAG in the third quarter of 2024 included $25 million ($23 million after-tax and minority) of asset write-offs, accelerated depreciation and accelerated lease
−Removed: charges, primarily related to plans to improve our cost structure through announced closures of our Fulda, Fürstenwalde and Malaysia tire manufacturing facilities, as well as the closure of a development center and warehouse in the U.S.
−Removed: Interest expense in the third quarter of 2025 was $114 million, decreasing $21 million, or 15.6%, from $135 million in the third quarter of 2024.
−Removed: The average interest rate was 5.74% in the third quarter of 2025 compared to 6.17% in the third quarter of 2024.
−Removed: The average debt balance was $7,946 million in the third quarter of 2025 compared to $8,751 million in the third quarter of 2024.
−Removed: The third quarter of 2025 included net losses on asset sales of $1 million ($1 million after-tax and minority), compared to net gains of $1 million in the third quarter of 2024.
−Removed: Other (Income) Expense in the third quarter of 2025 was $91 million of expense, compared to $36 million of expense in the third quarter of 2024.
−Removed: The change in Other (Income) Expense was primarily due to a pension settlement charge of $68 million ($68 million after-tax and minority), an increase in net foreign currency exchange losses of $6 million and a decrease in interest income of $5 million, partially offset by an increase in royalty and other income of $12 million.
−Removed: The third quarter of 2025 included transaction costs of $4 million ($4 million after-tax and minority), primarily related to the anticipated sale of the Chemical Business.
−Removed: The third quarter of 2024 included transaction costs of $11 million ($9 million after-tax and minority) related to the sale of the OTR business.
−Removed: In the third quarter of 2025, we recorded income tax expense of $1,464 million on a loss before income taxes of $733 million.
−Removed: Income tax expense for the three months ended September 30, 2025 included net discrete tax expense of $1,450 million ($1,450 million after minority interest), primarily related to the establishment of a full valuation allowance on our net deferred tax assets in the U.S.
−Removed: In the third quarter of 2024, we recorded income tax expense of $9 million on a loss before income taxes of $27 million.
−Removed: Income tax expense for the three months ended September 30, 2024 includes net discrete tax expense of $7 million ($7 million after minority interest).
−Removed: We record taxes based on overall estimated annual effective tax rates.
−Removed: The difference between our effective tax rate and the U.S.
−Removed: statutory rate of 21% for the three months ended September 30, 2025 was mainly impacted by the establishment of a full valuation allowance on our net deferred tax assets of $1.4 billion in the U.S.
−Removed: The difference between our effective tax rate and the U.S.
−Removed: statutory rate of 21% for the three months ended September 30, 2024 primarily related to losses in foreign jurisdictions in which no tax benefits were recorded.
−Removed: For further information regarding income taxes and the realizability of our deferred tax assets, refer to Note to the Consolidated Financial Statements No.
−Removed: 6, Income Taxes.
−Removed: There was $2 million of minority shareholders’ net loss in the third quarter of 2025, compared to $1 million of net income in the third quarter of 2024.
−Removed: Nine Months Ended September 30, 2025 and 2024
−Removed: Net sales in the first nine months of 2025 were $13,363 million, decreasing $568 million, or 4.1%, from $13,931 million in the first nine months of 2024.
−Removed: Goodyear net loss was $1,826 million, or $6.35 per share, in the first nine months of 2025, compared to Goodyear net loss of $27 million, or $0.09 per share, in the first nine months of 2024.
−Removed: Net sales decreased in the first nine months of 2025 primarily due to lower tire volume of $540 million, the impact of the sale of the OTR tire business of $395 million, excluding product supply agreement revenue of $202 million, the negative impact of changes in foreign exchange rates of $88 million, primarily in Americas and Asia Pacific, and the impact of the sale of the Dunlop brand of $46 million.
−Removed: These decreases were partially offset by favorable price and product mix of $207 million, higher sales in other tire-related businesses of $49 million, primarily due to growth in Fleet Solutions in EMEA and higher aviation sales in Americas, and benefits from the Goodyear Forward plan of $45 million.
−Removed: Worldwide tire unit sales in the first nine months of 2025 were 116.4 million units, decreasing 6.6 million units, or 5.4%, from 123.0 million units in the first nine months of 2024.
+Added: Three Months Ended March 31, 2026 and 2025
+Added: Net sales in the first three months of 2026 were $3,881 million, a decrease of $372 million, or 8.7%, from $4,253 million in the first three months of 2025.
+Added: Goodyear net loss was $249 million, or $0.86 per share, in the first three months of 2026, compared to Goodyear net income of $115 million, or $0.40 per share, in the first three months of 2025.
+Added: Net sales decreased in the first three months of 2026 primarily due to lower global tire volume of $408 million and the impacts of our divestitures, including $125 million related to the sale of the Chemical business and $94 million related to the sale of the Dunlop brand, excluding the favorable impact of the Dunlop offtake supply agreement of $42 million.
+Added: These decreases were partially offset by the impact of changes in foreign exchange rates globally of $165 million and favorable price and product mix of $37 million.
+Added: Worldwide tire unit sales in the first three months of 2026 were 34.0 million units, decreasing 4.5 million units, or 11.6%, from 38.5 million units in the first three months of 2025 due to weakness in the replacement industry and consumer trends, increased competitiveness globally and planned rationalization of lower-tier product offerings.
Replacement tire volume decreased globally by 4.8 million units, or 17.8%.
−Removed: OE tire volume decreased by 0.4 million units, or 1.2%, driven by Asia Pacific.
−Removed: CGS in the first nine months of 2025 was $11,019 million, decreasing $212 million, or 1.9%, from $11,231 million in the first nine months of 2024.
−Removed: CGS decreased primarily due to savings related to the Goodyear Forward plan of $431 million, lower tire volume of $420 million, benefits related to divestitures, primarily the sale of the OTR tire business, of $154 million, and lower global product mix of $52 million.
−Removed: These decreases were partially offset by higher raw material costs of $433 million, higher conversion costs of $215 million, higher costs in other tire-related businesses of $51 million, primarily related Fleet Solutions in EMEA, an increase in asset write-offs, accelerated depreciation and accelerated lease charges of $38 million, primarily related to the closures of Fulda and Fürstenwalde, the elimination of commercial tire production at Danville and the closure of Kariega, and a benefit received in 2024 related to a reduction in U.S.
−Removed: duty rates on various commercial tires from China of $14 million.
−Removed: CGS in the first nine months of 2024 included a benefit of $39 million ($30 million after-tax and minority) from insurance proceeds for property damages and business interruptions resulting from storm damage events in prior years, a net benefit from insurance recoveries related to the Debica fire of $30 million ($17 million after-tax and minority), a favorable $8
−Removed: million ($6 million after-tax and minority) tax item in Brazil and a $3 million ($3 million after-tax and minority) charge related to a flood in South Africa.
−Removed: CGS in the first nine months of 2025 and 2024 included pension expense of $9 million and $11 million, respectively.
−Removed: CGS in the first nine months of 2025 included $19 million of incremental savings from rationalization plans.
−Removed: CGS was 82.5% of sales in the first nine months of 2025, compared to 80.6% in the first nine months of 2024.
−Removed: SAG in the first nine months of 2025 was $2,018 million, decreasing $72 million, or 3.4%, from $2,090 million in the first nine months of 2024.
−Removed: SAG decreased primarily due to savings related to the Goodyear Forward plan of $103 million, benefits related to divestitures, primarily the sale of the OTR tire business, of $38 million, a decrease in asset write-offs, accelerated depreciation and accelerated lease charges of $16 million and foreign currency translation of $8 million.
−Removed: These decreases were partially offset by an increase of $73 million related to inflation and wages and benefits, an increase in other costs of $65 million including claims reserves and increased advertising costs of $29 million.
−Removed: SAG in the first nine months of 2025 also included costs related to the Goodyear Forward plan of $9 million ($9 million after-tax and minority) compared to $81 million ($61 million after-tax and minority) in the first nine months of 2024, primarily related to third-party advisory, legal and consulting fees and costs associated with planned asset sales.
−Removed: SAG in the first nine months of 2025 and 2024 included pension expense of $7 million and $9 million, respectively.
−Removed: SAG in the first nine months of 2025 included $25 million of incremental savings from rationalization plans.
−Removed: SAG was 15.1% of sales in the first nine months of 2025, compared to 15.0% in the first nine months of 2024.
−Removed: We recorded a goodwill impairment charge of $674 million ($674 million after-tax and minority) in the first nine months of 2025 related to our North America reporting unit.
−Removed: We recorded an intangible asset impairment charge of $125 million ($94 million after-tax and minority) in the first nine months of 2024 primarily related to our lower tier indefinite-lived intangible assets related to the acquisition of Cooper Tire.
