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GOODYEAR TIRE & RUBBER CO

GOODYEAR TIRE & RUBBER COGTEarnings & Financial Report

Nasdaq · Materials · Tires & Inner Tubes

Cooper Tire & Rubber Company is an American company that specializes in the design, manufacture, marketing, and sales of replacement automobile and truck tires, and has subsidiaries that specialize in medium truck, motorcycle, and racing tires. With headquarters in Findlay, Ohio, Cooper Tire has 60 manufacturing, sales, distribution, technical, and design facilities within its worldwide family of subsidiary companies, including the UK-based Avon Tyres brand, which produces tires for motorcycl...

What changed in GOODYEAR TIRE & RUBBER CO's 10-K — 2023 vs 2024

Top changes in GOODYEAR TIRE & RUBBER CO's 2024 10-K

749 paragraphs added · 755 removed · 602 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

64 edited+18 added−11 removed44 unchanged
In 2023, our science-based near-term and net-zero GHG reduction targets were validated by the Science Based Targets initiative (SBTi). Climate considerations continue to drive change in the transportation sector. Advanced forms of mobility—such as fleets, autonomous, connected, electric and sustainable vehicles—are transforming the tire industry and have the potential to make driving safer and more sustainable.
Our science-based near-term and net-zero GHG reduction targets were validated by the Science Based Targets initiative (SBTi) in 2023. Climate considerations continue to drive change in the transportation sector. Advanced forms of mobility—such as fleets, autonomous, connected, electric and sustainable vehicles—are transforming the tire industry and have the potential to make driving safer and more sustainable.
Such risks also include an increase in severe weather events that could temporarily disrupt our operations or supply chain or the operations of our customers and the cost of compliance associated with increased climate-related regulations globally, including increased disclosure obligations or being subject to carbon taxes or similar mechanisms in the European Union or the emergence of such programs in other countries.
Such risks include an increase in severe weather events that could temporarily disrupt our operations, supply chain or the operations of our customers and the cost of compliance associated with increased climate-related regulations globally, including increased disclosure obligations or being subject to carbon taxes or similar mechanisms in the European Union or the emergence of such programs in other countries.
Americas also: • manufactures tread rubber and other tire retreading materials for trucks, heavy equipment and aviation, • retreads truck, aviation and OTR tires, primarily as a service to its commercial customers, • sells products and installation services online through our websites, www.goodyear.com for consumer tires and www.goodyeartrucktires.com for commercial tires, • provides automotive maintenance and repair services at approximately 555 Company-owned retail outlets primarily under the Goodyear or Just Tires names, • provides trucking fleets with new tires, retreads, mechanical service, preventative maintenance and roadside assistance from approximately 230 Company-owned locations, primarily Goodyear Commercial Tire & Service Centers, • sells automotive repair and maintenance items, automotive equipment and accessories and other items to dealers and consumers, • sells chemical products and natural rubber to Goodyear’s other business segments and to unaffiliated customers, and • provides miscellaneous other products and services.
Americas also: • manufactures tread rubber and other tire retreading materials for trucks, heavy equipment and aviation, • retreads truck, aviation and OTR tires, primarily as a service to its commercial customers, • sells products and installation services online through our websites, www.goodyear.com for consumer tires and www.goodyeartrucktires.com for commercial tires, • provides automotive maintenance and repair services at approximately 510 Company-owned retail outlets primarily under the Goodyear or Just Tires names, • provides trucking fleets with new tires, retreads, mechanical service, preventative maintenance and roadside assistance from approximately 230 Company-owned locations, primarily Goodyear Commercial Tire & Service Centers, • sells automotive repair and maintenance items, automotive equipment and accessories and other items to dealers and consumers, • sells chemical products and natural rubber to Goodyear’s other business segments and to unaffiliated customers, and • provides miscellaneous other products and services.
Our commitment is reflected in the policies that govern our workforce, such as our Business Conduct Manual and Global Zero Tolerance policy and is evidenced in our recruiting strategies, succession planning, diversity and inclusion training and Employee Resource Groups (“ERGs”), which are key to our inclusion efforts.
Our commitment is reflected in the policies that govern our workforce, such as our Business Conduct Manual and Global Zero Tolerance policy and is evidenced in our recruiting strategies, succession planning, training and Employee Resource Groups (“ERGs”), which are key to our inclusion efforts.
Our ERGs provide associates access to coaching, mentoring and professional development, and include ADAPT (Abled and Disabled Associates Partnering Together), Goodyear Asia India Middle East (AIM), Goodyear Black Network, Goodyear Veterans Association, Goodyear Women’s Network, Goodyear Pride Network, HOLA (Hispanic/Latino) and Next Generation Leaders.
Our ERGs provide all associates access to coaching, mentoring and professional development, and include ADAPT (Abled and Disabled Associates Partnering Together), Goodyear Asia India Middle East (AIM), Goodyear Black Network, Goodyear Veterans Association, Goodyear Women’s Network, Goodyear Pride Network, HOLA (Hispanic/Latino) and Next Generation Leaders.
G ENERAL I NFORMATION R EGARDING O UR S EGMENTS For the year ended December 31, 2023, we operated our business through three operating segments representing our regional tire businesses: Americas; Europe, Middle East and Africa (“EMEA”); and Asia Pacific. Our principal business is the development, manufacture, distribution and sale of tires and related products and services worldwide.
G ENERAL I NFORMATION R EGARDING O UR S EGMENTS For the year ended December 31, 2024, we operated our business through three operating segments representing our regional tire businesses: Americas; Europe, Middle East and Africa (“EMEA”); and Asia Pacific. Our principal business is the development, manufacture, distribution and sale of tires and related products and services worldwide.
We anticipate the continued availability of raw materials and components we will require during 2024, subject to spot shortages and unexpected disruptions caused by natural disasters, such as hurricanes, or other events. Substantial quantities of fuel and other petrochemical-based commodities are used in the production of tires, synthetic rubber and other products.
We anticipate the continued availability of raw materials and components we will require during 2025, subject to spot shortages and unexpected disruptions caused by natural disasters, such as hurricanes, or other events. Substantial quantities of fuel and other petrochemical-based commodities are used in the production of tires, synthetic rubber and other products.
We strive to comply with all applicable laws and regulations, carefully monitor our energy usage and GHG emissions, and set company-wide and facility-specific goals to reduce our operational impacts. As part of our commitment to reduce our operational impact, we continue to focus on reducing energy consumption and emissions in our factories and utilizing renewable energy sources.
We strive to comply with all applicable laws and regulations, carefully monitor, track and collect our energy usage and GHG emissions, and set company-wide and facility-specific goals to reduce our operational impacts. As part of our commitment to reduce our operational impact, we continue to focus on reducing energy consumption and emissions in our factories and utilizing renewable energy sources.
Goodyear brand radial passenger tire lines sold throughout Americas include the Assurance family of product lines for the premium and mid-tier passenger and cross-over utility segments; the Eagle and EfficientGrip Performance families of product lines for the high-performance segment; the Wrangler family of product lines for the sport utility vehicle and light truck segments; as well as the WinterCommand and Ultra Grip family of winter tires.
Goodyear brand radial passenger tire lines sold throughout Americas include the Assurance family of product lines for the premium and mid-tier passenger and cross-over utility segments; the Eagle Performance family of product lines for the high-performance segment; the Wrangler family of product lines for the sport utility vehicle and light truck segments; as well as the WinterCommand and Ultra Grip family of winter tires.
Refer to Item 1A. “Risk Factors” for a discussion of these and our other risk factors. Federal, state, local and foreign governments and regulatory agencies continue to consider various options and measures to control GHG emissions in response to climate change.
Refer to Item 1A. "Risk Factors" for a discussion of these and our other risk factors. Federal, state, local and foreign governments and regulatory agencies continue to consider various options and measures to control GHG emissions in response to climate change.
On November 15, 2023, following a comprehensive evaluation by the Strategic and Operational Review Committee of the Board of Directors, we announced a transformation plan, known as “Goodyear Forward,” that is intended to optimize our portfolio, deliver significant margin expansion and reduce leverage in order to drive sustainable, long-term shareholder value creation.
DESCRIPTION OF GOODYEAR’S BUSINESS On November 15, 2023, following a comprehensive evaluation by the Strategic and Operational Review Committee of the Board of Directors, we announced a transformation plan, known as “Goodyear Forward,” that is intended to optimize our portfolio, deliver significant margin expansion and reduce leverage in order to drive sustainable, long-term shareholder value creation.
Synthetic rubber accounted for approximately 50% of all rubber consumed by us in 2023. Our plants located in Beaumont and Houston, Texas supply a major portion of our global synthetic rubber requirements. We purchase all of our requirements for natural rubber in the world market.
Synthetic rubber accounted for approximately 50% of all rubber consumed by us in 2024. Our plants located in Beaumont and Houston, Texas supply a major portion of our global synthetic rubber requirements. We purchase all of our requirements for natural rubber in the world market.
Goodyear Forward’s goals are to deliver: (1) gross proceeds in excess of $2 billion from portfolio optimization by pursuing strategic alternatives for our chemical business, the Dunlop brand and our off-the-road tire business, (2) cost reduction actions driving an annual, run-rate benefit of $1 billion by the end of 2025, (3) top line actions driving an annual, run-rate benefit of $300 million by the end of 2025, (4) segment operating income margin doubling to 10% by the end of 2025, and (5) improved leverage by the end of 2025.
Goodyear Forward’s goals are to deliver: (1) gross proceeds in excess of $2 billion from portfolio optimization by pursuing strategic alternatives for our chemical business, the Dunlop brand and our off-the-road ("OTR") tire business, (2) cost reduction actions driving an annual, run-rate benefit of approximately $1.3 billion by the end of 2025, (3) top line actions driving an annual, run-rate benefit of approximately $200 million by the end of 2025, (4) segment operating income margin doubling to 10% by the end of 2025, and (5) improved leverage by the end of 2025.
We manufacture and sell numerous lines of rubber tires for: • automobiles • trucks • buses • aircraft • motorcycles • earthmoving and mining equipment • farm implements • industrial equipment, and • various other applications. 1 Table of Contents In each case, our tires are offered for sale to vehicle manufacturers for mounting as original equipment (“OE”) and for replacement worldwide.
We manufacture and sell numerous lines of rubber tires for: • automobiles • trucks • buses • aircraft • motorcycles • earthmoving and mining equipment • farm implements • industrial equipment, and • various other applications. In each case, our tires are offered for sale to vehicle manufacturers for mounting as original equipment (“OE”) and for replacement worldwide.
Goodyear has a goal to introduce the industry’s first 100% sustainable material tire by 2030. 8 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS Set forth below are: (1) the names and ages of all executive officers of the Company at February 13, 2024, (2) all positions with the Company presently held by each such person, and (3) the positions held by, and principal areas of responsibility of, each such person during the last five years.
Goodyear has a goal to introduce the industry's first 100% sustainable material tire by 2030. 8 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS Set forth below are: (1) the names and ages of all executive officers of the Company at February 14, 2025, (2) all positions with the Company presently held by each such person, and (3) the positions held by, and principal areas of responsibility of, each such person during the last five years.
Name Position(s) Held Age Mark W. Stewart Chief Executive Officer and President 56 Mr. Stewart was named Chief Executive Officer and President on January 29, 2024. He is the principal executive officer of the Company. Mr.
Name Position(s) Held Age Mark W. Stewart Chief Executive Officer and President 57 Mr. Stewart was named Chief Executive Officer and President on January 29, 2024. He is the principal executive officer of the Company. Mr.
In certain geographic areas we also: • retread truck, aviation and off-the-road ("OTR") tires, • manufacture and sell tread rubber and other tire retreading materials, • sell chemical products, and/or • provide automotive and commercial repair services and miscellaneous other products and services. Our principal products are new tires for most applications.
In certain geographic areas we also: • retread truck, aviation and OTR tires, • manufacture and sell tread rubber and other tire retreading materials, • sell chemical products, and/or • provide automotive and commercial repair services and miscellaneous other products and services. Our principal products are new tires for most applications.
Delaney was named President, Europe, Middle East and Africa in September 2017. He is the executive officer responsible for Goodyear’s operations in Europe, the Middle East and Africa. Mr. Delaney joined Goodyear in 2015. Nathaniel Madarang President, Asia Pacific 53 Mr. Madarang was named President, Asia Pacific in March 2021.
Delaney President, Europe, Middle East and Africa 63 Mr. Delaney was named President, Europe, Middle East and Africa in September 2017. He is the executive officer responsible for Goodyear’s operations in Europe, the Middle East and Africa. Mr. Delaney joined Goodyear in 2015. Nathaniel Madarang President, Asia Pacific 54 Mr. Madarang was named President, Asia Pacific in March 2021.
Our products sold in the United States are subject to Federal Motor Vehicle Safety Standards (“FMVSS”) promulgated and enforced by the National Highway Traffic Safety Administration (“NHTSA”), which has established various standards and 3 Table of Contents regulations applicable to tires sold in the United States and tires sold in a foreign country that are identical or substantially similar to tires sold in the United States.
Our products sold in the United States are subject to Federal Motor Vehicle Safety Standards (“FMVSS”) promulgated and enforced by the National Highway Traffic Safety Administration (“NHTSA”), which has established various standards and regulations applicable to tires sold in the United States and tires sold in a foreign country that are identical or substantially similar to tires sold in the United States.
Approximately 86% of our sales in 2023, 86% in 2022 and 85% in 2021 were for tire units. Sales of chemical products to unaffiliated customers were 2% of our consolidated sales in 2023 and 3% in 2022 and 2021 (4%, 5% and 6% of Americas total sales in 2023, 2022 and 2021, respectively).
Approximately 85% of our sales in 2024 and 86% in 2023 and 2022 were for tire units. Sales of chemical products to unaffiliated customers were 3% of our consolidated sales in 2024, 2% in 2023 and 3% in 2022 (5%, 4% and 5% of Americas total sales in 2024, 2023 and 2022, respectively).
Americas' commercial business launched new tires under the Goodyear RangeMax line, providing a regional drive tire for emerging commercial electric vehicles and new premium retread products under the Fuel Max, ArmorMax and UrbanMax lines for both regional and extreme mixed service customers.
Americas' commercial business launched new tires under the Goodyear RangeMax line, providing a regional drive tire for emerging commercial electric vehicles and new 3 Table of Contents premium retread products under the Fuel Max, ArmorMax and UrbanMax lines for both regional and extreme mixed service customers.
Markets and Other Information Tire unit sales to replacement and OE customers served by Asia Pacific during the periods indicated were: ASIA PACIFIC UNIT SALES — REPLACEMENT AND OE Year Ended December 31, (In millions of tires) 2023 2022 2021 Replacement tire units 20.2 20.4 19.8 OE tire units 15.9 14.0 10.9 Total tire units 36.1 34.4 30.7 Asia Pacific’s major competitors are Bridgestone and Michelin along with many other global brands present in different parts of the region, including Continental, Dunlop, Hankook and a large number of regional and local tire producers.
Markets and Other Information Tire unit sales to replacement and OE customers served by Asia Pacific during the periods indicated were: ASIA PACIFIC UNIT SALES — REPLACEMENT AND OE Year Ended December 31, (In millions of tires) 2024 2023 2022 Replacement tire units 18.1 20.2 20.4 OE tire units 18.0 15.9 14.0 Total tire units 36.1 36.1 34.4 Asia Pacific’s major competitors are Bridgestone and Michelin along with many other global brands present in different parts of the region, including Continental, Dunlop, Hankook and a large number of regional and local tire producers.
Cooper brand radial passenger tire lines sold throughout Americas include those sold under the Mastercraft and Mickey Thompson brands.
Cooper brand radial passenger tire lines sold throughout Americas include those sold under the Cooper and Mastercraft brands.
The percentages of each segment’s sales attributable to tire units during the periods indicated were: Year Ended December 31, Tire Unit Sales 2023 2022 2021 Americas 84 % 84 % 82 % Europe, Middle East and Africa 88 88 89 Asia Pacific 95 94 93 Each segment exports tires to other segments.
The percentages of each segment’s sales attributable to tire units during the periods indicated were: Year Ended December 31, Tire Unit Sales 2024 2023 2022 Americas 82 % 84 % 84 % Europe, Middle East and Africa 87 88 88 Asia Pacific 95 95 94 Each segment exports tires to other segments.
He is the executive officer responsible for Goodyear’s operations in Asia, Australia, New Zealand and the Western Pacific. Mr. Madarang joined Goodyear in 2008 and has served as Vice President, Finance, Asia Pacific (July 2018 to September 2019) and Managing Director, China (October 2019 to February 2021). Laura P. Duda Senior Vice President and Chief Communications Officer 54 Ms.
He is the executive officer responsible for Goodyear’s operations in Asia, Australia, New Zealand and the Western Pacific. Mr. Madarang joined Goodyear in 2008 and has served as Managing Director, China (October 2019 to February 2021). Laura P. Duda Senior Vice President and Chief Communications Officer 55 Ms.
Supplies of such fuels and commodities have been and are expected to continue to be available to us in quantities sufficient to satisfy our anticipated requirements, subject to spot shortages. Human Capital Management At December 31, 2023, we employed approximately 71,000 full-time and temporary associates throughout the world, including approximately 39,700 associates covered under collective bargaining agreements.
Supplies of such fuels and commodities have been and are expected to continue to be available to us in quantities sufficient to satisfy our anticipated requirements, subject to spot shortages. Human Capital Management At December 31, 2024, we employed approximately 68,000 full-time and temporary associates throughout the world, including approximately 38,000 associates covered under collective bargaining agreements.
Markets and Other Information Tire unit sales to replacement and OE customers served by Americas during the periods indicated were: AMERICAS UNIT SALES — REPLACEMENT AND OE Year Ended December 31, (In millions of tires) 2023 2022 2021 Replacement tire units 73.2 80.5 72.6 OE tire units 14.1 14.5 13.3 Total tire units 87.3 95.0 85.9 Americas is a major supplier of tires to most manufacturers of automobiles, trucks, buses, aircraft, and earthmoving, mining and industrial equipment that have production facilities located in the Americas.
Markets and Other Information Tire unit sales to replacement and OE customers served by Americas during the periods indicated were: AMERICAS UNIT SALES — REPLACEMENT AND OE Year Ended December 31, (In millions of tires) 2024 2023 2022 Replacement tire units 66.6 73.2 80.5 OE tire units 15.0 14.1 14.5 Total tire units 81.6 87.3 95.0 Americas is a major supplier of tires to most manufacturers of automobiles, trucks, buses, aircraft, and earthmoving, mining and industrial equipment that have production facilities located in the Americas.
We own, control or use approximately 1,600 different trademarks, including several using the word “Goodyear,” the word “Dunlop” or the word “Cooper.” Approximately 9,200 registrations and 300 pending applications worldwide protect these trademarks.
We own, control or use approximately 1,500 different trademarks, including several using the word “Goodyear,” the word “Dunlop” or the word “Cooper.” Approximately 9,100 registrations and 300 pending applications worldwide protect these trademarks.
Diversity and Inclusion — A diverse workforce is critical to our long-term success. Embracing and valuing differences allows us to attract top talent, improve associate satisfaction and engagement, foster innovation, and meld varying experiences and perspectives to drive enhanced customer service, business creativity and decision-making.
Engagement and Inclusion — An engaged and inclusive workforce is critical to our long-term success. Embracing and valuing differences allows us to attract top talent, improve associate satisfaction and engagement, foster innovation, and meld varying experiences and perspectives to drive enhanced customer service, business creativity and decision-making.
Zamarro was named Executive Vice President and Chief Financial Officer on January 1, 2023. She is Goodyear’s principal financial officer. Ms. Zamarro joined Goodyear in 2007 and has served as Vice President, FP&A and Investor Relations (April 2018 to April 2020) and Vice President, Finance and Treasurer (May 2020 to December 31, 2022). Stephen R. McClellan President, Americas 58 Mr.
Zamarro was named Executive Vice President and Chief Financial Officer on January 1, 2023. She is Goodyear’s principal financial officer. Ms. Zamarro joined Goodyear in 2007 and has served as Vice President, FP&A and Investor Relations (April 2018 to April 2020) and Vice President, Finance and Treasurer (May 2020 to December 31, 2022). Ryan Waldron President, Americas 52 Mr.
