Goodyear Tire & Rubber Co 10-Q for FY2026 Q3
Goodyear Tire & Rubber Co (GT)
10-Q
2026-11-05
For: 2026-09-30
View Original
Added on
November 05, 2026
About this 10-Q
Goodyear Tire & Rubber Co filed this 10-Q on November 5, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.54B
- down 2.3% from $4.65B a year earlier
- Net loss
- $238M
- compared with a net loss of $2.2B a year earlier
- Diluted EPS
- -$0.82
- compared with -$7.62 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2026
Commission File Number: 1-1927
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(330 ) 796-2121
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Number of Shares of Common Stock, Without Par Value, Outstanding at October 31, 2026: | ||||||||
TABLE OF CONTENTS
| EX-101.INS INSTANCE DOCUMENT | |||||
| EX-101.SCH SCHEMA DOCUMENT | |||||
| EX-104 | |||||
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions, except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Net Sales (Note 2) | $ | $ | $ | $ | |||||||||||||||||||
| Cost of Goods Sold | |||||||||||||||||||||||
| Selling, Administrative and General Expense | |||||||||||||||||||||||
Goodwill Impairment (Note 1) | |||||||||||||||||||||||
Rationalizations (Note 3) | |||||||||||||||||||||||
Interest Expense | |||||||||||||||||||||||
Other (Income) Expense (Note 4) | |||||||||||||||||||||||
| Net (Gain) Loss on Asset Sales | ( | ( | ( | ||||||||||||||||||||
| Income (Loss) before Income Taxes | ( | ( | ( | ( | |||||||||||||||||||
United States and Foreign Tax Expense (Note 5) | |||||||||||||||||||||||
| Net Income (Loss) | ( | ( | ( | ( | |||||||||||||||||||
| Less: Minority Shareholders’ Net Income (Loss) | ( | ( | ( | ||||||||||||||||||||
| Goodyear Net Income (Loss) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Goodyear Net Income (Loss) — Per Share of Common Stock | |||||||||||||||||||||||
| Basic | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Weighted Average Shares Outstanding (Note 6) | |||||||||||||||||||||||
| Diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Weighted Average Shares Outstanding (Note 6) | |||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
1
THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net Income (Loss) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other Comprehensive Income (Loss): | |||||||||||||||||||||||
| Foreign currency: | |||||||||||||||||||||||
Foreign currency translation, net of tax of $ | ( | ( | |||||||||||||||||||||
Reclassification adjustment for amounts recognized in income, net of tax of $ | |||||||||||||||||||||||
| Defined benefit plans: | |||||||||||||||||||||||
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $ | |||||||||||||||||||||||
Change in net actuarial gains and losses, net of tax of $ | ( | ( | |||||||||||||||||||||
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures, net of tax of $ | |||||||||||||||||||||||
Other Comprehensive Income (Loss) | |||||||||||||||||||||||
| Comprehensive Income (Loss) | ( | ( | ( | ( | |||||||||||||||||||
| Less: Comprehensive Income (Loss) Attributable to Minority Shareholders | ( | ( | ( | ||||||||||||||||||||
| Goodyear Comprehensive Income (Loss) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2
THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (In millions, except share data) | September 30, 2026 | December 31, 2025 | |||||||||
| Assets: | |||||||||||
| Current Assets: | |||||||||||
| Cash and Cash Equivalents | $ | $ | |||||||||
Accounts Receivable, less Allowance — $ | |||||||||||
| Inventories: | |||||||||||
| Raw Materials | |||||||||||
| Work in Process | |||||||||||
| Finished Products | |||||||||||
| Assets Held for Sale | |||||||||||
| Prepaid Expenses and Other Current Assets | |||||||||||
| Total Current Assets | |||||||||||
| Goodwill | |||||||||||
| Intangible Assets | |||||||||||
Deferred Income Taxes (Note 5) | |||||||||||
| Other Assets | |||||||||||
| Operating Lease Right-of-Use Assets | |||||||||||