−Removed: We recorded net rationalization charges of $161 million ($140 million after-tax and minority) in the first nine months of 2025 and $52 million ($40 million after-tax and minority) in the first nine months of 2024.
−Removed: Net rationalization charges in the first nine months of 2025 primarily related to the plan to close Kariega, the elimination of commercial tire production at Danville, the closures of Fulda and Fürstenwalde, and the plan to reduce SAG headcount in Americas and Corporate.
−Removed: Net rationalization charges in the first nine months of 2024 primarily related to the closures of our Malaysia, Melksham, Fulda and Fürstenwalde tire manufacturing facilities, as well as the closure of a development center and warehouse in the U.S., and the plan to open a new shared services center in Costa Rica, partially offset by reversals related to our rationalization and workforce reorganization plan in EMEA due to voluntary attrition.
+Added: OE tire volume increased by 0.3 million units, or 3.4%, driven by Americas and EMEA.
+Added: Cost of Goods Sold ("CGS") in the first three months of 2026 was $3,188 million, decreasing $325 million, or 9.3%, from $3,513 million in the first three months of 2025.
+Added: CGS decreased primarily due to lower tire volume of $321 million, savings related to the Goodyear Forward plan of $95 million, impacts related to divestitures, including $89 million related to the sale of the Chemical business and $81 million related to the sale of the Dunlop brand, excluding increased offtake supply agreement costs of $36 million, lower raw material costs of $88 million and a decrease in asset write-offs, accelerated depreciation and accelerated lease charges of $27 million.
+Added: These decreases were partially offset by higher conversion costs of $155 million, foreign currency translation of $134 million, higher tariff costs of $58 million, offset by an estimated tariff refund of $46 million, and a charge related to an expected settlement of a prior year tax matter in one of our foreign locations of $8 million ($8 million after-tax and minority).
+Added: CGS in the first three months of 2026 and 2025 included pension expense of $3 million and $2 million, respectively.
+Added: CGS in the first three months of 2026 included $2 million of incremental savings from rationalization plans.
+Added: CGS was 82.1% of sales in the first three months of 2026, compared to 82.6% in the first three months of 2025.
+Added: SAG in the first three months of 2026 was $668 million, increasing $18 million, or 2.8%, from $650 million in the first three months of 2025.
+Added: SAG increased primarily due to foreign currency translation of $28 million, increases in inflation of $9 million and higher advertising costs of $4 million.
+Added: These increases were partially offset by savings related to the Goodyear Forward plan of $9 million, benefits related to divestitures of $6 million, primarily due to the sale of the Chemical business, a decrease in corporate information technology costs of $4 million, and a decrease in asset write-offs, accelerated depreciation and accelerated lease charges of $3 million.
+Added: SAG in the first three months of 2025 also included costs related to the Goodyear Forward plan of $2 million ($2 million after-tax and minority).
+Added: SAG in the first three months of 2026 and 2025 included pension expense of $2 million and $3 million, respectively.
+Added: SAG in the first three months of 2026 included $3 million of incremental savings from rationalization plans.
+Added: SAG was 17.2% of sales in the first three months of 2026, compared to 15.3% in the first three months of 2025.
+Added: We recorded net rationalization charges of $104 million ($95 million after-tax and minority) in the first three months of 2026 and $81 million ($64 million after-tax and minority) in the first three months of 2025.
+Added: Net rationalization charges in the first three months of 2026 primarily related to a plan in EMEA to improve its cost structure, the closures of our Fulda and Fürstenwalde, Germany tire manufacturing facilities ("Fulda and Fürstenwalde") and a global SAG plan.
+Added: Net rationalization charges in the first three months of 2025 primarily related to the elimination of commercial tire production at our Danville, Virginia tire manufacturing facility ("Danville"), the closures of Fulda and Fürstenwalde, and a plan to reduce SAG headcount in Americas and Corporate.
For further information, refer to Note to the Consolidated Financial Statements No.
3, Costs Associated with Rationalization Programs.
−Removed: CGS and SAG in the first nine months of 2025 included $142 million ($131 million after-tax and minority) of asset write-offs, accelerated depreciation and accelerated lease charges, primarily related to the closures of Fulda and Fürstenwalde, the elimination of commercial tire production at Danville and the closure of Kariega.
−Removed: CGS and SAG in the first nine months of 2024 included $119 million ($101 million after-tax and minority) of asset write offs, accelerated depreciation and accelerated lease charges, primarily related to plant closures in Asia Pacific and EMEA, closure of a development center in the U.S.
−Removed: and the exit of our retail operations in Australia and New Zealand.
−Removed: Interest expense in the first nine months of 2025 was $341 million, decreasing $50 million, or 12.8%, from $391 million in the first nine months of 2024.
−Removed: The average interest rate was 5.73% in the first nine months of 2025 compared to 6.24% in the first nine months of 2024.
−Removed: The average debt balance was $7,930 million in the first nine months of 2025 compared to $8,355 million in the first nine months of 2024.
−Removed: The first nine months of 2025 include net gains on asset sales of $700 million ($628 million after-tax and minority), primarily due to an estimated gain of $385 million ($367 million after-tax and minority) on the sale of the Dunlop brand, an estimated gain of $255 million on the sale of the OTR tire business ($231 million after-tax and minority), and other asset sales of $60 million ($30 million after-tax and minority), compared to net gains on asset and other sales of $87 million ($61 million after-tax and minority) in the first nine months of 2024, primarily due to the sale of distribution centers in EMEA and Americas.
−Removed: Other (Income) Expense in the first nine months of 2025 was $147 million of expense, compared to $95 million of expense in the first nine months of 2024.
−Removed: The change in Other (Income) Expense was primarily due to pension settlement charges of $72 million ($71 million after-tax and minority) in the first nine months of 2025 compared to a pension settlement credit of $5 million ($4 million after-tax and minority) in the first nine months of 2024, partially offset by an increase in royalty and other income of $27 million.
−Removed: The first nine months of 2025 included transaction costs of $10 million ($7 million after-tax and minority), primarily related to the sale of the Chemical Business, compared to transaction costs of $11 million ($9 million after-tax and minority) related to the sale of the OTR business in the first nine months of 2024.
−Removed: The first nine months of 2024 included a favorable $2 million ($1 million after-tax and minority) tax item in Brazil.
−Removed: For the first nine months of 2025, we recorded income tax expense of $1,501 million on a loss before income taxes of $297 million.
−Removed: Income tax expense for the nine months ended September 30, 2025 included net discrete tax expense of $1,446 million
−Removed: ($1,446 million after minority interest).
−Removed: Discrete tax expense was primarily related to the establishment of a full valuation allowance on our net deferred tax assets in the U.S.
−Removed: In the first nine months of 2024, we recorded income tax expense of $75 million on income before income taxes of $42 million.
−Removed: Income tax expense for the nine months ended September 30, 2024 included net discrete tax expense of $6 million ($6 million after minority interest).
+Added: CGS and SAG in the first three months of 2026 included $16 million ($16 million after-tax and minority) of asset write-offs, accelerated depreciation and accelerated lease charges, primarily related to the closures of Fulda and Fürstenwalde and the announced closure of the Tall Timbers mold plant in Americas.
+Added: CGS and SAG in the first three months of 2025 included $46
+Added: million ($39 million after-tax and minority) of asset write offs, accelerated depreciation and accelerated lease charges, primarily related to Fulda, Fürstenwalde and Danville.
+Added: Interest expense in the first three months of 2026 was $95 million, decreasing $20 million, or 17.4%, from $115 million in the first three months of 2025.
+Added: The average interest rate was 5.76% in the first three months of 2026 compared to 5.82% in the first three months of 2025.
+Added: The average debt balance was $6,592 million in the first three months of 2026 compared to $7,910 million in the first three months of 2025.
+Added: The first three months of 2026 include net gains on asset sales of $3 million ($3 million after-tax and minority), compared to net gains on asset and other sales of $262 million ($237 million after-tax and minority) in the first three months of 2025, primarily due to the gain of $260 million on the sale of the OTR tire business.
+Added: Other (Income) Expense in the first three months of 2026 was $9 million of expense, compared to $25 million of expense in the first three months of 2025.
+Added: The decrease in Other (Income) Expense was primarily due to an increase in royalty and other income of $10 million.
+Added: The first three months of 2025 also included transaction and other costs of $5 million ($3 million after-tax and minority) related to the sale of the Dunlop brand and a pension settlement charge of $4 million ($3 million after-tax and minority).
+Added: For the first three months of 2026, we recorded income tax expense of $66 million on a loss before income taxes of $180 million.
+Added: Income tax expense for the three months ended March 31, 2026 includes net discrete tax expense of $21 million ($21 million after minority interest), primarily related to an expected settlement of a prior year tax matter in one of our foreign locations.
