10q10k10q10k.net

What changed in GOODYEAR TIRE & RUBBER CO /OH/'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of GOODYEAR TIRE & RUBBER CO /OH/'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+446 added−1029 removedSource: 10-K (2026-02-10) vs 10-K (2025-02-14)

Top changes in GOODYEAR TIRE & RUBBER CO /OH/'s 2025 10-K

446 paragraphs added · 1029 removed · 357 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

74 edited+9 added−26 removed26 unchanged
Biggest changeGoodyear 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.
Biggest changeIn furtherance of the goals set out in our Goodyear Forward plan, key activities included: • Delivering gross proceeds of approximately $2.2 billion from portfolio optimization by completing the sales of our off-the-road (“OTR”) tire business, the Dunlop brand and our polymer chemicals business during 2025; • Executing cost reduction actions driving an annual, run-rate benefit of approximately $1.5 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; • Engaging in brand optimization and tiering; and • Improving our leverage, utilizing proceeds from divestitures to reduce our debt.
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.
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 increased carbon taxes or similar mechanisms in the European Union or the emergence of such programs in other countries.
On a worldwide basis, we have two major competitors: Bridgestone (based in Japan) and Michelin (based in France). Other significant competitors include Continental, Hankook, Kumho, Nexen, Pirelli, Sumitomo, Toyo, Yokohama and various regional tire manufacturers. We compete with other tire manufacturers on the basis of product design, performance, price and terms, reputation, warranty terms, customer service and consumer convenience.
On a worldwide basis, we have two major competitors: Bridgestone (based in Japan) and Michelin (based in France). Other significant competitors include Continental, Hankook, Kumho, Pirelli, Sumitomo, Toyo, Yokohama and various regional tire manufacturers. We compete with other tire manufacturers on the basis of product design, performance, price and terms, reputation, warranty terms, customer service and consumer convenience.
Goodyear, Cooper, Dunlop, Kelly and Mastercraft brand tires are also sold to numerous national and regional retailers, in Goodyear Company-owned stores in the United States, and through the wholesale channel, including through TireHub, LLC ("TireHub"), our national wholesale tire distributor in the United States, and a network of aligned U.S. regional wholesale tire distributors.
Goodyear, Cooper, Kelly and Mastercraft brand tires are also sold to numerous national and regional retailers, in Goodyear Company-owned stores in the United States, and through the wholesale channel, including through TireHub, LLC ("TireHub"), our national wholesale tire distributor in the United States, and a network of aligned U.S. regional wholesale tire distributors.
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.
Our ERGs provide all participating 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.
Americas' primary competitors are Bridgestone and Michelin. Other significant competitors include Continental, Nexen, Pirelli, and imports from other regions, primarily Asia. The principal channel for the sale of Goodyear and Cooper brand tires in Americas is a large network of independent dealers.
Americas' primary competitors are Bridgestone and Michelin. Other significant competitors include Continental, Pirelli, and imports from other regions, primarily Asia. The principal channel for the sale of Goodyear and Cooper brand tires in Americas is a large network of independent dealers.
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.
G ENERAL I NFORMATION R EGARDING O UR S EGMENTS For the year ended December 31, 2025, 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 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 anticipate the continued availability of raw materials and components we will require during 2026, 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.
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.
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 54 Ms.
EMEA’s primary competitors are Michelin, Bridgestone, Continental, Pirelli, several regional and local tire producers, and imports from other regions, primarily Asia. Goodyear and Dunlop brand tires are sold for replacement in EMEA through various channels of distribution, principally independent multi-brand tire dealers.
EMEA’s primary competitors are Michelin, Bridgestone, Continental, Pirelli, several regional and local tire producers, and imports from other regions, primarily Asia. Goodyear and Cooper brand tires are sold for replacement in EMEA through various channels of distribution, principally independent multi-brand tire dealers.
Goodyear, Cooper, Dunlop and Mickey Thompson branded tires enjoy a high recognition factor and have a reputation for performance and product design.
Goodyear, Cooper and Mickey Thompson branded tires enjoy a high recognition factor and have a reputation for performance and product design.
In addition, we are committed to reducing absolute Scope 1 and 2 GHG emissions by 46% by 2030 from a 2019 base year, and absolute Scope 3 GHG emissions from purchased goods and services, fuel and energy-related activities and upstream transportation by 28% within the same timeframe.
In addition, we are committed to reducing Scope 1 and 2 GHG emissions by 46% by 2030 from a 2019 base year, and certain Scope 3 GHG emissions from purchased goods and services, fuel and energy-related activities and upstream transportation by 28% within the same timeframe.
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.
In certain geographic areas we also: • retread truck and aviation tires, • manufacture and sell tread rubber and other tire retreading materials, and/or • provide automotive and commercial repair services and miscellaneous other products and services. Our principal products are new tires for most applications.
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.
Name Position(s) Held Age Mark W. Stewart Chief Executive Officer and President 58 Mr. Stewart was named Chief Executive Officer and President on January 29, 2024. He is the principal executive officer of the Company. Mr.
In addition, the Transportation Recall Enhancement, Accountability, and Documentation Act (the “TREAD Act”) imposes numerous reporting requirements with respect to the early warning reporting of warranty claims, property damage claims, and bodily injury and fatality claims. The FMVSS also require tire manufacturers to comply with rigorous tire testing standards.
In addition, 3 Table of Contents the Transportation Recall Enhancement, Accountability, and Documentation Act (the “TREAD Act”) imposes numerous reporting requirements with respect to the early warning reporting of warranty claims, property damage claims, and bodily injury and fatality claims. The FMVSS also require tire manufacturers to comply with rigorous tire testing standards.
E UROPE, M IDDLE E AST A ND A FRICA Europe, Middle East and Africa, our second largest segment in terms of revenue, develops, manufactures, distributes and sells tires for automobiles, trucks, buses, aircraft, motorcycles, and earthmoving, mining and industrial equipment throughout Europe, the Middle East and Africa under the Goodyear, Dunlop, Debica, Sava, Fulda, Cooper and Avon brands and other house brands, and sells tires to various export markets, primarily through intersegment sales.
E UROPE, M IDDLE E AST A ND A FRICA Europe, Middle East and Africa, our second largest segment in terms of revenue, develops, manufactures, distributes and sells tires for automobiles, trucks, buses, aircraft and motorcycles throughout Europe, the Middle East and Africa under the Goodyear, Cooper, Debica, Sava, Fulda and Avon brands and other house brands, and sells tires to various export markets, primarily through intersegment sales.
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.
The percentages of each segment’s sales attributable to tire units during the periods indicated were: Year Ended December 31, Tire Unit Sales 2025 2024 2023 Americas 82 % 82 % 84 % Europe, Middle East and Africa 85 87 88 Asia Pacific 95 95 95 Each segment exports tires to other segments.
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.
A SIA P ACIFIC Our Asia Pacific segment develops, manufactures, distributes and sells tires for automobiles, trucks, buses, aircraft, and farm 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.
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 500 of our associates in the United States are covered by other contracts with the USW and various other unions.
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.
Approximately 4,300 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.
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).
Approximately 84% of our sales in 2025, 85% in 2024 and 86% in 2023 were for tire units. Sales of chemical products to unaffiliated customers were 2% of our consolidated sales in 2025, 3% in 2024 and 2% in 2023 (4%, 5% and 4% of Americas total sales in 2025, 2024 and 2023, respectively).
In some areas, Goodyear brand tires, as well as Dunlop, Debica, Sava, Fulda, Cooper and Avon brand tires, are distributed through independent dealers, regional distributors and retail outlets, of which approximately 40 are owned by Goodyear. Our European operations are subject to regulation by the European Union.
In some areas, Goodyear brand tires, as well as Cooper, Debica, Sava, Fulda and Avon brand tires, are distributed through independent dealers, regional distributors and retail outlets, of which 55 are owned by Goodyear. Our European operations are subject to regulation by the European Union.
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.
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, 2025, we employed approximately 63,000 full-time and temporary associates throughout the world, including approximately 36,000 associates covered under collective bargaining agreements.
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.
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 48 Ms. Gray was named Senior Vice President and Chief Human Resources Officer in July 2024.
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.
Asia Pacific also: • retreads truck and aviation tires, • manufactures tread rubber and other tire retreading materials for aviation tires, 4 Table of Contents • provides automotive maintenance and repair services through a network of licensed retail stores, and • provides miscellaneous other products and services.
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.
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) 2025 2024 2023 Replacement tire units 15.8 18.1 20.2 OE tire units 16.8 18.0 15.9 Total tire units 32.6 36.1 36.1 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.
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.
Americas also: • manufactures tread rubber and other tire retreading materials for trucks, heavy equipment and aviation, • retreads truck and aviation 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 505 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 180 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, and • provides miscellaneous other products and services.
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.
We manufacture and sell numerous lines of rubber tires for: • automobiles • trucks • buses • aircraft • motorcycles • farm implements, 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.
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.
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) 2025 2024 2023 Replacement tire units 63.7 66.6 73.2 OE tire units 14.5 15.0 14.1 Total tire units 78.2 81.6 87.3 Americas is a major supplier of tires to most manufacturers of automobiles, trucks, buses and aircraft that have production facilities located in the Americas.
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.
Patents and Trademarks We own approximately 1,400 product, process and equipment patents issued by the United States Patent Office and approximately 3,500 patents issued or granted in other countries around the world. We have approximately 300 applications for United States patents pending and approximately 500 patent applications on file in other countries around the world.
Our reports filed with the SEC may be found on the SEC's website at http://www.sec.gov. The information on our website and the SEC's website is not incorporated by reference in or considered to be a part of this Annual Report on Form 10-K.
Our reports filed with the SEC may be found on the SEC's website at http://www.sec.gov. The information on our website and the SEC's website is not incorporated by reference in or considered to be a part of this Annual Report on Form 10-K. DESCRIPTION OF GOODYEAR’S BUSINESS Goodyear’s strategic vision is to be #1 in tires and service.
Christopher P. Helsel Senior Vice President and Chief Technology Officer 59 Mr. Helsel was named Senior Vice President and Chief Technology Officer on January 13, 2025. He is the executive officer responsible for Goodyear’s product design and research and development activities. Mr.
Helsel Senior Vice President and Chief Technical Officer 60 Mr. Helsel was named Senior Vice President and Chief Technical Officer on January 13, 2025. He is the executive officer responsible for Goodyear’s product design and research and development activities. Mr.
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.
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. 5 Table of Contents Talent Management — Our associates are the driving force behind our success.
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.
We own, control or use approximately 1,300 different trademarks, including several using the word “Goodyear” or the word “Cooper.” Approximately 8,100 registrations and 200 pending applications worldwide protect these trademarks.
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.
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) 2025 2024 2023 Americas 78.2 81.6 87.3 Europe, Middle East and Africa 47.9 48.9 49.9 Asia Pacific 32.6 36.1 36.1 Goodyear worldwide tire units 158.7 166.6 173.3 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) 2025 2024 2023 Replacement tire units 113.1 120.7 130.2 OE tire units 45.6 45.9 43.1 Goodyear worldwide tire units 158.7 166.6 173.3 New tires are sold under highly competitive conditions throughout the world.
EMEA also: • sells aviation tires and manufactures and sells retreaded aviation tires, • provides various retreading and related services for truck and OTR tires, primarily for its commercial truck tire customers, • offers automotive repair services at Company-owned retail outlets, and • provides miscellaneous other products and services.
EMEA also: • sells aviation tires and manufactures and sells retreaded aviation tires, • provides various retreading and related services for truck tires, primarily for its commercial truck tire customers, • provides trucking fleets with new tires, digital tools, connected technologies and related services, • offers automotive repair services at Company-owned retail outlets, and • provides miscellaneous other products and services.
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.
Americas manufactures tires in eight plants in the United States, two plants in Canada, two plants in Mexico and one plant each in Brazil, Chile, Colombia and Peru. Americas manufactures and sells tires for automobiles, trucks, buses, aircraft, and various other applications.
Gray joined Goodyear in 2016 and has served as Senior Legal Counsel, Employment & Labor Law (December 2016 to July 2020), Senior Director, Human Resources – Corporate Functions (April 2019 to February 2021), Vice President, Human Resources – Global Corporate Functions (March 2021 to January 2023), and Vice President, Human Resources – Global Corporate Functions & Strategic Business Initiatives (February 2023 to June 2024).