Property, Plant and Equipment, less Accumulated Depreciation — $ | |||||||||||
| Total Assets | $ | $ | |||||||||
| Liabilities: | |||||||||||
| Current Liabilities: | |||||||||||
| Accounts Payable — Trade | $ | $ | |||||||||
Compensation and Benefits (Notes 10 and 11) | |||||||||||
| Other Current Liabilities | |||||||||||
Notes Payable and Overdrafts (Note 8) | |||||||||||
| Operating Lease Liabilities due Within One Year | |||||||||||
Long Term Debt and Finance Leases due Within One Year (Note 8) | |||||||||||
| Total Current Liabilities | |||||||||||
| Operating Lease Liabilities | |||||||||||
Long Term Debt and Finance Leases (Note 8) | |||||||||||
Compensation and Benefits (Notes 10 and 11) | |||||||||||
Deferred Income Taxes (Note 5) | |||||||||||
| Other Long Term Liabilities | |||||||||||
| Total Liabilities | |||||||||||
Commitments and Contingent Liabilities (Note 12) | |||||||||||
| Shareholders’ Equity: | |||||||||||
| Goodyear Shareholders’ Equity: | |||||||||||
Common Stock, no par value: | |||||||||||
Authorized, | |||||||||||
| Capital Surplus | |||||||||||
| Retained Earnings | |||||||||||
Accumulated Other Comprehensive Loss (Note 14) | ( | ( | |||||||||
| Goodyear Shareholders’ Equity | |||||||||||
| Minority Shareholders’ Equity — Nonredeemable | |||||||||||
| Total Shareholders’ Equity | |||||||||||
| Total Liabilities and Shareholders’ Equity | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
| Common Stock | Capital Surplus | Retained Earnings | Accumulated Other Comprehensive Loss | Goodyear Shareholders' Equity | Minority Shareholders' Equity — Non- Redeemable | Total Shareholders' Equity | |||||||||||||||||||||||||||||||||||||||||
| (In millions, except share data) | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
(after deducting | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net income (loss) | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Total Comprehensive Income (Loss) | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation plans | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued from treasury | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
(after deducting | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net income (loss) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||||||||||||||||||||||||||||||
| Total Comprehensive Income (Loss) | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation plans | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued from treasury | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
(after deducting | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
There were no
The accompanying notes are an integral part of these consolidated financial statements.
4
THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
| Common Stock | Capital Surplus | Retained Earnings | Accumulated Other Comprehensive Loss | Goodyear Shareholders' Equity | Minority Shareholders' Equity — Non- Redeemable | Total Shareholders' Equity | |||||||||||||||||||||||||||||||||||||||||
| (In millions, except share data) | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
(after deducting | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net income (loss) | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||||||||||||||||||||||||||||||
| Total Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation plans | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued from treasury | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
(after deducting | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net income (loss) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Total Comprehensive Income (Loss) | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation plans | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued from treasury | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
(after deducting | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
There were no
The accompanying notes are an integral part of these consolidated financial statements.