Americas also manufactures and sells several lines of Kelly brand radial tires for passenger cars and light trucks including the Kelly Edge A/S, Edge HP and Edge AT. Our Americas commercial business provides commercial truck tires, retreads, services and business solutions to trucking fleets. Cooper brand commercial tires sold throughout Americas include those sold under the Roadmaster brand.
Americas also manufactures and sells several lines of Kelly brand radial tires for passenger cars and light trucks including the Kelly Edge Touring Plus, Edge Sport and Safari AT. Our Americas commercial business provides commercial truck tires, retreads, services and business solutions to trucking fleets. Cooper brand commercial tires sold throughout Americas include those sold under the Roadmaster brand.
We operate approximately 950 retail outlets where we offer our products for sale to consumer and commercial customers and provide repair and other services. We manufacture our products in 55 manufacturing facilities in 22 countries, including the United States, and we have marketing operations in almost every country around the world. We employ approximately 71,000 full-time and temporary associates worldwide.
We operate approximately 800 retail outlets where we offer our products for sale to consumer and commercial customers and provide repair and other services. We manufacture our products in 53 manufacturing facilities in 20 countries, including the United States, and we have marketing operations in almost every country around the world. We employ approximately 68,000 full-time and temporary associates worldwide.
Approximately 20,000 of our associates outside of the United States are covered by union contracts that currently have expired or that will expire in 2024, primarily in Luxembourg, Poland, Brazil, Mexico, China, Slovenia, Turkey, India and Serbia. Unions represent a major portion of our associates in the United States and Europe.
Approximately 22,000 of our associates outside of the United States are covered by union contracts that currently have expired or that will expire in 2025, primarily in Germany, Poland, Brazil, Mexico, China, Slovenia, Turkey, Chile, Serbia and India. Unions represent a major portion of our associates in the United States and Europe.
This starts with attracting top diverse talent and is followed by fostering inclusion, promoting equity through global inclusive leader training, offering opportunities for skill and career development, supporting health and wellness, providing a safe and healthy workplace, making a positive impact in our communities, and expecting our associates to know and comply with our compliance and ethics policies.
This starts with attracting top talent and is followed by fostering inclusion, promoting engagement, offering opportunities for skill and career development, supporting health and wellness, providing a safe and healthy workplace, making a positive impact in our communities, and expecting our associates to know and comply with our compliance and ethics policies.
Americas manufactures tires in eight plants in the United States, two plants in Canada and six plants in Brazil, Chile, Colombia, Mexico and Peru. 2 Table of Contents Americas manufactures and sells tires for automobiles, trucks, buses, earthmoving, mining and industrial equipment, aircraft, and various other applications.
Americas manufactures tires in eight plants in the United States, two plants in Canada, two plants in Mexico and four plants in Brazil, Chile, Colombia and Peru. Americas manufactures and sells tires for automobiles, trucks, buses, earthmoving, mining and industrial equipment, aircraft, and various other applications.
We have several continuing programs designed to ensure compliance with foreign, federal, state and local environmental and occupational safety and health laws and regulations. We expect capital expenditures for pollution control facilities and occupational safety and health projects to be approximately $80 million in both 2024 and 2025.
We have several continuing programs designed to ensure compliance with foreign, federal, state and local environmental and occupational safety and health laws and regulations. We expect capital expenditures for pollution control facilities and occupational safety and health projects to be approximately $50 million and $45 million in 2025 and 2026, respectively.
Tire unit sales for each segment during the periods indicated were: GOODYEAR’S ANNUAL TIRE UNIT SALES — SEGMENT Year Ended December 31, (In millions of tires) 2023 2022 2021 Americas 87.3 95.0 85.9 Europe, Middle East and Africa 49.9 55.1 52.7 Asia Pacific 36.1 34.4 30.7 Goodyear worldwide tire units 173.3 184.5 169.3 Our replacement and OE tire unit sales during the periods indicated were: GOODYEAR’S ANNUAL TIRE UNIT SALES — REPLACEMENT AND OE Year Ended December 31, (In millions of tires) 2023 2022 2021 Replacement tire units 130.2 143.9 134.1 OE tire units 43.1 40.6 35.2 Goodyear worldwide tire units 173.3 184.5 169.3 New tires are sold under highly competitive conditions throughout the world.
Tire unit sales for each segment during the periods indicated were: GOODYEAR’S ANNUAL TIRE UNIT SALES — SEGMENT Year Ended December 31, (In millions of tires) 2024 2023 2022 Americas 81.6 87.3 95.0 Europe, Middle East and Africa 48.9 49.9 55.1 Asia Pacific 36.1 36.1 34.4 Goodyear worldwide tire units 166.6 173.3 184.5 2 Table of Contents Our replacement and OE tire unit sales during the periods indicated were: GOODYEAR’S ANNUAL TIRE UNIT SALES — REPLACEMENT AND OE Year Ended December 31, (In millions of tires) 2024 2023 2022 Replacement tire units 120.7 130.2 143.9 OE tire units 45.9 43.1 40.6 Goodyear worldwide tire units 166.6 173.3 184.5 New tires are sold under highly competitive conditions throughout the world.
In 2023, our net sales were $20,066 million and Goodyear net loss was $689 million. We develop, manufacture, distribute and sell tires for most applications. We also manufacture and sell rubber-related chemicals for various applications. We are one of the world’s largest operators of commercial truck service and tire retreading centers.
In 2024, our net sales were $18,878 million and Goodyear net income was $70 million. We develop, manufacture, distribute and sell tires for most applications. We also manufacture and sell rubber-related chemicals for various applications. We are one of the world’s largest operators of commercial truck service and tire retreading centers.
Stewart joined Goodyear from Stellantis N.V., a leading global automaker and provider of innovative mobility solutions, where he served as Chief Operating Officer of North America and a member of the Group Executive Council from December 2018 to January 2024. Darren R. Wells Executive Vice President and Chief Administrative Officer 58 Mr.
Stewart joined Goodyear from Stellantis N.V., a leading global automaker and provider of innovative mobility solutions, where he served as Chief Operating Officer of North America and a member of the Group Executive Council from December 2018 to January 2024. Christina L. Zamarro Executive Vice President and Chief Financial Officer 53 Ms.
Additionally, we offer Dunlop brand radial tire lines, including Signature and SP Sport for the passenger and performance segments; Grandtrek tires for the cross-over and sport utility vehicle and light truck segments; and SP Winter, Winter Maxx and Grandtrek tires for the winter tire segment.
We also offer Mickey Thompson brand radial tire lines, including the Baja family of product lines and Street Comp for the light truck, off-road and performance enthusiast segments; Additionally, we offer Dunlop brand radial tire lines, including the Signature and SP Sport family for the passenger and performance segments; Grandtrek tires for the cross-over and sport utility vehicle and light truck segments; and Winter Maxx tires for the winter tire segment.
We continue to focus on the resiliency of our supply chain by developing alternative, sustainable material sources and increasing our use of sustainable materials that deliver product performance while meeting our high standards of quality and safety. We also select suppliers that uphold fair working conditions, use sustainable harvesting practices and share our values.
We continue to focus on the resiliency of our supply chain and business by developing sustainable material sources and increasing our use of sustainable materials that deliver product performance while meeting our high standards of quality and safety.
Approximately 5,300 of our associates in the 5 Table of Contents United States are covered by a master collective bargaining agreement between Goodyear and the United Steelworkers ("USW"), which expires in July 2026.
Approximately 5,100 of our associates in the United States are covered by a master collective bargaining agreement between Goodyear and the United Steelworkers ("USW"), which expires in July 2026. Approximately 2,000 of our associates at our Texarkana and Findlay plants in the United States are covered by separate collective bargaining agreements with the USW, which expire in October 2028.
Markets and Other Information Tire unit sales to replacement and OE customers served by EMEA during the periods indicated were: EUROPE, MIDDLE EAST AND AFRICA UNIT SALES — REPLACEMENT AND OE Year Ended December 31, (In millions of tires) 2023 2022 2021 Replacement tire units 36.8 43.0 41.7 OE tire units 13.1 12.1 11.0 Total tire units 49.9 55.1 52.7 EMEA is a significant supplier of tires to most vehicle manufacturers across the region.
EMEA also enhanced its commercial tire portfolio in premium and quality segments, including the introduction of the Goodyear EQMAX and EQMAX ULTRA tire range, a more sustainable truck tire that is intended to meet the evolving demands of the transportation industry. 4 Table of Contents Markets and Other Information Tire unit sales to replacement and OE customers served by EMEA during the periods indicated were: EUROPE, MIDDLE EAST AND AFRICA UNIT SALES — REPLACEMENT AND OE Year Ended December 31, (In millions of tires) 2024 2023 2022 Replacement tire units 36.0 36.8 43.0 OE tire units 12.9 13.1 12.1 Total tire units 48.9 49.9 55.1 EMEA is a significant supplier of tires to most vehicle manufacturers across the region.
Goodyear strives to be at the forefront of corporate wellness, and that goal is the driver behind our “GoodLife” wellness program, which fosters a culture of wellness for all Goodyear associates and their families. To meet the needs of our diverse workforce and their dependents, we offer varying robust benefits packages for our full-time and part-time associates globally.
Goodyear strives to be at the forefront of corporate wellness, and that goal is the driver behind our “GoodLife” wellness program, which fosters a culture of 6 Table of Contents wellness for all Goodyear associates and their families.
Approximately 2,200 of our associates at our Texarkana and Findlay plants in the United States are covered by separate collective bargaining agreements with the USW, which expire in June 2024. In addition, approximately 800 of our associates in the United States are covered by other contracts with the USW and various other unions.
In addition, approximately 800 of our associates in the United States are covered by other contracts with the USW and various other unions.
Snyder was named Vice President and Controller on March 31, 2023. She is Goodyear's principal accounting officer. Ms. Snyder joined Goodyear in 2020 and has served as Director, Corporate Accounting and Financial Reporting (April 2020 to November 2022) and Controller, Latin America (December 2022 to March 2023). Prior to joining Goodyear, Ms.
Snyder joined Goodyear in 2020 and has served as Director, Corporate Accounting and Financial Reporting (April 2020 to November 2022) and Controller, Latin America (December 2022 to March 2023). Prior to joining Goodyear, Ms. Snyder was Senior Manager, Accounting & Auditing, at Ernst & Young LLP from October 2015 to April 2020.
The move to a low-carbon economy creates growth opportunities within the tire industry that we are well positioned to leverage through our continued innovation.
Companies in the transportation sector are setting ambitious climate goals that require the support of the entire supply chain to achieve. The move to a low-carbon economy creates growth opportunities within the tire industry that we are positioned to leverage through our continued innovation.
Duda was named Senior Vice President and Chief Communications Officer in January 2019. She is the executive officer responsible for Goodyear’s communications activities worldwide. Ms. Duda joined Goodyear in 2016. Christopher P. Helsel Senior Vice President, Global Operations and Chief Technology Officer 58 Mr. Helsel was named Senior Vice President, Global Operations and Chief Technology Officer in March 2021.
Duda was named Senior Vice President and Chief Communications Officer in January 2019. She is the executive officer responsible for Goodyear’s communications activities worldwide. Ms. Duda joined Goodyear in 2016. Nicole Gray Senior Vice President and Chief Human Resources Officer 47 Ms. Gray was named Senior Vice President and Chief Human Resources Officer on July 1, 2024.
We have approximately 400 applications for United States patents pending and approximately 600 patent applications on file in other countries around the world.
Patents and Trademarks We own approximately 1,600 product, process and equipment patents issued by the United States Patent Office and approximately 4,100 patents issued or granted in other countries around the world. We have approximately 300 applications for United States patents pending and approximately 600 patent applications on file in other countries around the world.
Each executive officer is elected by the Board of Directors of the Company at its annual meeting to a term of one year or until his or her successor is duly elected. In those instances where the person is elected at other than an annual meeting, such person’s term will expire at the next annual meeting. 10 Table of Contents
In those instances where the person is elected at other than an annual meeting, such person’s term will expire at the next annual meeting. 10 Table of Contents
We require our global salaried associates to complete training annually on our Business Conduct Manual and periodically on subjects such as workplace respect (including discrimination and harassment), financial integrity, privacy and data protection, competition law, anti-corruption and anti-bribery, and being a compliance leader. 6 Table of Contents Patents and Trademarks We own approximately 1,700 product, process and equipment patents issued by the United States Patent Office and approximately 4,400 patents issued or granted in other countries around the world.
We require our global salaried associates to complete training annually on our Business Conduct Manual and periodically on subjects such as workplace respect (including discrimination and harassment), financial integrity, privacy and data protection, competition law, anti-corruption and anti-bribery, and being a compliance leader.
We purchase most raw materials and components in significant quantities from several suppliers, except in those instances where only one or a few qualified sources are available. The inflationary cost pressures on raw materials that we experienced in 2022 and the first half of 2023 eased in the second half of 2023.
We purchase most raw materials and components in significant quantities from several suppliers, except in those instances where only one or a few qualified sources are available. Raw material costs were lower in 2024 as compared to 2023; however, were higher in the fourth quarter of 2024 as compared to the fourth quarter of 2023.
Workforce Safety and Wellness — Our vision is to have the safest operations in the world. We have established a goal of eliminating all serious injuries and fatalities in our workplace. To reduce the risk of serious injuries we invest in systems that enable us to receive reliable and structured data to enable decision making.
To reduce the risk of serious injuries we invest in systems that enable us to receive reliable and structured data to enable decision making.
Asia Pacific manufactures tires in nine plants in China, India, Indonesia, Japan, Malaysia and Thailand. Asia Pacific also: • retreads truck tires and aviation tires, • manufactures tread rubber and other tire retreading materials for aviation tires, • provides automotive maintenance and repair services at Company-owned retail outlets, and • provides miscellaneous other products and services.
Asia Pacific also: • retreads truck tires and aviation tires, • manufactures tread rubber and other tire retreading materials for aviation tires, • provides automotive maintenance and repair services through a network of licensed and franchised retail stores, and • provides miscellaneous other products and services.
In 2023, EMEA launched a number of new consumer tires under the Goodyear, Dunlop, Debica, Sava and Fulda brands, including the Goodyear Ultra Grip Performance 3 for the winter high-performance segment, the Goodyear Efficient Grip Compact 2 for the summer segment and the Goodyear Ultra Grip Ice 3 for the Nordic ice segment.
In 2024, EMEA launched a number of new consumer tires under the Goodyear, Dunlop, Debica, Sava, Avon and Fulda brands, including the Goodyear Eagle F1 Asymmetric 6 for the summer SUV and EV segments, the Goodyear Eagle Sport 2 SUV and the Eagle Sport 2 UHP for the summer high-performance segment in emerging markets and the Dunlop All Season 2 for the all-season segment.
The Tire Labeling Regulation applies to all passenger car, light truck and commercial truck tires and requires that consumers be informed about the tire's fuel efficiency, wet grip and noise characteristics. 4 Table of Contents A SIA P ACIFIC Our Asia Pacific segment develops, manufactures, distributes and sells tires for automobiles, trucks, buses, aircraft, farm, and earthmoving, mining and industrial equipment throughout the Asia Pacific region, and sells tires to various export markets, primarily through intersegment sales.
A SIA P ACIFIC Our Asia Pacific segment develops, manufactures, distributes and sells tires for automobiles, trucks, buses, aircraft, farm, and earthmoving, mining and industrial equipment throughout the Asia Pacific region, and sells tires to various export markets, primarily through intersegment sales. Asia Pacific manufactures tires in seven plants in China, India, Indonesia and Thailand.
Bribery Act and other local laws prohibiting corrupt payments to governmental officials, data privacy laws such as the European Union's General Data Protection Regulation ("GDPR"), tax laws, and accounting, internal control and disclosure requirements.
Bribery Act and other local laws prohibiting corrupt payments to governmental officials, data privacy laws such as the European Union's General Data Protection Regulation ("GDPR"), tax laws, and accounting, internal control and disclosure requirements. 7 Table of Contents Refer to “Description of Goodyear’s Business – Americas” and “Description of Goodyear’s Business – Europe, Middle East and Africa” included in this Item 1, “Business” for information regarding compliance with government regulations in each of those segments.
McClellan was named President, Americas in January 2016. He is the executive officer responsible for Goodyear's operations in North, Central and South America. Mr. McClellan joined Goodyear in 1988. Mr. McClellan has announced his retirement effective April 1, 2024. Christopher R. Delaney President, Europe, Middle East and Africa 62 Mr.
Waldron was named President, Americas on April 19, 2024. He is the executive officer responsible for Goodyear's operations in North, Central and South America. Mr. Waldron joined Goodyear in 2003 and has served as Vice President, Global Off-Highway and Chemical Operations (January 2020 to April 2023) and President, North America Consumer (April 2023 to April 2024). Christopher R.
Tires are sold through a network of licensed and franchised retail stores and multi-brand retailers through a network of wholesale dealers as well as through an increasing number of on-line outlets. In Australia, we also operate a network of approximately 100 retail stores, primarily under the Beaurepaires brand.
Tires are sold through a network of licensed and franchised retail stores and multi-brand retailers through a network of wholesale dealers as well as through an increasing number of on-line outlets. 5 Table of Contents GENERAL BUSINESS INFORMATION Sources and Availability of Raw Materials The principal raw materials used by Goodyear are synthetic and natural rubber.
Refer to “Description of Goodyear’s Business – Americas” and “Description of Goodyear’s Business – Europe, Middle East and Africa” included in this Item 1, “Business” for information regarding compliance with government regulations in each of those segments. 7 Table of Contents Climate Change and Sustainability We are committed to reaching net-zero greenhouse gas (GHG) emissions across our value chain by 2050 from a 2019 base year.
Climate Change and Sustainability We are committed to reaching net-zero greenhouse gas (GHG) emissions across our value chain by 2050 from a 2019 base year.
We maintain strong relationships with our supply chain partners which, coupled with our global scale, can be leveraged to either avoid or minimize climate-related supply chain disruptions. Climate change poses risks that could adversely impact our operations, including risks related to our plans to continue to develop and supply the types of products, services and technologies requested by consumers.
We maintain strong relationships with our supply chain partners which, coupled with our global scale, can be leveraged to either avoid or minimize climate-related supply chain disruptions. Additionally, we have established a robust process that uses internal and external insights to identify, assess and report climate-related risks and opportunities.
He is the executive officer responsible for Goodyear’s global operations and research and development activities. Mr. Helsel joined Goodyear in 1996 and has served as Vice President and Chief Technology Officer (September 2017 to February 2019) and Senior Vice President and Chief Technology Officer (February 2019 to February 2021). David E. Phillips Senior Vice President and General Counsel 48 Mr.
Helsel joined Goodyear in 1996 and has served as Senior Vice President and Chief Technology Officer (February 2019 to February 2021) and Senior Vice President, Global Operations and Chief Technology Officer (March 2021 to January 12, 2025). Don Metzelaar Senior Vice President, Global Manufacturing and Supply Chain 54 Mr.
Phillips was named Senior Vice President and General Counsel in June 2019. He is Goodyear's chief legal officer. Mr. Phillips joined Goodyear in 2011 and has served as Associate General Counsel, Americas (September 2016 to June 2019). 9 Table of Contents Name Position(s) Held Age Gary S. VanderLind Senior Vice President and Chief Human Resources Officer 61 Mr.
Phillips was named Senior Vice President and General Counsel in June 2019. He is Goodyear's chief legal officer. Mr. Phillips joined Goodyear in 2011. Margaret V. Snyder Vice President and Controller 40 Ms. Snyder was named Vice President and Controller in March 2023. She is Goodyear's principal accounting officer. Ms.
VanderLind was named Senior Vice President and Chief Human Resources Officer in February 2019. He is the executive officer responsible for Goodyear’s global human resources activities. Mr. VanderLind joined Goodyear in 1985 and has served as Vice President, Human Resources - Americas (September 2016 to January 2019). Margaret V. Snyder Vice President and Controller 39 Ms.