Gray joined Goodyear in 2016 and has served as Senior Director, Human Resources – Corporate Functions (April 2019 to February 2021), Vice President, Human Resources – Global Corporate Functions (March 2021 to January 2023), and Vice President, Human Resources – Global Corporate Functions & Strategic Business Initiatives (February 2023 to June 2024). Christopher P.
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.
Approximately 19,000 of our associates outside of the United States are covered by union contracts that currently have expired or that will expire in 2026, primarily in Luxembourg, Poland, China, Mexico, Slovenia, France, Turkey, Indonesia, India and Peru. Unions represent a major portion of our associates in the United States and Europe.
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.
Substantially all of these raw materials and components are purchased from independent suppliers. 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 higher in 2025 as compared to 2024.
The Kelly, Mastercraft, Roadmaster, Debica, Sava, Fulda, Avon and Remington brands and various house brand tire lines offered by us, and tires manufactured and sold by us to private brand customers, compete primarily on the basis of value and price. We do not consider our tire businesses to be seasonal to any significant degree.
The Kelly, Mastercraft, Roadmaster, Debica, Sava, Fulda, Avon and Remington brands and various house brand tire lines offered by us, and tires manufactured and sold by us to private brand customers, compete primarily on the basis of value and price.
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.
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). 8 Table of Contents Name Position(s) Held Age Don Metzelaar Senior Vice President, Global Manufacturing and Supply Chain 55 Mr.
We manufacture and sell tires under the Goodyear, Cooper, Dunlop, Kelly, Mastercraft, Roadmaster, Debica, Sava, Fulda, Mickey Thompson, Avon and Remington brands and various “house” brands, and the private-label brands of certain customers.
We also continue to manufacture and sell OTR tires pursuant to a product supply agreement. We manufacture and sell tires under the Goodyear, Cooper, Kelly, Mastercraft, Roadmaster, Debica, Sava, Fulda, Mickey Thompson, Avon and Remington brands and various “house” brands, and the private-label brands of certain customers.
Talent Management — Our associates are the driving force behind our success. They underpin every aspect of our strategy and help us deliver value to our customers, shareholders and communities. We provide integrated talent management and learning solutions aimed at enabling our associates to reach their full personal and professional potential at Goodyear.
They underpin every aspect of our strategy and help us deliver value to our customers, shareholders and communities. We provide integrated talent management and learning solutions aimed at enabling our associates to reach their full personal and professional potential at Goodyear. We are guided by our talent strategy which focuses on talent attraction, talent development and talent engagement and retention.
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.
We also operate approximately 750 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 49 manufacturing facilities in 19 countries, including the United States, and we have marketing operations in almost every country around the world.
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.
In 2025, our net sales were $18,280 million and Goodyear net loss was $1,721 million. We develop, manufacture, distribute and sell tires for most applications. We are one of the world’s largest operators of commercial truck service and tire retreading centers.
A MERICAS Americas, our largest segment in terms of revenue, develops, manufactures, distributes and sells tires and related products and services in North, Central and South America, and sells tires to various export markets, primarily through intersegment sales.
We do not consider our tire businesses to be seasonal to any significant degree. 2 Table of Contents A MERICAS Americas, our largest segment in terms of revenue, develops, manufactures, distributes and sells tires and related products and services in North, Central and South America, and sells tires to various export markets, primarily through intersegment sales.
(May 2019 to January 2021), Vice President, Integrated Supply Chain, Manufacturing & Quality at Whirlpool Corporation (January 2021 to August 2023), and Global Vice President and Chief Manufacturing Officer at Johnson Controls International plc (August 2023 to January 2025). 9 Table of Contents Name Position(s) Held Age David E. Phillips Senior Vice President and General Counsel 49 Mr.
(May 2019 to January 2021), Vice President, Integrated Supply Chain, Manufacturing & Quality at Whirlpool Corporation (January 2021 to August 2023), and Global Vice President and Chief Manufacturing Officer at Johnson Controls International plc (August 2023 to January 2025). David E. Phillips Senior Vice President and Chief Legal Officer 50 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.
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, Finance and Treasurer (May 2020 to December 31, 2022). Nathaniel Madarang President, Asia Pacific 54 Mr. Madarang was named President, Asia Pacific in March 2021.
Compliance with Government Regulations We are subject to extensive regulation under environmental and occupational safety and health laws and regulations worldwide. These laws and regulations relate to, among other things, air emissions, discharges to surface and underground waters, the generation, handling, storage, transportation and disposal of waste materials and hazardous substances, and workplace safety and health.
These laws and regulations relate to, among other things, air emissions, discharges to surface and underground waters, the generation, handling, storage, transportation and disposal of waste materials and hazardous substances, and workplace safety and health. We have several continuing programs designed to ensure compliance with foreign, federal, state and local environmental and occupational safety and health laws and regulations.
While such trademarks as a group are important, the only trademarks we consider material to our business, or to the business of any of our segments, are those using the word “Goodyear” or the word “Cooper,” and with respect to certain of our international business segments, those using the word “Dunlop.” We believe our trademarks are valid and most are of unlimited duration as long as they are adequately protected and appropriately used.
While such trademarks as a group are important, the only trademarks we consider material to our business, or to the business of any of our segments, are those using the word “Goodyear” or the word “Cooper.” We believe our trademarks are valid and most are of unlimited duration as long as they are adequately protected and appropriately used. 6 Table of Contents Compliance with Government Regulations We are subject to extensive regulation under environmental and occupational safety and health laws and regulations 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 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.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS Set forth below are: (1) the names and ages of all executive officers of the Company at February 10, 2026, (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.
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.
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). Grégory Boucharlat Senior Vice President, Global Commercial 53 Mr. Bourcharlat was named Senior Vice President, Global Commercial, effective May 15, 2025.
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.
Goodyear has committed to using 100% renewable electricity in all manufacturing facilities by 2030 and 100% renewable energy in all manufacturing facilities by 2040. 7 Table of Contents We continue to focus on the resiliency of our supply chain and business by developing more sustainable material sources and increasing our use of sustainable materials that deliver product performance while meeting our high standards of safety and quality.
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.
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.
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.
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) 2025 2024 2023 Replacement tire units 33.6 36.0 36.8 OE tire units 14.3 12.9 13.1 Total tire units 47.9 48.9 49.9 EMEA is a significant supplier of tires to most vehicle manufacturers across the region.
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.
The move to a low-carbon economy creates growth opportunities within the tire industry that we are positioned to leverage through our continued innovation.
We also incur ongoing expenses to maintain and operate our pollution control facilities and conduct our other environmental activities, including the control and disposal of hazardous substances. These expenditures are expected to be sufficient to comply with existing environmental laws and regulations and are not expected to have a material adverse effect on our competitive position.
These expenditures are expected to be sufficient to comply with existing environmental laws and regulations and are not expected to have a material adverse effect on our competitive position.
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.
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. Our goal is to create a work environment where people have a real sense of belonging and are able to thrive.
To reduce the risk of serious injuries we invest in systems that enable us to receive reliable and structured data to enable decision making.
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.
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.
GENERAL BUSINESS INFORMATION Sources and Availability of Raw Materials The principal raw materials used by Goodyear are synthetic and natural rubber. Synthetic rubber accounted for approximately 50% of all rubber consumed by us in 2025. Our former plants located in Beaumont and Houston, Texas supplied, and will continue to supply, a major portion of our global synthetic rubber requirements.
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.
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.
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.
Cooper brand radial passenger tire lines sold throughout Americas include those sold under the Cooper and Mastercraft brands. 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.
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
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. 9 Table of Contents
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.
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.
Asia Pacific sells primarily Goodyear and Cooper brand tires throughout the region and also sells the Dunlop brand in Australia and New Zealand. Other brands of tires, such as Remington, Kelly and Mastercraft, are sold in smaller quantities.
Asia Pacific sells primarily Goodyear and Cooper brand tires throughout the region. Other brands of tires, such as Mickey Thompson, Kelly and Mastercraft, are sold in smaller quantities. 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.
We are guided by our talent strategy which focuses on talent attraction, talent development and talent engagement and retention. An example of how we attract talent is through campus recruiting into our intern and job rotational programs utilized by several of our functional teams.
An example of how we attract talent is through campus recruiting into our intern and job rotational programs utilized by several of our functional teams. We offer a range of talent developmental tools, including an internal collection of courses and learning resources available to all associates.
We offer a number of tools for talent development including the Goodyear Learning Center, which is our in-house collection of online courses available to all associates. In our manufacturing plants, one of the pillars of our plant optimization efforts is Continuous Skills Development, which focuses on developing problem-solving and decision-making skills.
In our manufacturing plants, one of the pillars of our plant optimization efforts is Continuous Skills Development, which focuses on developing problem-solving and decision-making skills. Engagement and Inclusion — An engaged and inclusive workforce is critical to our long-term success.
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.
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. No family relationship exists between any of the above executive officers or between the executive officers and any director of the Company.
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.
As part of this commitment, we continue to focus on reducing energy consumption and emissions in our manufacturing facilities and utilizing renewable energy sources.
Sustainable materials refers to a bio-based (defined as material of biological origin); renewable; or recycled (defined as material that has been reprocessed from recovered or reclaimed material); or one produced using or contributing to other practices designed to promote resource conservation and/or emissions reductions, including ISCC PLUS mass-balance (defined as a certification verifying our capability to track the amount and sustainability characteristics of circular and/or bio-based material in the value chain and attribute it based on verifiable bookkeeping).
Goodyear currently defines a “sustainable material” as a bio-based (originating from biological sources), renewable (composed of replenishable biomass) or recycled (reprocessed from reclaimed materials) material, or one produced using or contributing to other practices designed to promote resource conservation and/or emissions reductions. Goodyear has a goal to introduce the industry's first 100% sustainable material tire by 2030.
EMEA manufactures tires in fifteen plants in France, Germany, Luxembourg, Poland, Serbia, Slovenia, South Africa and Turkey.
Following the sale of the Dunlop brand, Cooper is being introduced as Goodyear’s primary second‑tier brand in EMEA. EMEA manufactures tires in thirteen plants in France, Germany, Luxembourg, the Netherlands, Poland, Serbia, Slovenia and Turkey.
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.
We expect capital expenditures for pollution control facilities and occupational safety and health projects to be approximately $55 million and $45 million in 2026 and 2027, respectively. We also incur ongoing expenses to maintain and operate our pollution control facilities and conduct our other environmental activities, including the control and disposal of hazardous substances.
Other important raw materials and components we use are carbon black, steel cord, fabrics and petrochemical-based commodities. Substantially all of these raw materials and components are purchased from independent suppliers, except for certain chemicals we manufacture.
We transferred ownership of the plants located in Beaumont and Houston, Texas on October 31, 2025 in connection with the sale of our chemical business. We purchase all of our requirements for natural rubber in the world market. Other important raw materials and components we use are carbon black, steel cord, fabrics and petrochemical-based commodities.
Removed
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.
Added
We employ approximately 63,000 full-time and temporary associates worldwide.
Removed
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.
Added
We are committed to designing leading technologies, products and services that anticipate and satisfy the mobility needs of consumers and fleets. These initiatives are intended to capture the value of our brands and grow our market share, support our customers in winning in their markets, and ensure we are the preferred choice of consumers.
Removed
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.
Added
They also strengthen our ability to improve our safety, quality and efficiency and to build an advantaged supply chain that delivers the right tire to the right place at the right time, at the right cost. Our multi-year transformation plan, called “Goodyear Forward,” that was intended to optimize our portfolio, deliver margin expansion and reduce leverage, was completed in 2025.