5
THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Cash Flows from Operating Activities: | |||||||||||
| Net Income (Loss) | $ | ( | $ | ( | |||||||
| Adjustments to Reconcile Net Income (Loss) to Cash Flows from Operating Activities: | |||||||||||
| Depreciation and Amortization | |||||||||||
| Amortization and Write-Off of Debt Issuance Costs | |||||||||||
Goodwill Impairment (Note 1) | |||||||||||
Provision for Deferred Income Taxes (Note 5) | ( | ||||||||||
| Net Pension Curtailments and Settlements | |||||||||||
Net Rationalization Charges (Note 3) | |||||||||||
| Rationalization Payments | ( | ( | |||||||||
| Net (Gain) Loss on Asset Sales | ( | ( | |||||||||
| Operating Lease Expense | |||||||||||
| Operating Lease Payments | ( | ( | |||||||||
| Pension Contributions and Direct Payments | ( | ( | |||||||||
| Changes in Operating Assets and Liabilities, Net of Asset Acquisitions and Dispositions: | |||||||||||
| Accounts Receivable | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Accounts Payable — Trade | ( | ( | |||||||||
| Compensation and Benefits | |||||||||||
| Other Current Liabilities | ( | ||||||||||
| Other Assets and Liabilities | ( | ||||||||||
| Total Cash Flows from Operating Activities | ( | ( | |||||||||
| Cash Flows from Investing Activities: | |||||||||||
| Capital Expenditures | ( | ( | |||||||||
| Asset Dispositions | |||||||||||
| Other Transactions | ( | ||||||||||
| Total Cash Flows from Investing Activities | ( | ||||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Short Term Debt and Overdrafts Incurred | |||||||||||
| Short Term Debt and Overdrafts Paid | ( | ( | |||||||||
| Long Term Debt Incurred | |||||||||||
| Long Term Debt Paid | ( | ( | |||||||||
| Other Transactions | ( | ( | |||||||||
| Total Cash Flows from Financing Activities | |||||||||||
| Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash | ( | ||||||||||
| Net Change in Cash, Cash Equivalents and Restricted Cash | ( | ||||||||||
| Cash, Cash Equivalents and Restricted Cash at Beginning of the Period | |||||||||||
| Cash, Cash Equivalents and Restricted Cash at End of the Period | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared by The Goodyear Tire & Rubber Company (the “Company,” “Goodyear,” “we,” “us” or “our”) in accordance with Securities and Exchange Commission (“SEC”) rules and regulations and generally accepted accounting principles in the United States of America ("U.S. GAAP") and in the opinion of management contain all adjustments (including normal recurring adjustments) necessary to fairly state the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”).
Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2026.
Recently Issued Accounting Standards
On November 4, 2024, the Financial Accounting Standards Board ("FASB") issued a final Accounting Standards Update ("ASU") to require disaggregated disclosure of income statement expenses. This new standard requires certain expense categories, including selling expenses, to be disaggregated in the notes to the consolidated financial statements. The standards update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are currently assessing the impact of this standards update on our disclosures in the notes to the consolidated financial statements.
On September 18, 2025, the FASB issued a final ASU to modernize the accounting for internal-use software. This update replaces the previous stage-based capitalization model with a principles-based approach, allowing capitalization of software development costs once management has authorized and committed funding and it is probable the project will be completed and perform its intended function. The ASU also consolidates guidance for website development under the internal-use software framework and expands applicability to cloud-based and agile development methods. The standards update is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The adoption of this standards update will not have a material impact on our consolidated financial statements.
Goodwill and Intangible Assets
Goodwill and indefinite-lived intangible assets are tested for impairment annually or more frequently if an indicator of impairment is present. Intangible assets with finite lives are amortized over their useful lives and are reviewed for impairment whenever events or circumstances warrant such review. Goodwill and intangible assets are written down to fair value if considered impaired. Goodwill and Intangible Assets totaled $44 million and $640 million, respectively, at September 30, 2026, compared to $42 million and $663 million, respectively, at December 31, 2025. All goodwill was associated with the reporting unit in our Asia Pacific segment at September 30, 2026 and December 31, 2025.
In the third quarter of 2026, macroeconomic and geopolitical events continued to have an adverse impact on our results and contributed to the decline in our replacement volume. We considered the impact on the fair value of our goodwill reporting unit and our indefinite-lived intangible assets. During this review, we considered the nature and extent of current market conditions, forecasts for reporting units and individual brands, as well as the quantitative analysis performed during our annual 2025 impairment test and the interim quantitative assessment performed in the second quarter of 2026. Based on our review of external and internal factors compared to our latest quantitative assessment, we determined it was not more likely than not that the fair value of our goodwill or indefinite-lived intangible assets is less than the respective carrying value, and thus, a triggering event had not occurred which would require an interim impairment test to be performed. We will continue to monitor our results and market conditions to determine if a future analysis would be required.