+Added: In the first three months of 2025, we recorded income tax expense of $13 million on income before income taxes of $131 million.
We record taxes based on overall estimated annual effective tax rates.
The difference between our effective tax rate and the U.S.
−Removed: statutory rate of 21% for the nine months ended September 30, 2025 was mainly impacted by the establishment of a full valuation allowance on our net deferred tax assets of $1.4 billion in the U.S.
+Added: statutory rate of 21% for the three months ended March 31, 2026 primarily related to losses in U.S.
+Added: and foreign jurisdictions in which no tax benefits were recorded and the discrete item noted above.
The difference between our effective tax rate and the U.S.
−Removed: statutory rate of 21% for the nine months ended September 30, 2024 primarily related to losses in foreign jurisdictions in which no tax benefits were recorded and the discrete items noted above.
−Removed: In the U.S., we have a cumulative loss for the three-year period ending September 30, 2025 primarily driven by non-recurring items such as goodwill and intangible asset impairments, rationalization charges, pension curtailments and settlements, and one-time costs associated with the Goodyear Forward plan.
−Removed: For the quarter ended September 30, 2025, due to industry disruption and various macroeconomic factors such as the impact of tariff, transportation, labor and energy costs, our U.S.
−Removed: operating results and future forecasted U.S.
−Removed: earnings have declined.
−Removed: In addition, the One Big Beautiful Bill Act ("OBBBA") was enacted in the third quarter, which reinstates the business interest expense limitation.
−Removed: The reduction in current and expected future earnings in the third quarter, as a result of industry disruption, represents significant negative evidence in the assessment of the realizability of our deferred tax assets.
−Removed: We concluded that as of September 30, 2025, it is more likely than not that our U.S.
−Removed: 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.
−Removed: We intend to maintain a valuation allowance until sufficient positive evidence exists to support realization of these deferred tax assets.
−Removed: At September 30, 2025 and December 31, 2024, we had approximately $1.4 billion and $1.3 billion, respectively, of U.S.
−Removed: federal, state and local net deferred tax assets, and related valuation allowances totaling $1.4 billion and $26 million, respectively.
−Removed: As of September 30, 2025, approximately $1.2 billion of these U.S.
−Removed: net deferred tax assets had unlimited lives and approximately $200 million had limited lives, and the majority do not start to expire until 2030.
−Removed: As of December 31, 2024, approximately $1.1 billion of these U.S.
−Removed: net deferred tax assets had unlimited lives and approximately $200 million had limited lives, and the majority do not start to expire until 2030.
−Removed: At September 30, 2025 and December 31, 2024, we also had approximately $1.6 billion and $1.5 billion, respectively, of foreign net deferred tax assets and related valuation allowances of approximately $1.3 billion and $1.2 billion, respectively.
−Removed: Our losses in various foreign taxing jurisdictions in recent periods represented sufficient negative evidence to require us to maintain a full valuation allowance against certain of these net foreign deferred tax assets.
−Removed: Most notably, in Luxembourg, we maintain a valuation allowance of approximately $1.1 billion on all of our net deferred tax assets.
+Added: statutory rate of 21% for the three months ended March 31, 2025 was favorably impacted by gains recognized as a result of the sale of the OTR tire business in foreign jurisdictions where no taxes are recorded, net of losses in foreign jurisdictions in which no tax benefits are recorded.
+Added: At March 31, 2026 and December 31, 2025, we had approximately $1.5 billion and $1.4 billion, respectively, of U.S.
+Added: federal, state and local net deferred tax assets and related valuation allowances totaling $1.5 billion and $1.4 billion, respectively.
+Added: At both March 31, 2026 and December 31, 2025, we also had foreign net deferred tax assets of approximately $1.5 billion and related valuation allowances of approximately $1.3 billion.
+Added: Our foreign valuation allowances include a $1.1 billion full valuation allowance on our net deferred tax assets in Luxembourg.
+Added: Our losses in the U.S.
+Added: and 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 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.
−Removed: We do not believe that sufficient positive evidence required to release valuation allowances on our foreign deferred tax assets having a significant impact on our financial position or results of operations will exist within the next twelve months.
−Removed: On July 4, 2025, OBBBA was enacted in the U.S.
−Removed: 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.
−Removed: We do not expect a material impact from OBBBA on our 2025 operating tax rates.
−Removed: We will continue to assess the impact on us as regulations develop in the future.
+Added: We do not believe that sufficient positive evidence required to release valuation allowances on our U.S.
+Added: and foreign deferred tax assets will exist within the next twelve months.
The Organisation for Economic Co-operation and Development ("OECD") has published the Pillar Two model rules which adopt a global corporate minimum tax of 15% for multinational enterprises with average revenue in excess of €750 million.
2 unchanged sentences
We do not expect the Pillar Two model rules to materially impact our annual effective tax rate in 2026.
−Removed: However, we are continuing to evaluate the Pillar Two model rules and related legislation and their potential impact on future periods.
+Added: 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.
For further information regarding income taxes and the realizability of our deferred tax assets, refer to Note to the Consolidated Financial Statements No.
5, Income Taxes.
−Removed: Minority shareholders’ net income in the first nine months of 2025 was $28 million, primarily related to the sale of property in Asia Pacific, compared to a net loss of $6 million in the first nine months of 2024.
+Added: Minority shareholders’ net income was $3 million in both the first three months of 2026 and 2025.
SEGMENT INFORMATION
7 unchanged sentences
Segment operating income does not include net rationalization charges, asset sales, goodwill and other impairment charges, and certain other items.
−Removed: Total segment operating income for the third quarter of 2025 was $287 million, a decrease of $59 million, or 17.1%, from $346 million in the third quarter of 2024.
−Removed: Total segment operating margin in the third quarter of 2025 was 6.2%, compared to 7.2% in the third quarter of 2024.
−Removed: Total segment operating income for the first nine months of 2025 was $641 million, a decrease of $279 million, or 30.3%, from $920 million in the first nine months of 2024.
−Removed: Total segment operating margin in the first nine months of 2025 was 4.8%, compared to 6.6% in the first nine months of 2024.
+Added: Total segment operating income for the first quarter of 2026 was $95 million, a decrease of $100 million, or 51.3%, from $195 million in the first quarter of 2025.
+Added: Total segment operating margin in the first quarter of 2026 was 2.4%, compared to 4.6% in the first quarter of 2025.
Management believes that total segment operating income is useful because it represents the aggregate value of income created by our SBUs and excludes items not directly related to the SBUs for performance evaluation purposes.
2 unchanged sentences
7, Business Segments, for further information and for a reconciliation of total segment operating income to Income (Loss) before Income Taxes.
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
+Added: Three Months Ended March 31,
(In millions) 2026 2025 Change Percent
−Removed: Change 2025 2024 Change Percent
Tire Units 15.3 18.4 (3.1) (17.0) %
2 unchanged sentences
Operating Margin 1.8 % 6.2%
−Removed: Three Months Ended September 30, 2025 and 2024
−Removed: Americas unit sales in the third quarter of 2025 decreased 1.4 million units, or 6.5%, to 19.6 million units.
−Removed: Replacement tire volume decreased 1.4 million units, or 8.1%, primarily due to a decrease in our consumer business, driven by increased competitiveness in the U.S.
−Removed: from the lower tier market and short-term impacts resulting from changes in our distribution strategy.
−Removed: OE tire volume remained flat.
−Removed: Net sales in the third quarter of 2025 were $2,737 million, decreasing $121 million, or 4.2%, from $2,858 million in the third quarter of 2024.
−Removed: The decrease in net sales was primarily due to lower tire volume of $151 million, the impact of the sale of the OTR tire business of $37 million, excluding product supply agreement revenue of $34 million, and decreased sales in other tire-related businesses of $10 million, primarily due to decreased third-party chemical sales.
−Removed: These decreases were partially offset by favorable price and product mix of $25 million and a $16 million benefit related to the Goodyear Forward plan.
−Removed: Operating income in the third quarter of 2025 was $206 million, decreasing $45 million, or 17.9%, from $251 million in the third quarter of 2024.
−Removed: The decrease in operating income was due to higher conversion costs of $84 million, driven by the effect of lower tire production on fixed cost absorption and inflation, higher raw material costs of $52 million, higher SAG of $37 million, lower tire volume of $32 million, a $20 million benefit received in 2024 related to insurance proceeds for property damage and business interruptions resulting from storm damage in prior years, and higher transportation and imported tire costs of $15 million.
−Removed: These decreases were partially offset by a $140 million benefit related to the Goodyear Forward plan and favorable price and product mix of $51 million.
−Removed: Operating income for the third quarter of 2025 includes incremental savings from rationalization plans of $6 million.