… 29 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

67 edited+4 added−23 removed111 unchanged
Biggest changeThese 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.
Biggest changeOperations in Europe or tires produced or sold in Europe also have to comply, or may have to comply in the future, with various other standards, including REACH (Registration, Evaluation, Authorisation and Restriction of Chemical Substances), which regulates the use of chemicals in the European Union; CSRD (Corporate Sustainability Reporting Directive) and CSDDD (Corporate Sustainability Due Diligence Directive), as amended by the EU Omnibus Directive, which establish certain disclosure and due diligence requirements; ESPR (Ecodesign for Sustainable Products Regulation), which establishes product design requirements to meet certain sustainability criteria; and EUDR (European Union Deforestation Regulation), which requires due diligence for certain products, including natural rubber, to address deforestation. 19 Table of Contents 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.
A breach in the security of our IT systems could include the theft of our intellectual property or trade secrets, negatively impact our manufacturing or retail operations, or result in the compromise of personal information of our employees, customers or suppliers.
A breach in the security of our IT systems could include the theft of our intellectual property or trade secrets, negatively impact our manufacturing or retail operations, or result in the compromise of personal information of our customers, employees or suppliers.
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 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.
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.
Automotive production and sales are highly cyclical and sensitive to general economic conditions and other factors, such as credit availability, interest rates, tariffs, 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.
While we have, from time to time, experienced system failures, accidents and security and privacy breaches involving our IT systems, these incidents have not had a material impact on our operations, and we are not aware of any resulting theft, loss or disclosure of, or damage to, material data or confidential information.
While we have, from time to time, experienced system failures, accidents and security and privacy incidents involving our IT systems, these incidents have not had a material impact on our operations, and we are not aware of any resulting theft, loss or disclosure of, or damage to, material data or confidential information.
Other significant competitors include Continental, Hankook, Kumho, Nexen, Pirelli, Sumitomo, Toyo, Yokohama and various regional tire manufacturers. Our competitors produce significant numbers of tires in low-cost countries, and have announced plans to further increase their production capacity in countries around the globe.
Other significant competitors include Continental, Hankook, Kumho, Pirelli, Sumitomo, Toyo, Yokohama and various regional tire manufacturers. Our competitors produce significant numbers of tires in low-cost countries, and have announced plans to further increase their production capacity in countries around the globe.
Our ability to attract and retain employees may also be hampered by downturns in the automotive and tire industries, which could result in reduced payments under our incentive compensation plans, as well as by greater competition due to the increase in use of remote working environments.
Our ability to attract and retain employees may also be hampered by downturns in the automotive and tire industries, which could result in reduced payments under our incentive compensation plans, as well as by greater competition due to the use of remote working environments.
As a result, instability and weakness of the U.S. and global economies, including due to recession, inflation, high unemployment, disruptions to financial markets, geopolitical events and public health crises, and the corresponding negative effects on consumer spending, may materially negatively affect our business and results of operations, including impairment charges relating to goodwill, intangible assets, investments and other long-lived assets.
As a result, instability and weakness of the U.S. and global economies, including due to recession, inflation, trade wars, high unemployment, disruptions to financial markets, geopolitical events and public health crises, and the corresponding negative effects on consumer spending, may materially negatively affect our business and results of operations, including impairment charges relating to goodwill, intangible assets, investments and other long-lived assets.
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.
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.
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.
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; • 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.
A sustained labor shortage, lack of skilled labor, increased turnover or labor cost inflation as a result of general macroeconomic factors could lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees, which could negatively affect our ability to efficiently operate our manufacturing and distribution facilities and overall business and have other adverse effects on our results of operations and financial condition.
A sustained labor shortage, lack of skilled labor, increased turnover or labor cost inflation as a result of general macroeconomic factors could lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees, which could negatively affect 14 Table of Contents our ability to efficiently operate our manufacturing and distribution facilities and overall business and have other adverse effects on our results of operations and financial condition.
ITEM 1A. R ISK FACTORS. You should carefully consider the risks described below and other information contained in this Annual Report on Form 10-K when considering an investment decision with respect to our securities. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations.
ITEM 1A. RISK FACTORS. You should carefully consider the risks described below and other information contained in this Annual Report on Form 10-K when considering an investment decision with respect to our securities. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations.
These restrictions limit our ability to, among other things: • incur additional debt or issue redeemable preferred stock; • pay dividends, repurchase shares or make certain other restricted payments or investments; • incur liens; • sell assets; • incur restrictions on the ability of our subsidiaries to pay dividends or to make other payments to us; • enter into affiliate transactions; • engage in sale/leaseback transactions; and • engage in certain mergers or consolidations or transfers of substantially all of our assets.
These restrictions limit our ability to, among other things: • incur additional debt or issue redeemable preferred stock; • pay dividends, repurchase shares or make certain other restricted payments or investments; • incur liens; • sell assets; • incur restrictions on the ability of our subsidiaries to pay dividends or to make other payments to us; 16 Table of Contents • enter into affiliate transactions; • engage in sale/leaseback transactions; and • engage in certain mergers or consolidations or transfers of substantially all of our assets.
The TREAD Act imposes numerous requirements with respect to the early warning reporting of warranty claims, property damage claims, and bodily injury and fatality claims and also requires tire manufacturers, among other things, to comply with revised and more rigorous tire testing standards.
The TREAD Act imposes numerous requirements with respect to the early warning reporting of warranty claims, property damage claims, and bodily injury and fatality claims and also requires tire manufacturers, among other things, to comply with rigorous tire testing standards.
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.
Approximately 2,000 of our associates at our Texarkana and Findlay plants in the United States at December 31, 2025 are covered by separate collective bargaining agreements with the USW, which expire in October 2028.
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 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. 18 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.
Increasingly, our competitors are making decisions on where to produce tires based not only on production cost, but in combination with total delivery cost, supply chain reliability and sustainability considerations. These increases in production capacity may result in even greater competition in the United States and elsewhere.
Increasingly, our competitors are making decisions on where to produce tires based not only on production cost, but in combination with total delivery cost, supply chain reliability, tariffs and trade policy and sustainability considerations. These increases in production capacity may result in even greater competition in the United States and elsewhere.
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 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.
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.
For the year ended December 31, 2025, net foreign currency exchange losses were $14 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.
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.
Deterioration of global or regional economic conditions, including recession, financial instability, inflation, trade wars, labor shortages or energy availability and costs (including fuel surcharges), could negatively impact our business and our 11 Table of Contents 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.
The GDPR, for example, imposes onerous accountability obligations on companies, with penalties for non-compliance of up to the greater of €20 million or four percent of annual global revenue.
The GDPR, for example, imposes meaningful accountability obligations on companies, with penalties for non-compliance of up to the greater of €20 million or four percent of annual global revenue.
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.
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. We cannot assure you that our strategic initiatives will be successful.
We have continued our use of supplier financing programs and the factoring of our accounts receivable in order to improve our working capital efficiency and reduce our costs. If these programs become unavailable or less attractive to us or our suppliers, our liquidity could be adversely affected.
We have continued our use of supplier financing programs and the factoring of our accounts receivable in order to improve our working capital 15 Table of Contents efficiency and reduce our costs. If these programs become unavailable or less attractive to us or our suppliers, our liquidity could be adversely affected.
For example, we are subject to the GDPR, the California Consumer Privacy Act (“CCPA”), and the Brazilian Lei Geral de Proteção de Dados. Costs to comply with these Data Protection Laws are significant and the failure to comply with these laws could result in material legal exposure and business impact.
For example, we are subject to the GDPR, the California Privacy Rights Act, and the Brazilian Lei Geral de Proteção de Dados. Costs to comply with these Data Protection Laws are significant and the failure to comply with these laws could result in material legal exposure and business impact.
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.
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, 2025, we had approximately $1.2 billion of variable rate debt outstanding.
While we continue to take actions to ensure the safety of our associates and the continuity of our business operations, the extent of the conflict’s impact on the global economy cannot be predicted, particularly if the conflict were to intensify or expand.
While we continue to take actions to ensure the safety of our 13 Table of Contents associates and the continuity of our business operations, the extent of the conflict’s impact on the global economy cannot be predicted, particularly if the conflict were to intensify or expand.
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.
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.
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.
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.
If our earnings remain flat or decline over an extended period of time, we may not be able to utilize our deferred tax assets and we may need to record a valuation allowance against them that could materially adversely affect our results of operations in the period in which the valuation allowance is recorded.
If our earnings remain flat or decline over an extended period of time, we may not be able to utilize our deferred tax assets and we may need to record additional valuation allowances against them that could adversely affect our results of operations in the period in which the valuation allowance is recorded.
Additionally, we are subject to privacy, data protection, and information security laws and regulations (“Data Protection Laws”) in the United States and in jurisdictions around the globe that restrict the use, disclosure, transfer and processing of personal data.
Additionally, we are subject to privacy, data protection, and information security laws and regulations (“Data Protection Laws”) in the United States and in jurisdictions around the globe that restrict the use, disclosure, transfer and processing of 17 Table of Contents personal data.
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.
The separation of these 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 and positioning the Cooper brand as our primary second-tier brand in EMEA; the possibility of faulty assumptions 10 Table of Contents underlying expectations regarding the benefits from the ancillary agreements, the separation process and associated expenses; separating 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.
Any system failure, accident or security breach involving our or our third party's IT systems could result in disruptions to our operations.
A system failure, accident or security breach involving our or our third party's IT systems could result in disruptions to our operations.
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.
The maintenance of existing tariffs, 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 has considered 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.
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.
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. The ancillary agreements for the sale of the chemical business include a master supply agreement and a transition services agreement.
Broad-based tariffs and other trade restrictions could also increase costs for our suppliers who may increase prices to us. Finally, tariffs and other trade restrictions may weaken the economies of key markets for us, such as China, resulting in lower economic growth rates and weakened demand for our products and services.
Broad-based tariffs and other trade restrictions have resulted in increased costs for our suppliers who have, and may in the future, increase prices to us. Finally, tariffs and other trade restrictions may weaken the economies of key markets for us, such as China, resulting in lower economic growth rates and weakened demand for our products and services.
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.
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 4,300 of our associates in the United States at December 31, 2025, expires in July 2026.
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.
Although sales to our OE customers accounted for approximately 19% of our net sales in 2025, demand for our products by OE customers and production levels at our facilities are impacted by automotive vehicle production.
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.
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, 2025, our debt (including finance leases) on a consolidated basis was approximately $6.2 billion.
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.
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.
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.
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.
The agreements governing our secured credit facilities, senior unsecured notes and our other outstanding indebtedness impose significant operating and financial restrictions on us. These restrictions may affect our ability to operate our business or implement strategic initiatives, such as the Goodyear Forward plan, and may limit our ability to take advantage of potential business opportunities as they arise.
The agreements governing our secured credit facilities and certain of our other outstanding indebtedness impose significant operating and financial restrictions on us. These restrictions may affect our ability to operate our business or implement strategic initiatives, and may limit our ability to take advantage of potential business opportunities as they arise.
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.
For the year ended December 31, 2025, foreign currency translation unfavorably affected sales by $18 million and favorably affected segment operating income by $3 million compared to the year ended December 31, 2024. The volatility of currency exchange rates may materially adversely affect our operating results.
We may also need to make additional capital expenditures in order to achieve our global climate ambition and related goals. We are currently undertaking significant construction, expansion and modernization projects globally. We may not have sufficient resources to implement planned capital expenditures with minimal disruption to our existing manufacturing operations, or within desired time frames and budgets.
We may also need to make additional capital expenditures in order to achieve our global climate ambition and related goals. We may not have sufficient resources to implement planned capital expenditures with minimal disruption to our existing manufacturing operations, or within desired time frames and budgets.
Our European operations are subject to regulation by the European Union. Two regulations, the Tire Safety Regulation and the Tire Labeling Regulation, applicable to tires sold in the European Union have been adopted.
Two regulations, the Tire Safety Regulation and the Tire Labeling Regulation, applicable to tires sold in the European Union, have been adopted.
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.
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.
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.
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.
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.
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.
Risks Related to Litigation, Laws and Regulations We could be negatively impacted by changes in tariffs, trade agreements or other trade restrictions on imported tires, raw materials and other goods or equipment.
We have been, and could continue to be, negatively impacted by changes in tariffs, trade agreements or other trade restrictions on imported tires, raw materials and other goods or equipment.
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.
In addition, approximately 19,000 of our associates outside of the United States are covered by union contracts that have expired or are expiring in 2026, primarily in Luxembourg, Poland, China, Mexico, Slovenia, France, Turkey, Indonesia, India and Peru.
Our international operations have certain risks that may materially adversely affect our operating results, financial condition and liquidity. We have manufacturing and distribution facilities throughout the world.
These factors, individually or together, could materially adversely affect our results of operations, financial condition and liquidity. 12 Table of Contents Our international operations have certain risks that may materially adversely affect our operating results, financial condition and liquidity. We have manufacturing and distribution facilities throughout the world.
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.
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.
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.
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.
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. We are also modernizing certain manufacturing facilities around the world to strengthen the competitiveness of our manufacturing footprint and increase production of premium, large-rim diameter consumer tires.
We also face the challenge of supporting our older systems and implementing upgrades when necessary. Our security measures are focused on the prevention, detection and remediation of damage from computer viruses, unauthorized access, cyber-attack, natural disasters and other similar disruptions.
We also face the challenge of supporting our older systems and simultaneously implementing upgrades. Our security measures are focused on the prevention, detection, response and recovery of damage from unauthorized access, cyber-attack, natural disasters and other similar disruptions. We may incur significant costs in order to implement the security measures that we feel are necessary to protect our IT systems.
In addition, we are also dependent on third parties to provide important IT services relating to, among other things, human resources, electronic communications and certain finance functions.
However, our IT systems may remain vulnerable to damage despite our implementation of security measures that we deem to be appropriate. In addition, we are also dependent on third parties to provide important IT services relating to, among other things, human resources, electronic communications and certain finance functions.
We have been capacity constrained from time to time with respect to the production of certain higher margin tires, particularly in the United States. When faced with these constraints, we try to alleviate them by utilizing our global manufacturing footprint to meet the demand for our tires and by adding manufacturing capacity.
When faced with these constraints, we try to alleviate them by utilizing our global manufacturing footprint to meet the demand for our tires and by adding manufacturing capacity.
Risks Related to Strategic Initiatives and Operations 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.
Risks Related to Strategic Initiatives and Operations If we do not successfully implement our strategic initiatives, our operating results, financial condition and liquidity may be materially adversely affected. As part of our strategic vision to be #1 in tires and service, we are pursuing important strategic initiatives.
The major categories of our contingent liabilities include workers' compensation and other employment-related claims, product liability and other tort claims, including asbestos claims, and environmental matters.
Risks Related to Litigation, Laws and Regulations We may incur significant costs in connection with our contingent liabilities and tax matters. We have significant reserves for contingent liabilities and tax matters. The major categories of our contingent liabilities include workers' compensation and other employment-related claims, product liability and other tort claims, including asbestos claims, and environmental matters.
In response to Russia’s invasion in Ukraine, a number of countries, including the United States, the United Kingdom and members of the European Union, have implemented economic sanctions on Russia and certain Russian enterprises and individuals. The conflict could result in further sanctions and embargoes, regional instability and potential retaliatory action by the Russian government, including cyber-attacks.
The war between Russia and Ukraine has not had and is not expected to have a direct material impact on our financial results. In response to Russia’s invasion in Ukraine, a number of countries, including the United States, the United Kingdom and members of the European Union, have implemented economic sanctions on Russia and certain Russian enterprises and individuals.
The failure to implement successfully this or our other important strategic initiatives may materially adversely affect our operating results, financial condition and liquidity. We are pursuing other important strategic initiatives, such as our innovation excellence, sales and marketing excellence and operational excellence initiatives.
These activities may temporarily disrupt our manufacturing operations and lead to temporary increases in our costs. The failure to implement successfully this or our other important strategic initiatives may materially adversely affect our operating results, financial condition and liquidity.
If we fail to execute these initiatives successfully or if the assumptions used in developing the initiatives vary significantly from actual conditions, we may fail to achieve our financial goals. Our performance is also dependent on our ability to improve the volume and mix of higher margin tires we sell in our targeted market segments.
If we fail to execute these initiatives successfully or if the assumptions used in developing the initiatives vary significantly from actual conditions, we may fail to achieve our financial goals. We completed our Goodyear Forward transformation plan in 2025.
In order to do so, we must be successful in developing, producing, marketing and selling products that consumers desire and that offer higher margins to us. Shifts in consumer demand away from higher margin tires could materially adversely affect our business.
Our performance is also dependent on our ability to improve the volume and mix of higher margin tires we sell in our targeted market segments. In order to do so, we must be successful in developing, producing, marketing and selling products that consumers desire and that offer higher margins to us.
If a related rule-making process is completed, certain tires sold in the United States would be required to be rated for rolling resistance, traction and tread wear. While the federal law preempts state tire fuel efficiency laws adopted after January 1, 2006, we may become subject to additional tire fuel efficiency legislation, either in the United States or other countries.
While the federal law preempts state tire fuel efficiency laws adopted after January 1, 2006, we may become subject to additional tire fuel efficiency legislation, either in the United States or other countries. Our European operations are subject to regulation by the European Union.
Compliance with the TREAD Act regulations has increased the cost of producing and distributing tires in the United States. We have been subject to recalls in the past and it is possible that a recall of our tires, including under the TREAD Act or in other countries under similar regulations, could occur in the future.
We have been subject to recalls in the past and it is possible that a recall of our tires could occur in the future. A substantial recall or related penalties could have a material adverse effect on our reputation, operating results and financial condition.
We must generate sufficient earnings of the appropriate character in order to utilize our deferred tax assets.
We have significant deferred tax assets that have been reduced by valuation allowances due to our determination that it is more likely than not that the tax benefits associated with some or all of the deferred tax assets will not be realized. We must generate sufficient earnings of the appropriate character in order to utilize our deferred tax assets.
A substantial recall or related penalties could have a material adverse effect on our reputation, operating results and financial condition. In addition, pursuant to the Energy Independence and Security Act of 2007, NHTSA may establish a national tire fuel efficiency consumer information program.
In addition, pursuant to the Energy Independence and Security Act of 2007, NHTSA may establish a national tire fuel efficiency consumer information program. If a related rule-making process is completed, certain tires sold in the United States would be required to be rated for rolling resistance, traction and tread wear.
If we are unable to successfully implement the actions set forth in the Goodyear Forward plan or other strategic initiatives, we may not be able to improve our operating results, including our operating margin, generate additional cash flow, or reduce our debt levels and leverage. We believe that our manufacturing footprint is less cost-competitive than that of our principal competitors.
Although we achieved a substantial amount of savings from Goodyear Forward through 2025, these savings may not be sustainable, which may adversely affect our future operating results or cash flows. We continue to believe that our manufacturing footprint is less cost-competitive than that of our principal competitors.
Removed
On November 15, 2023, 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 and substantial shareholder value creation. We believe that the Goodyear Forward plan has ambitious, but achievable, goals.
Added
Shifts in consumer demand away from higher margin tires could materially adversely affect our business. We have been capacity constrained from time to time with respect to the production of certain higher margin tires, particularly in the United States.
Removed
However, the successful implementation of the Goodyear Forward plan may face material challenges, including the ability of management and our employees to focus on implementing the Goodyear Forward plan as well as attending to our ongoing business; retaining key management and other employees; the possibility of faulty assumptions underlying the specific initiatives and goals included within the Goodyear Forward plan and the associated costs of implementing the plan; as well as potential unknown or unforeseen challenges, expenses or delays in implementing the Goodyear Forward plan.
Added
The sales of our OTR tire business, the Dunlop brand and our polymer chemical business may disrupt our current and future plans or operations. The ancillary agreements for the sale of the OTR tire business include a product supply agreement and a transition services agreement.
Removed
As a result, we cannot assure you that we will be able to successfully implement the cost reduction or top line actions in the Goodyear Forward plan or to realize or sustain the anticipated run-rate benefits within the time frames set out in the Goodyear Forward plan or at all.
Added
Difficulties in transitioning to an external supplier for the purchase of certain polymer chemicals may also result in us performing differently than expected, in supply chain challenges or in increased costs, especially during the term of the 15-year chemical master supply agreement.
Removed
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.
Added
The conflict could result in further sanctions and embargoes, regional instability and potential retaliatory action by the Russian government, including cyber-attacks.
Removed
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.
Removed
We are also undertaking significant capital investments in building, expanding and modernizing certain manufacturing facilities around the world to strengthen the competitiveness of our manufacturing footprint and increase production of premium, large-rim diameter consumer tires. In addition, plant closures, construction and modernization may temporarily disrupt our manufacturing operations and lead to temporary increases in our costs.
Removed
Our innovation excellence initiatives are designed to create leading technologies, products and services that anticipate the mobility and sustainability needs of consumers and fleets. Our sales and marketing excellence initiatives are intended to capture the value of our brands and grow our market share, helping our customers win in their markets and ensuring we are the preferred choice of consumers.
Removed
Our operational excellence initiatives are aimed at improving our safety, quality and efficiency and creating an advantaged supply chain that delivers the right tire, to the right place, at the right time, at the right cost.
Removed
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.