Metzelaar joined Goodyear and was named Senior Vice President, Global Manufacturing and Supply Chain, on January 13, 2025. He is the executive officer responsible for Goodyear’s global manufacturing and supply chain activities. Prior to joining Goodyear, Mr. Metzelaar was employed by several global industrial manufacturers, including as Vice President, Global Supply Chain Strategy & Transformation at Honeywell International Inc.
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DESCRIPTION OF GOODYEAR’S BUSINESS On June 7, 2021 (the "Closing Date"), we completed our acquisition of Cooper Tire & Rubber Company ("Cooper Tire") for cash and stock consideration totaling approximately $3.1 billion. Cooper Tire’s results of operations have been included in our consolidated financial statements since the Closing Date.
Added
On January 7, 2025, we entered into a Purchase Agreement (the “Dunlop Purchase Agreement”) with Sumitomo Rubber Industries, Ltd. (“SRI”) relating to the sale of 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.
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In 2023, Americas launched several new consumer tires under the Goodyear and Cooper brands, including the Goodyear Wrangler DuraTrac RT, the Goodyear Wrangler Boulder MT, the Goodyear EcoReady, the Cooper ProControl, the Cooper Cobra Instinct and the Cooper Discover Road+Trail AT.
Added
SRI will also pay us an up-front transition support fee of $105 million for our support in transitioning the Dunlop brand, related intellectual property and Dunlop customers to SRI. SRI will also acquire our existing Dunlop tire inventory.
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EMEA also enhanced its commercial tire portfolio in all product tiers. The Goodyear UrbanMax Commuter has been introduced to address the inter-city people mobility segment, while the Goodyear FuelMax Endurance range, providing better fuel efficiency and lower CO2 emissions across more applications, has been further extended to additional sizes.
Added
The Dunlop Purchase Agreement also contemplates entering 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 for an initial period from the closing of the transaction until December 31, 2025, which may be extended to December 31, 2026, and during which we will pay SRI a royalty on such Dunlop sales but will otherwise retain all profits therefrom; (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, subject to the terms and conditions set forth therein; 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
In 2023, Asia Pacific released new consumer tires under the Goodyear brand for the premium on and off road market segment, including the Goodyear Wrangler DuraTrac RT, the Goodyear Eagle F1 Asymmetric 6 for the ultra-high performance segment, and the Goodyear Assurance MaxGuard for mainstream passenger vehicles.
Added
The transaction is subject to customary closing conditions, including the receipt of required regulatory approvals. On February 3, 2025, we completed the sale of our OTR tire business to The Yokohama Rubber Company, Limited (“Yokohama”) pursuant to the terms of the Share and Asset Purchase Agreement, dated as of July 22, 2024 (the “OTR Purchase Agreement”).
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During 2023, we approved a rationalization plan in Asia Pacific to improve profitability in our Australia and New Zealand operations which is expected to lead to the sale or exit of these retail and fleet store locations. GENERAL BUSINESS INFORMATION Sources and Availability of Raw Materials The principal raw materials used by Goodyear are synthetic and natural rubber.
Added
Pursuant to the OTR Purchase Agreement, Yokohama acquired the Company’s OTR business for a purchase price of $905 million in cash, subject to certain adjustments set forth in the OTR Purchase Agreement.
Removed
We continue to experience increased labor-related costs and manufacturing inefficiencies associated with the ongoing tight labor supply, particularly in the U.S. To address this issue, we have accelerated hiring as necessary, increased training capacity and started to adjust future investment plans to consider not just the cost, but also the availability of qualified workers.
Added
In conjunction with the sale of the OTR business, we entered into several ancillary agreements, including a product supply agreement, pursuant to which we will supply to Yokohama certain OTR tires for an initial period of up to 5 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, 1 Table of Contents beginning no earlier than the 2nd anniversary of closing of the transaction, the production of those OTR tires will transition to Yokohama’s facilities.
Removed
Companies in the transportation sector are setting ambitious climate goals that require the support of the entire supply chain to achieve. Additionally, we have established a robust process that uses internal and external insights to identify, assess and report climate-related risks and opportunities.
Added
In 2024, Americas launched several new consumer tires under the Goodyear, Cooper, Kelly and Mastercraft brands, including the Goodyear Assurance WeatherReady 2, the Goodyear ElectricDrive 2, the Goodyear Ultra Grip Performance 3, the Cooper Discoverer Stronghold AT, the Kelly Safari AT and the Mastercraft Avenger.
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Our technology teams work to investigate and incorporate new technologies and materials, including renewable and recycled materials, into our products.
Added
The Tire Labeling Regulation applies to all passenger car, light truck and commercial truck tires and requires that consumers be informed about the tire's fuel efficiency, wet grip and noise characteristics.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

40 edited+15 added−2 removed146 unchanged
However, 11 Table of Contents in spite of these initiatives, we may not be able to meet all of the demand for certain of our higher margin tires, which could harm our competitive position and limit our growth. We cannot assure you that our strategic initiatives will be successful.
However, in spite of these initiatives, we may not be able to meet all of the demand for certain of our higher margin tires, which could harm our competitive position and limit our growth. 11 Table of Contents We cannot assure you that our strategic initiatives will be successful.
Our international operations are subject to certain inherent risks, including: • exposure to local economic conditions; • adverse foreign currency fluctuations; • adverse currency exchange controls; • withholding taxes and restrictions on the withdrawal of foreign investment and earnings; • tax policies and regulations; 13 Table of Contents • labor regulations; • tariffs; • government price and profit margin controls; • expropriations of property; • adverse changes in the diplomatic relations of foreign countries with the United States; • the potential instability of foreign governments; • hostility from local populations and insurrections or armed conflicts; • risks of renegotiation or modification of existing agreements with governmental authorities; • export and import restrictions; and • other changes in laws or government policies.
Our international operations are subject to certain inherent risks, including: • exposure to local economic conditions; • adverse foreign currency fluctuations; • adverse currency exchange controls; • withholding taxes and restrictions on the withdrawal of foreign investment and earnings; • tax policies and regulations; • labor regulations; • tariffs; • government price and profit margin controls; • expropriations of property; 14 Table of Contents • adverse changes in the diplomatic relations of foreign countries with the United States; • the potential instability of foreign governments; • hostility from local populations and insurrections or armed conflicts; • risks of renegotiation or modification of existing agreements with governmental authorities; • export and import restrictions; and • other changes in laws or government policies.
To begin to address this competitive disadvantage, we are closing several high-cost manufacturing facilities and curtailing production of tires for declining, less profitable segments of the tire market.
To address this competitive disadvantage, we are closing several high-cost manufacturing facilities and curtailing production of tires for declining, less profitable segments of the tire market.
For example, it could: • make it more difficult for us to satisfy our obligations; • impair our ability to obtain financing in the future for working capital, capital expenditures, research and development, acquisitions or general corporate requirements; • increase our vulnerability to adverse economic and industry conditions; • limit our ability to use cash flows from operating activities in other areas of our business or to return cash to shareholders because we would need to dedicate a substantial portion of these funds for payments on our indebtedness; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and • place us at a competitive disadvantage compared to our competitors.
For example, it could: • make it more difficult for us to satisfy our obligations; • impair our ability to obtain financing in the future for working capital, capital expenditures, research and development, acquisitions or general corporate requirements; 17 Table of Contents • increase our vulnerability to adverse economic and industry conditions; • limit our ability to use cash flows from operating activities in other areas of our business or to return cash to shareholders because we would need to dedicate a substantial portion of these funds for payments on our indebtedness; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and • place us at a competitive disadvantage compared to our competitors.
Deterioration of global or regional economic conditions, including recession, financial instability, inflation, labor shortages or energy availability and costs (including fuel surcharges), could negatively impact our business and our results of operations. A prolonged economic downturn can adversely affect OE production levels and consumer spending habits on replacement tires, resulting in lower-than-expected net sales.
Deterioration of global or regional economic conditions, including recession, financial instability, inflation, labor shortages or energy availability and costs (including fuel surcharges), could negatively impact our business and our results of operations. A prolonged economic downturn can adversely affect OE production levels and consumer spending habits on replacement tires, 13 Table of Contents resulting in lower-than-expected net sales.
This landscape includes legislative proposals recently adopted or currently pending in the United States, at both the federal and state levels, as well as in other jurisdictions, 18 Table of Contents implementing new or additional requirements for data protection that could further increase compliance costs, the cost and complexity of delivering our products and services, and significantly affect our business.
This landscape includes legislative proposals recently adopted or currently pending in the United States, at both the federal and state levels, as well as in other jurisdictions, implementing new or additional requirements for data protection that could further increase compliance costs and the cost and complexity of delivering our products and services, and could significantly affect our business.
If such an unfavorable decision were to occur, it could result in a material adverse impact on our financial position and results of operations in the period in which the decision occurs, or in future periods. 19 Table of Contents The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations, including with respect to transfer pricing.
If such an unfavorable decision were to occur, it could result in a material adverse impact on our financial position and results of operations in the period in which the decision occurs, or in future periods. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations, including with respect to transfer pricing.
If any of these events occur, we cannot assure you that we will have sufficient funds available to pay in full the total amount of obligations that become due as a result of any such acceleration, or that we will be able to find additional or alternative financing to refinance any such accelerated obligations.
If any of these events occur, we cannot assure you that we will have sufficient funds available 18 Table of Contents to pay in full the total amount of obligations that become due as a result of any such acceleration, or that we will be able to find additional or alternative financing to refinance any such accelerated obligations.
If we were subject to a significant adverse judgment or experienced an interruption or reduction in the availability of bonding capacity, we may be required to provide letters of credit or post cash collateral, which may have a material adverse effect on our liquidity. We have significant deferred tax assets.
If we were subject to a significant adverse judgment or experienced an interruption or reduction in the availability of bonding capacity, we may be required to provide letters of credit or post cash collateral, which may have a material adverse effect on our liquidity. 20 Table of Contents We have significant deferred tax assets.
Inflation, which has risen significantly, has and may continue to increase our operational costs, including labor, transportation and energy costs, and continued increases in interest rates in response to concerns about inflation may have the effect of further increasing economic uncertainty or creating recessionary economic conditions.
Inflation, which has risen significantly in recent years, has and may continue to increase our operational costs, including labor, transportation and energy costs, and increases in interest rates in response to concerns about inflation may have the effect of further increasing economic uncertainty or creating recessionary economic conditions.
There can also be no assurance that we will be able to enter into swap agreements or other hedging arrangements in the future if we desire to do so, or that any existing or future hedging arrangements will offset increases in interest rates. As of December 31, 2023, we had approximately $1.5 billion of variable rate debt outstanding.
There can also be no assurance that we will be able to enter into swap agreements or other hedging arrangements in the future if we desire to do so, or that any existing or future hedging arrangements will offset increases in interest rates. As of December 31, 2024, we had approximately $1.9 billion of variable rate debt outstanding.
At various times, some regions around the world may be more particularly impacted by these factors than other regions. Automotive production can also be affected by labor relation issues or shortages, financial difficulties or supply disruptions. Our OE customers could experience production disruptions resulting from their own or supplier labor, financial or supply difficulties.
At various times, some regions around the world may be more particularly impacted by these factors than other regions. 15 Table of Contents Automotive production can also be affected by labor relation issues or shortages, financial difficulties or supply disruptions. Our OE customers could experience production disruptions resulting from their own or supplier labor, financial or supply difficulties.
For further information regarding our contingent liabilities and tax matters, refer to Notes to the Consolidated Financial Statements No. 20, Commitments and Contingent Liabilities, and No. 7, Income Taxes. For further information regarding our accounting policies with respect to certain of our contingent liabilities and uncertain income tax positions, refer to “Item 7.
For further information regarding our contingent liabilities and tax matters, refer to Notes to the Consolidated Financial Statements No. 19, Commitments and Contingent Liabilities, and No. 6, Income Taxes. For further information regarding our accounting policies with respect to certain of our contingent liabilities and uncertain income tax positions, refer to “Item 7.
Automotive production and sales are highly cyclical and 14 Table of Contents sensitive to general economic conditions and other factors, such as credit availability, interest rates, fuel prices, and consumer preference and confidence. Economic declines that result in a significant reduction in automotive production would have an adverse effect on our sales to OE customers.
Automotive production and sales are highly cyclical and sensitive to general economic conditions and other factors, such as credit availability, interest rates, fuel prices, and consumer preference and confidence. Economic declines that result in a significant reduction in automotive production would have an adverse effect on our sales to OE customers.
In addition, plant construction and modernization may temporarily disrupt our manufacturing operations and lead to temporary increases in our costs. 12 Table of Contents A prolonged economic downturn or economic uncertainty could adversely affect our business and results of operations.
In addition, plant construction and modernization may temporarily disrupt our manufacturing operations and lead to temporary increases in our costs. A prolonged economic downturn or economic uncertainty could adversely affect our business and results of operations.
To the extent that our eligible accounts receivable and inventory and other components of the borrowing base decline in value, our borrowing base will decrease and the availability under that facility 17 Table of Contents may decrease below its stated amount.
To the extent that our eligible accounts receivable and inventory and other components of the borrowing base decline in value, our borrowing base will decrease and the availability under that facility may decrease below its stated amount.
We are a party to collective bargaining contracts with our labor unions, which represent a significant number of our employees, including our collective bargaining agreements with the USW. Our primary collective bargaining agreement with the USW, which covers approximately 5,300 of our associates in the United States at December 31, 2023, expires in July 2026.
We are a party to collective bargaining contracts with our labor unions, which represent a significant number of our employees, including our collective bargaining agreements with the USW. Our primary collective bargaining agreement with the USW, which covers approximately 5,100 of our associates in the United States at December 31, 2024, expires in July 2026.
Such losses could lead to an increase in the deductibles or cost of insurance for those facilities, a reduction of insurance available to us, or the unavailability of insurance on terms that are acceptable to us.
Such losses could lead to further increases in the deductibles or cost of insurance for those facilities, a reduction of insurance available to us, or the unavailability of insurance on terms that are acceptable to us.
Such losses could lead to an increase in the deductibles or cost of insurance for those facilities, a reduction of insurance available to us, or the unavailability of insurance on terms that are acceptable to us.
Such losses could lead to further increases in the deductibles or cost of insurance for those facilities, a reduction of insurance available to us, or the unavailability of insurance on terms that are acceptable to us.
Although sales to our OE customers accounted for approximately 17% of our net sales in 2023, demand for our products by OE customers and production levels at our facilities are impacted by automotive vehicle production.
Although sales to our OE customers accounted for approximately 18% of our net sales in 2024, demand for our products by OE customers and production levels at our facilities are impacted by automotive vehicle production.
For the year ended December 31, 2023, net foreign currency exchange losses were $87 million. We may be impacted by economic and supply disruptions associated with events beyond our control, such as war, including the current conflicts between Russia and Ukraine and between Israel and Hamas, acts of terror, political unrest, public health concerns, labor disputes or natural disasters.
For the year ended December 31, 2024, net foreign currency exchange losses were $9 million. We may be impacted by economic and supply disruptions associated with events beyond our control, such as war, including the current conflicts between Russia and Ukraine and in the Middle East, acts of terror, political unrest, public health concerns, labor disputes or natural disasters.
We may not be able to protect our intellectual property rights adequately. Our success depends in part upon our ability to use and protect our proprietary technology and other intellectual property, which generally covers various aspects of the design and manufacture of our products and processes. We own and use tradenames and trademarks worldwide.
Our success depends in part upon our ability to use and protect our proprietary technology and other intellectual property, which generally covers various aspects of the design and manufacture of our products and processes. We own and use tradenames and trademarks worldwide.
For the year ended December 31, 2023, foreign currency translation unfavorably affected sales by $169 million and unfavorably affected segment operating income by $23 million compared to the year ended December 31, 2022. The volatility of currency exchange rates may materially adversely affect our operating results.
For the year ended December 31, 2024, foreign currency translation unfavorably affected sales by $192 million and unfavorably affected segment operating income by $16 million compared to the year ended December 31, 2023. The volatility of currency exchange rates may materially adversely affect our operating results.
In addition, our ability to successfully market and sell our chemical business, the Dunlop brand and our OTR tire business is subject to prevailing general and industry-specific economic conditions and certain financial, business and other factors beyond our control.
In addition, our ability to successfully market and sell our chemical business is subject to prevailing general and industry-specific economic conditions and certain financial, business and other factors beyond our control.
Approximately 2,200 of our associates at our Texarkana and Findlay plants in the United States at December 31, 2023 are covered by separate collective bargaining agreements with the USW, which expire in June 2024.
Approximately 2,000 of our associates at our Texarkana and Findlay plants in the United States at December 31, 2024 are covered by separate collective bargaining agreements with the USW, which expire in October 2028.
In addition, approximately 20,000 of our associates outside of the United States are covered by union contracts that have expired or are expiring in 2024, primarily in Luxembourg, Poland, Brazil, Mexico, China, Slovenia, Turkey, India and Serbia.
In addition, approximately 22,000 of our associates outside of the United States are covered by union contracts that have expired or are expiring in 2025, primarily in Germany, Poland, Brazil, Mexico, China, Slovenia, Turkey, Chile, Serbia and India.
There can be no assurance that we would be able to reduce our fixed costs proportionately in response to a decline in our net sales and therefore our competitiveness could be significantly impacted.
There can be no assurance that we would be able to reduce our fixed costs proportionately in response to a decline in our net sales and therefore our competitiveness could be significantly impacted. As a result, a decline in our net sales could result in a higher percentage decline in our income from operations and net income.
We cannot assure you that we will be able to sell these assets or operations within the time frames set out in the Goodyear Forward plan or at all or, even if we were able to take such actions, that we could do so at prices and on terms that are acceptable to us.
We cannot assure you that we will be able to sell this business within the time frames set out in the Goodyear Forward plan or at all or, even if we were able to take such action, that we could do so at a price and on terms that are acceptable to us.
Compliance with the laws and regulations described above or any of the myriad of applicable foreign, federal, state and local laws and regulations currently in effect or that may be adopted in the future could materially adversely affect our competitive position, operating results, financial condition and liquidity.
Compliance with the laws and regulations described above or any of the myriad of applicable foreign, federal, state and local laws and regulations currently in effect or that may be adopted in the future could materially adversely affect our competitive position, operating results, financial condition and liquidity. 21 Table of Contents General Risk Factors We have foreign currency translation and transaction risks that may materially adversely affect our operating results, financial condition and liquidity.
To the extent that any system failure, accident or security or privacy breach results in material disruptions to our operations or the theft, loss or disclosure of, or damage to, material data or confidential information, our reputation, business, results of operations and financial condition could be materially adversely affected.
To the extent that any system failure, accident or security or privacy breach results in material disruptions to our operations or the theft, loss or disclosure of, or damage to, material data or confidential information, our reputation, business, results of operations and financial condition could be materially adversely affected. 19 Table of Contents We may not be able to protect our intellectual property rights adequately.
These U.S. and European regulations, rules adopted to implement these regulations, or other similar regulations that may be adopted in the United States, Europe or elsewhere in the future may require us to alter or increase our capital spending and research and development plans or cease the production of certain tires, which could have a material adverse effect on our operating results. 20 Table of Contents Laws and regulations governing environmental and occupational safety and health are complicated, change frequently and have tended to become stricter over time.
These U.S. and European regulations, rules adopted to implement these regulations, or other similar regulations that may be adopted in the United States, Europe or elsewhere in the future may require us to alter or increase our capital spending and research and development plans or cease the production of certain tires, which could have a material adverse effect on our operating results.
The imposition of new tariffs, changes in existing tariff rates, changes in or the repeal of trade agreements or other trade restrictions may reduce our flexibility to utilize our global manufacturing footprint to meet demand for our tires around the world.
The imposition of new tariffs, changes in existing tariff rates, changes in or the repeal of trade agreements or other trade restrictions, such as those the United States is considering with respect to Canada and Mexico, may reduce our flexibility to utilize our global manufacturing footprint to meet demand for our tires around the world.
Our inability to access the capital markets or incur additional debt in the future could have a material adverse effect on our liquidity and operations, and could require us to consider further measures, including deferring planned capital expenditures, reducing discretionary spending, selling additional assets and restructuring existing debt. 16 Table of Contents We have a substantial amount of debt, which could restrict our growth, place us at a competitive disadvantage or otherwise materially adversely affect our financial health.