During the third quarter of 2025, we recorded a non-cash impairment charge of $674 million to fully impair our North America reporting unit's goodwill in our Americas segment.
Tariff Refunds
The International Emergency Economic Powers Act ("IEEPA") was used by President Trump to impose tariffs on imports. On December 10, 2025, we filed a lawsuit in the U.S. Court of International Trade challenging the IEPPA tariffs. On February 20, 2026, the U.S. Supreme Court ruled that IEEPA does not authorize the President to impose tariffs. The Court of International
7
Trade has ordered U.S. Customs and Border Protection ("CBP") to begin refunding tariffs imposed under IEEPA. On April 20, 2026, we submitted our claim for a refund of the IEEPA tariffs through the CBP portal established to process such claims.
We applied the loss recovery model and determined that the receipt of the refund of the previously paid IEEPA tariffs is probable. In the first quarter of 2026, we estimated the amount of the probable refund to be $60 million, of which $46 million was recognized as a reduction to cost of goods sold, $12 million was applied as a reduction to tariffs that remained in inventory, and $2 million was accrued as an other liability associated with contractual terms. We received IEEPA tariff refunds of $42 million in the second quarter of 2026, with the remaining refund amounts received in the third quarter of 2026.
Principles of Consolidation
The consolidated financial statements include the accounts of all legal entities in which we hold a controlling financial interest. A controlling financial interest generally arises from our ownership of a majority of the voting shares of our subsidiaries. We would also hold a controlling financial interest in variable interest entities if we are considered to be the primary beneficiary. Investments in companies in which we do not own a majority interest and we have the ability to exercise significant influence over operating and financial policies are accounted for using the equity method. Investments in other companies are primarily carried at cost. All intercompany balances and transactions have been eliminated in consolidation.
Restricted Cash
The following table provides a reconciliation of Cash, Cash Equivalents and Restricted Cash as reported within the Consolidated Statements of Cash Flows:
| September 30, | |||||||||||||||||
| (In millions) | 2026 | 2025 | |||||||||||||||
| Cash and Cash Equivalents | $ | $ | |||||||||||||||
| Restricted Cash | |||||||||||||||||
| Total Cash, Cash Equivalents and Restricted Cash | $ | $ | |||||||||||||||
Restricted Cash at both September 30, 2026 and 2025, primarily represents amounts required to be set aside for accounts receivable factoring programs. The restrictions lapse when cash from factored accounts receivable is remitted to the purchaser of those receivables. Restricted cash at September 30, 2025, also includes amounts collected in connection with ongoing agreements related to the sale of our off-the-road ("OTR") tire business. At both September 30, 2026 and 2025, restricted cash was recorded in Prepaid Expenses and Other Current Assets in the Consolidated Balance Sheets.
Reclassifications and Adjustments
Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation.