… 14 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

10 edited+5 added−3 removed1 unchanged
Biggest changeNotwithstanding 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
Biggest changeFor the year ended December 31, 2025, we did not identify any cybersecurity threats that have materially impacted Goodyear’s operations or financial position. 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 in the future. See Item 1A.
We engage third-party services to conduct evaluations of our security controls, whether through penetration testing, independent audits, cybersecurity maturity assessments or consulting on best practices to address current and new challenges. These evaluations include testing both the design and operational effectiveness of security controls.
We also engage third-party services to conduct evaluations of our security controls, whether through penetration testing, independent audits, cybersecurity maturity assessments or consulting on best practices to address current and new challenges. These evaluations include testing both the design and operational effectiveness of our security controls.
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.
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 federal securities laws.
The Audit Committee of the Board of Directors is responsible for overseeing the risks associated with information technology and cybersecurity threats, and reports on its activities to the full Board following each committee meeting.
“Risk Factors” for a discussion of our information technology and cybersecurity risks. Governance The Audit Committee of the Board of Directors is responsible for overseeing the risks associated with information technology and cybersecurity threats, and reports on its activities to the full Board following each committee meeting.
We contractually require third parties to report cybersecurity incidents to us so we can assess the impact of the incident and any necessary regulatory reporting obligations that may be required.
We contractually require third parties to meet specified baseline customary standards of information security and report cybersecurity incidents to us so we can assess the impact of the incident and any necessary regulatory reporting obligations that may be required.
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.
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.
The Audit Committee exercises its risk oversight function by carefully evaluating information and cybersecurity reports they receive from management; assessing the priorities and roadmap of the cybersecurity program; and making inquiries of management with respect to areas of particular interest to the Board.
Management is responsible for identifying, monitoring and mitigating the material risks facing the Company, including cybersecurity risks. The Audit Committee exercises its risk oversight function by carefully evaluating information and cybersecurity reports they receive from management; assessing the priorities and roadmap of the cybersecurity program; and making inquiries of management with respect to areas of particular interest to the Board.
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.
These include the National Institute of Standards and Technology Cyber Security Framework (NIST-CSF) and Trusted Information Security Assessment Exchange (TISAX). 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.
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.
Our global information technology organization, led by our Senior Vice President and Chief Information Officer (“CIO”), is responsible for enterprise-wide information technology, including our overall information security strategy, policies, operations, and threat detection and response.
The program includes escalation and notification of potentially significant incidents to the Cybersecurity Disclosure Committee and the Audit Committee of the Board, as appropriate.
We escalate potentially significant incidents to the Cybersecurity Disclosure Committee and the Audit Committee of the Board of Directors, as outlined in Goodyear’s policies and support documents.
Removed
ITEM 1C. CYBERSECURITY. Management is responsible for identifying, monitoring and mitigating the material risks facing the Company, including cybersecurity risks. The Board of Directors oversees management’s processes related to those risks.
Added
ITEM 1C. CYBERSECURITY. Risk Management and Strategy We recognize the importance of cybersecurity risk management, strategy and governance, and we have implemented policies and procedures reasonably designed to manage and reduce cybersecurity risk as part of our overall risk management program.
Removed
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
Key elements of the program include formal information 20 Table of Contents management policies; employee training and awareness; phishing resiliency campaigns; periodic risk assessments; penetration tests; tabletop exercises; and incident response testing and reviews.
Removed
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.
Added
Depending on what events may occur, our cybersecurity incident response team is always ready and supported by a 24/7/365 industry leading security operations center. These teams balance following existing protocols with agile response to novel threats.
Added
Senior leadership, including our CIO and our Senior Director, Global IT Risk & Security, periodically briefs the Audit Committee on our cybersecurity and information security programs and reviews relevant cybersecurity incidents.
Added
Our current CIO has more than two decades of experience in the manufacturing industry and has held multiple executive technology leadership roles at several companies in North America and Asia. 21 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

7 edited+0 added−1 removed0 unchanged
Biggest changeWe 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.
Biggest changeThe reported capacity utilization is an overall average for the Company. OTHER FACILITIES. We also own and operate four research and development facilities and technical centers, two development centers, and seven tire proving grounds. We lease our Corporate and Americas headquarters and our research and development facility and technical center in Akron, Ohio.
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.
Our worldwide tire capacity utilization rate was approximately 83% during 2025 compared to approximately 83% in 2024 and 81% in 2023. 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.
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
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. 22 Table of Contents
Americas owns or leases and operates 28 manufacturing facilities in 7 countries, including: • 16 tire plants, • 4 chemical plants, • 3 tire manufacturing equipment plants, • 2 tire retread plants, • 2 aviation retread plants, and • 1 mix plant. EUROPE, MIDDLE EAST AND AFRICA MANUFACTURING FACILITIES.
Americas owns or leases and operates 26 manufacturing facilities in 7 countries, including: • 16 tire plants, • 2 chemical plants, • 3 tire manufacturing equipment plants, • 2 tire retread plants, • 2 aviation retread plants, and • 1 mix plant. EUROPE, MIDDLE EAST AND AFRICA MANUFACTURING FACILITIES.
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.
We operate approximately 750 retail outlets for the sale of our tires to consumer and commercial customers, approximately 30 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 8 manufacturing facilities in 4 countries, including 7 tire plants and 1 aviation retread plant. PLANT UTILIZATION.
EMEA owns or leases and operates 15 manufacturing facilities in 8 countries, including: • 13 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 2. PROPERTIES. We manufacture our products in 53 manufacturing facilities located around the world, including 18 plants in the United States. AMERICAS MANUFACTURING FACILITIES.
ITEM 2. PROPERTIES. We manufacture our products in 49 manufacturing facilities located around the world, including 16 plants in the United States. AMERICAS MANUFACTURING FACILITIES.
Removed
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.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

6 edited+3 added−0 removed6 unchanged
Biggest changeFor additional information on asbestos litigation, refer to Note to the Consolidated Financial Statements No. 19, Commitments and Contingent Liabilities.
Biggest changeFor additional information on asbestos litigation, refer to Note to the Consolidated Financial Statements No. 20, Commitments and Contingent Liabilities. Environmental Matter On August 15, 2025, we received a Notice of Violation from the U.S. Environmental Protection Agency alleging violations of the Clean Air Act at our former chemical manufacturing facility in Beaumont, Texas.
Other Matters In addition to the legal proceedings described above, various other legal actions, indirect tax assessments, claims and governmental investigations and proceedings covering a wide range of matters are pending against us, including claims and proceedings relating to several waste disposal sites that have been identified by the United States Environmental Protection Agency and similar agencies of various states for remedial investigation and cleanup, which sites were allegedly used by us in the past for the disposal of industrial waste materials.
Other Matters In addition to the legal proceedings described above, various other legal actions, indirect tax assessments, claims and governmental investigations and proceedings covering a wide range of matters are pending against us, including claims and proceedings relating to several waste disposal sites that have been identified by the United States Environmental Protection Agency and similar agencies of various states or foreign jurisdictions for remedial investigation and cleanup, which sites were allegedly used by us in the past for the disposal of industrial waste materials.
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.
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 $16 million during 2025.
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.
ITEM 3. LEGAL PROCEEDINGS. Asbestos Litigation We are currently one of numerous defendants in legal proceedings in certain state and federal courts involving approximately 30,400 claimants at December 31, 2025 relating to their alleged exposure to materials containing asbestos in products allegedly manufactured by us or asbestos materials present at our facilities.
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.
For additional information regarding our legal proceedings, refer to Note to the Consolidated Financial Statements No. 20, Commitments and Contingent Liabilities. 23 Table of Contents PART II.
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.
We intend to defend these lawsuits, the ultimate outcome of which cannot be predicted at this time.
Added
Potential monetary penalties associated with the alleged violations could exceed our $1 million reporting threshold described below. Goodyear intends to defend this matter, the ultimate outcome of which cannot be predicted at this time.
Added
The U.S. lawsuits have been transferred to a multidistrict litigation in the U.S. District Court for the Northern District of Ohio. On February 25, 2025, the District Court granted our motion to dismiss the U.S. lawsuits and, on April 11, 2025, the plaintiffs filed motions for leave to file amended complaints.
Added
As permitted by SEC regulations, we use a threshold of $1 million for purposes of determining whether disclosure is required with respect to any environmental proceedings in which a governmental authority is a party and we reasonably believe that such proceeding will result in monetary sanctions (exclusive of interest and costs).

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+0 added−0 removed0 unchanged
Biggest changeIn 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
Biggest changeThe number of performance shares indicated assumes the maximum possible payout that may be earned during the relevant performance periods. 24 Table of Contents
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.
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, 2025.
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.
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 2,635,593 $ 15.67 23,537,236 (1) Equity compensation plans not approved by shareholders — — — Total 2,635,593 $ 15.67 23,537,236 (1) Under our equity compensation plans, up to a maximum of 1,613,880 performance shares in respect of performance periods ending on or subsequent to December 31, 2025, 103,492 shares of restricted stock and 3,082,420 restricted stock units have been awarded.
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.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER 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, 2025, there were 7,883 holders of record of the 286,247,045 shares of our common stock then outstanding.