−Removed: Operating income in the third quarter of 2025 excluded a non-cash goodwill impairment charge of $674 million, asset write-offs, accelerated depreciation and accelerated lease costs of $20 million, net rationalization charges of $4 million and net gains on asset sales of $3 million.
−Removed: Operating income in the third quarter of 2024 excluded a non-cash intangible asset impairment charge of $125 million, net rationalization charges of $5 million and asset write-offs, accelerated depreciation and accelerated lease costs of $1 million.
−Removed: Nine Months Ended September 30, 2025 and 2024
−Removed: Americas unit sales in the first nine months of 2025 decreased 2.5 million units, or 4.1%, to 57.1 million units.
−Removed: Replacement tire volume decreased 2.2 million units, or 4.5%, primarily due to a decrease in our consumer business, driven by increased competitiveness in the U.S.
−Removed: from the lower tier market.
−Removed: OE tire volume decreased 0.3 million units, or 2.5%, primarily due to weakness in the OE industry in North America.
−Removed: Net sales in the first nine months of 2025 were $7,901 million, decreasing $242 million, or 3.0%, from $8,143 million in the first nine months of 2024.
−Removed: The decrease in net sales was primarily due to lower tire volume of $271 million, the impact of the sale of the OTR tire business of $114 million, excluding product supply agreement revenue of $111 million, and the negative impact of changes in foreign exchange rates of $90 million, primarily related to the weakening of the Brazilian real and Mexican peso.
−Removed: These decreases were partially offset by favorable price and product mix of $54 million and a $45 million benefit related to the Goodyear Forward plan.
−Removed: Operating income in the first nine months of 2025 was $502 million, decreasing $169 million, or 25.2%, from $671 million in the first nine months of 2024.
−Removed: The decrease in operating income was due to higher raw material costs of $266 million, higher conversion costs of $174 million, driven by the effect of lower tire production on fixed cost absorption and inflation, higher SAG of $101 million, lower tire volume of $60 million, higher transportation and imported tire costs of $52 million, and a $39 million benefit received in 2024 related to insurance proceeds for property damage and business interruptions resulting from storm damage events in prior years.
−Removed: These decreases were partially offset by a $427 million benefit related to the Goodyear Forward plan and favorable price and product mix of $102 million.
−Removed: Operating income for 2025 included incremental savings from rationalization plans of $20 million.
−Removed: Operating income in the first nine months of 2025 excluded a non-cash goodwill impairment charge of $674 million, net rationalization charges of $76 million, asset write-offs, accelerated depreciation and accelerated lease costs of $62 million, and net gains on asset sales of $4 million.
−Removed: Operating income in the first nine months of 2024 excluded a non-cash intangible asset impairment charge of $125 million, net rationalization charges of $20 million, net gains on asset sales of $14 million, and asset write-offs, accelerated depreciation and accelerated lease costs of $11 million.
+Added: Three Months Ended March 31, 2026 and 2025
+Added: Americas unit sales in the first three months of 2026 decreased 3.1 million units, or 17.0%, to 15.3 million units.
+Added: Replacement tire volume decreased 3.4 million units, or 23.2%, primarily due to weakness in the replacement industry and consumer trends, as well as increased competitiveness and planned rationalization of lower-tier product offerings.
+Added: OE tire volume increased 0.3 million units, or 8.2%, primarily in the U.S.
+Added: Net sales in the first three months of 2026 were $2,063 million, decreasing $439 million, or 17.5%, from $2,502 million in the first three months of 2025.
+Added: The decrease in net sales was primarily due to lower tire volume of $341 million and the impact of the sale of the Chemical business of $125 million.
+Added: These decreases were partially offset by the positive impact of changes in foreign exchange rates of $40 million, primarily related to the strengthening of the Brazilian real and Mexican peso.
+Added: Operating income in the first three months of 2026 was $37 million, decreasing $118 million, or 76.1%, from $155 million in the first three months of 2025.
+Added: The decrease in operating income was due to higher conversion costs of $101 million, driven by the effect of lower tire production on fixed cost absorption and inflation, lower tire volume of $75 million, higher tariff costs of $58 million, offset by an estimated tariff refund of $46 million, the impact of the sale of the Chemical business of $31 million, unfavorable price and product mix of $25 million, and higher SAG of $18 million, primarily driven by higher advertising costs.
+Added: These decreases were partially offset by a $75 million benefit related to the Goodyear Forward plan and lower raw material costs of $63 million.
+Added: Operating income in the first three months of 2026 excluded net rationalization charges of $11 million and asset write-offs, accelerated depreciation and accelerated lease costs of $7 million.
+Added: Operating income in the first three months of 2025 excluded net rationalization charges of $62 million, asset write-offs, accelerated depreciation and accelerated lease costs of $28 million, and net gains on asset sales of $1 million.
Europe, Middle East and Africa
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
+Added: Three Months Ended March 31,
(In millions) 2026 2025 Change Percent
−Removed: Change 2025 2024 Change Percent
Tire Units 11.2 12.3 (1.1) (8.5) %
Net Sales $ 1,363 $ 1,277 $ 86 6.7 %
−Removed: Operating Income 30 23 7 30.4 % — 54 (54) (100.0) %
+Added: Operating Income (Loss) 1 (5) 6 N/M
Operating Margin 0.1 % (0.4 %)
−Removed: Three Months Ended September 30, 2025 and 2024
−Removed: EMEA unit sales in the third quarter of 2025 decreased 0.2 million units, or 2.4%, to 12.0 million units.
−Removed: Replacement tire volume decreased 0.8 million units, or 8.6%, mainly driven by our consumer business, reflecting market softness and increased competition from the lower tier market.
−Removed: OE tire volume increased 0.6 million units, or 18.7%, primarily in our consumer business, reflecting share gains driven by new fitments.
−Removed: Net sales in the third quarter of 2025 were $1,407 million, increasing $59 million, or 4.4%, from $1,348 million in the third quarter of 2024.
−Removed: The increase in net sales was primarily driven by the positive impact of changes in foreign exchange rates of $57 million, driven by a stronger euro, Polish zloty and British pound, partially offset by a weaker Turkish lira, improvements in price and product mix of $36 million, and higher sales in other tire-related businesses of $14 million, primarily due to growth in Fleet Solutions.
−Removed: These increases were partially offset by the impact of the sale of the OTR tire business of $51 million, excluding product supply agreement revenue of $30 million, and lower tire volume of $27 million.
−Removed: Operating income in the third quarter of 2025 was $30 million, increasing $7 million, or 30.4%, from operating income of $23 million in the third quarter of 2024.
−Removed: The increase in operating income was primarily driven by favorable price and product mix of $46 million and benefits related to the Goodyear Forward plan of $25 million.
−Removed: These increases were partially offset by higher raw material costs of $24 million, higher conversion costs of $16 million, higher SAG of $11 million, lower volume of $6 million, lower earnings in other tire-related business of $4 million and decreased earnings of $4 million due to the sale of the OTR tire business.
−Removed: Operating income for third quarter of 2025 included incremental savings from rationalization plans of $12 million.
−Removed: Operating income in the third quarter of 2025 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $33 million and net rationalization charges of $16 million.
−Removed: Operating income in the third quarter of 2024 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $17 million and net rationalization reversals of $2 million.
−Removed: Nine Months Ended September 30, 2025 and 2024
−Removed: EMEA unit sales in the first nine months of 2025 decreased 0.7 million units, or 2.1%, to 35.6 million units.
−Removed: Replacement tire volume decreased 1.7 million units, or 6.6%, mainly driven by our consumer business, reflecting market softness and increased competition from the lower tier market.
+Added: Three Months Ended March 31, 2026 and 2025
+Added: EMEA unit sales in the first three months of 2026 decreased 1.1 million units, or 8.5%, to 11.2 million units.
+Added: Replacement tire volume decreased 1.3 million units, or 15.2%, primarily in our consumer business, reflecting market softness, increased competition and planned rationalization of lower-tier product offerings.
OE tire volume increased 0.2 million units, or 8.1%, primarily in our consumer business, reflecting share gains driven by new fitments.
−Removed: Net sales in the first nine months of 2025 were $4,028 million, increasing $54 million, or 1.4%, from $3,974 million in the first nine months of 2024.
−Removed: The increase in net sales was primarily driven by improvements in price and product mix of $121 million, higher sales in the other tire-related businesses of $44 million, primarily due to growth in Fleet Solutions, and the positive impact of changes in foreign exchange rates of $10 million, driven by a stronger euro, British pound and Polish zloty, partially offset by a weaker Turkish lira.
−Removed: These increases were partially offset by lower tire volume of $73 million and the impact of the sale of the OTR tire business of $141 million, excluding product supply agreement revenue of $89 million.