Our inability to access the capital markets or incur additional debt in the future could have a material adverse effect on our liquidity and operations, and could require us to consider further measures, including deferring planned capital expenditures, reducing discretionary spending, selling additional assets and restructuring existing debt.
In addition, we have contractual indemnification obligations for environmental remediation costs and liabilities that may arise relating to certain divested operations. There is also growing concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters.
There is also growing concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters.
General Risk Factors We have foreign currency translation and transaction risks that may materially adversely affect our operating results, financial condition and liquidity. The financial position and results of operations of many of our international subsidiaries are initially recorded in various foreign currencies and then translated into U.S. dollars at the applicable exchange rate for inclusion in our financial statements.
The financial position and results of operations of many of our international subsidiaries are initially recorded in various foreign currencies and then translated into U.S. dollars at the applicable exchange rate for inclusion in our financial statements.
If not, we may not be able to achieve or sustain future profitability, which would impair our ability to meet our debt and other obligations and would otherwise negatively affect our operating results, financial condition and liquidity. We face significant global competition and our market share could decline. New tires are sold under highly competitive conditions throughout the world.
If not, we may not be able to achieve or sustain future profitability, which would impair our ability to meet our debt and other obligations and would otherwise negatively affect our operating results, financial condition and liquidity.
As a result, a decline in our net sales could result in a higher percentage decline in our income from operations and net income. 15 Table of Contents 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.
Environmental issues, including climate change, or legal, regulatory or market measures to address environmental issues, may negatively affect our business and operations and cause us to incur significant costs.
We compete with other tire manufacturers on the basis of product design, performance, price and terms, reputation, warranty terms, customer service and consumer convenience.
We face significant global competition and our market share could decline. New tires are sold under highly competitive conditions throughout the world. We compete with other tire manufacturers on the basis of product design, performance, price and terms, reputation, warranty terms, customer service and consumer convenience.
As a manufacturing company, we are subject to these laws and regulations both inside and outside the United States. We may not be in complete compliance with such laws and regulations at all times. Our costs or liabilities relating to them may be more than the amount we have reserved, and that difference may be material.
Laws and regulations governing environmental and occupational safety and health are complicated, change frequently and have tended to become stricter over time. As a manufacturing company, we are subject to these laws and regulations both inside and outside the United States. We may not be in complete compliance with such laws and regulations at all times.
We have a substantial amount of debt. As of December 31, 2023, our debt (including finance leases) on a consolidated basis was approximately $7.6 billion. Our substantial amount of debt and other obligations could have important consequences.
We have a substantial amount of debt, which could restrict our growth, place us at a competitive disadvantage or otherwise materially adversely affect our financial health. We have a substantial amount of debt. As of December 31, 2024, our debt (including finance leases) on a consolidated basis was approximately $7.8 billion.
Removed
Certain of the strategic alternatives that we may pursue for our chemical business, the Dunlop brand or our OTR tire business may, depending on the terms of any particular transaction, require a waiver or an amendment of our credit facilities.
Added
The consummation of the sale of the Dunlop brand to Sumitomo Rubber Industries, Ltd. is subject to closing conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete the sale in a timely manner or at all could have adverse effects on us.
Removed
We cannot assure you that we will be able to obtain waivers from our lenders or amend the relevant covenants in our credit facilities.
Added
On January 7, 2025, Goodyear and SRI entered into the Dunlop Purchase Agreement relating to the sale of the Dunlop brand for consumer, commercial and other specialty tires, together with certain associated intellectual property, other intangible assets and inventory (the “Transaction”).
Added
The Transaction is subject to the satisfaction of customary closing conditions, including the receipt of required regulatory approvals; the absence of any judgments or orders enjoining or otherwise prohibiting the Transaction; the accuracy of the representations and warranties of the other party; the compliance by each party with its covenants in all material respects; and the absence of a material adverse effect with respect to the Dunlop business operated by us.
Added
The Dunlop Purchase Agreement contains customary termination rights, including if the closing of the Transaction (the “Closing”) has not occurred on or prior to October 7, 2025 (as it may be extended, the “Outside Date”), subject to certain rights of each party to extend the Outside Date if certain regulatory conditions to Closing have not been satisfied.
Added
Although it is not a condition to Closing, the sale of the Dunlop brand will require a waiver or an amendment of our European revolving credit facility. We cannot assure you that such waiver or amendment, or alternative financing, can be obtained, or if obtained, will be on terms acceptable to us.
Added
If the Closing does not occur, our operating results, financial condition and liquidity may be materially adversely affected.
Added
Without realizing any of the benefits of having completed the Transaction, we will be subject to a number of risks, including the following: • the market price of Goodyear common stock could decline to the extent that the current market price reflects a market assumption that the Transaction will be completed; • if the Dunlop Purchase Agreement is terminated and we seek another buyer for the Dunlop brand, our shareholders cannot be certain that we will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms of the Dunlop Purchase Agreement; • time and resources committed by our management to matters relating to the Transaction could otherwise have been devoted to pursuing other beneficial opportunities for us; • we may experience negative reactions from the financial markets or from our customers, suppliers or employees; • we will be required to pay our costs relating to the Transaction, such as legal, accounting and financial advisory fees, whether or not the Transaction is completed; and • litigation related to any failure to complete the Transaction or related to any enforcement proceeding commenced against us to perform our obligations pursuant to the Dunlop Purchase Agreement.
Added
Similarly, delays in the completion of the Transaction could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the Transaction. The sales of our OTR tire business and the Dunlop brand may disrupt our current and future plans or operations.
Added
The ancillary agreements for the sale of the OTR tire business include a product supply agreement and a transition services agreement, and the ancillary agreements for the sale of the Dunlop brand include a transition license agreement, a transition offtake agreement and a commercial truck tire license from SRI to us.
Added
As a result, we will have significant continuing obligations to the respective purchasers of these businesses. There can be no assurance that we will be able to successfully separate these businesses or otherwise fully realize the expected benefits of these asset sales.
Added
Difficulties in separating the businesses may result in us performing differently than expected, in operational challenges or in unabsorbed overhead and other costs, especially during the implementation of the wind-down periods contemplated by the OTR product supply agreement and the Dunlop transition offtake agreement.
Added
The separation of the businesses may result in material challenges, including the diversion of management’s attention from ongoing business concerns; retaining key management and other employees; retaining or attracting business and operational relationships, including retaining Goodyear brand consumer tire customers in EMEA; the possibility of faulty assumptions underlying expectations regarding the benefits from the ancillary agreements, the separation process and associated expenses; separating 12 Table of Contents corporate and administrative infrastructures, including information technology, manufacturing and other systems; coordinating these activities in geographically dispersed locations; as well as potential unknown liabilities or unforeseen expenses relating to the ancillary agreements, the business separations or any delays in separation activities.
Added
In addition, we have contractual 16 Table of Contents indemnification obligations for environmental remediation costs and liabilities that may arise relating to certain divested operations.
Added
Our substantial amount of debt and other obligations could have important consequences.
Added
Our costs or liabilities relating to them may be more than the amount we have reserved, and that difference may be material.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Notwithstanding our risk management efforts related to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material or other adverse effect on us. See Item 1A. “Risk Factors” for a discussion of our information technology and cybersecurity risks. 22 Table of Contents
Notwithstanding our risk management efforts related to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material or other adverse effect on us. See Item 1A. “Risk Factors” for a discussion of our information technology and cybersecurity risks. 23 Table of Contents
Senior leadership, including our chief information officer (“CIO”) and our chief information security officer, periodically briefs the Audit Committee on our cybersecurity and information security programs and reviews cybersecurity incidents. Our global information technology organization, led by our CIO, is responsible for our overall information security strategy, policies, operations and threat detection and response.
Senior leadership, including our chief digital officer (“CDO”) and our chief information security officer, periodically briefs the Audit Committee on our cybersecurity and information security programs and reviews relevant cybersecurity incidents. Our global information technology organization, led by our CDO, is responsible for our overall information security strategy, policies, operations and threat detection and response.
The process includes notification of potentially significant incidents to the Cybersecurity Disclosure Committee and the Audit Committee 21 Table of Contents of the Board, as appropriate.
The program includes escalation and notification of potentially significant incidents to the Cybersecurity Disclosure Committee and the Audit Committee of the Board, as appropriate.
Our current CIO has more than two decades of experience in positions of increasing authority at the Company. The global information technology organization manages and maintains the cybersecurity program with the goal of preventing, detecting and remediating incidents, and works to increase our system resilience to minimize the business impact should an incident occur.
Our current CDO has more than two decades of experience in the automotive industry. The global information technology organization manages and maintains the cybersecurity program with the goal of preventing, detecting and remediating incidents, and works to increase our system resilience to minimize the business impact should an incident occur. Our cybersecurity program is informed by multiple, overlapping cybersecurity frameworks.
Our Cybersecurity Disclosure Committee is comprised of senior leadership across multiple functional areas and is responsible for reviewing and evaluating potentially significant cybersecurity incidents and for determining whether any notification or disclosure is required under applicable laws. Third parties are also incorporated into our approach to cybersecurity.
Our Cybersecurity Disclosure Committee is comprised of senior leadership across multiple functional areas and is responsible for reviewing and evaluating potentially significant cybersecurity incidents and for determining whether any notification or disclosure is required under applicable laws, including the federal securities laws.
Removed
Our cybersecurity program is informed by the National Institute of Standards and Technology Cyber Security Framework (NIST-CSF). Consistent with that framework, our cybersecurity program addresses the need to identify, protect, detect, respond and recover from cyber risks.
Added
These include the National Institute of Standards and Technology Cyber Security Framework (NIST-CSF); Cybersecurity Maturity Model Certification (CMMC); Control Objectives for Information and Related Technology (COBIT); International Organization for Standardization (ISO, specifically 27001); and Trusted Information Security Assessment Exchange (TISAX).
Added
Our cybersecurity program has achieved TISAX certification, or “labeling” for its demonstrated ability to identify, protect, detect, respond and recover from cyber risks. The “labeling” process requires independent, third-party auditors to test and confirm the controls we have implemented.
Added
In 2024, We have developed an AI Governance Council to address the cybersecurity, data privacy and data 22 Table of Contents management of emerging technologies. The Council is a multidisciplinary group with representatives from the human resources, information technology, law, compliance and ethics, privacy, and research and development functions. Third-party specialists are also incorporated into our approach to cybersecurity.

Item 2. Properties

Properties — owned and leased real estate

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The reported capacity utilization is an overall average for the Company. In addition to the impact of a storm on production at our tire manufacturing facility in Tupelo, Mississippi ("Tupelo"), we reduced utilization in 2023 to address softening industry demand and prevent the buildup of excess inventory. OTHER FACILITIES.
The reported capacity utilization is an overall average for the Company. In addition to the impact of a storm on production at our tire manufacturing facility in Tupelo, Mississippi ("Tupelo") in 2023, we reduced utilization in 2023 and 2024 to address softening industry demand and prevent the buildup of excess inventory. OTHER FACILITIES.
We also own and operate three research and development facilities and technical centers, three development centers, one innovation lab, and seven tire proving grounds. We lease our Corporate and Americas headquarters and our research and development facility and technical center in Akron, Ohio.
We also own and operate three research and development facilities and technical centers, two development centers, one innovation lab, and seven tire proving grounds. We lease our Corporate and Americas headquarters and our research and development facility and technical center in Akron, Ohio.
ITEM 2. PROPERTIES. We manufacture our products in 55 manufacturing facilities located around the world, including 18 plants in the United States. AMERICAS MANUFACTURING FACILITIES.
ITEM 2. PROPERTIES. We manufacture our products in 53 manufacturing facilities located around the world, including 18 plants in the United States. AMERICAS MANUFACTURING FACILITIES.
For additional information regarding leased properties, refer to Notes to the Consolidated Financial Statements No. 14, Property, Plant and Equipment, and No. 15, Leases. Certain of our manufacturing facilities are mortgaged as collateral for our secured credit facilities. Refer to Note to the Consolidated Financial Statements No. 16, Financing Arrangements and Derivative Financial Instruments. 23 Table of Contents
For additional information regarding leased properties, refer to Notes to the Consolidated Financial Statements No. 13, Property, Plant and Equipment, and No. 14, Leases. Certain of our manufacturing facilities are mortgaged as collateral for our secured credit facilities. Refer to Note to the Consolidated Financial Statements No. 15, Financing Arrangements and Derivative Financial Instruments. 24 Table of Contents
Our worldwide tire capacity utilization rate was approximately 81% during 2023 compared to approximately 89% in 2022 and 87% in 2021. Our utilization rate can vary significantly between product lines, depending on the complexity of the tires, and between consumer and commercial tires, and can also vary between business segments.
Our worldwide tire capacity utilization rate was approximately 83% during 2024 compared to approximately 81% in 2023 and 89% in 2022. Our utilization rate can vary significantly between product lines, depending on the complexity of the tires, and between consumer and commercial tires, and can also vary between business segments.
We operate approximately 950 retail outlets for the sale of our tires to consumer and commercial customers, approximately 40 tire retreading facilities and approximately 300 warehouse distribution facilities. Substantially all of these facilities are leased. We do not consider any one of these leased properties to be material to our operations.
We operate approximately 800 retail outlets for the sale of our tires to consumer and commercial customers, approximately 35 tire retreading facilities and approximately 350 warehouse distribution facilities. Substantially all of these facilities are leased. We do not consider any one of these leased properties to be material to our operations.
EMEA owns or leases and operates 17 manufacturing facilities in 9 countries, including: • 15 tire plants, • 1 tire retread plant, and • 1 aviation retread plant. ASIA PACIFIC MANUFACTURING FACILITIES. Asia Pacific owns and operates 10 manufacturing facilities in 6 countries, including 9 tire plants and 1 aviation retread plant. PLANT UTILIZATION.
EMEA owns or leases and operates 17 manufacturing facilities in 9 countries, including: • 15 tire plants, • 1 tire retread plant, and • 1 aviation retread plant. ASIA PACIFIC MANUFACTURING FACILITIES. Asia Pacific owns and operates 8 manufacturing facilities in 4 countries, including 7 tire plants and 1 aviation retread plant. PLANT UTILIZATION.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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In addition, several civil lawsuits have been subsequently filed in the United States and elsewhere against companies active in the tire industry, including the Company, alleging violations of antitrust laws with respect to new replacement tires for passenger cars, vans, trucks and busses sold in the relevant jurisdictions, and similar additional lawsuits could be brought against us in the future.
In addition, a number of civil lawsuits have been subsequently filed in the United States and elsewhere against companies active in the tire industry, including us, alleging violations of antitrust laws with respect to new replacement tires for passenger cars, vans, trucks and busses sold in the relevant jurisdictions, and similar additional lawsuits could be brought against us in the future.
ITEM 3. LEGA L PROCEEDINGS. Asbestos Litigation We are currently one of numerous defendants in legal proceedings in certain state and federal courts involving approximately 35,800 claimants at December 31, 2023 relating to their alleged exposure to materials containing asbestos in products allegedly manufactured by us or asbestos materials present at our facilities.
ITEM 3. LEGA L PROCEEDINGS. Asbestos Litigation We are currently one of numerous defendants in legal proceedings in certain state and federal courts involving approximately 35,400 claimants at December 31, 2024 relating to their alleged exposure to materials containing asbestos in products allegedly manufactured by us or asbestos materials present at our facilities.
It is expected that in a substantial portion of these cases there will be no evidence of exposure to a Goodyear manufactured product containing asbestos or asbestos in our facilities. The amount expended by us and our insurers on defense and claim resolution was $15 million during 2023.
It is expected that in a substantial portion of these cases there will be no evidence of exposure to a Goodyear manufactured product containing asbestos or asbestos in our facilities. The amount expended by us and our insurers on defense and claim resolution was $14 million during 2024.
For additional information on asbestos litigation, refer to Note to the Consolidated Financial Statements No. 20, Commitments and Contingent Liabilities.
For additional information on asbestos litigation, refer to Note to the Consolidated Financial Statements No. 19, Commitments and Contingent Liabilities.
Goodyear was one of the companies that was inspected. We are cooperating with the European Commission’s investigation.
We were one of the companies that was inspected. We are cooperating with the European Commission’s investigation.
For additional information regarding our legal proceedings, refer to Note to the Consolidated Financial Statements No. 20, Commitments and Contingent Liabilities. 24 Table of Contents PART II.
For additional information regarding our legal proceedings, refer to Note to the Consolidated Financial Statements No. 19, Commitments and Contingent Liabilities. 25 Table of Contents PART II.
We intend to defend these lawsuits, the ultimate outcome of which cannot be predicted at this time.
The U.S. lawsuits have been transferred to a multidistrict litigation in the U.S. District Court for the Northern District of Ohio. We intend to defend these lawsuits, the ultimate outcome of which cannot be predicted at this time.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Set forth in the table below is certain information regarding the number of shares of our common stock that were subject to outstanding stock options or other compensation plan awards at December 31, 2023.
Set forth in the table below is certain information regarding the number of shares of our common stock that were subject to outstanding stock options or other compensation plan awards at December 31, 2024.
In addition, up to 593 shares of common stock may be issued in respect of the deferred payout of awards made under our equity compensation plans. The number of performance shares indicated assumes the maximum possible payout that may be earned during the relevant performance periods. 25 Table of Contents
In addition, up to 516 shares of common stock may be issued in respect of the deferred payout of awards made under our equity compensation plans. The number of performance shares indicated assumes the maximum possible payout that may be earned during the relevant performance periods. 26 Table of Contents
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOC KHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. The principal market for our common stock is the Nasdaq Global Select Market (Stock Exchange Symbol: GT). At December 31, 2023, there were 10,337 holders of record of the 283,786,263 shares of our common stock then outstanding.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOC KHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. The principal market for our common stock is the Nasdaq Global Select Market (Stock Exchange Symbol: GT). At December 31, 2024, there were 9,120 holders of record of the 284,974,263 shares of our common stock then outstanding.
Plan Category Number of Shares to be Issued upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Shares Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Shares Reflected in Column (a)) (a) Equity compensation plans approved by shareholders 5,064,815 $ 17.74 18,710,713 (1) Equity compensation plans not approved by shareholders — — — Total 5,064,815 $ 17.74 18,710,713 (1) Under our equity compensation plans, up to a maximum of 1,718,593 performance shares in respect of performance periods ending on or subsequent to December 31, 2023, 103,492 shares of restricted stock and 1,402,131 restricted stock units have been awarded.
Plan Category Number of Shares to be Issued upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Shares Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Shares Reflected in Column (a)) (a) Equity compensation plans approved by shareholders 3,837,588 $ 16.00 12,991,397 (1) Equity compensation plans not approved by shareholders — — — Total 3,837,588 $ 16.00 12,991,397 (1) Under our equity compensation plans, up to a maximum of 1,815,533 performance shares in respect of performance periods ending on or subsequent to December 31, 2024, 103,492 shares of restricted stock and 2,579,631 restricted stock units have been awarded.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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If our future financial performance falls below our expectations, there are adverse revisions to significant assumptions, including projected revenues, discount rates or royalty rates, this could be indicative that the fair values of these indefinite-lived intangible assets has declined below their carrying values, and therefore we may need to record a material, non-cash impairment charge in a future period.
If our future financial performance falls below our expectations, or there are adverse revisions to significant assumptions, including projected revenues, discount rates or royalty rates, this could be indicative that the fair values of these indefinite-lived intangible assets has declined below their carrying values, and therefore we may need to record a material, non-cash impairment charge in a future period.
Our tax planning strategies include accelerating income on cross border transactions, including sales of inventory or raw materials to our subsidiaries, reducing U.S. interest expense by, for example, reducing intercompany loans through repatriating current year earnings of foreign subsidiaries, repatriation of certain foreign royalty income, and other financing transactions, all of which would increase our domestic profitability.
Our tax planning strategies include accelerating income on cross border transactions, including sales of inventory or raw materials to our subsidiaries, reducing U.S. interest expense by, for example, reducing intercompany loans through repatriating current year earnings of foreign subsidiaries, repatriation of certain foreign royalty income, and other financing transactions, all of which would increase our domestic profitability.
In addition, certain tax provisions, such as the annual interest expense limitation under Section 163(j) of the Internal Revenue Code of 1986, if amended, could impact our analysis of the realizability of our U.S. deferred tax assets.