Item 7. Management's Discussion & Analysis

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

182 edited+68 added−72 removed97 unchanged
Biggest changeActual 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.
Biggest changeActual results and experience may differ materially from the forward-looking statements as a result of many factors, including: • if we do not successfully implement our strategic initiatives, our operating results, financial condition and liquidity may be materially adversely affected; • our ongoing obligations to the purchasers of our OTR tire business, the Dunlop brand and our Chemical Business may disrupt our current and future plans or operations; • we face significant global competition and our market share could decline; • our capital expenditures may not be adequate to maintain our competitive position and may not be implemented in a timely or cost-effective manner; • raw material, energy and transportation cost increases may materially adversely affect our operating results and financial condition; • we have experienced inflationary cost pressures, including with respect to wages, benefits and energy costs, that may materially adversely affect our operating results and financial condition; • 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; • we have been, and may continue to be, negatively impacted by changes in tariffs, trade agreements or trade restrictions on imported tires, raw materials and other goods or equipment; • 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; • 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; • financial difficulties, work stoppages, labor shortages, supply disruptions or economic conditions affecting our major OE customers, dealers or suppliers could harm our business; • our long-term ability to meet our obligations, to repay maturing indebtedness or to implement strategic initiatives may be dependent on our ability to access capital markets in the future and to improve our operating results; • 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; 50 Table of Contents • 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 net amount recorded; • environmental issues, including climate change, or legal, regulatory or market measures to address environmental issues, may negatively affect our business and operations and cause us to incur significant costs; • 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.
These assumptions are reviewed regularly and revised when appropriate. Changes in one or more of them may affect the amount of our recorded liabilities and net periodic costs for these benefits. Other assumptions involving demographic factors such as retirement age and turnover are evaluated periodically and are updated to reflect our experience and expectations for the future.
These assumptions are reviewed regularly and revised when appropriate. Changes in one or more of them may affect the amount of our recorded net liabilities and net periodic costs for these benefits. Other assumptions involving demographic factors such as retirement age and turnover are evaluated periodically and are updated to reflect our experience and expectations for the future.
Most notably, in Luxembourg, we maintain a valuation allowance of approximately $1.0 billion on all of our net deferred tax assets. Each reporting period, we assess available positive and negative evidence and estimate if sufficient future taxable income will be generated to utilize these existing deferred tax assets.
Most notably, in Luxembourg, we maintain a valuation allowance of approximately $1.1 billion on all of our net deferred tax assets. Each reporting period, we assess available positive and negative evidence and estimate if sufficient future taxable income will be generated to utilize these existing deferred tax assets.
The test to be applied varies among the different pieces of legislation, but as a general matter these types of challenges may arise in circumstances where: • such action was intended to defeat, hinder, delay, defraud or prejudice creditors or others; • such action was taken within a specified period of time prior to the commencement of proceedings under Canadian bankruptcy, insolvency or restructuring legislation in respect of a Subsidiary Guarantor, the consideration received by the Subsidiary Guarantor was conspicuously less than the fair market value of the consideration given, and the Subsidiary Guarantor was insolvent or rendered insolvent by such action and (in some circumstances, or) such action was intended to defraud, defeat or delay a creditor; • such action was taken within a specified period of time prior to the commencement of proceedings under Canadian bankruptcy, insolvency or restructuring legislation in respect of a Subsidiary Guarantor and such action was taken, or is deemed to have been taken, with a view to giving a creditor a preference over other creditors or, in some circumstances, had the effect of giving a creditor a preference over other creditors; or • a Subsidiary Guarantor is found to have acted in a manner that was oppressive, unfairly prejudicial to or unfairly disregarded the interests of any shareholder, creditor, director, officer or other interested party.
The test to be applied varies 40 Table of Contents among the different pieces of legislation, but as a general matter these types of challenges may arise in circumstances where: • such action was intended to defeat, hinder, delay, defraud or prejudice creditors or others; • such action was taken within a specified period of time prior to the commencement of proceedings under Canadian bankruptcy, insolvency or restructuring legislation in respect of a Subsidiary Guarantor, the consideration received by the Subsidiary Guarantor was conspicuously less than the fair market value of the consideration given, and the Subsidiary Guarantor was insolvent or rendered insolvent by such action and (in some circumstances, or) such action was intended to defraud, defeat or delay a creditor; • such action was taken within a specified period of time prior to the commencement of proceedings under Canadian bankruptcy, insolvency or restructuring legislation in respect of a Subsidiary Guarantor and such action was taken, or is deemed to have been taken, with a view to giving a creditor a preference over other creditors or, in some circumstances, had the effect of giving a creditor a preference over other creditors; or • a Subsidiary Guarantor is found to have acted in a manner that was oppressive, unfairly prejudicial to or unfairly disregarded the interests of any shareholder, creditor, director, officer or other interested party.
(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.
(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 $145 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.
Goodwill and intangible assets with indefinite useful lives are not amortized but are assessed for impairment annually on October 31st with the option to perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of the reporting unit or indefinite-lived intangible asset to its carrying value.
Goodwill and intangible assets with indefinite useful lives are not amortized but are assessed for impairment annually on October 31 with the option to perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of the reporting unit or indefinite-lived intangible asset to its carrying value.
The model rules include minimum domestic top-up taxes, income inclusion rules and undertaxed profit rules, all aimed to ensure that multinational corporations pay a minimum effective corporate tax rate of 15% in each jurisdiction in which they operate. The Pillar Two model rules did not materially impact our annual effective tax rate in 2024.
The model rules include minimum domestic top-up taxes, income inclusion rules and undertaxed profit rules, all aimed to ensure that multinational corporations pay a minimum effective corporate tax rate of 15% in each jurisdiction in which they operate. The Pillar Two model rules did not materially impact our annual effective tax rate in 2025.
Each of our first lien revolving credit facility and our European revolving credit facility have customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition since December 31, 2020 under the first lien facility and December 31, 2021 under the European facility.
Each of our first lien revolving credit facility and our European revolving credit facility have customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition since December 31, 2024 under the first lien facility and December 31, 2021 under the European facility.
Goodwill and Intangible Asset Impairment During 2024, we recorded a non-cash impairment charge of $125 million ($94 million after-tax and minority) primarily related to our lower tier indefinite-lived intangible assets related to the acquisition of Cooper Tire as a result of increased competition from lower tier imports in the market.
During 2024, we recorded a non-cash impairment charge of $125 million ($94 million after-tax and minority) primarily related to our lower tier indefinite-lived intangible assets related to the acquisition of Cooper Tire as a result of increased competition from lower tier imports in the market.
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.
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.
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.
No cash dividends were paid on our common stock in 2025, 2024 or 2023. 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, 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.
If our future experience is consistent with our assumptions as of December 31, 2025, actuarial loss recognition over the next few years will remain at an amount near that to be recognized in 2026 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. 53 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. 51 Table of Contents
We continue to focus on price and product mix, to substitute lower cost materials where possible, to work to identify additional substitution opportunities, to reduce the amount of material required in each tire, and to pursue alternative raw materials to minimize the impact of higher raw material costs.
We continue to focus on price and product mix, to substitute lower cost materials where possible, to work to identify additional substitution opportunities, and to reduce the amount of material required in each tire to minimize the impact of higher raw material costs.
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.
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.
(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.
(2) The minimum lease payments for finance lease obligations are $710 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 50 Table of Contents 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 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, 2024, 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, 2025, 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. 19, 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. 20, Commitments and Contingent Liabilities. Deferred Tax Asset Valuation Allowances and Uncertain Income Tax Positions.
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.
For a comparison of the years ended December 31, 2024 and 2023, 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, 2024.
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.
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.
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.
As part of our annual impairment analysis as of October 31, 2025, we completed a quantitative impairment analysis of our indefinite-lived intangible assets to determine if their fair values were less than their carrying amounts.
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.
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, 2025 (Dollars in millions) Change PBO/ABO Annual Expense Assumption: Pensions +/- 0.5% $ 116 $ 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.
Natural and synthetic rubber prices and other commodity prices historically have been volatile, and our raw material costs could change based on future cost fluctuations and changes in foreign exchange rates.
Natural and synthetic rubber prices and other commodity prices historically have been volatile, and our raw material costs could change based on future price fluctuations and changes in foreign exchange rates.
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.
In 2025, 2024 and 2023, 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 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.
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.
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.
At December 31, 2024, we had $700 million of borrowings and $1 million of letters of credit issued under the revolving credit facility. €800 Million Amended and Restated Senior Secured European Revolving Credit Facility due 2028 The European revolving credit facility matures on January 14, 2028 and consists of (i) a €180 million German tranche that is available only to Goodyear Germany GmbH and (ii) a €620 million all-borrower tranche that is available to Goodyear Europe B.V.
Future non-U.S. contributions are affected by factors such as: • future interest rate levels, • the amount and timing of asset returns, and • how contributions in excess of the minimum requirements could impact the amount and timing of future contributions. (6) The payments presented above are expected payments for the next 10 years.
Future non-U.S. contributions are affected by factors such as: • future interest rate levels, • the amount and timing of asset returns, and • how contributions in excess of the minimum requirements could impact the amount and timing of future contributions. 43 Table of Contents (6) The payments presented above are expected payments for the next 10 years.
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.
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 $145 million and $158 million for anticipated costs related to U.S. workers’ compensation claims at December 31, 2025 and December 31, 2024, respectively.
We do not believe that sufficient positive evidence required to release valuation allowances on our foreign deferred tax assets having a significant impact on our financial position or results of operations will exist within the next twelve months.
We do not believe 47 Table of Contents that sufficient positive evidence required to release valuation allowances on our foreign deferred tax assets having a significant impact on our financial position or results of operations will exist within the next twelve months.
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.
The present value of the net operating lease payments, including sublease rentals, is $1,038 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.
At December 31, 2024 and December 31, 2023, we also had approximately $1.5 billion of foreign net deferred tax assets and related valuation allowances of approximately $1.2 billion. Our losses in various foreign taxing jurisdictions in recent periods represented sufficient negative evidence to require us to maintain a full valuation allowance against certain of these net foreign deferred tax assets.
At December 31, 2025 and December 31, 2024, we also had approximately $1.5 billion of foreign net deferred tax assets and related valuation allowances of approximately $1.3 billion. Our losses in various foreign taxing jurisdictions in recent periods represented sufficient negative evidence to require us to maintain a full valuation allowance against certain of these net foreign deferred tax assets.
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.
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. 18, Pension, Savings and Other Postretirement Benefit Plans.
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.
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.
Of this amount, $11 million and $10 million was included in Current Assets as part of Accounts Receivable at December 31, 2024 and December 31, 2023, respectively.
Of this amount, $10 million and $11 million was included in Current Assets as part of Accounts Receivable at December 31, 2025 and December 31, 2024, respectively.
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.
During 2025, 2024 and 2023, we did not repurchase any shares from our employees. The restrictions imposed by our credit facilities are not expected to affect our ability to pay dividends or repurchase our capital stock in the future.
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.
We had recorded gross liabilities for both asserted and unasserted asbestos claims, inclusive of defense costs, totaling $107 million and $115 million, respectively, at December 31, 2025 and December 31, 2024. 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.
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.
For further information on pensions and other postretirement benefits, refer to Note to the Consolidated Financial Statements No. 18, Pension, Savings and Other Postretirement Benefit Plans. 49 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.
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 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.
Covenant Compliance Our first lien revolving credit facility and some of the indentures governing our notes contain certain covenants that, among other things, limit our ability to incur additional debt or issue redeemable preferred stock, pay dividends, repurchase shares or make certain other restricted payments or investments, incur liens, sell assets, incur restrictions on the ability of our subsidiaries to pay dividends or to make other payments to us, enter into affiliate transactions, engage in sale and leaseback transactions, and consolidate, merge, sell or otherwise dispose of all or substantially all of our assets.
Covenant Compliance Our first lien revolving credit facility contains certain covenants that, among other things, limit our ability to incur additional debt or issue redeemable preferred stock, pay dividends, repurchase shares or make certain other restricted payments or investments, incur liens, sell assets, incur restrictions on the ability of our subsidiaries to pay dividends or to make other payments to us, enter into affiliate transactions, engage in sale and leaseback transactions, and consolidate, merge, sell or otherwise dispose of all or substantially all of our assets.
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. For further information on goodwill and intangible assets, refer to Note to the Consolidated Financial Statements No. 11, Goodwill and Intangible Assets. General and Product Liability and Other Litigation.
We assessed the period from October 31, 2025 to December 31, 2025 and determined there were no factors that caused us to change our conclusions. For further information on goodwill and intangible assets, refer to Note to the Consolidated Financial Statements No. 12, Goodwill and Intangible Assets. General and Product Liability and Other Litigation.
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.
We will recognize approximately $6 million of net actuarial gains in 2026. If our future experience is consistent with our assumptions as of December 31, 2025, actuarial gain recognition over the next few years will remain at an amount near that to be recognized in 2026.
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.
The difference between our effective tax rate and the U.S. statutory rate of 21% for 2024 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 noted above.