−Removed: Operating income in the first nine months of 2025 was flat, decreasing $54 million from operating income of $54 million in the first nine months of 2024.
−Removed: The change in operating income was primarily due to higher raw material costs of $122 million, a net benefit from insurance recoveries last year related to the Debica fire of $46 million, higher SAG of $43 million, higher conversion costs of $28 million, lower earnings in other tire-related businesses of $17 million, primarily due to mileage contracts, and lower tire volume of $14 million.
−Removed: These decreases were partially offset by favorable price and product mix of $119 million and benefits related to the Goodyear Forward plan of $97 million.
−Removed: Operating income for the first nine months of 2025 included incremental savings from rationalization plans of $24 million.
−Removed: Operating income in the third quarter of 2025 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $75 million and net rationalizations charges of $71 million.
−Removed: Operating income in the first nine months of 2024 excluded an $80 million net gain on asset sales, asset write-offs, accelerated depreciation and accelerated lease costs of $50 million, and net rationalization charges of $8 million.
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
+Added: Net sales in the first three months of 2026 were $1,363 million, increasing $86 million, or 6.7%, from $1,277 million in the first three months of 2025.
+Added: The increase in net sales was primarily driven by the positive impact of changes in foreign exchange rates of $122 million, driven by a stronger euro, British pound and Polish zloty, partially offset by a weaker Turkish lira, improvements in price and product mix of $55 million, and higher sales in the other tire-related businesses of $11 million, primarily due to growth in fleet solutions.
+Added: These increases were partially offset by the impact of the sale of the Dunlop brand of $93 million, excluding the favorable impact of the offtake supply agreement of $42 million, and lower tire volume of $51 million.
+Added: Operating income in the first three months of 2026 was $1 million, increasing $6 million from an operating loss of $5 million in the first three months of 2025.
+Added: The change in operating income (loss) was primarily due to favorable price and product mix of $36 million, benefits related to the Goodyear Forward plan of $26 million and lower raw material costs of $16 million.
+Added: These increases were partially offset by higher conversion costs of $51 million, lower earnings related to the sale of the Dunlop brand of $13 million, excluding the favorable impact of the offtake supply agreement of $6 million, lower tire volume of $8 million, foreign currency translation of $4 million, and higher administrative and professional expenses of $2 million.
+Added: Operating income in the first three months of 2026 excluded net rationalizations charges of $85 million, asset write-offs, accelerated depreciation and accelerated lease costs of $8 million and net gains on asset sales of $1 million.
+Added: Operating income in the first three months of 2025 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $16 million, net rationalization charges of $12 million and net gains on asset sales of $1 million.
+Added: Three Months Ended March 31,
(In millions) 2026 2025 Change Percent
−Removed: Change 2025 2024 Change Percent
Tire Units 7.5 7.8 (0.3) (3.8) %
2 unchanged sentences
Operating Margin 12.5% 9.5%
−Removed: Three Months Ended September 30, 2025 and 2024
−Removed: Asia Pacific unit sales in the third quarter of 2025 decreased 0.9 million units, or 9.2%, to 8.4 million units.
−Removed: Replacement tire volume decreased 0.4 million units, or 9.7%, driven by actions taken to reduce lower margin business and softness in consumer replacement.
−Removed: OE tire volume decreased 0.5 million units, or 8.8%, primarily in China.
−Removed: Net sales in the third quarter of 2025 were $501 million, decreasing $117 million, or 18.9%, from $618 million in the third quarter of 2024.
−Removed: The decrease in net sales was primarily related to the sale of the OTR tire business of $52 million, excluding product supply agreement revenue of $1 million, lower tire volume of $49 million, lower sales in other tire-related business of $9 million, and the sale of the Dunlop brand of $8 million.
−Removed: Operating income in the third quarter of 2025 was $51 million, decreasing $21 million, or 29.2%, from $72 million in the third quarter of 2024.
−Removed: The decrease in operating income was primarily due to decreased earnings of $15 million due to the sale of the OTR tire business, lower tire volume of $12 million, higher conversion costs of $10 million, and higher raw material costs of $5 million.
−Removed: These decreases were partially offset by benefits related to the Goodyear Forward plan of $20 million.
−Removed: Operating income in the third quarter of 2025 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $2 million.
−Removed: Operating income in the third quarter of 2024 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $7 million, net rationalization charges of $1 million, and net gains on asset sales of $1 million.
−Removed: Nine Months Ended September 30, 2025 and 2024
−Removed: Asia Pacific unit sales in the first nine months of 2025 decreased 3.4 million units, or 12.4%, to 23.7 million units.
−Removed: Replacement tire volume decreased 2.3 million units, or 16.4%, driven by actions taken to reduce lower margin business and softness in consumer replacement.
+Added: Three Months Ended March 31, 2026 and 2025
+Added: Asia Pacific unit sales in the first three months of 2026 decreased 0.3 million units, or 3.8%, to 7.5 million units.
+Added: Replacement tire volume decreased 0.1 million units, or 2.3%, due to softness in consumer replacement.
OE tire volume decreased 0.2 million units, or 5.1%, primarily in China.
−Removed: Net sales in the first nine months of 2025 were $1,434 million, decreasing $380 million, or 20.9%, from $1,814 million in the first nine months of 2024.
−Removed: The decrease in net sales was primarily due to lower tire volume of $196 million, the sale of the
−Removed: OTR tire business of $140 million, excluding product supply agreement revenue of $2 million, and the sale of the Dunlop brand of $46 million.
−Removed: These decreases were partially offset by favorable price and product mix of $32 million.
−Removed: Operating income in the first nine months of 2025 was $139 million, decreasing $56 million, or 28.7%, from $195 million in the first nine months of 2024.
−Removed: The decrease in operating income was primarily due to decreased earnings of $52 million due to the sale of the OTR tire business, lower tire volume of $46 million, higher raw material costs of $45 million, higher conversion costs of $13 million, and decreased earnings from other tire-related businesses of $4 million.
−Removed: These decreases were partially offset by benefits related to the Goodyear Forward plan of $56 million, favorable price and product mix of $38 million and other cost savings of $14 million.
−Removed: Operating income in the first nine months of 2025 excluded net gains on asset sales of $55 million, asset write-offs, accelerated depreciation and accelerated lease costs of $5 million and net rationalization charges of $1 million.
−Removed: Operating income in the first nine months of 2024 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $37 million, net rationalization charges of $14 million, and net gains on asset sales of $1 million.
+Added: Net sales in the first three months of 2026 were $455 million, decreasing $19 million, or 4.0%, from $474 million in the first three months of 2025.
+Added: The decrease in net sales was primarily due to lower tire volume of $16 million and unfavorable price and product mix of $6 million.
+Added: These decreases were partially offset by the positive impact of changes in foreign exchange rates of $3 million.
+Added: Operating income in the first three months of 2026 was $57 million, increasing $12 million, or 26.7%, from $45 million in the first three months of 2025.
+Added: The increase in operating income was primarily due to lower raw material costs of $9 million, benefits related to the Goodyear Forward plan of $6 million, and favorable price and product mix of $4 million.
+Added: These increases were partially offset by lower tire volume of $4 million and higher conversion costs of $3 million.
+Added: Operating income in the first three months of 2026 excluded net rationalization charges of $1 million and asset write-offs, accelerated depreciation and accelerated lease costs of $1 million.
+Added: Operating income in the first three months of 2025 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $2 million and net rationalization charges of $1 million.
LIQUIDITY AND CAPITAL RESOURCES
1 unchanged sentence
Our cash flows from operating activities are driven primarily by our operating results and changes in our working capital requirements and our cash flows from financing activities are dependent upon our ability to access credit or other capital.
−Removed: At both September 30, 2025 and December 31, 2024, we had $810 million in cash and cash equivalents.
−Removed: For the nine months ended September 30, 2025, net cash used for operating activities was $716 million, reflecting the Company's cash used for working capital of $1,210 million and the Company's net loss of $1,798 million, which included significant non-cash items of $1,345 million for provision for deferred income taxes, goodwill impairment of $674 million and net gains on asset sales of $700 million.
−Removed: Net cash provided by investing activities was $663 million, primarily representing proceeds from the sales of the OTR tire business and the Dunlop brand, as well as other asset dispositions, of $1,332 million, partially offset by capital expenditures of $649 million.
+Added: At March 31, 2026, we had $723 million in cash and cash equivalents, compared to $801 million at December 31, 2025.
+Added: For the three months ended March 31, 2026, net cash used for operating activities was $718 million, reflecting the Company's cash used for working capital of $650 million and rationalization payments of $83 million.
+Added: Net cash used for investing activities was $174 million, primarily representing capital expenditures of $175 million.