8
NOTE 2. NET SALES
The following tables show disaggregated net sales from contracts with customers by major source:
| Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| (In millions) | Americas | Europe, Middle East and Africa | Asia Pacific | Total | ||||||||||||||||||||||
| Tire unit sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Other tire and related sales | ||||||||||||||||||||||||||
| Retail services and service related sales | ||||||||||||||||||||||||||
| Chemical sales | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Net Sales by reportable segment | $ | $ | $ | $ | ||||||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| (In millions) | Americas | Europe, Middle East and Africa | Asia Pacific | Total | ||||||||||||||||||||||
| Tire unit sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Other tire and related sales | ||||||||||||||||||||||||||
| Retail services and service related sales | ||||||||||||||||||||||||||
| Chemical sales | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Net Sales by reportable segment | $ | $ | $ | $ | ||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| (In millions) | Americas | Europe, Middle East and Africa | Asia Pacific | Total | ||||||||||||||||||||||
| Tire unit sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Other tire and related sales | ||||||||||||||||||||||||||
| Retail services and service related sales | ||||||||||||||||||||||||||
| Chemical sales | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Net Sales by reportable segment | $ | $ | $ | $ | ||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| (In millions) | Americas | Europe, Middle East and Africa | Asia Pacific | Total | ||||||||||||||||||||||
| Tire unit sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Other tire and related sales | ||||||||||||||||||||||||||
| Retail services and service related sales | ||||||||||||||||||||||||||
| Chemical sales | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Net Sales by reportable segment | $ | $ | $ | $ | ||||||||||||||||||||||
Tire unit sales consist of consumer, commercial, farm and OTR tire sales, including the sale of new Company-branded tires through Company-owned retail channels. OTR tire sales primarily consist of tires sold to The Yokohama Rubber Company, Limited (“Yokohama”), pursuant to the product supply agreement related to the sale of our OTR tire business. Other tire and related sales consist of aviation, race and motorcycle tire sales, retread sales and other tire related sales. Sales of tires in this category are not included in reported tire unit information. Retail services and service related sales consist of automotive services performed for customers through our Company-owned retail channels, and includes service related products. Chemical sales relate to the sale of synthetic rubber and other chemicals to third parties, and exclude intercompany sales. Other sales include items such as franchise fees and ancillary tire parts.
9
When we receive consideration from a customer prior to transferring goods or services under the terms of a sales contract, we record deferred revenue, which represents a contract liability. Deferred revenue included in Other Current Liabilities in the Consolidated Balance Sheets totaled $33 million and $34 million at September 30, 2026 and December 31, 2025, respectively. Deferred revenue included in Other Long Term Liabilities in the Consolidated Balance Sheets totaled $59 million and $76 million at September 30, 2026 and December 31, 2025, respectively. We recognize deferred revenue after we have transferred control of the goods or services to the customer and all revenue recognition criteria are met. Revenue deferred at September 30, 2026 primarily relates to the product supply agreement we entered into with Yokohama in connection with the sale of our OTR tire business.
The following table presents the balance of deferred revenue related to contracts with customers, and changes during the nine months ended September 30, 2026:
| (In millions) | |||||||||||
| Balance at December 31, 2025 | $ | ||||||||||
| Revenue deferred during period | |||||||||||
| Revenue recognized during period | ( | ||||||||||
| Impact of foreign currency translation | |||||||||||
| Balance at September 30, 2026 | $ | ||||||||||
NOTE 3. COSTS ASSOCIATED WITH RATIONALIZATION PROGRAMS
In order to improve our global competitiveness, we have implemented, and are implementing, rationalization actions to reduce high-cost and excess manufacturing capacity and operating and administrative costs.
The following table presents a roll-forward of the liability balance between periods:
| (In millions) | Associate- Related Costs | Other Costs | Total | |||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | |||||||||||||||||
2026 Charges(1) | ||||||||||||||||||||
Incurred, net of foreign currency translation of ($ | ( | ( | ( | |||||||||||||||||
| Reversed to the Statement of Operations | ( | ( | ||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | |||||||||||||||||
(1)Charges of $ | ||||||||||||||||||||
During the third quarter of 2026, we approved a plan to reduce manufacturing expenses globally. The plan includes approximately 300 net job reductions. We expect these actions to be substantially complete by the end of 2027. Total pre-tax charges are expected to be approximately $30 million, of which approximately $15 million is expected to be cash charges for associate-related and other exit costs, and the remaining costs are expected to be asset-related charges. We have accrued approximately $16 million for this plan at September 30, 2026.