If the loss is estimated within a range and no point within the range is more probable than another, we record the minimum amount in the range. As additional 47 Table of Contents information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary.
If the loss is estimated within a range and no point within the range is more probable than another, we record the minimum amount in the range. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary.
At December 31, 2024 and 2023, we had no borrowings and no letters of credit outstanding under the European revolving credit facility.
At December 31, 2025 and 2024, we had no borrowings and no letters of credit outstanding under the European revolving credit facility.
This determination is based on consultation with our outside legal counsel and takes into consideration agreements with certain of our insurance carriers, the financial viability and legal obligations of our insurance carriers, and other relevant factors.
This determination 46 Table of Contents is based on consultation with our outside legal counsel and takes into consideration agreements with certain of our insurance carriers, the financial viability and legal obligations of our insurance carriers, and other relevant factors.
The funding commitments under the facility will expire upon the earliest to occur of: (a) October 19, 2027, (b) the non-renewal and expiration (without substitution) of all of the back-up liquidity commitments, (c) the early termination of the facility according to its terms (generally upon an Early Amortisation Event (as defined in the facility), which includes, among other things, events similar to the events of default under our first lien revolving credit facility; certain tax law changes; or certain changes to law, regulation or accounting standards), or (d) our request for early termination of the facility.
The funding commitments under the facility will expire upon the earliest to occur of: (a) October 18, 2032, (b) the non-renewal and expiration (without substitution) of all of the back-up liquidity commitments, (c) the early termination of the 37 Table of Contents facility according to its terms (generally upon an Early Amortisation Event (as defined in the facility), which includes, among other things, events similar to the events of default under our first lien revolving credit facility; certain tax law changes; or certain changes to law, regulation or accounting standards), or (d) our request for early termination of the facility.
Segment operating income is computed as follows: Net Sales less CGS (excluding asset write-off and accelerated depreciation charges) and SAG (including certain allocated corporate administrative expenses). Segment operating income also includes certain royalties and equity in earnings of most affiliates.
Segment operating income is computed as follows: Net Sales less CGS (excluding asset write-offs, accelerated depreciation charges and accelerated lease costs) and SAG (including certain allocated corporate administrative expenses). Segment operating income also includes certain royalties and equity in earnings of most affiliates.
(5) The obligation related to pension benefits is actuarially determined and is reflective of obligations as of December 31, 2024.
(5) The obligation related to pension benefits is actuarially determined and is reflective of obligations as of December 31, 2025.
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, 2025 and December 31, 2024, we recorded a receivable related to asbestos claims of $57 million and $63 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.
Australia accounted for 17% and 21% of Asia Pacific’s net sales in 2024 and 2023, respectively. Results of operations in China and India are expected to have a significant impact on Asia Pacific's future performance. 36 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Overview Our primary sources of liquidity are cash generated from our operating and financing activities.
India accounted for 21% and 17% of Asia Pacific’s net sales for 2025 and 2024, respectively. Results of operations in China and India are expected to have a significant impact on Asia Pacific's future performance. 34 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Overview Our primary sources of liquidity are cash generated from our operating and financing activities.
Dividends and Common Stock Repurchase Program Under our primary credit facilities and some of our note indentures, we are permitted to pay dividends on and repurchase our capital stock (which constitute restricted payments) as long as no default will have occurred and be continuing, additional indebtedness can be incurred under the credit facilities or indentures following the payment, and certain financial tests are satisfied.
Dividends and Common Stock Repurchase Program Under our primary credit facilities, we are permitted to pay dividends on and repurchase our capital stock (which constitute restricted payments) as long as no default will have occurred and be continuing, additional indebtedness can be incurred under the credit facilities following the payment, and certain financial tests are satisfied.
We have recorded liabilities for both asserted and unasserted claims totaling $406 million and $438 million, including related legal fees expected to be incurred, for potential product liability and other tort claims, including asbestos claims, at December 31, 2024 and December 31, 2023, respectively.
We have recorded liabilities for both asserted and unasserted claims totaling $417 million and $406 million, including related legal fees expected to be incurred, for potential product liability and other tort claims, including asbestos claims, at December 31, 2025 and December 31, 2024, respectively.
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.
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 5.19% and 5.29%, respectively, at December 31, 2025, compared to 5.55% and 5.62%, respectively, at December 31, 2024.
Our forecast of future cash flows is based on our best estimate of projected revenue and projected operating margin, based primarily on pricing, raw material costs, market share, industry outlook, general economic conditions and strategic actions to improve our operating margin.
Our forecast of future cash flows is based on our best estimate of projected revenue and projected operating margin, based primarily on pricing, raw material costs, market share, industry outlook and general economic conditions.
Operating income in 2024 excluded an intangible asset impairment of $125 million, net rationalization charges of $23 million, asset write-offs, accelerated depreciation and accelerated lease costs of $14 million, and net gains on asset sales of $13 million.
Operating income in 2024 excluded a non-cash intangible asset impairment of $125 million, net rationalization charges of $23 million, asset write-offs, accelerated depreciation and accelerated lease costs of $14 million, and net gains on asset sales of $13 million.
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.
At December 31, 2025, approximately $731 million of net assets, including approximately $175 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, 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.
At December 31, 2025, we had short term committed and uncommitted credit arrangements totaling $818 million, of which $276 million were unused, compared to $871 million and $292 million, respectively, at December 31, 2024. The continued availability of the short term uncommitted arrangements is at the discretion of the relevant lender and may be terminated at any time.
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 net actuarial gain of $76 million included in AOCL for our global other postretirement benefit plans as of December 31, 2025 is a result of past increases in discount rates. For purposes of determining 2025 global net periodic other postretirement benefits cost, we recognized $8 million of net actuarial gains in 2025.
In the U.S., we have a cumulative loss for the three-year period ended December 31, 2024 primarily driven by non-recurring items such as rationalization charges, pension curtailments and settlements, one-time costs associated with the Goodyear Forward plan, and intangible asset impairments.
In the U.S., we had a cumulative loss for the three-year period ending December 31, 2025 primarily driven by non-recurring items such as goodwill and intangible asset impairments, rationalization charges, pension curtailments and settlements, and one-time costs associated with the Goodyear Forward plan.
In the U.S., we have a cumulative loss for the three-year period ended December 31, 2024 primarily driven by non-recurring items such as rationalization charges, pension curtailments and settlements, one-time costs associated with the Goodyear Forward plan, and intangible asset impairments.
In the U.S., we had a cumulative loss for the three-year period ending December 31, 2025 primarily driven by non-recurring items such as goodwill and intangible asset impairments, rationalization charges, pension curtailments and settlements, and one-time costs associated with the Goodyear Forward plan.
Net rationalization charges include $52 million related to the proposed plan to close our tire manufacturing facilities in Fulda and Fürstenwalde, Germany, $15 million related to the workforce reorganization plan in EMEA, $15 million related to the opening of a shared service center in Costa Rica, the exit of certain Commercial Tire and Service Center locations and global SAG, $12 million related to the closure of our tire manufacturing facility in Malaysia, $11 million related to the closure of our tire manufacturing facility in Melksham, United Kingdom, $4 million related to the closure of certain retail and warehouse locations in Americas, $3 million related to the permanent closure of our Gadsden, Alabama tire manufacturing facility, $3 million related to the global rationalization and workforce reorganization plan and $3 million related to the plan to streamline our EMEA distribution network.
Net rationalization charges include $52 million related to Fulda and Fürstenwalde, $15 million related to the rationalization and workforce reorganization plan in EMEA, $15 million related to opening a shared service center in Costa Rica, the exit of certain Commercial Tire and Service Center locations and global SAG reductions, $12 million related to the closure of our tire manufacturing facility in Malaysia, $11 million related to the closure of Melksham, $4 million related to the closure of certain retail and warehouse locations in Americas, $3 million related to the permanent closure of our Gadsden, Alabama tire manufacturing facility, $3 million related to a plan to reduce SAG headcount globally and $3 million related to the plan to streamline our EMEA distribution network.
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.
Yokohama acquired our OTR tire business for a purchase price of $905 million in cash, subject to certain adjustments set forth in the OTR Purchase Agreement.
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.
We have entered into certain arrangements under which we have provided guarantees that are off-balance sheet arrangements. Those guarantees totaled $15 million at December 31, 2025.
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 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.
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, beginning no earlier than the 2nd anniversary of closing of the transaction, the production of those OTR tires will transition to Yokohama’s facilities.
In conjunction with the sale of the OTR tire business, we entered into several ancillary agreements, including a trademark license agreement, whereby we license certain trademarks to Yokohama for an initial period of ten years from the date of the sale, and a product supply agreement, pursuant to which we will supply to Yokohama certain OTR tires for an initial period of up to five years, subject to the terms and conditions set forth therein, including an exit and asset relocation plan to be mutually agreed upon by the parties pursuant to which, beginning no earlier than the second anniversary of closing of the transaction, the production of those OTR tires will transition to Yokohama’s facilities.
These covenants are subject to significant exceptions and qualifications. Our first lien revolving credit facility and the indentures governing our notes also have customary defaults, including cross-defaults to material indebtedness of Goodyear and its subsidiaries. We have an additional financial covenant in our first lien revolving credit facility that is currently not applicable.
Our first lien revolving credit facility and the indentures governing our notes also have customary defaults, including cross-defaults to material indebtedness of Goodyear and its subsidiaries. We have an additional financial covenant in our first lien revolving credit facility that is currently not applicable.
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.
Total segment operating margin (segment operating income divided by segment sales) in 2025 was 5.8% compared to 6.9% in 2024. Management believes that total segment operating income is useful because it represents the aggregate value of income created by our SBUs and excludes items not directly related to the SBUs for performance evaluation purposes.
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 actual rate of return on our U.S. pension fund was 7.45%, 1.70% and 7.90% in 2025, 2024 and 2023, respectively, as compared to the expected rate of 6.20%, 5.95% and 6.27% in 2025, 2024 and 2023, respectively. We use the fair value of our pension assets in the calculation of pension expense for all of our U.S. pension plans.
SAG in 2024 also included costs related to the Goodyear Forward plan of $105 30 Table of Contents million ($80 million after-tax and minority) compared to $35 million ($26 million after-tax and minority) in 2023, primarily consisting of advisory, legal and consulting fees incurred to support development and execution of the plan, including costs associated with planned asset sales.
SAG in 2025 also included costs related to the Goodyear Forward plan of $15 million ($15 million after-tax and minority) compared to $105 million ($80 million after-tax and minority) in 2024, primarily consisting of advisory, legal and consulting fees incurred to support development and execution of the plan, including costs associated with planned asset sales.
The following table presents our tire unit sales for the periods indicated: Year Ended December 31, (In millions of tires) 2024 2023 % Change Replacement Units United States 52.8 58.1 (9.1 )% International 67.9 72.1 (5.8 )% Total 120.7 130.2 (7.3 )% OE Units United States 9.6 9.4 2.1 % International 36.3 33.7 7.7 % Total 45.9 43.1 6.3 % Goodyear worldwide tire units 166.6 173.3 (3.9 )% The decrease in worldwide tire unit sales of 6.7 million units, or 3.9%, compared to 2023, included a decrease of 9.5 million replacement tire units, or 7.3%, reflecting decreases in each region.
The following table presents our tire unit sales for the periods indicated: Year Ended December 31, (In millions of tires) 2025 2024 % Change Replacement Units United States 50.2 52.8 (4.9) % International 62.9 67.9 (7.4) % Total 113.1 120.7 (6.3) % OE Units United States 9.3 9.6 (3.1) % International 36.3 36.3 — % Total 45.6 45.9 (0.5) % Goodyear worldwide tire units 158.7 166.6 (4.7) % The decrease in worldwide tire unit sales of 7.9 million units, or 4.7%, compared to 2024, included a decrease of 7.6 million replacement tire units, or 6.3%, reflecting decreases in each region.
At December 31, 2024, we had $700 million of borrowings and $1 million of letters of credit issued under the revolving credit facility.
At December 31, 2025, we had no borrowings and $1 million of letters of credit issued under the revolving credit facility.
Interest cost included in our global net periodic other postretirement benefits cost was $15 million in 2024, compared to $16 million in 2023.
Interest cost included in our global net periodic other postretirement benefits cost was $13 million in 2025, compared to $15 million in 2024.
We actively monitor our liquidity and intend to operate our business in a way that allows us to address our cash flow needs with our existing cash and available credit if they cannot be funded by cash generated from operating or other financing activities.
We expect to generate approximately $100 million of cash from working capital in 2026. We actively monitor our liquidity and intend to operate our business in a way that allows us to address our cash flow needs with our existing cash and available credit if they cannot be funded by cash generated from operating or other financing activities.
We do not believe that sufficient positive evidence required to release valuation allowances on our foreign deferred tax assets having a significant impact on our financial position or results of operations will exist within the next twelve months.
We do not believe that sufficient positive evidence required to release valuation allowances on our foreign deferred tax assets having a significant impact on our financial position or results of operations will exist within the next twelve months. On July 4, 2025, OBBBA was enacted in the U.S.
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.
For purposes of determining our 2025 U.S. pension total benefits cost, we recognized $295 million of the net actuarial losses in 2025. We will recognize approximately $85 million of net actuarial losses in 2026 U.S. net periodic pension cost.
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.
The terms of the facility provide the flexibility to designate annually the maximum amount of funding available under the facility in an amount of not less than €30 million and not more than €450 million. For the period from October 2025 through October 2027, the designated maximum amount of the facility is €300 million.
Credit Sources In aggregate, we had total credit arrangements of $11,223 million available at December 31, 2024, of which $3,555 million were unused, compared to $11,743 million available at December 31, 2023, of which $4,247 million were unused.
Credit Sources In aggregate, we had total credit arrangements of $10,525 million available at December 31, 2025, of which $4,421 million were unused, compared to $11,223 million available at December 31, 2024, of which $3,555 million were unused.
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.
At December 31, 2025, our net actuarial loss included in Accumulated Other Comprehensive Loss ("AOCL") related to global pension plans was $1,951 million, $1,449 million of which related to our U.S. pension plans.
Minority Shareholders’ Net Income (Loss) Minority shareholders’ net loss was $10 million in 2024, primarily due to the closure of our Malaysia tire manufacturing facility, compared to net income of $2 million in 2023. 33 Table of Contents RESULTS OF OPERATIONS — SEGMENT INFORMATION Segment information reflects our strategic business units ("SBUs"), which are organized to meet customer requirements and global competition and are segmented on a regional basis.
Minority Shareholders’ Net Income (Loss) Minority shareholders’ net income was $21 million in 2025 , primarily related to the sale of property in Asia Pacific, compared to a net loss of $11 million in 2024, primarily due to the closure of our Malaysia tire manufacturing facility. 31 Table of Contents RESULTS OF OPERATIONS — SEGMENT INFORMATION Segment information reflects our strategic business units ("SBUs"), which are organized to meet customer requirements and global competition and are segmented on a regional basis.