Net cash provided by financing activities was $820 million, primarily due to net borrowings of $807 million.
−Removed: At September 30, 2025, we had $2,547 million of unused availability under our various credit agreements, compared to $3,555 million at December 31, 2024.
+Added: At March 31, 2026, we had $2,975 million of unused availability under our various credit agreements, compared to $4,421 million at December 31, 2025.
The table below presents unused availability under our credit facilities at those dates:
−Removed: (In millions) September 30,
+Added: (In millions) March 31,
2026 December 31,
2 unchanged sentences
Chinese credit facilities 541 531
−Removed: Mexican credit facility — —
Other foreign and domestic debt 203 201
9 unchanged sentences
rationalization payments to be approximately $225 million;
−Removed: income tax payments to be approximately $160 million, excluding one-time items;
−Removed: and contributions to our funded pension plans to be $25 million to $50 million.
−Removed: We expect working capital to be a use of cash of approximately $150 million, reflecting the impact of tariffs in 2025.
−Removed: We are continuing to actively monitor our liquidity and intend to operate our business in a way that allows us to address our cash flow needs with our existing cash and available credit if they cannot be funded by cash generated from operating or other
−Removed: financing activities.
+Added: income tax payments to be $150 million to $175 million, excluding one time items;
+Added: and cash contributions to our global pension plans to be approximately $25 million.
+Added: We are targeting working capital to be a source of cash of approximately $100 million in 2026.
+Added: We are continuing to actively monitor our liquidity and intend to operate our business in a way that allows us to address our cash flow needs with our existing cash and available credit if they cannot be funded by cash generated from operating or other financing activities.
We believe that our liquidity position is adequate to fund our operating and investing needs and debt maturities for the next twelve months and to provide us with the ability to respond to further changes in the business environment.
4 unchanged sentences
Because of the inherent uncertainty of satisfactorily meeting these requirements or limitations, we do not consider the net assets of our subsidiaries, including our Chinese, South African, Serbian and Argentinian subsidiaries, which are subject to such requirements or limitations to be integral to our liquidity or our ability to service our debt and operational requirements.
−Removed: At September 30, 2025, approximately $761 million of net assets, including approximately $169 million of cash and cash equivalents, were subject to such requirements.
+Added: At March 31, 2026, approximately $771 million of net assets, including approximately $187 million of cash and cash equivalents, were subject to such requirements.
The requirements we must comply with to transfer funds out of China, South Africa, Serbia and Argentina have not adversely impacted our ability to make transfers out of those countries.
Operating Activities
−Removed: Net cash used for operating activities was $716 million in the first nine months of 2025, compared to net cash used for operating activities of $591 million in the first nine months of 2024.
−Removed: The $125 million increase in net cash used for operating activities was primarily due to a higher use of working capital in the first nine months of 2025 compared to 2024 of $107 million.
−Removed: The increase in cash used for working capital reflects an increase in cash used for Inventory of $187 million, partially offset by a decrease in cash used for Accounts Receivable of $53 million and Accounts Payable — Trade of $27 million.
−Removed: These changes were driven by lower sales volume and the timing of accounts receivable collections in the first nine months of 2025 compared to the first nine months of 2024.
+Added: Net cash used for operating activities was $718 million in the first three months of 2026, compared to net cash used for operating activities of $538 million in the first three months of 2025.
+Added: The $180 million increase in net cash used for operating activities was primarily due to $185 million in cash received in 2025 for deferred amounts related to the trademark license and product supply agreements associated with the sale of our OTR tire business and lower segment operating income of $100 million, partially offset by a lower use of working capital of $100 million.
+Added: The decrease in cash used for working capital reflects a decrease in cash used for Accounts Receivable of $156 million and Inventory of $71 million, partially offset by an increase in cash used for Accounts Payable — Trade of $127 million.
Investing Activities
−Removed: Net cash provided by investing activities was $663 million in the first nine months of 2025, compared to net cash used for investing activities of $759 million in the first nine months of 2024.
−Removed: The $1,422 million increase in net cash provided by investing activities was primarily due to net cash provided by the sales of the OTR tire business and the Dunlop brand, as well as other asset dispositions, of $1,332 million in the first nine months of 2025, compared to $110 million in the first nine months of 2024.
−Removed: Capital expenditures were $649 million in the first nine months of 2025, compared to $912 million in the first nine months of 2024.
+Added: Net cash used for investing activities was $174 million in the first three months of 2026, compared to net cash provided by investing activities of $432 million in the first three months of 2025.
+Added: The $606 million increase in net cash used for investing activities was primarily due to cash provided by asset dispositions of $720 million in the first three months of 2025 due to the sale of the OTR tire business, partially offset by decreased capital expenditures of $84 million.
Financing Activities
−Removed: Net cash provided by financing activities was $92 million in the first nine months of 2025, compared to net cash provided by financing activities of $1,315 million in the first nine months of 2024.
−Removed: The $1,223 million decrease in cash provided by financing activities was primarily related to net borrowings of $97 million in the first nine months of 2025, compared to net borrowings of $1,366 million in the first nine months of 2024.
+Added: Net cash provided by financing activities was $820 million in the first three months of 2026, compared to net cash provided by financing activities of $211 million in the first three months of 2025.
+Added: The $609 million increase in cash provided by financing activities was primarily related to net borrowings of $807 million in the first three months of 2026, compared to net borrowings of $198 million in the first three months of 2025.
Credit Sources
−Removed: In aggregate, we had total credit arrangements of $10,545 million available at September 30, 2025, of which $2,547 million were unused, compared to $11,223 million available at December 31, 2024, of which $3,555 million were unused.
−Removed: At September 30, 2025, we had long term credit arrangements totaling $9,706 million, of which $2,319 million were unused, compared to $10,352 million and $3,263 million, respectively, at December 31, 2024.
−Removed: At September 30, 2025, we had short term committed and uncommitted credit arrangements totaling $839 million, of which $228 million were unused, compared to $871 million and $292 million, respectively, at December 31, 2024.
+Added: In aggregate, we had total credit arrangements of $9,842 million available at March 31, 2026, of which $2,975 million were unused, compared to $10,525 million available at December 31, 2025, of which $4,421 million were unused.
+Added: At March 31, 2026, we had long term credit arrangements totaling $9,052 million, of which $2,686 million were unused, compared to $9,707 million and $4,145 million, respectively, at December 31, 2025.
+Added: At March 31, 2026, we had short term committed and uncommitted credit arrangements totaling $790 million, of which $289 million were unused, compared to $818 million and $276 million, respectively, at December 31, 2025.
The continued availability of the short term uncommitted arrangements is at the discretion of the relevant lenders and may be terminated at any time.
Outstanding Notes
−Removed: At September 30, 2025, we had $4,392 million of outstanding notes, compared to $5,240 million at December 31, 2024.
−Removed: On February 19, 2025, we redeemed our remaining $500 million 9.5% senior notes due 2025 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest.
−Removed: On June 3, 2025, we issued $500 million in aggregate principal amount of 6.625% senior notes due 2030.
−Removed: These notes were sold at 100% of the principal amount and will mature on July 15, 2030.
−Removed: 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.
−Removed: On July 3, 2025, we redeemed the remaining $500 million of our 5% senior notes due 2026 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest.
−Removed: We used the net proceeds from the 6.625% senior notes, together with cash and cash equivalents, to redeem these notes.
+Added: At March 31, 2026, we had $4,380 million of outstanding notes, compared to $4,391 million at December 31, 2025.
$2.75 billion Amended and Restated First Lien Revolving Credit Facility due 2030
−Removed: On May 19, 2025, we amended and restated our U.S.
−Removed: first lien revolving credit facility.
−Removed: The principal change to the facility was the extension of its maturity from June 8, 2026 to May 19, 2030.
−Removed: The interest rate for loans under the facility remained at SOFR plus 125 basis points.
−Removed: Our amended and restated first lien revolving credit facility is available in the form of loans or letters of credit.
+Added: Our amended and restated first lien revolving credit facility matures on May 19, 2030 and 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.
9 unchanged sentences
In addition, if the amount of outstanding borrowings and letters of credit under the facility exceeds the borrowing base, we would be required to prepay borrowings and/or cash collateralize letters of credit sufficient to eliminate the excess.
−Removed: As of September 30, 2025, our borrowing base was above the facility's stated amount of $2.75 billion.
−Removed: At September 30, 2025, we had $1,325 million of borrowings and $1 million of letters of credit issued under the revolving credit facility.
−Removed: At December 31, 2024, we had $700 million of borrowings and $1 million of letters of credit issued under the revolving credit facility.
+Added: As of March 31, 2026, our borrowing base, and therefore our availability under the facility, was $505 million below the facility's stated amount of $2.75 billion.