In addition, certain tax provisions, such as the annual interest expense limitation under Section 163(j) of the Internal Revenue Code of 1986, if amended, could impact our analysis of the realizability of our U.S. deferred tax assets.
The weight given to the evidence is commensurate with the extent to which it may be objectively verified. Current and cumulative financial reporting results are a source of objectively verifiable evidence. We give operating results during the most recent three-year period a significant weight in our analysis.
The weight given to the evidence is commensurate with the extent to which it may be objectively verified. Current and cumulative financial reporting results are a source of objectively verifiable information. We give operating results during the most recent three-year period a significant weight in our analysis.
On November 15, 2023, we announced a transformation plan, Goodyear Forward, that is intended to optimize our portfolio of products, deliver segment margin expansion and reduce our leverage in order to drive sustainable, long-term shareholder value creation.
Goodyear Forward 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.
CGS and SAG in 2023 included $46 million ($42 million after-tax and minority) of accelerated depreciation and asset write-offs and $10 million ($10 million after-tax and minority) of recoveries of previously written-off accounts receivable and other assets related to our exited business in Russia, respectively, which related to rationalization activities.
CGS and SAG in 2023 included $46 million ($42 million after-tax and minority) of accelerated depreciation and asset write-offs and $10 million ($10 million after-tax and minority) of recoveries of previously written-off accounts receivable and other assets related to our exited business in Russia, which related to rationalization activities.
Supplemental Guarantor Financial Information Certain of our subsidiaries, which are listed on Exhibit 22.1 to this Annual Report on Form 10-K and are generally holding or operating companies, have guaranteed our obligations under the $800 million outstanding principal amount of 9.5% senior notes due 2025, the $900 million outstanding principal amount of 5% senior notes due 2026, the $700 million outstanding principal amount of 4.875% senior notes due 2027, the $850 million outstanding principal amount of 5% senior notes due 2029, the $550 million outstanding principal amount of 5.25% senior notes due April 2031, the $600 million outstanding principal amount of 5.25% senior notes due July 2031 and the $450 million outstanding principal amount of 5.625% senior notes due 2033 (collectively, the “Notes”).
Supplemental Guarantor Financial Information Certain of our subsidiaries, which are listed on Exhibit 22.1 to this Annual Report on Form 10-K and are generally holding or operating companies, have guaranteed our obligations under the $500 million outstanding principal amount of 9.5% senior notes due 2025, the $900 million outstanding principal amount of 5% senior notes due 2026, the $700 million outstanding principal amount of 4.875% senior notes due 2027, the $850 million outstanding principal amount of 5% senior notes due 2029, the $550 million outstanding principal amount of 5.25% senior notes due April 2031, the $600 million outstanding principal amount of 5.25% senior notes due July 2031 and the $450 million outstanding principal amount of 5.625% senior notes due 2033 (collectively, the “Notes”).
Undrawn amounts under the facility are subject to an annual commitment fee of 25 basis points. 37 Table of Contents Availability under the facility is subject to a borrowing base, which is based on (i) eligible accounts receivable and inventory of The Goodyear Tire & Rubber Company and certain of its U.S. and Canadian subsidiaries, (ii) the value of our principal trademarks in an amount not to exceed $400 million, (iii) the value of eligible machinery and equipment, and (iv) certain cash in an amount not to exceed $275 million.
Undrawn amounts under the facility are subject to an annual commitment fee of 25 basis points. 38 Table of Contents Availability under the facility is subject to a borrowing base, which is based on (i) eligible accounts receivable and inventory of The Goodyear Tire & Rubber Company and certain of its U.S. and Canadian subsidiaries, (ii) the value of our principal trademarks in an amount not to exceed $400 million, (iii) the value of eligible machinery and equipment, and (iv) certain cash in an amount not to exceed $275 million.
(7) The payments for workers’ compensation obligations are based upon recent historical payment patterns on claims. The present value of anticipated claims payments for workers’ compensation is $167 million. (8) Binding commitments are for raw materials, capital expenditures, utilities, and various other types of contracts. The obligations to purchase raw materials include supply contracts at both fixed and variable prices.
(7) The payments for workers’ compensation obligations are based upon recent historical payment patterns on claims. The present value of anticipated claims payments for workers’ compensation is $158 million. (8) Binding commitments are for raw materials, capital expenditures, utilities, and various other types of contracts. The obligations to purchase raw materials include supply contracts at both fixed and variable prices.
The difference between our effective tax rate and the U.S. statutory rate of 21% for both 2023 and 2022 primarily relates to losses in certain foreign jurisdictions in which no tax benefits are recorded, income in certain foreign jurisdictions taxed at rates higher than the U.S. statutory rate, and the discrete items described above.
The difference between our effective tax rate and the U.S. statutory rate of 21% for both 2024 and 2023 primarily relates to losses in certain foreign jurisdictions in which no tax benefits are recorded, income in certain foreign jurisdictions taxed at rates higher than the U.S. statutory rate, and the discrete items described above.
In addition, we consider our current forecasts of future profitability in assessing our ability to realize our deferred tax assets as well as the impact of tax planning strategies. These forecasts include the impact of recent trends and various macroeconomic factors such as the impact of raw material, transportation, labor and energy costs on our profitability.
In addition, we considered our current forecasts of future profitability in assessing our ability to realize our deferred tax assets as well as the impact of tax planning strategies. These forecasts include the impact of recent trends and various macroeconomic factors such as the impact of raw material, transportation, labor and energy costs on our profitability.
In addition, we consider our current forecasts of future profitability in assessing our ability to realize our deferred tax assets as well as the impact of tax planning strategies. These forecasts include the impact of recent trends and various macroeconomic factors such as the impact of raw material, transportation, labor and energy costs on our profitability.
In addition, we considered our current forecasts of future profitability in assessing our ability to realize our deferred tax assets as well as the impact of tax planning strategies. These forecasts include the impact of recent trends and various macroeconomic factors such as the impact of raw material, transportation, labor and energy costs on our profitability.
In addition, in certain insolvency proceedings a Canadian court may subordinate claims in respect of the Guarantees to other claims against a Subsidiary Guarantor under the principle of equitable subordination if the court determines that (1) the holder of Notes engaged in some type of inequitable or improper conduct, (2) the inequitable or improper conduct resulted in injury to other creditors or conferred an unfair advantage upon the holder of Notes and (3) equitable subordination is not inconsistent with the provisions of the relevant solvency statute.
In addition, in certain insolvency proceedings a Canadian court may subordinate claims in respect of the Guarantees to other claims against a Subsidiary Guarantor under the principle of equitable subordination if the court determines that (1) the holder 42 Table of Contents of Notes engaged in some type of inequitable or improper conduct, (2) the inequitable or improper conduct resulted in injury to other creditors or conferred an unfair advantage upon the holder of Notes and (3) equitable subordination is not inconsistent with the provisions of the relevant solvency statute.
No cash dividends were paid on our common stock in 2023, 2022 or 2021. 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.
No cash dividends were paid on our common stock in 2024, 2023 or 2022. 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.
If our future experience is consistent with our assumptions as of December 31, 2023, actuarial loss recognition over the next few years will remain at an amount near that to be recognized in 2024 before it begins to gradually decline.
If our future experience is consistent with our assumptions as of December 31, 2024, actuarial loss recognition over the next few years will remain at an amount near that to be recognized in 2025 before it begins to gradually decline.
It is not possible to foresee or identify all such factors. We will not revise or update any forward-looking statement or disclose any facts, events or circumstances that occur after the date hereof that may affect the accuracy of any forward-looking statement. 52 Table of Contents
It is not possible to foresee or identify all such factors. We will not revise or update any forward-looking statement or disclose any facts, events or circumstances that occur after the date hereof that may affect the accuracy of any forward-looking statement. 53 Table of Contents
Further Information For a further description of the terms of our outstanding notes, first lien revolving credit facility, European revolving credit facility and pan-European accounts receivable securitization facility, refer to Note to the Consolidated Financial Statements No. 16, Financing Arrangements and Derivative Financial Instruments.
Further Information For a further description of the terms of our outstanding notes, first lien revolving credit facility, European revolving credit facility and pan-European accounts receivable securitization facility, refer to Note to the Consolidated Financial Statements No. 15, Financing Arrangements and Derivative Financial Instruments.
During 2023, 2022 and 2021, we did not repurchase any shares from our employees. The restrictions imposed by our credit facilities and indentures are not expected to affect our ability to pay dividends or repurchase our capital stock in the future.
During 2024, 2023 and 2022, we did not repurchase any shares from our employees. The restrictions imposed by our credit facilities and indentures are not expected to affect our ability to pay dividends or repurchase our capital stock in the future.
(2) The minimum lease payments for finance lease obligations are $755 million. (3) These amounts represent future interest payments related to our existing debt obligations and finance leases based on fixed and variable interest rates specified in the associated debt and lease agreements.
(2) The minimum lease payments for finance lease obligations are $727 million. (3) These amounts represent future interest payments related to our existing debt obligations and finance leases based on fixed and variable interest rates specified in the associated debt and lease agreements.
The net actuarial loss included in AOCL related to our U.S. pension plans continues to decrease and is primarily due to declines in U.S. discount rates and plan asset losses that occurred prior to the funding and investment de-risking actions we undertook in 2013 and 2014, which were designed to mitigate further actuarial losses of a similar nature.
The net actuarial loss included in AOCL related to our U.S. pension plans continues to decrease and is primarily due to declines in U.S. discount rates and plan asset losses that occurred prior to the funding and investment de-risking actions we undertook in 2013 and 2014, which were 50 Table of Contents designed to mitigate further actuarial losses of a similar nature.
Consolidated Net GEBV Indebtedness also excludes loans from other consolidated Goodyear entities. This financial covenant is also included in our pan-European accounts receivable securitization facility. At December 31, 2023, we were in compliance with this financial covenant.
Consolidated Net GEBV Indebtedness also excludes loans from other consolidated Goodyear entities. This financial covenant is also included in our pan-European accounts receivable securitization facility. At December 31, 2024, we were in compliance with this financial covenant.
For further information on general and product liability and other litigation and workers’ compensation, refer to Note to the Consolidated Financial Statements No. 20, Commitments and Contingent Liabilities. Deferred Tax Asset Valuation Allowances and Uncertain Income Tax Positions.
For further information on general and product liability and other litigation and workers’ compensation, refer to Note to the Consolidated Financial Statements No. 19, Commitments and Contingent Liabilities. Deferred Tax Asset Valuation Allowances and Uncertain Income Tax Positions.
For a comparison of the years ended December 31, 2022 and 2021, refer to Management's Discussion and Analysis of Financial Condition and Results of Operations included in our annual report on Form 10-K for the year ended December 31, 2022.
For a comparison of the years ended December 31, 2023 and 2022, refer to Management's Discussion and Analysis of Financial Condition and Results of Operations included in our annual report on Form 10-K for the year ended December 31, 2023.
Future U.S. pension contributions will be affected by our ability to offset changes in future interest rates with returns from our asset portfolios and any changes to ERISA law. For further information on the U.S. pension investment strategy, refer to Note to the Consolidated Financial Statements No. 18, Pension, Other Postretirement Benefits and Savings Plans.
Future U.S. pension contributions will be affected by our ability to offset changes in future interest rates with returns from our asset portfolios and any changes to ERISA. For further information on the U.S. pension investment strategy, refer to Note to the Consolidated Financial Statements No. 17, Pension, Other Postretirement Benefits and Savings Plans.
Total segment operating income is the sum of the individual SBUs’ segment operating income. Refer to Note to the Consolidated Financial Statements No. 9, Business Segments, for further information and for a reconciliation of total segment operating income to Income (Loss) before Income Taxes.
Total segment operating income is the sum of the individual SBUs’ segment operating income. Refer to Note to the Consolidated Financial Statements No. 8, Business Segments, for further information and for a reconciliation of total segment operating income to Income (Loss) before Income Taxes.
As part of our annual impairment analysis as of October 31, 2023, we completed a quantitative impairment analysis of our indefinite-lived intangible assets to determine if their fair values were less than their carrying amounts.
As part of our annual impairment analysis as of October 31, 2024, we completed a quantitative impairment analysis of our indefinite-lived intangible assets to determine if their fair values were less than their carrying amounts.
At December 31, 2023 and December 31, 2022, we had approximately $1.2 billion and $1.1 billion of U.S. federal, state and local net deferred tax assets, respectively, inclusive of valuation allowances totaling $22 million and $26 million in each period, respectively, primarily for state tax loss carryforwards with limited lives.
At December 31, 2024 and December 31, 2023, we had approximately $1.3 billion and $1.2 billion of U.S. federal, state and local net deferred tax assets, respectively, inclusive of valuation allowances totaling $26 million and $22 million, respectively, in each period, primarily for state tax loss carryforwards with limited lives.
In 2023, 2022 and 2021, the amount of service cost included in CGS and SAG is approximately equal. Non-service related net periodic pension costs were recorded in Other (Income) Expense.
In 2024, 2023 and 2022, the amount of service cost included in CGS and SAG is approximately equal. Non-service related net periodic pension costs were recorded in Other (Income) Expense.
For further information on pensions and other postretirement benefits, refer to Note to the Consolidated Financial Statements No. 18, Pension, Other Postretirement Benefits and Savings Plans. 50 Table of Contents FORWARD-LOOKING INFORMATION — SAFE HARBOR STATEMENT Certain information in this Annual Report on Form 10-K (other than historical data and information) may constitute forward-looking statements regarding events and trends that may affect our future operating results and financial position.
For further information on pensions and other postretirement benefits, refer to Note to the Consolidated Financial Statements No. 17, Pension, Other Postretirement Benefits and Savings Plans. 51 Table of Contents FORWARD-LOOKING INFORMATION — SAFE HARBOR STATEMENT Certain information in this Annual Report on Form 10-K (other than historical data and information) may constitute forward-looking statements regarding events and trends that may affect our future operating results and financial position.
Potential Future Financings In addition to the financing activities described above, we may seek to undertake additional financing actions which could include restructuring bank debt or capital markets transactions, possibly including the issuance of additional debt or equity. Given the inherent uncertainty of market conditions, access to the capital markets cannot be assured.
In addition to the financing activities described above, we may seek to undertake additional financing actions which could include restructuring bank debt or capital markets transactions, possibly including the issuance of additional debt or equity. Given the inherent uncertainty of market conditions, access to the capital markets cannot be assured.
Our recorded liabilities and net periodic costs for pensions and other postretirement benefits are based on a number of assumptions, including: • life expectancies, • retirement rates, • discount rates, 48 Table of Contents • long term rates of return on plan assets, • inflation rates, • future health care costs, and • maximum company-covered benefit costs.
Our recorded liabilities and net periodic costs for pensions and other postretirement benefits are based on a number of assumptions, including: • life expectancies, • retirement rates, • discount rates, • long term rates of return on plan assets, • inflation rates, • future health care costs, and • maximum company-covered benefit costs.
Although we believe these amounts are collectible under primary and certain excess policies today, future disputes with insurers could result in significant charges to operations. Workers’ Compensation. We have recorded liabilities, on a discounted basis, of $167 million and $187 million for anticipated costs related to U.S. workers’ compensation claims at December 31, 2023 and December 31, 2022, respectively.
Although we believe these amounts are collectible under primary and certain excess policies today, future disputes with insurers could result in significant charges to operations. Workers’ Compensation. We have recorded liabilities, on a discounted basis, of $158 million and $167 million for anticipated costs related to U.S. workers’ compensation claims at December 31, 2024 and December 31, 2023, respectively.
Certain Non-Guarantor Subsidiaries are limited in their ability to remit funds to us by means of dividends, advances or loans 40 Table of Contents due to required foreign government and/or currency exchange board approvals or limitations in credit agreements or other debt instruments of those subsidiaries.
Certain Non-Guarantor Subsidiaries are limited in their ability to remit funds to us by means of dividends, advances or loans due to required foreign government and/or currency exchange board approvals or limitations in credit agreements or other debt instruments of those subsidiaries.
The present value of the net operating lease payments, including sublease rentals, is $1,001 million. The operating leases relate to, among other things, real estate, vehicles, data processing equipment and miscellaneous other assets. No asset is leased from any related party.
The present value of the net operating lease payments, including sublease rentals, is $989 million. The operating leases relate to, among other things, real estate, vehicles, data processing equipment and miscellaneous other assets. No asset is leased from any related party.
However, macroeconomic factors such as raw material, transportation, labor and energy costs possess a high degree of volatility and can significantly impact our profitability.
However, macroeconomic factors such as raw material, transportation, potential tariff, labor and energy costs possess a high degree of volatility and can significantly impact our profitability.
However, macroeconomic factors such as raw material, transportation, labor and energy costs possess a high degree of volatility and can significantly impact our profitability.
However, macroeconomic factors such as raw material, transportation, potential tariff, labor and energy costs possess a high degree of volatility and can significantly impact our profitability.
Actual results and experience may differ materially from the forward-looking statements as a result of many factors, including: • if we do not successfully implement the Goodyear Forward plan and our other strategic initiatives, our operating results, financial condition and liquidity may be materially adversely affected; • we face significant global competition and our market share could decline; • raw material cost increases may materially adversely affect our operating results and financial condition; • we are experiencing inflationary cost pressures, including with respect to wages, benefits, transportation and energy costs, that may materially adversely affect our operating results and financial condition; • delays or disruptions in our supply chain or in the provision of services, including utilities, to us could result in increased costs or disruptions in our operations; • a prolonged economic downturn or economic uncertainty could adversely affect our business and results of operations; • deteriorating economic conditions in any of our major markets, or an inability to access capital markets or third-party financing when necessary, may materially adversely affect our operating results, financial condition and liquidity; • if we experience a labor strike, work stoppage, labor shortage or other similar event at the Company or its joint ventures, our business, results of operations, financial condition and liquidity could be materially adversely affected; • financial difficulties, work stoppages, labor shortages, supply disruptions or economic conditions affecting our major OE customers, dealers or suppliers could harm our business; • our capital expenditures may not be adequate to maintain our competitive position and may not be implemented in a timely or cost-effective manner; • changes to tariffs, trade agreements or trade restrictions may materially adversely affect our operating results; • our international operations have certain risks that may materially adversely affect our operating results, financial condition and liquidity; • we have foreign currency translation and transaction risks that may materially adversely affect our operating results, financial condition and liquidity; • our long-term ability to meet our obligations, to repay maturing indebtedness or to implement strategic initiatives may be dependent on our ability to access capital markets in the future and to improve our operating results; • we have a substantial amount of debt, which could restrict our growth, place us at a competitive disadvantage or otherwise materially adversely affect our financial health; • any failure to be in compliance with any material provision or covenant of our debt instruments, or a material reduction in the borrowing base under our first lien revolving credit facility, could have a material adverse effect on our liquidity and operations; • our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly; • we have substantial fixed costs and, as a result, our operating income fluctuates disproportionately with changes in our net sales; • we may incur significant costs in connection with our contingent liabilities and tax matters; • our reserves for contingent liabilities and our recorded insurance assets are subject to various uncertainties, the outcome of which may result in our actual costs being significantly higher than the amounts recorded; • environmental issues, including climate change, or legal, regulatory or market measures to address environmental issues, may negatively affect our business and operations and cause us to incur significant costs; 51 Table of Contents • we are subject to extensive government regulations that may materially adversely affect our operating results; • we may be adversely affected by any disruption in, or failure of, our information technology systems due to computer viruses, unauthorized access, cyber-attack, natural disasters or other similar disruptions; • we may not be able to protect our intellectual property rights adequately; • if we are unable to attract and retain key personnel, our business could be materially adversely affected; and • we may be impacted by economic and supply disruptions associated with events beyond our control, such as war, including the current conflicts between Russia and Ukraine and between Israel and Hamas, acts of terror, political unrest, public health concerns, labor disputes or natural disasters.