… 242 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−547 removed5 unchanged
Biggest changeThe following table presents foreign currency derivative information at December 31: (In millions) 2024 2023 Fair value — asset (liability) $ 25 $ (27 ) Pro forma decrease in fair value (173 ) (174 ) Contract maturities 01/25-12/25 1/24-11/24 The pro forma decrease in fair value assumes a 10% adverse change in underlying foreign exchange rates at December 31 of each year, and reflects the estimated change in the fair value of contracts outstanding at that date under that assumption.
Biggest changeThe following table presents foreign currency derivative information at December 31: (In millions) 2025 2024 Fair value — liability (asset) $ (24) $ 25 Pro forma decrease in fair value (194) (173) Contract maturities 01/26-12/26 01/25-12/25 The pro forma decrease in fair value assumes a 10% adverse change in underlying foreign exchange rates at December 31 of each year, and reflects the estimated change in the fair value of contracts outstanding at that date under that assumption.
We do not hold or issue derivative financial instruments for trading purposes. Commodity Price Risk The raw materials costs to which our operations are principally exposed include the cost of natural rubber, synthetic rubber, carbon black, fabrics, steel cord and other petrochemical-based commodities.
We do not hold or issue derivative financial instruments for trading purposes. Commodity Price Risk The raw material costs to which our operations are principally exposed include the cost of natural rubber, synthetic rubber, carbon black, fabrics, steel cord and other petrochemical-based commodities.
ITEM 7A. QUANTITATIVE AND QUALITAT IVE DISCLOSURES ABOUT MARKET RISK. We utilize derivative financial instrument contracts and nonderivative instruments to manage interest rate, foreign exchange and commodity price risks. We have established a control environment that includes policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. We utilize derivative financial instrument contracts and nonderivative instruments to manage interest rate, foreign exchange and commodity price risks. We have established a control environment that includes policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities.
Interest Rate Risk We continuously monitor our fixed and floating rate debt mix. Within defined limitations, we manage the mix using refinancing. At December 31, 2024, 25% of our debt was at variable interest rates averaging 9.23% compared to 20% at an average rate of 8.09% at December 31, 2023.
Interest Rate Risk We continuously monitor our fixed and floating rate debt mix. Within defined limitations, we manage the mix using refinancing. At December 31, 2025, 20% of our debt was at variable interest rates averaging 7.06% compared to 25% at an average rate of 9.23% at December 31, 2024.
The following table presents information about long term fixed rate debt, excluding finance leases, at December 31: (In millions) 2024 2023 Carrying amount — liability $ 5,367 $ 5,720 Fair value — liability 5,076 5,488 Pro forma fair value — liability 5,234 5,684 The pro forma information assumes an 100 basis point decrease in market interest rates at December 31 of each year, and reflects the estimated fair value of fixed rate debt outstanding at that date under that assumption.
The following table presents information about long term fixed rate debt, excluding finance leases, at December 31: (In millions) 2025 2024 Carrying amount — liability $ 4,496 $ 5,367 Fair value — liability 4,422 5,076 Pro forma fair value — liability 4,558 5,234 The pro forma information assumes an 100 basis point decrease in market interest rates at December 31 of each year, and reflects the estimated fair value of fixed rate debt outstanding at that date under that assumption.
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.
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
Fair values are recognized on the Consolidated Balance Sheets at December 31 as follows: (In millions) 2024 2023 Current asset (liability): Accounts receivable $ 28 $ 2 Other current liabilities (3 ) (29 ) For further information on foreign currency contracts, refer to Note to the Consolidated Financial Statements No. 15, Financing Arrangements and Derivative Financial Instruments.
Fair values are recognized on the Consolidated Balance Sheets at December 31 as follows: (In millions) 2025 2024 Current asset (liability): Accounts receivable $ 6 $ 28 Other current liabilities (30) (3) 52 Table of Contents For further information on foreign currency contracts, refer to Note to the Consolidated Financial Statements No. 16, Financing Arrangements and Derivative Financial Instruments.
Removed
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.
Removed
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with generally accepted accounting principles.
Removed
Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with appropriate authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.
Removed
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.
Removed
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.
Removed
Based on such assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024.
Removed
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").
Removed
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).
Removed
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.
Removed
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.
Removed
Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.
Removed
Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.
Removed
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
Removed
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Removed
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
Removed
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
Removed
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances.
Removed
We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Removed
A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Removed
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.
Removed
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.
Removed
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Income Taxes - Valuation of U.S.
Removed
Deferred Tax Assets As described in Note 6 to the consolidated financial statements, as of December 31, 2024, the Company has approximately $1.3 billion of U.S. federal, state and local net deferred tax assets, inclusive of valuation allowances totaling $26 million primarily for state tax loss carryforwards with limited lives.
Removed
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.
Removed
A valuation allowance is not required to the extent that, in management’s judgment, positive evidence exists with a magnitude and duration sufficient to result in a conclusion that it is more likely than not the Company’s deferred tax assets will be realized.
Removed
As disclosed by management, the valuation of deferred tax assets requires judgment in assessing future profitability, including the impact of tax planning strategies, relative to the expiration dates, if any, of the assets. In the U.S., the Company has a cumulative loss for the three-year period ended December 31, 2024.
Removed
In assessing the Company’s ability to utilize its net deferred tax assets, management primarily considered other objectively verifiable information, including the Company’s improvement in its U.S. operating results during 2024 as a result of lower raw material and transportation costs and benefits from the Goodyear Forward plan compared to 2023 as well as non-deductible interest and future royalty income from foreign subsidiaries.
Removed
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.
Removed
The principal considerations for our determination that performing procedures relating to the valuation of U.S. deferred tax assets is a critical audit matter are (i) the significant judgment by management in determining whether the U.S. deferred tax assets are more likely than not to be realized in the future and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to management’s assessment of the realizability of U.S. deferred tax assets.
Removed
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of the realizability of U.S. deferred tax assets, including controls over projections of future profitability.
Removed
These procedures also included, among others (i) evaluating the positive and negative evidence available to support management’s assessment of the realizability of U.S. deferred tax assets; (ii) testing the completeness and accuracy of underlying data used in management’s assessment; and (iii) evaluating the reasonableness of management’s projections of future profitability of the U.S. business.
Removed
Evaluating the reasonableness of management’s projections of future profitability of the U.S. business involved considering (i) the current and past performance of the U.S. business; (ii) the consistency with external market and industry data; and (iii) the consistency with evidence obtained in other areas of the audit.
Removed
Interim Goodwill and Indefinite-Lived Intangible Asset Impairment Assessments – North America Reporting Unit and a Certain Indefinite-Lived Intangible Asset As described in Notes 1 and 11 to the consolidated financial statements, the Company’s goodwill and indefinite-lived intangible assets balances were $756 million and $549 million, respectively, as of December 31, 2024, of which a majority of the goodwill balance relates to the North America reporting unit and a majority of the indefinite-lived intangible assets balance relates to a certain indefinite-lived intangible asset.
Removed
As disclosed by management, goodwill and intangible assets with indefinite useful lives are assessed for impairment annually on October 31st with the option to perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of the reporting unit or indefinite-lived intangible asset to its carrying value.
Removed
In addition to the annual assessment, impairment evaluation is considered during interim periods when events occur or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. During the third quarter of 2024, the Company experienced a decline in market capitalization.
Removed
Management viewed this as a triggering event and performed a quantitative analysis of the fair value of the North America reporting unit, which resulted in an estimated fair value that exceeded its carrying value, including goodwill.
Removed
Additionally, during the third quarter of 2024, the Company experienced a decline in volumes primarily in certain indefinite-lived intangible assets related to the acquisition of Cooper Tire. Management viewed this as a triggering event and performed a quantitative analysis of the fair value of certain indefinite-lived intangible assets, which resulted in a non-cash impairment charge of $125 million.
Removed
The fair value of the North America reporting unit was estimated by management based on discounted cash flow projections, and the most critical assumptions used in the calculation of the fair value of the North America reporting unit are the projected revenue, projected operating margin, and discount rate.
Removed
The fair value of certain indefinite-lived intangible assets was estimated by management using the relief-from-royalty method, and the most critical assumptions used in the calculation of the fair value of certain indefinite-lived intangible assets are the projected revenue, discount rate, and royalty rate. 58 Table of Contents The principal considerations for our determination that performing procedures relating to the interim goodwill and indefinite-lived intangible asset impairment assessments of the North America reporting unit and a certain indefinite-lived intangible asset is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the North America reporting unit and a certain indefinite-lived intangible asset; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to (a) the projected revenue, projected operating margin, and discount rate for the North America reporting unit, and (b) the projected revenue, discount rate, and royalty rate for a certain indefinite-lived intangible asset; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Removed
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s interim impairment assessments, including controls over the valuation of the North America reporting unit and a certain indefinite-lived intangible asset.
Removed
These procedures also included, among others (i) testing management’s process for developing the fair value estimates of the North America reporting unit and a certain indefinite-lived intangible asset; (ii) evaluating the appropriateness of the discounted cash flow model and relief-from-royalty method used by management; (iii) testing the completeness and accuracy of underlying data used in the valuation methods; and (iv) evaluating the reasonableness of the significant assumptions used by management related to (a) the projected revenue, projected operating margin, and discount rate for the North America reporting unit, and (b) the projected revenue, discount rate, and royalty rate for a certain indefinite-lived intangible asset.
Removed
Evaluating management’s assumptions related to the projected revenue and projected operating margin for the North America reporting unit and the projected revenue for a certain indefinite-lived intangible asset involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Company’s business; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.
Removed
Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow model and relief-from-royalty method and (ii) the reasonableness of the discount rate assumption for the North America reporting unit and the discount rate and royalty rate assumptions for a certain indefinite-lived intangible asset. /s/ PricewaterhouseCoopers LLP Cleveland, Ohio February 14, 2025 We have served as the Company’s auditor since 1898. 59 Table of Contents THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEM ENTS OF OPERATIONS Year Ended December 31, (In millions, except per share amounts) 2024 2023 2022 Net Sales (Note 2) $ 18,878 $ 20,066 $ 20,805 Cost of Goods Sold 15,176 16,557 16,953 Selling, Administrative and General Expense 2,782 2,814 2,798 Goodwill and Intangible Asset Impairment (Note 11) 125 230 — Rationalizations (Note 3) 86 502 129 Interest Expense (Note 4) 522 532 451 Other (Income) Expense (Note 5) 32 108 75 Income (Loss) before Income Taxes 155 ( 677 ) 399 United States and Foreign Tax Expense (Note 6) 95 10 190 Net Income (Loss) 60 ( 687 ) 209 Less: Minority Shareholders’ Net Income (Loss) ( 10 ) 2 7 Goodyear Net Income (Loss) $ 70 $ ( 689 ) $ 202 Goodyear Net Income (Loss) — Per Share of Common Stock Basic $ 0.24 $ ( 2.42 ) $ 0.71 Weighted Average Shares Outstanding (Note 7) 287 285 284 Diluted $ 0.24 $ ( 2.42 ) $ 0.71 Weighted Average Shares Outstanding (Note 7) 288 285 286 The accompanying notes are an integral part of these consolidated financial statements. 60 Table of Contents THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF C OMPREHENSIVE INCOME (LOSS) Year Ended December 31, (In millions) 2024 2023 2022 Net Income (Loss) $ 60 $ ( 687 ) $ 209 Other Comprehensive Income (Loss): Foreign currency translation, net of tax of ($ 7 ) in 2024 ($ 2 in 2023, ($ 9 ) in 2022) ( 95 ) 54 ( 275 ) Unrealized gains from securities, net of tax of $ 0 in 2024 ($ 0 in 2023, $ 0 in 2022) — — 1 Defined benefit plans: Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $ 27 in 2024 ($ 26 in 2023, $ 31 in 2022) 81 80 94 Decrease/(increase) in net actuarial losses, net of tax of $ 0 in 2024 (($ 36 ) in 2023, $ 48 in 2022) ( 16 ) ( 125 ) 162 Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements, and divestitures, net of tax of ($ 1 ) in 2024 ($ 11 in 2023, $ 30 in 2022) ( 2 ) 36 94 Prior service credit (cost) from plan amendments, net of tax of $ 8 in 2024 ($ 0 in 2023, ($ 2 ) in 2022) 23 — ( 3 ) Deferred derivative losses, net of tax of $ 0 in 2024 ($ 0 in 2023, $ 0 in 2022) — ( 5 ) — Reclassification adjustment for amounts recognized in income, net of tax of $ 0 in 2024 ($ 0 in 2023, $ 0 in 2022) ( 1 ) 4 ( 2 ) Other Comprehensive Income (Loss) ( 10 ) 44 71 Comprehensive Income (Loss) 50 ( 643 ) 280 Less: Comprehensive Income (Loss) Attributable to Minority Shareholders ( 11 ) 6 ( 10 ) Goodyear Comprehensive Income (Loss) $ 61 $ ( 649 ) $ 290 The accompanying notes are an integral part of these consolidated financial statements. 