During the third quarter of 2026, we approved a plan to close our chemical manufacturing facilities in Niagara Falls, New York (“Niagara Falls”) and Bayport, Texas (“Bayport”). The plan includes approximately 85 job reductions. We expect these actions to be substantially complete by the end of 2027. Total pre-tax charges are expected to be between $55 million to $75 million, of which approximately $30 million is expected to be cash charges primarily for plant decommissioning and associate-related and other exit costs, and the remaining costs are expected to be non-cash charges primarily for accelerated depreciation and other asset-related charges. We have accrued approximately $5 million for this plan at September 30, 2026.
During the third quarter of 2026, we approved a plan to permanently close our Fayetteville, North Carolina tire manufacturing facility ("Fayetteville"). The plan includes approximately 1,750 job reductions. We expect to substantially complete this rationalization plan by the end of 2027 and estimate the total pre-tax charges associated with this action to be between $535 million and $565 million, of which $190 million to $210 million are expected to be cash charges primarily for associate-related and other exit costs, and the remaining costs are expected to be non-cash charges primarily for accelerated depreciation and other asset-related charges ($290 million to $310 million) and pension special termination benefits ($40 million to $50 million). We have accrued approximately $109 million for this plan at September 30, 2026.
During the second quarter of 2026, we approved a plan to reduce headcount globally. The plan includes approximately 200 net headcount reductions. Total pre-tax charges are expected to be primarily cash charges of approximately $20 18 million for this plan at September 30, 2026.
10
During the first quarter of 2026, we approved a rationalization plan in Europe, Middle East and Africa ("EMEA") to improve its cost structure as part of actions we expect to take in order to streamline its sales and distribution model and simplify business processes. The plan includes approximately 400 net headcount reductions. In certain countries, relevant portions of the rationalization plan remain subject to consultation with employee representative bodies. Total pre-tax charges are expected to be primarily cash charges between $100 million and $110 million, of which $75 million to $85 million are for associate-related and other exit costs. We expect these actions to be substantially complete in 2028. We have accrued approximately $67 million for this plan at September 30, 2026.
During the first quarter of 2026, we approved a plan to reduce Selling, Administrative and General Expense ("SAG") headcount globally. The plan includes approximately 100 net headcount reductions. The total pre-tax charges associated with these actions are expected to be approximately $10 million, primarily for associate-related and other exit costs. We have accrued approximately $4 million for this plan at September 30, 2026.
During the first quarter of 2026, we approved a plan in Americas to consolidate mold operations and close the Tall Timbers mold plant in Findlay, Ohio ("Tall Timbers"). The plan includes approximately 100 net headcount reductions. The total pre-tax charges associated with these actions are expected to be approximately $15 million, primarily for associate-related and other exit costs. We have accrued approximately $1 million for this plan at September 30, 2026.
The remainder of the accrual balance at September 30, 2026 primarily includes $60 million related to the closures of our Fulda, Germany ("Fulda") and our Fürstenwalde, Germany ("Fürstenwalde") tire manufacturing facilities and $11 million related to a rationalization and workforce reorganization plan in EMEA.
At September 30, 2026 and December 31, 2025, $193 million and $131 million were recorded in Other Current Liabilities in the Consolidated Balance Sheets, respectively.