Actual results and experience may differ materially from the forward-looking statements as a result of many factors, including: • if we do not successfully implement the Goodyear Forward plan and our other strategic initiatives, including the sales of our OTR tire business, the Dunlop brand and our chemical businesses, our operating results, financial condition and liquidity may be materially adversely affected; • we may not be able to consummate the sale of the Dunlop brand on a timely basis or at all, including failure to obtain the required regulatory approvals or to satisfy other conditions to closing; • we face significant global competition and our market share could decline; • raw material cost increases may materially adversely affect our operating results and financial condition; • we have experienced inflationary cost pressures, including with respect to wages, benefits and energy costs, that may materially adversely affect our operating results and financial condition; • delays or disruptions in our supply chain or in the provision of services, including utilities, to us could result in increased costs or disruptions in our operations; • a prolonged economic downturn or economic uncertainty could adversely affect our business and results of operations; • deteriorating economic conditions in any of our major markets, or an inability to access capital markets or third-party financing when necessary, may materially adversely affect our operating results, financial condition and liquidity; • if we experience a labor strike, work stoppage, labor shortage or other similar event at the Company or its joint ventures, our business, results of operations, financial condition and liquidity could be materially adversely affected; • financial difficulties, work stoppages, labor shortages, supply disruptions or economic conditions affecting our major OE customers, dealers or suppliers could harm our business; • our capital expenditures may not be adequate to maintain our competitive position and may not be implemented in a timely or cost-effective manner; • changes to tariffs, trade agreements or trade restrictions may materially adversely affect our operating results; • our international operations have certain risks that may materially adversely affect our operating results, financial condition and liquidity; • we have foreign currency translation and transaction risks that may materially adversely affect our operating results, financial condition and liquidity; • our long-term ability to meet our obligations, to repay maturing indebtedness or to implement strategic initiatives may be dependent on our ability to access capital markets in the future and to improve our operating results; • we have a substantial amount of debt, which could restrict our growth, place us at a competitive disadvantage or otherwise materially adversely affect our financial health; • any failure to be in compliance with any material provision or covenant of our debt instruments, or a material reduction in the borrowing base under our first lien revolving credit facility, could have a material adverse effect on our liquidity and operations; • our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly; • we have substantial fixed costs and, as a result, our operating income fluctuates disproportionately with changes in our net sales; 52 Table of Contents • we may incur significant costs in connection with our contingent liabilities and tax matters; • our reserves for contingent liabilities and our recorded insurance assets are subject to various uncertainties, the outcome of which may result in our actual costs being significantly higher than the amounts recorded; • environmental issues, including climate change, or legal, regulatory or market measures to address environmental issues, may negatively affect our business and operations and cause us to incur significant costs; • we are subject to extensive government regulations that may materially adversely affect our operating results; • we may be adversely affected by any disruption in, or failure of, our information technology systems due to computer viruses, unauthorized access, cyber-attack, natural disasters or other similar disruptions; • we may not be able to protect our intellectual property rights adequately; • if we are unable to attract and retain key personnel, our business could be materially adversely affected; and • we may be impacted by economic and supply disruptions associated with events beyond our control, such as war, including the current conflicts between Russia and Ukraine and in the Middle East, acts of terror, political unrest, public health concerns, labor disputes or natural disasters.
For the period from October 19, 2023 through October 16, 2024, the designated maximum amount of the facility will remain €300 million. The facility involves an ongoing daily sale of substantially all of the trade accounts receivable of certain GEBV subsidiaries. These subsidiaries retain servicing responsibilities. Utilization under this facility is based on eligible receivable balances.
For the period from October 17, 2024 through October 16, 2025, the designated maximum amount of the facility will remain €300 million. The facility involves an ongoing daily sale of substantially all of the trade accounts receivable of certain GEBV subsidiaries. These subsidiaries retain servicing responsibilities. Utilization under this facility is based on eligible receivable balances.
For further information about our guarantees, refer to Note to the Consolidated Financial Statements No. 20, Commitments and Contingent Liabilities. 44 Table of Contents CRITICAL ACCOUNTING POLICIES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes to the financial statements.
For further information about our guarantees, refer to Note to the Consolidated Financial Statements No. 19, Commitments and Contingent Liabilities. 45 Table of Contents CRITICAL ACCOUNTING POLICIES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes to the financial statements.
Under the quantitative assessment, we estimate the fair value of goodwill of a reporting unit using a combined discounted cash flows and market approach. 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.
Under the quantitative assessment, we estimate the fair value of goodwill using the discounted cash flows of a reporting unit. For indefinite-lived intangible assets we estimate the fair value using discounted cash flows following a relief-from-royalty method utilizing a market-based royalty rate.
Outstanding Notes At December 31, 2023, we had $5,571 million of outstanding notes, compared to $5,560 million at December 31, 2022. $2.75 Billion Amended and Restated First Lien Revolving Credit Facility due 2026 Our first lien revolving credit facility matures on June 8, 2026 and is available in the form of loans or letters of credit.
Outstanding Notes At December 31, 2024, we had $5,240 million of outstanding notes, compared to $5,571 million at December 31, 2023. $2.75 Billion Amended and Restated First Lien Revolving Credit Facility due 2026 Our first lien revolving credit facility matures on June 8, 2026 and is available in the form of loans or letters of credit.
At December 31, 2023 and December 31, 2022, our valuation allowances on certain of our U.S. federal, state and local net deferred tax assets totaled $22 million and $26 million, respectively, and our valuation allowances on our foreign net deferred tax assets totaled approximately $1.2 billion and $1.0 billion, respectively.
At December 31, 2024 and December 31, 2023, our valuation allowances on certain of our U.S. federal, state and local net deferred tax assets totaled $26 million and $22 million, respectively, and our valuation allowances on our foreign net deferred tax assets totaled approximately $1.2 billion.
The Guarantees are senior unsecured obligations of the Subsidiary Guarantors and rank equally in right of payment with all existing and future senior unsecured obligations of our Subsidiary Guarantors. The Guarantees are effectively subordinated to existing and future secured indebtedness of the Subsidiary Guarantors to the extent of the assets securing that indebtedness.
The Guarantees are senior unsecured obligations of the Subsidiary Guarantors and rank equally in right of 41 Table of Contents payment with all existing and future senior unsecured obligations of our Subsidiary Guarantors. The Guarantees are effectively subordinated to existing and future secured indebtedness of the Subsidiary Guarantors to the extent of the assets securing that indebtedness.
The fair value of the reporting unit’s goodwill is sensitive to differences between estimated and actual cash flows, including changes in the projected revenue, projected operating margin, discount rate and the selection of market multiples used to evaluate the fair value of the reporting unit.
The fair value of the reporting unit’s goodwill is sensitive to differences between estimated and actual cash flows, including changes in the projected revenue, projected operating margin and discount rate used to evaluate the fair value of the reporting unit.
We will recognize approximately $9 million of net actuarial gains in 2024. If our future experience is consistent with our assumptions as of December 31, 2023, actuarial gain recognition over the next few years will remain at an amount near that to be recognized in 2024.
We will recognize approximately $8 million of net actuarial gains in 2025. If our future experience is consistent with our assumptions as of December 31, 2024, actuarial gain recognition over the next few years will remain at an amount near that to be recognized in 2025.
The following table presents the sensitivity of our U.S. projected pension benefit obligation and accumulated other postretirement benefits obligation to the indicated increase/decrease in the discount rate: + / − Change at December 31, 2023 (Dollars in millions) Change PBO/ABO Annual Expense Assumption: Pensions +/- 0.5% $ 153 $ — Other Postretirement Benefits +/- 0.5% 8 1 Changes in general interest rates and corporate (AA or better) credit spreads impact our discount rate and thereby our U.S. pension benefit obligation.
The following table presents the sensitivity of our U.S. projected pension benefit obligation and accumulated other postretirement benefits obligation to the indicated increase/decrease in the discount rate: + / − Change at December 31, 2024 (Dollars in millions) Change PBO/ABO Annual Expense Assumption: Pensions +/- 0.5% $ 133 $ 1 Other Postretirement Benefits +/- 0.5% 6 1 Changes in general interest rates and corporate (AA or better) credit spreads impact our discount rate and thereby our U.S. pension benefit obligation.
As of December 31, 2023, approximately $1.0 billion of these U.S. net deferred tax assets have unlimited lives and approximately $200 million have limited lives, including $22 million of foreign tax credits, and the majority do not start to expire until 2031.
As of December 31, 2023, approximately $1.0 billion of these U.S. net deferred tax assets had unlimited lives and approximately $200 million had limited lives, including $22 million of foreign tax credits, and the majority do not start to expire until 2030.
(5) The obligation related to pension benefits is actuarially determined and is reflective of obligations as of December 31, 2023.
(5) The obligation related to pension benefits is actuarially determined and is reflective of obligations as of December 31, 2024.
As of December 31, 2023 and December 31, 2022, we recorded a receivable related to asbestos claims of $66 million and $70 million, respectively, and we expect that approximately 55% of asbestos claim related losses would be recoverable through insurance through the period covered by the estimated liability.
As of December 31, 2024 and December 31, 2023, we recorded a receivable related to asbestos claims of $63 million and $66 million, respectively, and we expect that approximately 55% of asbestos claim related losses would be recoverable through insurance through the period covered by the estimated liability.
As of December 31, 2023, approximately $1.0 billion of these U.S. net deferred tax assets have unlimited lives and approximately $200 million have limited lives, including $22 million of foreign tax credits, and the majority do not start to expire until 2031.
As of December 31, 2023, approximately $1.0 billion of these U.S. net deferred tax assets had unlimited lives and approximately $200 million had limited lives, including $22 million of foreign tax credits, and the majority do not start to expire until 2030.
At December 31, 2022, we had no borrowings and $3 million of letters of credit issued under the revolving credit facility. €800 Million Amended and Restated Senior Secured European Revolving Credit Facility due 2028 The European revolving credit facility matures on January 14, 2028 and consists of (i) a €180 million German tranche that is available only to Goodyear Germany GmbH and (ii) a €620 million all-borrower tranche that is available to Goodyear Europe B.V.
At December 31, 2023, we had $385 million of borrowings and $1 million of letters of credit issued under the revolving credit facility. €800 Million Amended and Restated Senior Secured European Revolving Credit Facility due 2028 The European revolving credit facility matures on January 14, 2028 and consists of (i) a €180 million German tranche that is available only to Goodyear Germany GmbH and (ii) a €620 million all-borrower tranche that is available to Goodyear Europe B.V.
For these programs, we have concluded that there is generally no risk of loss to us from non-payment of the sold receivables. At December 31, 2023, the gross amount of receivables sold was $693 million, compared to $744 million at December 31, 2022.
For these programs, we have concluded that there is generally no risk of loss to us from non-payment of the sold receivables. At December 31, 2024, the gross amount of receivables sold was $773 million, compared to $693 million at December 31, 2023.
If actual experience differs from expectations, our financial position, results of operations and liquidity in future periods may be affected. The weighted average discount rate used in estimating the total liability for our U.S. pension and other postretirement benefit plans was 5.12% and 5.16%, respectively, at December 31, 2023, compared to 5.45% and 5.51%, respectively, at December 31, 2022.
If actual experience differs from expectations, our financial position, results of operations and liquidity in future periods may be affected. The weighted average discount rate used in estimating the total liability for our U.S. pension and other postretirement benefit plans was 5.55% and 5.62%, respectively, at December 31, 2024, compared to 5.12% and 5.16%, respectively, at December 31, 2023.
Our plans for margin expansion also include a reduction of our cost structure by $1 billion, 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.
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.
As part of our annual impairment analysis as of October 31, 2023, we completed a quantitative impairment analysis at our North America, Asia Pacific and EMEA reporting units to determine if their fair values were less than their carrying amounts.
As part of our annual impairment analysis as of October 31, 2024, we completed a quantitative impairment analysis of our North America and Asia Pacific reporting units to determine if their fair values were less than their carrying amounts.
Those with variable prices are based on index rates for those commodities at December 31, 2023. 43 Table of Contents (9) These amounts primarily represent expected payments with interest for uncertain income tax positions as of December 31, 2023.
Those with variable prices are based on index rates for those commodities at December 31, 2024. 44 Table of Contents (9) These amounts primarily represent expected payments with interest for uncertain income tax positions as of December 31, 2024.
In 2023, income tax expense includes net discrete tax benefits totaling $9 million ($10 million after minority interest), primarily related to additional prior year withholding tax creditable in the U.S. as a result of a tax law change. Income tax expense in 2022 was $190 million on income before income taxes of $399 million.
Income tax expense in 2023 was $10 million on a loss before income taxes of $677 million. In 2023, income tax expense includes net discrete tax benefits totaling $9 million ($10 million after minority interest), primarily related to additional prior year withholding tax creditable in the U.S. as a result of a tax law change.
Our cash flows from operating activities are driven primarily by our operating results and changes in our working capital requirements and our cash flows from financing activities are dependent upon our ability to access credit or other capital. At December 31, 2023, we had $902 million of Cash and Cash Equivalents, compared to $1,227 million at December 31, 2022.
Our cash flows from operating activities are driven primarily by our operating results and changes in our working capital requirements and our cash flows from financing activities are dependent upon our ability to access credit or other capital. At December 31, 2024, we had $810 million of Cash and Cash Equivalents, compared to $902 million at December 31, 2023.
CGS in 2023 included pension expense of $15 million compared to $22 million in 2022. CGS in 2023 also included the favorable impact of a successful legal claim of $3 million ($3 million after-tax and minority) related to a 2005 warehouse fire in Spain.
CGS in 2024 and 2023 included pension expense of $15 million. CGS in 2023 also included the favorable impact of a successful legal claim of $3 million ($3 million after-tax and minority) related to a 2005 warehouse fire in Spain.
We have entered into certain arrangements under which we have provided guarantees that are off-balance sheet arrangements. Those guarantees totaled $31 million at December 31, 2023.
We have entered into certain arrangements under which we have provided guarantees that are off-balance sheet arrangements. Those guarantees totaled $29 million at December 31, 2024.
The most critical assumptions used in the calculation of the fair value of each reporting unit are the projected revenue, projected operating margin, discount rate and the selection of market multiples.
The most critical assumptions used in the calculation of the fair value of each reporting unit are the projected revenue, projected operating margin and discount rate.
Total segment operating margin (segment operating income divided by segment sales) in 2023 was 4.8% compared to 6.1% in 2022. Management believes that total segment operating income is useful because it represents the aggregate value of income created by our SBUs and excludes items not directly related to the SBUs for performance evaluation purposes.
Total segment operating margin (segment operating income divided by segment sales) in 2024 was 7.0% compared to 4.8% in 2023. 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.
At December 31, 2023, approximately $875 million of net assets, including approximately $194 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.
At December 31, 2024, approximately $790 million of net assets, including approximately $182 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.
For purposes of determining our 2023 U.S. pension total benefits cost, we recognized $132 million of the net actuarial losses in 2023. We will recognize approximately $100 million of net actuarial losses in 2024 U.S. net periodic pension cost.
For purposes of determining our 2024 U.S. pension total benefits cost, we recognized $94 million of the net actuarial losses in 2024. We will recognize approximately $100 million of net actuarial losses in 2025 U.S. net periodic pension cost.
At December 31, 2023, we had short term committed and uncommitted credit arrangements totaling $760 million, of which $380 million were unused, compared to $881 million and $469 million, respectively, at December 31, 2022. The continued availability of the short term uncommitted arrangements is at the discretion of the relevant lender and may be terminated at any time.
At December 31, 2024, we had short term committed and uncommitted credit arrangements totaling $871 million, of which $292 million were unused, compared to $760 million and $380 million, respectively, at December 31, 2023. The continued availability of the short term uncommitted arrangements is at the discretion of the relevant lender and may be terminated at any time.
We had recorded gross liabilities for 46 Table of Contents both asserted and unasserted asbestos claims, inclusive of defense costs, totaling $120 million and $125 million, respectively, at December 31, 2023 and December 31, 2022. We maintain certain primary and excess insurance coverage under coverage-in-place agreements, and also have additional excess liability insurance with respect to asbestos liabilities.
We had recorded gross liabilities for both asserted and unasserted asbestos claims, inclusive of defense costs, totaling $115 million and $120 million, respectively, at December 31, 2024 and December 31, 2023. We maintain certain primary and excess insurance coverage under coverage-in-place agreements, and also have additional excess liability insurance with respect to asbestos liabilities.
Risk Factors" 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" for a discussion of our use of forward-looking statements. 28 Table of Contents RESULTS OF OPERATIONS — CONSOLIDATED Goodyear net loss in 2023 was $689 million, or $2.42 per share, compared to net income of $202 million, or $0.71 per share, in 2022.
Risk Factors" 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" for a discussion of our use of forward-looking statements. 29 Table of Contents RESULTS OF OPERATIONS — CONSOLIDATED Goodyear net income in 2024 was $70 million, or $0.24 per share, compared to a net loss of $689 million, or $2.42 per share, in 2023.
Agreements for such supplier financing programs totaled up to $892 million and $920 million at December 31, 2023 and 2022, respectively. The amounts confirmed to the financial institutions were $580 million and $710 million at December 31, 2023 and December 31, 2022, respectively, and are included in Accounts Payable — Trade in our Consolidated Balance Sheets.
Agreements for such supplier financing programs totaled up to $775 million and $892 million at December 31, 2024 and 2023, respectively. The amounts confirmed to the financial institutions were $604 million and $580 million at December 31, 2024 and December 31, 2023, respectively, and are included in Accounts Payable — Trade in our Consolidated Balance Sheets.
The net actuarial gain of $85 million included in AOCL for our worldwide other postretirement benefit plans as of December 31, 2023 is a result of past increases in discount rates. For purposes of determining 2023 worldwide net periodic other postretirement benefits cost, we recognized $9 million of net actuarial gains in 2023.
The net actuarial gain of $86 million included in AOCL for our global other postretirement benefit plans as of December 31, 2024 is a result of past increases in discount rates. For purposes of determining 2024 global net periodic other postretirement benefits cost, we recognized $9 million of net actuarial gains in 2024.
The terms of the facility provide the flexibility to designate annually the maximum amount of funding available under the facility in an amount of not less than €30 million and not more than €450 million. For the period from October 20, 2022 through October 18, 2023, the designated maximum amount of the facility was €300 million.
The terms of the facility provide the flexibility to designate annually the maximum amount of funding available under the facility in an amount of not less than €30 million and not more than €450 million. For the period from October 19, 2023 through October 16, 2024, the designated maximum amount of the facility was €300 million.
Operating income in 2023 excluded a non-cash goodwill impairment charge of $230 million, net rationalization charges of $409 million, accelerated depreciation of $27 million and recoveries of previously written-off accounts receivable and other assets of $10 million in Russia. Operating income in 2022 excluded net rationalization charges of $92 million and accelerated depreciation and asset write-offs of $20 million.
Operating income in 2023 excluded net rationalization charges of $409 million, a non-cash goodwill impairment charge of $230 million, accelerated depreciation of $27 million and recoveries of previously written-off accounts receivable and other assets of $10 million in Russia.
Letters of Credit At December 31, 2023, we had $223 million in letters of credit issued under bilateral letter of credit agreements and other foreign credit facilities. 38 Table of Contents Supplier Financing We have entered into payment processing agreements with several financial institutions.
Letters of Credit At December 31, 2024, we had $211 million in letters of credit issued under bilateral letter of credit agreements and other foreign credit facilities. Supplier Financing 39 Table of Contents We have entered into payment processing agreements with several financial institutions.
We report interest and penalties related to uncertain income tax positions as income tax expense. For additional information regarding uncertain income tax positions and tax valuation allowances, refer to Note to the Consolidated Financial Statements No. 7, Income Taxes. Pensions and Other Postretirement Benefits.
We report interest and penalties related to uncertain income tax positions as income tax expense. 49 Table of Contents For additional information regarding uncertain income tax positions and tax valuation allowances, refer to Note to the Consolidated Financial Statements No. 6, Income Taxes. Pensions and Other Postretirement Benefits.
We have no minimum funding requirements for our funded U.S. pension plans under current ERISA law or the provisions of our USW collective bargaining agreement, including a provision which requires us to maintain an annual ERISA funded status for the Goodyear hourly U.S. pension plan of at least 97%.
We have no minimum funding requirements for our funded U.S. pension plans under the Employee Retirement Income Security Act of 1974 ("ERISA") or the provisions of our USW collective bargaining agreement, including a provision which requires us to maintain an annual ERISA funded status for the Goodyear U.S. hourly pension plan of at least 97%.