61 Table of Contents THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES CONSOLIDATED B ALANCE SHEETS December 31, (In millions, except share data) 2024 2023 Assets: Current Assets: Cash and Cash Equivalents (Note 1) $ 810 $ 902 Accounts Receivable (Note 9) 2,482 2,731 Inventories (Note 10) 3,597 3,698 Assets Held for Sale (Note 1) 466 — Prepaid Expenses and Other Current Assets 277 319 Total Current Assets 7,632 7,650 Goodwill (Note 11) 756 781 Intangible Assets (Note 11) 805 969 Deferred Income Taxes (Note 6) 1,686 1,630 Other Assets (Note 12) 1,052 1,075 Operating Lease Right-of-Use Assets (Note 14) 951 985 Property, Plant and Equipment (Note 13) 8,082 8,492 Total Assets $ 20,964 $ 21,582 Liabilities: Current Liabilities: Accounts Payable — Trade $ 4,052 $ 4,326 Compensation and Benefits (Notes 17 and 18) 606 663 Other Current Liabilities 1,089 1,165 Notes Payable and Overdrafts (Note 15) 558 344 Operating Lease Liabilities due Within One Year (Note 14) 200 200 Long Term Debt and Finance Leases due Within One Year (Notes 14 and 15) 832 449 Total Current Liabilities 7,337 7,147 Operating Lease Liabilities (Note 14) 804 825 Long Term Debt and Finance Leases (Notes 14 and 15) 6,392 6,831 Compensation and Benefits (Notes 17 and 18) 789 974 Deferred Income Taxes (Note 6) 108 83 Other Long Term Liabilities 628 885 Total Liabilities 16,058 16,745 Commitments and Contingent Liabilities (Note 19) Shareholders’ Equity: Goodyear Shareholders’ Equity: Common Stock, no par value: Authorized, 450 million shares, Outstanding shares — 285 million ( 284 million in 2023) 285 284 Capital Surplus 3,159 3,133 Retained Earnings 5,156 5,086 Accumulated Other Comprehensive Loss (Note 21) ( 3,844 ) ( 3,835 ) Goodyear Shareholders’ Equity 4,756 4,668 Minority Shareholders’ Equity — Nonredeemable 150 169 Total Shareholders’ Equity 4,906 4,837 Total Liabilities and Shareholders’ Equity $ 20,964 $ 21,582 The accompanying notes are an integral part of these consolidated financial statements. 62 Table of Contents THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY Accumulated Minority Other Goodyear Shareholders' Total Common Stock Capital Retained Comprehensive Shareholders' Equity — Non- Shareholders' (Dollars in millions, except per share amounts) Shares Amount Surplus Earnings Loss Equity Redeemable Equity Balance at December 31, 2021 (after deducting 42,494,684 common treasury shares) 281,793,223 $ 282 $ 3,107 $ 5,573 $ ( 3,963 ) $ 4,999 $ 185 $ 5,184 Net income 202 202 7 209 Other comprehensive income (loss) 88 88 ( 17 ) 71 Total comprehensive income (loss) 290 ( 10 ) 280 Stock-based compensation plans 17 17 17 Dividends declared ( 9 ) ( 9 ) Common stock issued from treasury 1,103,129 1 ( 7 ) ( 6 ) ( 6 ) Balance at December 31, 2022 (after deducting 41,391,555 common treasury shares) 282,896,352 $ 283 $ 3,117 $ 5,775 $ ( 3,875 ) $ 5,300 $ 166 $ 5,466 There were no dividends declared or paid for the year ended December 31, 2022.
Removed
The accompanying notes are an integral part of these consolidated financial statements. 63 Table of Contents THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY — (Continued) Accumulated Minority Other Goodyear Shareholders' Total Common Stock Capital Retained Comprehensive Shareholders' Equity — Non- Shareholders' (Dollars in millions, except per share amounts) Shares Amount Surplus Earnings Loss Equity Redeemable Equity Balance at December 31, 2022 (after deducting 41,391,555 common treasury shares) 282,896,352 $ 283 $ 3,117 $ 5,775 $ ( 3,875 ) $ 5,300 $ 166 $ 5,466 Net income ( 689 ) ( 689 ) 2 ( 687 ) Other comprehensive income (loss) 40 40 4 44 Total comprehensive income (loss) ( 649 ) 6 ( 643 ) Stock-based compensation plans 17 17 17 Dividends declared ( 3 ) ( 3 ) Common stock issued from treasury 889,911 1 ( 1 ) Balance at December 31, 2023 (after deducting 40,501,644 common treasury shares) 283,786,263 $ 284 $ 3,133 $ 5,086 $ ( 3,835 ) $ 4,668 $ 169 $ 4,837 There were no dividends declared or paid for the year ended December 31, 2023.
Removed
The accompanying notes are an integral part of these consolidated financial statements. 64 Table of Contents THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY — (Continued) Accumulated Minority Other Goodyear Shareholders' Total Common Stock Capital Retained Comprehensive Shareholders' Equity — Non- Shareholders' (Dollars in millions, except per share amounts) Shares Amount Surplus Earnings Loss Equity Redeemable Equity Balance at December 31, 2023 (after deducting 40,501,644 common treasury shares) 283,786,263 $ 284 $ 3,133 $ 5,086 $ ( 3,835 ) $ 4,668 $ 169 $ 4,837 Net income 70 70 ( 10 ) 60 Other comprehensive income (loss) ( 9 ) ( 9 ) ( 1 ) ( 10 ) Total comprehensive income (loss) 61 ( 11 ) 50 Stock-based compensation plans 30 30 30 Dividends declared ( 8 ) ( 8 ) Common stock issued from treasury 1,188,000 1 ( 4 ) ( 3 ) ( 3 ) Balance at December 31, 2024 (after deducting 39,313,644 common treasury shares) 284,974,263 $ 285 $ 3,159 $ 5,156 $ ( 3,844 ) $ 4,756 $ 150 $ 4,906 There were no dividends declared or paid for the year ended December 31, 2024.
Removed
The accompanying notes are an integral part of these consolidated financial statements. 65 Table of Contents THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEM ENTS OF CASH FLOWS Year Ended December 31, (In millions) 2024 2023 2022 Cash Flows from Operating Activities: Net Income (Loss) $ 60 $ ( 687 ) $ 209 Adjustments to Reconcile Net Income (Loss) to Cash Flows from Operating Activities: Depreciation and Amortization 1,049 1,001 964 Amortization and Write-Off of Debt Issuance Costs 14 15 15 Goodwill and Intangible Asset Impairment (Note 11) 125 230 — Cash Payments for Transaction and Other Costs Related to the Cooper Tire Acquisition — — ( 2 ) Provision for Deferred Income Taxes (Note 6) ( 65 ) ( 230 ) 28 Net Pension Curtailments and Settlements (Note 17) ( 3 ) 40 124 Net Rationalization Charges (Note 3) 86 502 129 Rationalization Payments ( 198 ) ( 99 ) ( 95 ) Net (Gains) Losses on Asset Sales (Note 5) ( 93 ) ( 104 ) ( 122 ) Gain on Insurance Recoveries for Damaged Property, Plant and Equipment ( 75 ) — — Operating Lease Expense (Note 14) 326 302 300 Operating Lease Payments (Note 14) ( 277 ) ( 278 ) ( 276 ) Pension Contributions and Direct Payments ( 69 ) ( 54 ) ( 60 ) Changes in Operating Assets and Liabilities, Net of Asset Acquisitions and Dispositions: Accounts Receivable 127 ( 59 ) ( 333 ) Inventories ( 122 ) 908 ( 1,042 ) Accounts Payable — Trade ( 87 ) ( 550 ) 686 Compensation and Benefits 24 48 ( 107 ) Other Current Liabilities ( 151 ) 158 ( 1 ) Other Assets and Liabilities 27 ( 111 ) 104 Total Cash Flows from Operating Activities 698 1,032 521 Cash Flows from Investing Activities: Capital Expenditures ( 1,188 ) ( 1,050 ) ( 1,061 ) Insurance Recoveries for Damaged Property, Plant and Equipment 62 — — Cash Proceeds from Sale and Leaseback Transactions (Note 5) 16 99 108 Asset Dispositions 115 16 52 Short Term Securities Acquired — ( 97 ) ( 75 ) Short Term Securities Redeemed 2 94 107 Long Term Securities Acquired — ( 11 ) — Long Term Securities Redeemed 4 6 — Notes Receivable ( 23 ) ( 79 ) ( 16 ) Other Transactions 7 ( 13 ) ( 29 ) Total Cash Flows from Investing Activities ( 1,005 ) ( 1,035 ) ( 914 ) Cash Flows from Financing Activities: Short Term Debt and Overdrafts Incurred 1,326 954 1,321 Short Term Debt and Overdrafts Paid ( 1,095 ) ( 1,009 ) ( 1,295 ) Long Term Debt Incurred 14,420 9,932 10,503 Long Term Debt Paid ( 14,387 ) ( 10,220 ) ( 9,947 ) Common Stock Issued ( 3 ) ( 2 ) ( 6 ) Transactions with Minority Interests in Subsidiaries ( 8 ) ( 3 ) ( 9 ) Debt Related Costs and Other Transactions ( 28 ) 15 8 Total Cash Flows from Financing Activities 225 ( 333 ) 575 Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash ( 39 ) 10 ( 35 ) Net Change in Cash, Cash Equivalents and Restricted Cash ( 121 ) ( 326 ) 147 Cash, Cash Equivalents and Restricted Cash at Beginning of the Period 985 1,311 1,164 Cash, Cash Equivalents and Restricted Cash at End of the Period $ 864 $ 985 $ 1,311 The accompanying notes are an integral part of these consolidated financial statements. 66 Table of Contents THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1.
Removed
Accounting Policies A summary of the significant accounting policies used in the preparation of the accompanying consolidated financial statements follows: Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States.
Removed
Preparation of the consolidated financial statements requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements and notes. Actual results could differ from these estimates. Recently Adopted Accounting Standards Effective January 2024, we adopted an Accounting Standards Update ("ASU") to improve disclosures required for reportable segments, specifically related to significant segment expenses.
Removed
The adoption of this standards update did not impact our consolidated financial statements as it only provides for enhanced disclosures. Refer to Note to the Consolidated Financial Statements No. 8, Business Segments. Recently Issued Accounting Standards On December 14, 2023, the Financial Accounting Standards Board ("FASB") issued a final ASU to improve income tax disclosures.
Removed
The new standard requires enhanced disclosures primarily related to existing rate reconciliation and income taxes paid information and improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and requiring income taxes paid to be disaggregated by jurisdiction.
Removed
It also includes certain amendments to improve the effectiveness of income tax disclosures. The standards update is effective for annual periods beginning after December 15, 2024. We are currently assessing the impact of this standards update on our disclosures in the notes to the consolidated financial statements.
Removed
On November 4, 2024, the FASB issued a final ASU to require disaggregated disclosure of income statement expenses. This new standard requires certain expense categories, including selling expenses, to be disaggregated in the notes to the consolidated financial statements.
Removed
The standards update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are currently assessing the impact of this standards update on our disclosures in the notes to the consolidated financial statements.
Removed
Acquisitions We include the results of operations of the businesses in which we acquire a controlling financial interest in our consolidated financial statements beginning as of the acquisition date. On the acquisition date, we recognize, separate from goodwill, the assets acquired, including separately identifiable intangible assets, and the liabilities assumed at their fair values.
Removed
The excess of the consideration transferred over the fair values assigned to the net identifiable assets and liabilities of the acquired business is recognized as goodwill. Transaction costs are recognized separately from the acquisition and are expensed as incurred.
Removed
Principles of Consolidation The consolidated financial statements include the accounts of all legal entities in which we hold a controlling financial interest. A controlling financial interest generally arises from our ownership of a majority of the voting shares of our subsidiaries.
Removed
We would also hold a controlling financial interest in variable interest entities if we are considered to be the primary beneficiary. Investments in companies in which we do not own a majority interest and we have the ability to exercise significant influence over operating and financial policies are accounted for using the equity method.
Removed
Investments in other companies are carried at cost. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes to the consolidated financial statements.
Removed
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.
Removed
Changes in facts and circumstances may alter such estimates and affect results of operations and financial position in future periods. Revenue Recognition and Accounts Receivable Valuation Sales are recognized when obligations under the terms of a contract are satisfied and control is transferred.
Removed
This generally occurs with shipment or delivery, depending on the terms of the underlying contract, or when services have been rendered. Sales are measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services.
Removed
The amount of consideration we receive and sales we recognize can vary due to changes in sales incentives, rebates, rights of return or other items we offer our customers, for which we estimate the expected amounts based on an analysis of historical experience, or as the most likely amount in a range of possible outcomes.
Removed
Payment terms with customers vary by region and customer, but are generally 30 - 90 days or at the point of sale for our consumer retail locations. Net sales exclude sales, value added and other taxes. Costs to obtain contracts are generally expensed as incurred due to the short term nature of individual contracts.
Removed
Incidental items that are immaterial in the context of the contract are recognized as expense as incurred. We have elected to recognize the costs incurred for transportation of products to customers as a component of Cost of Goods Sold ("CGS").
Removed
Appropriate provisions are made for uncollectible accounts based on historical loss experience, portfolio duration, economic conditions and credit risk, considering both expected future losses as well as current incurred losses. The adequacy of the allowances are assessed quarterly. Research and Development Costs Research and development costs include, among other things, materials, equipment, compensation and contract services.
Removed
These costs are expensed as incurred and included as a component of CGS. Research and development expenditures were $ 426 m illion , $ 461 million and $ 501 million in 2024, 2023 and 2022, respectively.
Removed
Warranty Warranties are provided on the sale of certain of our products and services and an accrual for estimated future claims is recorded at the time revenue is recognized. Tire replacement under most of the warranties we offer is on a prorated basis. Warranty reserves are based on past claims experience, sales history and other considerations.
Removed
Refer to Note to the Consolidated Financial Statements No. 19, Commitments and Contingent Liabilities. Environmental Cleanup Matters We expense environmental costs related to existing conditions resulting from past or current operations and from which no current or future benefit is discernible. Expenditures that extend the life of the related property or mitigate or prevent future environmental contamination are capitalized.
Removed
We determine our liability on a site by site basis and record a liability at the time when it is probable and can be reasonably estimated.
Removed
Our estimated liability is reduced to reflect the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective share of the relevant costs. Our estimated liability is not discounted or reduced for possible recoveries from insurance carriers.
Removed
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.
Removed
Advertising Costs Costs incurred for producing and communicating advertising are generally expensed when incurred as a component of Selling, Administrative and General Expense ("SAG"). Costs incurred under our cooperative advertising programs with dealers and franchisees are generally recorded as reductions of sales as related revenues are recognized.
Removed
Advertising costs, including costs for our cooperative advertising programs with dealers and franchisees, were $ 327 mill ion, $ 364 million and $ 375 million in 2024, 2023 and 2022, respectively. 68 Table of Contents Rationalizations We record costs for rationalization actions implemented to reduce excess and high-cost manufacturing capacity and operating and administrative costs.

… 474 more changes not shown on this page.

Other GT 10-K year-over-year comparisons