The following table shows net rationalization charges included in Income (Loss) before Income Taxes:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Current Year Plans | ||||||||||||||||||||||||||
| Associate Severance and Other Related Costs | $ | $ | $ | $ | ||||||||||||||||||||||
| Benefit Plan Curtailments/Settlements/Termination Benefits | ||||||||||||||||||||||||||
| Other Exit Costs | ||||||||||||||||||||||||||
| Current Year Plans - Net Charges | $ | $ | $ | $ | ||||||||||||||||||||||
| Prior Year Plans | ||||||||||||||||||||||||||
| Associate Severance and Other Related Costs | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||
| Other Exit Costs | ||||||||||||||||||||||||||
| Prior Year Plans - Net Charges | $ | $ | $ | $ | ||||||||||||||||||||||
| Total Net Charges | $ | $ | $ | $ | ||||||||||||||||||||||
| Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs, net | $ | $ | $ | $ | ||||||||||||||||||||||
Substantially all of the new charges for the three and nine months ended September 30, 2026 and 2025 relate to future cash outflows. Net current year plan charges for the three and nine months ended September 30, 2026 primarily relate to plans approved during the first, second and third quarters of 2026 described above and also include a $7 million termination benefits charge for one of our defined benefit pension plans related to headcount reductions at Fayetteville. Net current year plan charges for the three months ended September 30, 2025 primarily relate to the elimination of commercial tire production at our Danville, Virginia tire manufacturing facility ("Danville") and the closure of our Kariega, South Africa tire manufacturing facility ("Kariega"). Net current year plan charges for the nine months ended September 30, 2025 also include a $4 million termination benefits charge for one of our defined benefit pension plans related to headcount reductions at Danville.
Net prior year plan charges for both the three and nine months ended September 30, 2026 and 2025 primarily relate to the closures of Fulda and Fürstenwalde.
Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs for both the three and nine months ended September 30, 2026 primarily relate to the announced closures of Niagara Falls, Bayport, Fayetteville, Tall Timbers, Fulda and Fürstenwalde.
11
Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs for both the three and nine months ended September 30, 2025 primarily relate to the closures of Fulda and Fürstenwalde, the elimination of commercial tire production at Danville, and the closure of Kariega.
Ongoing rationalization plans had approximately $950 million in charges incurred prior to 2026 and have approximately $200 million in expected charges to be incurred in future periods.
Approximately 2,950 associates will be released under plans initiated in 2026, of which approximately 450 were released through September 30, 2026. In the first nine months of 2026, approximately 550 associates were released under plans initiated in prior years. Approximately 2,950 associates remain to be released under all ongoing rationalization plans.
NOTE 4. OTHER (INCOME) EXPENSE
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
Non-service related pension and other postretirement benefits | $ | $ | $ | $ | ||||||||||||||||||||||
Financing fees and financial instruments expense | ||||||||||||||||||||||||||
| Net foreign currency exchange (gains) losses | ||||||||||||||||||||||||||
Interest (income) | ( | ( | ( | ( | ||||||||||||||||||||||
General and product liability expense - discontinued products | ||||||||||||||||||||||||||
Royalty and other (income) | ( | ( | ( | ( | ||||||||||||||||||||||
Miscellaneous (income) expense | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
Non-service related pension and other postretirement benefits cost consists primarily of the interest cost, expected return on plan assets and amortization components of net periodic cost, as well as curtailments and settlements which are not related to rationalization plans. Pension expense for the three and nine months ended September 30, 2025 includes pension settlement charges of $68 million and $72 million, respectively, resulting from total lump sum payments exceeding annual service and interest cost of the applicable plan. For further information, refer to Note to the Consolidated Financial Statements No. 10, Pension, Savings and Other Postretirement Benefit Plans.
Royalty and other income for the three and nine months ended September 30, 2026 includes $12 million and $41 million, respectively, related to royalty income from the OTR license agreement and transition services income related to the sales of the OTR tire business, the Dunlop brand and the chemical business. Royalty and other income for the three and nine months ended September 30, 2025 includes $13 million and $26 million, respectively, related to royalty income from the OTR license agreement and transition services income related to the sales of the OTR tire business and the Dunlop brand.
Other (Income) Expense also includes financing fees and financial instruments expense, which consists of commitment fees and charges incurred in connection with financing transactions; net foreign currency exchange (gains) losses, primarily related to the euro and Turkish lira; interest (income); general and product liability expense - discontinued products, which consists of charges for claims against us related primarily to asbestos personal injury claims, net of probable insurance recoveries; and miscellaneous (income) expense.