The actual rate of return on our U.S. pension fund was 7.90%, (17.00%) and 1.80% in 2023, 2022 and 2021, respectively, as compared to the expected rate of 6.27%, 4.23% and 3.74% in 2023, 2022 and 2021, respectively. We use the fair value of our pension assets in the calculation of pension expense for all of our U.S. pension plans.
The actual rate of return on our U.S. pension fund was 1.70%, 7.90% and (17.00)% in 2024, 2023 and 2022, respectively, as compared to the expected rate of 5.95%, 6.27% and 4.23% in 2024, 2023 and 2022, respectively. We use the fair value of our pension assets in the calculation of pension expense for all of our U.S. pension plans.
The facility’s current back-up liquidity commitments will expire on October 16, 2024. At December 31, 2023, the amounts available and utilized under this program totaled $244 million (€221 million). At December 31, 2022, the amounts available and utilized under this program totaled $267 million (€250 million).
The facility’s current back-up liquidity commitments will expire on October 16, 2025. At December 31, 2024, the amounts available and utilized under this program totaled $227 million (€218 million). At December 31, 2023, the amounts available and utilized under this program totaled $244 million (€221 million).
EMEA’s results are highly dependent upon Germany, which accounted for 15% of EMEA’s net sales in both 2023 and 2022.
EMEA’s results are highly dependent upon Germany, which accounted for 17% and 15% of EMEA’s net sales in both 2024 and 2023, respectively.
At December 31, 2023, our net actuarial loss included in Accumulated Other Comprehensive Loss ("AOCL") related to global pension plans was $2,268 million, $1,744 million of which related to our U.S. pension plans.
At December 31, 2024, our net actuarial loss included in Accumulated Other Comprehensive Loss ("AOCL") related to global pension plans was $2,182 million, $1,690 million of which related to our U.S. pension plans.
(4) Operating lease obligations have not been reduced by minimum sublease rentals of $8 million, $8 million, $5 million, $3 million, $2 million and $3 million in each of the periods above, respectively, for a total of $29 million. Payments, net of minimum sublease rentals, total $1,305 million.
(4) Operating lease obligations have not been reduced by minimum sublease rentals of $7 million, $4 million, $3 million, $2 million, $1 million and $1 million in each of the periods above, respectively, for a total of $18 million. Payments, net of minimum sublease rentals, total $1,279 million.
At December 31, 2023, we had long term credit arrangements totaling $10,983 million, of which $3,867 million were unused, compared to $10,925 million and $3,566 million, respectively, at December 31, 2022.
At December 31, 2024, we had long term credit arrangements totaling $10,352 million, of which $3,263 million were unused, compared to $10,983 million and $3,867 million, respectively, at December 31, 2023.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
We have the option to redeem these notes, in whole or in part, at any time prior to their maturity.
We have the option to redeem these notes, in whole or in part, at any time prior to their maturity.
The indenture for these notes includes redemption provisions that are substantially similar to those contained in the indenture governing our 5% senior notes due 2029, described above.
The indenture for these notes includes redemption provisions that are substantially similar to those contained in the indenture governing our 5% senior notes due 2029, described above.
Mutual funds are valued at the NAV of shares held at year end, as determined by the closing price reported on the active market on which the individual securities are traded, or a pricing vendor or the fund family if an active market is not available.
Mutual funds are valued at the NAV of shares held at year end, as determined by the closing price reported on the active market on which the individual securities are traded, or a pricing vendor or the fund family if an active market is not available.
The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries. At December 31, 2023, we had no borrowings and no letters of credit outstanding under the European revolving credit facility.
The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries. At December 31, 2024 and 2023, we had no borrowings and no letters of credit outstanding under the European revolving credit facility.
Our other postretirement benefits cost is presented net of this subsidy, which is less than $ 1 million annually. 100 Table of Contents The change in benefit obligation and plan assets for 2023 and 2022 and the amounts recognized in our Consolidated Balance Sheets at December 31, 2023 and 2022 are as follows: Pension Plans U.S. Non-U.S.
Our other postretirement benefits cost is presented net of this subsidy, which is less than $ 1 million annually. 100 Table of Contents The change in benefit obligation and plan assets for 2024 and 2023 and the amounts recognized in our Consolidated Balance Sheets at December 31, 2024 and 2023 are as follows: Pension Plans U.S. Non-U.S.
We have recorded an indemnification asset within Accounts Receivable of $ 11 million and within Other Assets of $ 4 million from Sumitomo Rubber Industries, Ltd.'s ("SRI") obligation to indemnify us for certain product liability claims related to products manufactured by a formerly consolidated joint venture entity, subject to certain caps and restrictions. Asbestos.
We have recorded an indemnification asset within Accounts Receivable of $ 4 million and within Other Assets of $ 2 million from Sumitomo Rubber Industries, Ltd.'s ("SRI") obligation to indemnify us for certain product liability claims related to products manufactured by a formerly consolidated joint venture entity, subject to certain caps and restrictions. Asbestos.
We expect that approximat ely 55 % of asbestos claim related losses would be recoverable through insurance during the ten-year period covered by the estimated liability. Of these amounts, $ 10 million and $ 11 million were included in Current Assets as part of Accounts Receivable at December 31, 2023 and December 31, 2022, respectively.
We expect that approximat ely 55 % of asbestos claim related losses would be recoverable through insurance during the ten-year period covered by the estimated liability. Of these amounts, $ 11 million and $ 10 million were included in Current Assets as part of Accounts Receivable at December 31, 2024 and December 31, 2023, respectively.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.
In developing the long term rate of return, we evaluated input from our pension fund consultant on asset class return expectations, including determining the appropriate rate of return for our plans, which are substantially invested in fixed income securities. For our non-U.S. locations, an assumed weighted average long term rate of return of 4.79 % was used.
In developing the long term rate of return, we evaluated input from our pension fund consultant on asset class return expectations, including determining the appropriate rate of return for our plans, which are substantially invested in fixed income securities. For our non-U.S. locations, an assumed weighted average long term rate of return of 4.63 % was used.
Based upon that assessment, at December 31, 2023, we do not believe that estimated reasonably possible losses associated with general and product liability claims in excess of the amounts recorded will have a material adverse effect on our financial position, cash flows or results of operations.
Based upon that assessment, at December 31, 2024, we do not believe that estimated reasonably possible losses associated with general and product liability claims in excess of the amounts recorded will have a material adverse effect on our financial position, cash flows or results of operations.
Gains and losses on contracts that we temporarily continue to hold after the early termination of a hedged position, or that otherwise no longer qualify for hedge accounting, are recognized in Other (Income) Expense. Refer to Note to the Consolidated Financial Statements No. 16, Financing Arrangements and Derivative Financial Instruments.
Gains and losses on contracts that we temporarily continue to hold after the early termination of a hedged position, or that otherwise no longer qualify for hedge accounting, are recognized in Other (Income) Expense. Refer to Note to the Consolidated Financial Statements No. 15, Financing Arrangements and Derivative Financial Instruments.
We allocate fixed manufacturing overheads based on normal production capacity and recognize abnormal manufacturing costs as period costs. We determine a provision for excess and obsolete inventory based on management’s review of inventories on hand compared to estimated future usage and sales. Refer to Note to the Consolidated Financial Statements No. 11, Inventories.
We allocate fixed manufacturing overheads based on normal production capacity and recognize abnormal manufacturing costs as period costs. We determine a provision for excess and obsolete inventory based on management’s review of inventories on hand compared to estimated future usage and sales. Refer to Note to the Consolidated Financial Statements No. 10, Inventories.
The indenture for these notes includes covenants that are substantially similar to those contained in the indenture governing our 4.875 % senior notes due 2027, described above. $550 million 5.25% Senior Notes due April 2031 At December 31, 2023, $ 550 million in aggregate principal amount of 5.25 % senior notes due April 2031 were outstanding.
The indenture for these notes includes covenants that are substantially similar to those contained in the indenture governing our 4.875 % senior notes due 2027, described above. $550 million 5.25% Senior Notes due April 2031 At December 31, 2024, $ 550 million aggregate principal amount of 5.25 % senior notes due April 2031 were outstanding.
The indenture for these notes includes covenants that are substantially similar to those contained in the indenture governing our 4.875 % senior notes due 2027, described above. $600 million 5.25% Senior Notes due July 2031 At December 31, 2023, $ 600 million in aggregate principal amount of 5.25 % senior notes due July 2031 were outstanding.
The indenture for these notes includes covenants that are substantially similar to those contained in the indenture governing our 4.875 % senior notes due 2027, described above. $600 million 5.25% Senior Notes due July 2031 At December 31, 2024, $ 600 million aggregate principal amount of 5.25 % senior notes due July 2031 were outstanding.
The amount of our ultimate liability in respect of these matters may differ from these estimates. We periodically, and at least annually, update our loss development factors based on actuarial analyses. At December 31, 2023 and 2022, the liability was discounted using a risk-free rate of return.
The amount of our ultimate liability in respect of these matters may differ from these estimates. We periodically, and at least annually, update our loss development factors based on actuarial analyses. At December 31, 2024 and 2023, the liability was discounted using a risk-free rate of return.
Capital Stock Dividends No cash dividends were paid on our common stock in 2023, 2022 or 2021. Common Stock Repurchases We may repurchase shares delivered to us by employees as payment for the exercise price of stock options and the withholding taxes due upon the exercise of stock options or the vesting or payment of stock awards.
Capital Stock Dividends No cash dividends were paid on our common stock in 2024, 2023 or 2022. Common Stock Repurchases We may repurchase shares delivered to us by employees as payment for the exercise price of stock options and the withholding taxes due upon the exercise of stock options or the vesting or payment of stock awards.
Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or 56 Table of Contents complex judgments.
Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or 57 Table of Contents complex judgments.
In addition, we consider our current forecasts of future profitability in assessing our ability to realize our deferred tax assets as well as the impact of tax planning strategies. These forecasts include the impact of recent trends and various macroeconomic factors such as the impact of raw material, transportation, labor and energy costs on our profitability.
In addition, we considered our current forecasts of future profitability in assessing our ability to realize our deferred tax assets as well as the impact of tax planning strategies. These forecasts include the impact of recent trends and various macroeconomic factors such as the impact of raw material, transportation, labor and energy costs on our profitability.
The indenture for these notes includes covenants that are substantially similar to those contained in the indenture governing our 9.5 % senior notes due 2025, described above. $700 million 4.875% Senior Notes due 2027 At December 31, 2023, $ 700 million aggregate principal amount of 4.875 % senior notes due 2027 were outstanding.
The indenture for these notes includes covenants that are substantially similar to those contained in the indenture governing our 9.5 % senior notes due 2025, described above. $700 million 4.875% Senior Notes due 2027 At December 31, 2024, $ 700 million aggregate principal amount of 4.875 % senior notes due 2027 were outstanding.
The indenture for these notes includes covenants that are substantially similar to those contained in the indenture governing our 4.875 % senior notes due 2027, described above. $450 million 5.625% Senior Notes due 2033 At December 31, 2023, $ 450 million in aggregate principal amount of 5.625 % senior notes due 2033 were outstanding.
The indenture for these notes includes covenants that are substantially similar to those contained in the indenture governing our 4.875 % senior notes due 2027, described above. $450 million 5.625% Senior Notes due 2033 At December 31, 2024, $ 450 million aggregate principal amount of 5.625 % senior notes due 2033 were outstanding.
Debt Maturities The annual aggregate maturities of our debt (excluding the impact of deferred financing fees, unamortized discounts and the fair value step-up related to the Cooper Tire acquisition), finance leases and notes payable and overdrafts for the five years subsequent to December 31, 2023 are presented below.
Debt Maturities The annual aggregate maturities of our debt (excluding the impact of deferred financing fees, unamortized discounts and the fair value step-up related to the Cooper Tire acquisition), finance leases and notes payable and overdrafts for the five years subsequent to December 31, 2024 are presented below.
The indenture for these notes includes covenants that are substantially similar to those contained in the indenture governing our 4.875 % senior notes due 2027, described above. $850 million 5% Senior Notes due 2029 At December 31, 2023, $ 850 million in aggregate principal amount of 5 % senior notes due 2029 were outstanding.
The indenture for these notes includes covenants that are substantially similar to those contained in the indenture governing our 4.875 % senior notes due 2027, described above. $850 million 5% Senior Notes due 2029 At December 31, 2024, $ 850 million aggregate principal amount of 5 % senior notes due 2029 were outstanding.
If not favorably settled, $ 9 million of the unrecognized tax benefits and all the accrued interest would require the use of our cash. We do not expect changes during 2024 to our unrecognized tax benefits to have a significant impact on our financial position or results of operations.
If not favorably settled, $ 24 million of the unrecognized tax benefits and all the accrued interest would require the use of our cash. We do not expect changes during 2024 to our unrecognized tax benefits to have a significant impact on our financial position or results of operations.
("GEBV"), to (i) incur additional debt or issue redeemable preferred stock, (ii) pay dividends, repurchase shares or make certain other restricted payments or investments, (iii) incur liens, (iv) sell assets, (v) incur restrictions on the ability of our subsidiaries to pay dividends or to make other payments to us, (vi) enter into affiliate transactions, (vii) engage in sale and leaseback transactions, and (viii) consolidate, merge, sell or otherwise dispose of all or substantially all of our assets.
("GEBV"), to (i) incur additional debt or issue redeemable preferred stock, (ii) pay dividends, repurchase shares or make certain other restricted payments or investments, (iii) incur liens, (iv) sell assets, (v) incur restrictions on the ability of our subsidiaries to pay dividends or to make other payments to us, (vi) enter into affiliate transactions, (vii) 91 Table of Contents engage in sale and leaseback transactions, and (viii) consolidate, merge, sell or otherwise dispose of all or substantially all of our assets.
Total units earned for grants made in 2023, 2022 and 2021 may vary bet ween 0 % and 200 % of the units granted based on the attainment of performance targets during the related three-year period and continued service. The performance targets are established by the Board of Directors.
Total units earned for grants made in 2024, 2023 and 2022 may vary bet ween 0 % and 200 % of the units granted based on the attainment of performance targets during the related three-year period and continued service. The performance targets are established by the Board of Directors.
Treasury bonds with a remaining maturity equal to the expected term of the awards; and • Forfeitures are based substantially on the history of cancellations of similar awards granted in prior years. Refer to Note to the Consolidated Financial Statements No. 19, Stock Compensation Plans.
Treasury bonds with a remaining maturity equal to the expected term of the awards; and • Forfeitures are based substantially on the history of cancellations of similar awards granted in prior years. Refer to Note to the Consolidated Financial Statements No. 18, Stock Compensation Plans.
The facility ultimately matures on November 22, 2024, has covenants relating to the Mexican and U.S. subsidiaries, and has customary representations and warranties and defaults relating to the Mexican and U.S. subsidiaries' ability to perform their respective obligations under the facility. Our Chinese subsidiaries have several financing arrangements in China.
The facility ultimately matures on November 22, 2026, has covenants relating to the Mexican and U.S. subsidiaries, and has customary representations and warranties and defaults relating to the Mexican and U.S. subsidiaries' ability to perform their respective obligations under the facility. Our Chinese subsidiaries have several financing arrangements in China.
The carrying value of the remaining debt was based upon internal estimates of fair value derived from market prices for similar debt. Note 18. Pension, Other Postretirement Benefits and Savings Plans We provide employees with defined benefit pension or defined contribution savings plans.
The carrying value of the remaining debt was based upon internal estimates of fair value derived from market prices for similar debt. Note 17. Pension, Other Postretirement Benefits and Savings Plans We provide employees with defined benefit pension or defined contribution savings plans.
For our non-U.S. locations, mortality assumptions are based on published actuarial tables which include projections of future mortality improvements. 102 Table of Contents The following table presents estimated future benefit payments from the plans as of December 31, 2023.
For our non-U.S. locations, mortality assumptions are based on published actuarial tables which include projections of future mortality improvements. 102 Table of Contents The following table presents estimated future benefit payments from the plans as of December 31, 2024.
Operating lease expense is recognized on a straight-line basis over the lease term. Refer to Note to the Consolidated Financial Statements No. 15, Leases. Foreign Currency Translation The functional currency for most subsidiaries outside the United States is the local currency.
Operating lease expense is recognized on a straight-line basis over the lease term. Refer to Note to the Consolidated Financial Statements No. 14, Leases. Foreign Currency Translation The functional currency for most subsidiaries outside the United States is the local currency.
The indenture has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries. $900 million 5% Senior Notes due 2026 At December 31, 2023, $ 900 million aggregate principal amount of 5 % senior notes due 2026 were outstanding.
The indenture has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries. $900 million 5% Senior Notes due 2026 At December 31, 2024, $ 900 million aggregate principal amount of 5 % senior notes due 2026 were outstanding.
These covenants are subject to significant exceptions and qualifications. $150 million 7% Senior Notes due 2028 At December 31, 2023, $ 150 million aggregate principal amount of 7 % notes due 2028 were outstanding. These notes are unsecured senior obligations and will mature on March 15, 2028 .
These covenants are subject to significant exceptions and qualifications. $150 million 7% Senior Notes due 2028 At December 31, 2024, $ 150 million aggregate principal amount of 7 % notes due 2028 were outstanding. These notes are unsecured senior obligations and will mature on March 15, 2028 .
Other Foreign Credit Facilities A Mexican subsidiary and a U.S. subsidiary have a revolving credit facility in Mexico. At December 31, 2023, the amounts available and utilized under this facility were $ 200 milli on and $ 84 million, respectively . At December 31, 2022, the amounts available and utilized under this facility were $ 200 million.
Other Foreign Credit Facilities A Mexican subsidiary and a U.S. subsidiary have a revolving credit facility in Mexico. At December 31, 2024, the amounts available and utilized under this facility were $ 200 milli on. At December 31, 2023, the amounts available and utilized under this facility were $ 200 million and $ 84 million, respectively.
Miscellaneous (income) expense in 2023 includes non-indemnified costs for product liability claims related to products manufactured by a formerly consolidated joint venture entity totaling $ 31 million and a $ 10 million loss related to the sale of a receivable in Argentina, partially offset by $ 5 million of income for the write-off of accumulated foreign currency translation related to our exited business in Russia.
M iscellaneous (income) expense in 2023 includes non-indemnified costs for product liability claims related to products manufactured by a formerly consolidated joint venture entity totaling $ 31 million and a $ 10 million loss related to the sale of a receivable in Argentina, partially offset by $ 5 million of income for the write-off of accumulated foreign currency translation related to our exited business in Russia.
We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Management determined there was sufficient positive evidence to conclude it is more likely than not that, as of December 31, 2023, the U.S. net deferred tax assets will be fully utilized.
Management determined there was sufficient positive evidence to conclude it is more likely than not that, as of December 31, 2024, the U.S. net deferred tax assets will be fully utilized.
These covenants are subject to significant exceptions and qualifications. $117 million 7.625% Senior Notes due 2027 Following the Cooper Tire acquisition and at December 31, 2023, $ 117 million aggregate principal amount of 7.625 % senior notes due 2027 were outstanding.
These covenants are subject to significant exceptions and qualifications. $117 million 7.625% Senior Notes due 2027 Following the Cooper Tire acquisition and at December 31, 2024, $ 117 million aggregate principal amount of 7.625 % senior notes due 2027 were outstanding.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Refer to Note to the Consolidated Financial Statements No. 20, Commitments and Contingent Liabilities. Legal Costs We record a liability for estimated legal and defense costs related to pending general and product liability claims, environmental matters and workers’ compensation claims. Refer to Note to the Consolidated Financial Statements No. 20, Commitments and Contingent Liabilities.
Refer to Note to the Consolidated Financial Statements No. 19, Commitments and Contingent Liabilities. Legal Costs We record a liability for estimated legal and defense costs related to pending general and product liability claims, environmental matters and workers’ compensation claims. Refer to Note to the Consolidated Financial Statements No. 19, Commitments and Contingent Liabilities.
Rationalization actions related to accelerated depreciation or amortization, asset impairments, and non-cancelable leases, are recorded in CGS or SAG. Refer to Note to the Consolidated Financial Statements No. 4, Costs Associated with Rationalization Programs.