+Added: At March 31, 2026, we had $530 million of borrowings and $1 million of letters of credit issued under the revolving credit facility.
+Added: At December 31, 2025, we had no borrowings and $1 million of letters of credit issued under the revolving credit facility.
€800 million Amended and Restated Senior Secured European Revolving Credit Facility due 2028
6 unchanged sentences
Undrawn amounts under the facility are subject to an annual commitment fee of 25 basis points.
−Removed: At September 30, 2025, there were $235 million (€200 million) of borrowings outstanding under the all-borrower tranche, $211 million (€180 million) of borrowings outstanding under the German tranche, and no letters of credit outstanding under the European revolving credit facility.
+Added: At March 31, 2026, there were $196 million (€170 million) of borrowings outstanding under the all-borrower tranche, $207 million (€180 million) of borrowings outstanding under the German tranche, and no letters of credit outstanding under the
+Added: European revolving credit facility.
At December 31, 2025, we had no borrowings and no letters of credit outstanding under the European revolving credit facility.
1 unchanged sentence
Accounts Receivable Securitization Facilities (On-Balance Sheet)
−Removed: On October 10, 2025, GEBV and certain other of our European subsidiaries amended and restated our pan-European accounts receivable securitization facility.
−Removed: The principal change to the facility was the extension of its maturity from October 19, 2027 to October 18, 2032.
+Added: GEBV and certain other of our European subsidiaries are parties to a pan-European accounts receivable securitization facility that expires in 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.
11 unchanged sentences
This financial covenant is substantially similar to the covenant included in our European revolving credit facility.
−Removed: At September 30, 2025, the amounts available and utilized under this program totaled $242 million (€206 million).
+Added: At March 31, 2026, the amounts available and utilized under this program totaled $173 million (€150 million).
At December 31, 2025, the amounts available and utilized under this program totaled $292 million (€249 million).
3 unchanged sentences
For these programs, we have concluded that there is generally no risk of loss to us from non-payment of the sold receivables.
−Removed: At September 30, 2025, the gross amount of receivables sold was $752 million, compared to $773 million at December 31, 2024.
+Added: At March 31, 2026, the gross amount of receivables sold was $833 million, compared to $892 million at December 31, 2025.
Letters of Credit
−Removed: At September 30, 2025, we had $227 million in letters of credit issued under bilateral letter of credit agreements and other foreign credit facilities.
+Added: At March 31, 2026, we had $203 million in letters of credit issued under bilateral letter of credit agreements and other foreign credit facilities.
The majority of these letter of credit agreements are in lieu of security deposits.
8 unchanged sentences
Our obligations to our suppliers, including the amounts due and scheduled payment dates, are not impacted by our suppliers’ decisions to sell their receivables under these programs.
−Removed: The amounts available under these programs were $902 million and $775 million at September 30, 2025 and December 31, 2024, respectively.
−Removed: The amounts confirmed to the financial institutions were $587 million and $604 million at September 30, 2025 and December 31, 2024, respectively, and are included in Accounts Payable — Trade in our Consolidated Balance Sheets.
+Added: The amounts available under these programs were $891 million and $876 million at March 31, 2026 and December 31, 2025, respectively.
+Added: The amounts confirmed to the financial institutions were $514 million and $551 million at March 31, 2026 and December 31, 2025, 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.
10 unchanged sentences
We become subject to that financial covenant when the aggregate amount of our Parent Company (The Goodyear Tire & Rubber Company) and guarantor subsidiaries cash and cash equivalents (“Available Cash”) plus our availability under our first lien revolving credit facility is less than $275 million.
−Removed: If this were to occur, our ratio of EBITDA to Consolidated Interest Expense may not be
−Removed: less than 2.0 to 1.0 for the most recent period of four consecutive fiscal quarters.
−Removed: As of September 30, 2025, our unused availability under this facility of $1,424 million, plus our Available Cash of $124 million, totaled $1,548 million, which is in excess of $275 million.
+Added: If this were to occur, our ratio of EBITDA to Consolidated Interest Expense may not be less than 2.0 to 1.0 for the most recent period of four consecutive fiscal quarters.
+Added: As of March 31, 2026, our unused availability under this facility of $1,713 million, plus our Available Cash of $113 million, totaled $1,826 million, which is in excess of $275 million.
In addition, our European revolving credit facility contains non-financial covenants similar to the non-financial covenants in our first lien revolving credit facility that are described above, similar non-financial covenants specifically applicable to GEBV and its subsidiaries, and a financial covenant applicable only to GEBV and its subsidiaries.
4 unchanged sentences
This financial covenant is also included in our pan-European accounts receivable securitization facility.
−Removed: At September 30, 2025, we were in compliance with this financial covenant.
+Added: At March 31, 2026, we were in compliance with this financial covenant.
Our credit facilities also state that we may only incur additional debt or make restricted payments that are not otherwise expressly permitted if, after giving effect to the debt incurrence or the restricted payment, our ratio of EBITDA to Consolidated Interest Expense for the prior four fiscal quarters would exceed 2.0 to 1.0.
2 unchanged sentences
Covenants could change based upon a refinancing or amendment of an existing facility, or additional covenants may be added in connection with the incurrence of new debt.
−Removed: At September 30, 2025, we were in compliance with the currently applicable material covenants imposed by our principal credit facilities and indentures.
+Added: At March 31, 2026, we were in compliance with the currently applicable material covenants imposed by our principal credit facilities and indentures.
The terms “Available Cash,” “EBITDA,” “Consolidated Interest Expense,” “Consolidated Net GEBV Indebtedness” and “Consolidated GEBV EBITDA” have the meanings given them in the respective credit facilities.
10 unchanged sentences
We may repurchase shares delivered to us by employees as payment for the exercise price of stock options and the withholding taxes due upon the exercise of stock options or the vesting or payment of stock awards.
−Removed: During the first nine months of 2025, we did not repurchase any shares from employees.
+Added: During the first three months of 2026, we did not repurchase any shares from employees.
The restrictions imposed by our credit facilities are not expected to significantly affect our ability to pay dividends or repurchase our capital stock in the future.
41 unchanged sentences
Summarized Balance Sheets
−Removed: (In millions) September 30,
+Added: (In millions) March 31,
2026 December 31, 2025
4 unchanged sentences
Total Non-Current Liabilities 6,544 6,929
−Removed: (1) Includes receivables due from Non-Guarantor Subsidiaries of $1,401 million and $1,824 million as of September 30, 2025 and December 31, 2024, respectively.
+Added: (1) Includes receivables due from Non-Guarantor Subsidiaries of $1,459 million and $1,574 million as of March 31, 2026 and December 31, 2025, respectively.
Summarized Statements of Operations
−Removed: (In millions) Nine Months Ended September 30, 2025 Year Ended
+Added: (In millions) Three Months Ended March 31, 2026 Year Ended
December 31, 2025
5 unchanged sentences
Interest Expense 80 385
−Removed: Net (Gains) on Asset Sales (138) (14)
+Added: Other (Income) Expense
+Added: Net (Gain) Loss on Asset Sales (2) (254)
Income (Loss) before Income Taxes
+Added: $ (160) $ (466)
Net Income (Loss) (2)
2 unchanged sentences
$ (172) $ (1,851)
−Removed: (2) Includes income from intercompany transactions with Non-Guarantor Subsidiaries of $379 million for the nine months ended September 30, 2025, primarily from royalties, intercompany product sales, dividends and interest, and $659 million for the year ended December 31, 2024, primarily from royalties, dividends, interest and intercompany product sales.
+Added: (2) Includes income from intercompany transactions with Non-Guarantor Subsidiaries of $112 million for the three months ended March 31, 2026, primarily from royalties, intercompany product sales, dividends and interest, and $557 million for the year ended December 31, 2025, primarily from royalties, dividends, interest and intercompany product sales.
CRITICAL ACCOUNTING POLICIES
3 unchanged sentences
Goodwill and intangible assets are written down to fair value if considered impaired.
−Removed: Goodwill and Intangible Assets totaled $42 million and $670 million, respectively, at September 30, 2025, compared to $756 million and $805 million, respectively, at December 31, 2024.
−Removed: The goodwill associated with the reporting unit in our Asia Pacific segment was $42 million at September 30, 2025.
−Removed: The goodwill associated with the reporting units in our Americas and Asia Pacific segments was $715 million and $41 million, respectively, at December 31, 2024.
−Removed: Goodwill associated with the reporting unit in our Americas segment was allocated to assets held for sale in the second quarter of 2025 in the amount of $41 million in connection with the anticipated sale of our polymer chemicals business, and the remaining $674 million was written off, resulting in a non-cash impairment charge during the third quarter of 2025.