Rationalization actions related to accelerated depreciation or amortization, asset impairments, and non-cancelable leases, are recorded in CGS or SAG. Refer to Note to the Consolidated Financial Statements No. 3, Costs Associated with Rationalization Programs.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Management's Report on Internal Control over Financial Reporting 55 Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 56 Consolidated Financial Statements of The Goodyear Tire & Rubber Company: Consolidated Statements of Operations for each of the three years ended December 31, 2023, 2022 and 2021 59 Consolidated Statements of Comprehensive Income (Loss) for each of the three years ended December 31, 2023, 2022 and 2021 60 Consolidated Balance Sheets at December 31, 2023 and December 31, 2022 61 Consolidated Statements of Shareholders’ Equity for each of the three years ended December 31, 2023, 2022 and 2021 62 Consolidated Statements of Cash Flows for each of the three years ended December 31, 2023, 2022 and 2021 65 Notes to Consolidated Financial Statements 66 Financial Statement Schedule: The following consolidated financial statement schedule of The Goodyear Tire & Rubber Company is filed as part of this Annual Report on Form 10-K and should be read in conjunction with the Consolidated Financial Statements of The Goodyear Tire & Rubber Company: Schedule II – Valuation and Qualifying Accounts for each of the three years ended December 31, 2023, 2022 and 2021 FS- 2 Schedules not listed above have been omitted since they are not applicable or are not required, or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto. 54 Table of Contents MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined under Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934, as amended.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Management's Report on Internal Control over Financial Reporting 56 Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 57 Consolidated Financial Statements of The Goodyear Tire & Rubber Company: Consolidated Statements of Operations for each of the three years ended December 31, 2024, 2023 and 2022 60 Consolidated Statements of Comprehensive Income (Loss) for each of the three years ended December 31, 2024, 2023 and 2022 61 Consolidated Balance Sheets at December 31, 2024 and December 31, 2023 62 Consolidated Statements of Shareholders’ Equity for each of the three years ended December 31, 2024, 2023 and 2022 63 Consolidated Statements of Cash Flows for each of the three years ended December 31, 2024, 2023 and 2022 66 Notes to Consolidated Financial Statements 67 Financial Statement Schedule: The following consolidated financial statement schedule of The Goodyear Tire & Rubber Company is filed as part of this Annual Report on Form 10-K and should be read in conjunction with the Consolidated Financial Statements of The Goodyear Tire & Rubber Company: Schedule II – Valuation and Qualifying Accounts for each of the three years ended December 31, 2024, 2023 and 2022 FS- 2 Schedules not listed above have been omitted since they are not applicable or are not required, or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto. 55 Table of Contents MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined under Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934, as amended.
These covenants are subject to significant exceptions and qualifications. For example, if these notes are assigned an investment grade rating from at least two of Moody's, Standard and Poor's and Fitch and no default has occurred and is 91 Table of Contents continuing, certain covenants will be suspended and we may elect to suspend the subsidiary guarantees.
These covenants are subject to significant exceptions and qualifications. For example, if these notes are assigned an investment grade rating from at least two of Moody's, Standard and Poor's and Fitch and no default has occurred and is continuing, certain covenants will be suspended and we may elect to suspend the subsidiary guarantees.
Management conducted an assessment of the Company’s internal control over financial reporting as of December 31, 2023 using the framework specified in Internal Control — Integrated Framework (2013) , published by the Committee of Sponsoring Organizations of the Treadway Commission.
Management conducted an assessment of the Company’s internal control over financial reporting as of December 31, 2024 using the framework specified in Internal Control — Integrated Framework (2013) , published by the Committee of Sponsoring Organizations of the Treadway Commission.
As part of our annual impairment analysis as of October 31, 2023, we completed a quantitative impairment analysis of our indefinite-lived intangible assets to determine if their fair values were less than their carrying amounts.
As part of our annual impairment analysis as of October 31, 2024, we completed a quantitative impairment analysis of our indefinite-lived intangible assets to determine if their fair values were less than their carrying amounts.
Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for a discussion of our management of counterparty risk. 53 Table of Contents IT EM 8. FINANCIAL STATEMENTS.
Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for a discussion of our management of counterparty risk. 54 Table of Contents IT EM 8. FINANCIAL STATEMENTS.
After settlement, excess plan assets of $ 18 million were used to fund 98 Table of Contents obligations associated with our U.S. salaried defined contribution savings plan. During 2023, we recognized termination benefits charges of $ 1 million in Rationalizations related to the closure of the Fulda tire manufacturing facility.
After settlement, excess plan assets of $ 18 million were used to fund obligations associated with our U.S. salaried defined contribution savings plan. During 2023, we recognized termination benefits charges of $ 1 million in Rationalizations related to the closure of the Fulda tire manufacturing facility.
The program does not qualify for sale accounting, and accordingly, these amounts are included in Long Term Debt and Finance Leases. 95 Table of Contents Accounts Receivable Factoring Facilities (Off-Balance Sheet) We have sold certain of our trade receivables under off-balance sheet programs.
The program does not qualify for sale accounting, and accordingly, these amounts are included in Long Term Debt and Finance Leases. Accounts Receivable Factoring Facilities (Off-Balance Sheet) We have sold certain of our trade receivables under off-balance sheet programs.
Although we believe we have complied with applicable tax laws, have strong positions and defenses and have historically been successful 111 Table of Contents in defending such claims, our results of operations could be materially adversely affected in the case we are unsuccessful in the defense of existing or future claims.
Although we believe we have complied with applicable tax laws, have strong positions and defenses and have historically been successful in defending such claims, our results of operations could be materially adversely affected in the case we are unsuccessful in the defense of existing or future claims.
Approximately $200 million of these U.S. net deferred tax assets have limited lives and the majority of the limited lived deferred tax assets do not start to expire until 2031.
Approximately $200 million of these U.S. net deferred tax assets have limited lives and the majority of the limited lived deferred tax assets do not start to expire until 2030.
Up to € 175 million of swingline loans and € 75 million in letters of credit are available for issuance under the all-borrower tranche. Subject to the consent of the lenders whose commitments are to be increased, we may request that the facility be increased by up to € 200 million.
Up to € 175 million of swingline loans and € 75 million in letters of credit are available 94 Table of Contents for issuance under the all-borrower tranche. Subject to the consent of the lenders whose commitments are to be increased, we may request that the facility be increased by up to € 200 million.
Refer to Notes to the Consolidated Financial Statements No. 5, Interest Expense, and No. 14, Property, Plant and Equipment. Leases We determine if an arrangement is or contains a lease at inception. We enter into leases primarily for our distribution facilities, manufacturing equipment, administrative offices, retail stores, vehicles and data processing equipment under varying terms and conditions.
Refer to Notes to the Consolidated Financial Statements No. 4, Interest Expense, and No. 13, Property, Plant and Equipment. Leases We determine if an arrangement is or contains a lease at inception. We enter into leases primarily for our distribution facilities, manufacturing equipment, administrative offices, retail stores, vehicles and data processing equipment under varying terms and conditions.
However, macroeconomic factors such as raw material, transportation, labor and energy costs possess a high degree of volatility and can significantly impact our profitability.
However, macroeconomic factors such as raw material, transportation, potential tariff, labor and energy costs possess a high degree of volatility and can significantly impact our profitability.
We assessed the period from October 31, 2023 to December 31, 2023 and determined there were no factors that caused us to change our conclusions as of October 31, 2023.
We assessed the period from October 31, 2024 to December 31, 2024 and determined there were no factors that caused us to change our conclusions as of October 31, 2024.
This rate was derived from spot rates along a yield curve developed from a portfolio of corporate bonds from issuers rated AA or higher by established rating agencies as of December 31, 2022, applied to our expected benefit payment cash flows. For our non-U.S. locations, a weighted average discount rate of 4.72 % was used.
This rate was derived from spot rates along a yield curve developed from a portfolio of corporate bonds from issuers rated AA or higher by established rating agencies as of December 31, 2023, applied to our expected benefit payment cash flows. For our non-U.S. locations, a weighted average discount rate of 4.19 % was used.
The restrictions lapse when cash from factored accounts receivable is remitted to the purchaser of those receivables. At December 31, 2023, $ 83 million was recorded in Prepaid Expenses and Other Current Assets in the Consolidated Balance Sheets .
The restrictions lapse when cash from factored accounts receivable is remitted to the purchaser of those receivables. At December 31, 2024 and 2023, $ 54 million and $ 83 million was recorded in Prepaid Expenses and Other Current Assets in the Consolidated Balance Sheets, respectively.
On an ongoing basis, management reviews its estimates, including those related to: • goodwill, intangibles and other long-lived assets, • general and product liabilities and other litigation, • workers’ compensation, • deferred tax asset valuation allowances and uncertain income tax positions, • rationalization plans, • pension and other postretirement benefits, and • various other operating allowances and accruals, based on currently available information.
On an ongoing basis, management reviews its estimates, including those related to: • goodwill, intangibles and other long-lived assets, • general and product liabilities and other litigation, • workers’ compensation, 67 Table of Contents • deferred tax asset valuation allowances and uncertain income tax positions, • rationalization plans, • pension and other postretirement benefits, and • various other operating allowances and accruals, based on currently available information.
Other investments primarily include derivative financial instruments, which are valued using independent pricing sources which utilize industry standard derivative valuation models. Directed insurance contracts are valued as reported by the issuer, based on discounted cash flows using a weighted average discount rate of 3.0 % at December 31, 2023 and 2022.
Other investments primarily include derivative financial instruments, which are valued using independent pricing sources which utilize industry standard derivative valuation models. Directed insurance contracts are valued as reported by the issuer, based on discounted cash flows using a weighted average discount rate of 3.2 % and 3.0 % at December 31, 2024 and 2023, respectively.
Total benefits cost for our other postretirement benefits was $ 5 million , $ 12 million and $ 5 million for our U.S. plans in 2023, 2022 and 2021, respectively, and $ 3 million, $ 4 million and $ 4 million for our non-U.S. plans in 2023, 2022 and 2021, respectively.
Total benefits cost for our other postretirement benefits was $ 3 million , $ 5 million and $ 12 million for our U.S. plans in 2024, 2023 and 2022, respectively, and $ 3 million, $ 3 million and $ 4 million for our non-U.S. plans in 2024, 2023 and 2022, respectively.
Our investments in TireHub, LLC (“TireHub”), a distribution joint venture in the U.S., and ACTR Company Limited ("ACTR"), a tire manufacturing joint venture in Vietnam, are accounted for under the equity method. We regularly review our investments to determine whether a decline in fair value below their recorded amount is other than temporary.
Our investments in TireHub, LLC (“TireHub”), a distribution joint venture in the U.S., and ACTR Company Limited ("ACTR"), a tire manufacturing joint venture in Vietnam, are accounted for under the equity method. 70 Table of Contents We regularly review our investments to determine whether a decline in fair value below their recorded amount is other than temporary.
Our hourly U.S. pension plans are frozen, except for certain grandfathered participants in the Cooper Tire hourly pension plans who continue to accrue benefits, and provide benefits based on length of service. The principal salaried U.S. pension plans are frozen and provide benefits based on compensation and length of service.
Our hourly U.S. pension plans are frozen, except for certain grandfathered participants in the Cooper Tire hourly pension plans who continue to accrue benefits, and provide benefits based on length of service. The principal salaried U.S. pension plan is frozen and provides benefits based on compensation and length of service.
Based on such assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023.
Based on such assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024.
At December 31, 2023, approximate ly $ 875 million of net assets were subject to such regulations or limitations. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out or the average cost method. Costs include direct material, direct labor and applicable manufacturing and engineering overhead.
At December 31, 2024, approximate ly $ 790 million of net assets were subject to such regulations or limitations. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out or the average cost method. Costs include direct material, direct labor and applicable manufacturing and engineering overhead.
In 2015, as a result of the dissolution of the global alliance with SRI, we issued a guarantee of $ 46 million to an insurance company related to SRI's obligation to pay certain outstanding workers' compensation claims of a formerly consolidated joint venture entity. As of December 31, 2023, this guarantee amount has been reduced to $ 17 million.
In 2015, as a result of the dissolution of the global alliance with SRI, we issued a guarantee of $ 46 million to an insurance company related to SRI's obligation to pay certain outstanding workers' compensation claims of a formerly consolidated joint venture entity. As of December 31, 2024, this guarantee amount has been reduced to $ 15 million.
Based on our current liquidity, amounts drawn under this facility bear interest at SOFR plus 125 basis points. Undrawn amounts under the facility are subject to an annual commitment fee of 25 basis points. At December 31, 2023, we had $ 385 million of borrowings and $ 1 million of letters of credit issued under the revolving credit facility.
Based on our current liquidity, amounts drawn under this facility bear interest at SOFR plus 125 basis points. Undrawn amounts under the facility are subject to an annual commitment fee of 25 basis points. At December 31, 2024, we had $ 700 million of borrowings and $ 1 million of letters of credit issued under the revolving credit facility.
Assumed health care cost trend rates at December 31 follow: 2023 2022 Health care cost trend rate assumed for the next year 6.75 % 7.0 % Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) 5.0 5.0 Year that the rate reaches the ultimate trend rate 2031 2031 Our pension plan weighted average investment allocation at December 31, by asset category, follows: U.S.
Assumed health care cost trend rates at December 31 follow: 2024 2023 Health care cost trend rate assumed for the next year 6.50 % 6.75 % Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) 5.0 5.0 Year that the rate reaches the ultimate trend rate 2031 2031 Our pension plan weighted average investment allocation at December 31, by asset category, follows: U.S.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is presented in this Annual Report on Form 10-K. 55 Table of Contents REPORT OF INDEPENDENT REGIS TERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of The Goodyear Tire & Rubber Company Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the consolidated financial statements, including the related notes and financial statement schedule, of The Goodyear Tire & Rubber Company and its subsidiaries (the “Company”) as listed in the index appearing under Item 8 (collectively referred to as the “consolidated financial statements”).
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is presented in this Annual Report on Form 10-K. 56 Table of Contents REPORT OF INDEPENDENT REGIS TERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of The Goodyear Tire & Rubber Company Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the consolidated financial statements, including the related notes and financial statement schedule, of The Goodyear Tire & Rubber Company and its subsidiaries (the "Company") as listed in the index appearing under Item 8 (collectively referred to as the "consolidated financial statements").
Of these amounts, $ 46 million and $ 39 million were included in Other Current Liabilities at December 31, 2023 and 2022, respectively. The amounts recorded were estimated based on an assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and, where available, recent and current trends.
Of these amounts, $ 60 million and $ 46 million were included in Other Current Liabilities at December 31, 2024 and 2023, respectively. The amounts recorded were estimated based on an assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and, where available, recent and current trends.
Finance leases are included in Property, Plant and Equipment, Long Term Debt and Finance Leases due Within One Year, and Long Term Debt and Finance Leases on our Consolidated Balance Sheets. 70 Table of Contents ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.
Finance leases are included in Property, Plant and Equipment, Long Term Debt and Finance Leases due Within One Year, and Long Term Debt and Finance Leases on our Consolidated Balance Sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.
The carrying value of Notes Payable and Overdrafts approximates fair value due to the short term nature of the facilities. Long term debt with fair values of $ 5,301 m illion and $ 4,946 million at December 31, 2023 and 2022, respectively, were estimated using quoted Level 1 market prices.
The carrying value of Notes Payable and Overdrafts approximates fair value due to the short term nature of the facilities. Long term debt with fair values of $ 4,921 m illion and $ 5,301 million at December 31, 2024 and 2023, respectively, were estimated using quoted Level 1 market prices.
Short term securities held in commingled funds or pooled separate accounts are valued at the NAV of units held at year end, as determined by the investment manager. • Equity Securities: Common and preferred stock, which are held in non-U.S. companies, are valued at the closing price reported on the active market on which the individual securities are traded.
Short term securities held in commingled funds are valued at the NAV of units held at year end, as determined by the investment manager. • Equity Securities: Common and preferred stock, which are held in non-U.S. companies, are valued at the closing price reported on the active market on which the individual securities are traded.
Of these amounts, $ 27 million and $ 20 million were included in Other Current Liabilities at December 31, 2023 and 2022, respectively. The costs include legal and consulting fees, site studies, the design and implementation of remediation plans, post-remediation monitoring and related activities, and will be paid over several years.
Of these amounts, $ 24 million and $ 27 million were included in Other Current Liabilities at December 31, 2024 and 2023, respectively. The costs include legal and consulting fees, site studies, the design and implementation of remediation plans, post-remediation monitoring and related activities, and will be paid over several years.
Refer to Notes to the Consolidated Financial Statements No. 16, Financing Arrangements and Derivative Financial Instruments, and No. 17, Fair Value Measurements. Reclassifications and Adjustments Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation. 72 Table of Contents Note 2.
Refer to Notes to the Consolidated Financial Statements No. 15, Financing Arrangements and Derivative Financial Instruments, and No. 16, Fair Value Measurements. Reclassifications and Adjustments Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation. 73 Table of Contents Note 2.
Salaried employees who made voluntary contributions to these plans receive higher benefits. We also provide certain U.S. employees and employees at certain non-U.S. subsidiaries with health care benefits or life insurance benefits upon retirement. Substantial portions of retiree health care benefits are not insured and are funded from operations.
Salaried employees who made voluntary contributions to this plan receive higher benefits. We also provide certain U.S. employees and employees at certain non-U.S. subsidiaries with health care benefits or life insurance benefits upon retirement. Substantial portions of retiree health care benefits are not insured and are funded from operations.
Refer to Note to the Consolidated Financial Statements No. 12, Goodwill and Intangible Assets. Insurance Claims We maintain third-party insurance coverage for property damage, repair expenses and business interruption, which is partially self-insured, subject to a $ 15 million deductible per occurrence.
Refer to Note to the Consolidated Financial Statements No. 11, Goodwill and Intangible Assets. Insurance Claims We maintain third-party insurance coverage for property damage, repair expenses and business interruption, which is partially self-insured, subject to a $ 50 million deductible per occurrence.
We are unable to estimate the extent to which our affiliates’, lessors’, customers’, or SRI's assets would be adequate to recover any payments made by us under the related guarantees. We have an agreement to provide a revolving loan commitment to TireHub, LLC of up to $ 100 million.
We are unable to estimate the extent to which our affiliates’, lessors’, customers’, or SRI's assets would be adequate to recover any payments made by us under the related guarantees. We have an agreement to provide a revolving loan commitment to TireHub, LLC.
We record a receivable with respect to such policies when we determine that recovery is probable and we can reasonably estimate the amount of a particular recovery. We recorded an insurance receivable related to asbestos claims of $ 66 million and $ 70 million at December 31, 2023 and 2022, respectively.
We record a receivable with respect to such policies when we determine that recovery is probable and we can reasonably estimate the amount of a particular recovery. We recorded an insurance receivable related to asbestos claims of $ 63 million and $ 66 million at December 31, 2024 and 2023, respectively.
We recorded gross liabilities for both asserted and unasserted claims, inclusive of defense costs, totaling $ 120 million and $ 125 million at December 31, 2023 and 2022, respectively. In determining the estimate of our asbestos liability, we evaluated claims over the next ten-year period.
We recorded gross liabilities for both asserted and unasserted claims, inclusive of defense costs, totaling $ 115 million and $ 120 million at December 31, 2024 and 2023, respectively. In determining the estimate of our asbestos liability, we evaluated claims over the next ten-year period.
Cash flows from investing activities in 2023 exclude $ 348 million of accrued capital expenditures remaining unpaid at December 31, 2023, and include payment for $ 324 million of capital expenditures that were accrued and unpaid at December 31, 2022.
Cash flows from investing activities in 2023 exclude $ 348 million of accrued capital expenditures re maining unpaid at December 31, 2023, and include payment for $ 324 million of capital expenditures that were accrued and unpaid at December 31, 2022.
Net foreign currency exchange (gains) losses include losses of $ 80 million, $ 19 million and $ 13 million related to the Argentine peso in 2023, 2022 and 2021, respectively, and a $ 13 million loss related to the Turkish lira in 2023.
Net foreign currency exchange (gains) losses include losses of $ 5 million, $ 80 million and $ 19 million related to the Argentine peso in 2024, 2023 and 2022, respectively, and a $ 13 million loss related to the Turkish lira in 2023.

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