−Removed: We recorded an intangible asset impairment charge of $125 million in the third quarter of 2024 primarily related to our lower tier indefinite-lived intangible assets related to the acquisition of Cooper Tire.
+Added: Goodwill and Intangible Assets totaled $43 million and $658 million, respectively, at March 31, 2026, compared to $42 million and $663 million, respectively, at December 31, 2025.
+Added: All goodwill was associated with the reporting unit in our Asia Pacific segment at March 31, 2026 and December 31, 2025.
Goodwill and intangible assets with indefinite useful lives are not amortized but are assessed for impairment annually on October 31 with the option to perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of the reporting unit or indefinite-lived intangible asset to its carrying value.
3 unchanged sentences
Consideration is given as to whether a fluctuation in our stock price is a result of current market conditions, due to a transitory event or an event that is expected to continue to affect us, or is consistent with our historical stock price volatility.
−Removed: We also consider these factors compared to the results of our most recent quantitative goodwill impairment assessment.
+Added: We also consider these factors compared to the results of our most recent quantitative impairment assessment.
Under the qualitative assessment, we assess whether it is more likely than not (defined as a likelihood of more than 50%) that the fair value of our goodwill or indefinite-lived intangible assets is less than the respective carrying values.
2 unchanged sentences
Under the quantitative assessment, we estimate the fair value of goodwill using the discounted cash flows of a reporting unit.
−Removed: For indefinite-lived intangible assets we estimate the fair value using discounted cash
−Removed: flows following a relief-from-royalty method utilizing a market-based royalty rate.
+Added: For indefinite-lived intangible assets we estimate the fair value using discounted cash flows following a relief-from-royalty method utilizing a market-based royalty rate.
Forecasts of future cash flows are based on our best estimate of projected revenue and projected operating margin, based primarily on sales and production volume, pricing, raw material costs, market share, industry outlook, general economic conditions, and certain strategic actions we plan to implement.
Cash flows are discounted using our weighted average cost of capital.
−Removed: In the third quarter of 2025, we experienced continued industry disruption in Americas, which resulted in a reduction in our near-term and long-term outlook.
−Removed: We also experienced a decline in our market capitalization as a result of a decrease in our stock price.
−Removed: Our stock price has a history of volatility;
−Removed: however, given the decrease was sustained throughout the quarter, combined with the reduction in outlook, we viewed these events as triggering events for purposes of testing goodwill for impairment and performed a quantitative analysis of the fair value of the North America reporting unit in our Americas segment.
−Removed: We determined the estimated fair value of our North America reporting unit based on discounted cash flow projections.
−Removed: 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.
−Removed: Our forecast of future cash flows is based on our best estimate of projected revenue and projected operating margin, based primarily on pricing, raw material costs, market share, industry outlook and general economic conditions.
−Removed: Based on our interim impairment test, the fair value of the North America reporting unit as of September 30, 2025 was less than its carrying value, resulting in full goodwill impairment and a non-cash charge of $674 million during the third quarter of 2025.
−Removed: At September 30, 2025, after evaluating macroeconomic conditions and our current and future results of operations, including current results for our Asia Pacific business and brands associated with our indefinite-lived intangible assets, we concluded that there were no triggering events and it was not more likely than not that the fair values of our reporting unit within our Asia Pacific segment or our indefinite-lived intangible assets recorded within our Americas and Asia Pacific segments were less than their respective carrying values and, therefore, did not have any impairment.
−Removed: Future changes in the judgments, assumptions and estimates that are used in our impairment testing for goodwill and indefinite-lived intangible assets, including discount rates and cash flow projections, could result in significantly different estimates of the fair values.
−Removed: A significant reduction in the estimated fair values could result in impairment charges that could adversely affect our results of operations.
+Added: As part of our annual impairment analysis as of October 31, 2025, we completed a qualitative impairment analysis of our Asia Pacific reporting unit.
+Added: After considering the results of our most recent quantitative annual testing, the capital markets
+Added: 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 and, therefore, did not perform a quantitative analysis.
+Added: 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.
+Added: 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.
+Added: We identified $435 million of indefinite-lived intangible assets related to the Cooper Tire acquisition for which the estimated fair values approximated their respective carrying values.
+Added: 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.
+Added: The most critical assumptions used in the calculation of the fair value are projected revenue, discount rate and royalty rate.
+Added: In the first quarter of 2026, macroeconomic factors and geopolitical events adversely impacted our results and contributed to a decline in our volume.
+Added: We considered the impact on the fair value of our goodwill reporting unit and indefinite-lived intangible assets.
+Added: During this review, we considered the nature and extent of current market conditions, forecasts for reporting units and individual brands, as well as the quantitative analysis performed during our annual 2025 impairment test.
+Added: Based on our review of external and internal factors compared to our latest quantitative assessment, we determined it was not more likely than not that the fair value of our goodwill or indefinite-lived intangible assets is less than the respective carrying value, and thus, a triggering event had not occurred which would require an interim impairment test to be performed.
+Added: We will continue to monitor our results and market conditions to determine if a future analysis would be required.
+Added: 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.
+Added: 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.
+Added: If our future financial performance falls below our expectations, which may include a continued and sustained decline in volumes, 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 have declined below their carrying values, and therefore we may need to record a material, non-cash impairment charge in a future period.
FORWARD-LOOKING INFORMATION — SAFE HARBOR STATEMENT
4 unchanged sentences
Actual results and experience may differ materially from the forward-looking statements as a result of many factors, including:
−Removed: • if we do not successfully implement the Goodyear Forward plan and our other strategic initiatives, our operating results, financial condition and liquidity may be materially adversely affected;
+Added: • if we do not successfully implement our strategic initiatives, our operating results, financial condition and liquidity may be materially adversely affected;
+Added: • our ongoing obligations to the purchasers of our OTR tire business, the Dunlop brand and our Chemical business may disrupt our current and future plans or operations;
• we face significant global competition and our market share could decline;
−Removed: • raw material cost increases may materially adversely affect our operating results and financial condition;
+Added: • our capital expenditures may not be adequate to maintain our competitive position and may not be implemented in a timely or cost-effective manner;
+Added: • raw material, energy and transportation cost increases may materially adversely affect our operating results and financial condition;
• we have experienced inflationary cost pressures, including with respect to wages, benefits and energy costs, that may materially adversely affect our operating results and financial condition;
+Added: • if we experience a labor strike, work stoppage, labor shortage or other similar event at the Company or its joint ventures, our business, results of operations, financial condition and liquidity could be materially adversely affected;
+Added: • we have been, and may continue to be, negatively impacted by changes in tariffs, trade agreements or trade restrictions on imported tires, raw materials and other goods or equipment;
+Added: • the ultimate availability, timing and amount of any refunds of IEEPA tariffs remains uncertain, and the amount, if any, that we ultimately recover may differ from the amount we previously paid or be materially delayed;
• delays or disruptions in our supply chain or in the provision of services, including utilities, to us could result in increased costs or disruptions in our operations;
1 unchanged sentence
• deteriorating economic conditions in any of our major markets, or an inability to access capital markets or third-party financing when necessary, may materially adversely affect our operating results, financial condition and liquidity;
−Removed: • if we experience a labor strike, work stoppage, labor shortage or other similar event at the Company or its joint ventures, our business, results of operations, financial condition and liquidity could be materially adversely affected;
−Removed: • financial difficulties, work stoppages, labor shortages, supply disruptions or economic conditions affecting our major OE customers, dealers or suppliers could harm our business;
−Removed: • our capital expenditures may not be adequate to maintain our competitive position and may not be implemented in a timely or cost-effective manner;
−Removed: • changes to tariffs, trade agreements or trade restrictions may materially adversely affect our operating results;
• our international operations have certain risks that may materially adversely affect our operating results, financial condition and liquidity;
• we have foreign currency translation and transaction risks that may materially adversely affect our operating results, financial condition and liquidity;
+Added: • financial difficulties, work stoppages, labor shortages, supply disruptions or economic conditions affecting our major OE customers, dealers or suppliers could harm our business;
• our long-term ability to meet our obligations, to repay maturing indebtedness or to implement strategic initiatives may be dependent on our ability to access capital markets in the future and to improve our operating results;
4 unchanged sentences
• we may incur significant costs in connection with our contingent liabilities and tax matters;
−Removed: • our reserves for contingent liabilities and our recorded insurance assets are subject to various uncertainties, the outcome of which may result in our actual costs being significantly higher than the amounts recorded;
+Added: • our reserves for contingent liabilities and our recorded insurance assets are subject to various uncertainties, the outcome of which may result in our actual costs being significantly higher than the net amount recorded;
• environmental issues, including climate change, or legal, regulatory or market measures to address environmental issues, may negatively affect our business and operations and cause us to incur significant costs;
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.