NOTE 5. INCOME TAXES
For the third quarter of 2026, we recorded income tax expense of $28 million on loss before income taxes of $211 million. For the first nine months of 2026, we recorded income tax expense of $140 million on loss before income taxes of $552 million. Income tax expense for the three months ended September 30, 2026 includes net discrete tax benefits of $7 million. Income tax expense for the nine months ended September 30, 2026 includes net discrete tax expense of $19 million and is primarily related to an expected settlement of a prior year tax matter in one of our foreign locations.
For the third quarter of 2025, we recorded income tax expense of $1,464 million on loss before income taxes of $733 million. For the first nine months of 2025, we recorded income tax expense of $1,501 million on loss before income taxes of $297 million. Income tax expense for the three and nine months ended September 30, 2025 includes net discrete tax expense of $1,450 million and $1,446 million, respectively. Discrete tax expense for both periods was primarily related to the establishment of a full valuation allowance on our net deferred tax assets in the U.S.
We record taxes based on overall estimated annual effective tax rates. The difference between our effective tax rate and the U.S. statutory rate of 21
12
effective tax rate and the U.S. statutory rate of 21 1.4
We consider both positive and negative evidence when measuring the need for a valuation allowance. The weight given to the evidence is commensurate with the extent to which it may be objectively verified. Current and cumulative financial reporting results are a source of objectively verifiable information. We give operating results during the most recent three-year period a significant weight in our analysis. We perform scheduling exercises to determine if sufficient taxable income of the appropriate character exists in the periods required in order to realize our deferred tax assets with limited lives (such as tax loss carryforwards and tax credits) prior to their expiration. We also consider prudent tax planning strategies (including an assessment of their feasibility) to accelerate taxable income if required to utilize expiring deferred tax assets. A valuation allowance is not required to the extent that, in our judgment, positive evidence exists with a magnitude and duration sufficient to result in a conclusion that it is more likely than not that our deferred tax assets will be realized.
At September 30, 2026 and December 31, 2025, we had approximately $1.6 billion and $1.4 billion, respectively, of U.S. federal, state and local net deferred tax assets and related valuation allowances totaling $1.6 billion and $1.4 billion, respectively. At September 30, 2026 and December 31, 2025, we also had foreign net deferred tax assets of approximately $1.6 billion and $1.5 billion, respectively, and related valuation allowances of approximately $1.3 1.1
The Organisation for Economic Co-operation and Development ("OECD") have published the Pillar Two model rules which adopt a global corporate minimum tax of 15% for multinational enterprises with average revenue in excess of €750 million. Certain jurisdictions in which we operate enacted legislation consistent with one or more of the OECD Pillar Two model rules effective in 2024. The model rules include minimum domestic top-up taxes, income inclusion rules, and undertaxed profit rules all aimed to ensure that multinational corporations pay a minimum effective corporate tax rate of 15% in each jurisdiction in which they operate. We do not expect the Pillar Two model rules to materially impact our annual effective tax rate in 2026. However, we are continuing to evaluate the Pillar Two model rules and related developments, including the side-by-side safe harbor package for U.S.-based multinationals, and their potential impact on future periods.
Following an audit by the Internal Revenue Service ("IRS"), we received a Notice of Proposed Adjustment ("NOPA") during the second quarter of 2025 related to an intercompany sale of certain intellectual property in 2021. The IRS proposed to disallow income recognition totaling $1.5 billion associated with this transaction. The federal tax charge related to that income recognition was fully offset by the utilization of $315 million of then-existing deferred tax assets, including tax loss carryforwards and foreign tax credits.
We challenged the proposed adjustment through the established IRS administrative procedures and engaged in settlement discussions with the IRS. On July 29, 2026, we entered into a closing agreement with the IRS resolving all federal income tax consequences related to the 2021 transaction (the "IRS settlement"). As a result of the IRS settlement, in the third quarter of 2026, we wrote-off approximately $45 million of our deferred tax assets that were previously utilized to offset the related federal and state taxes. However, since our U.S. deferred tax assets are in a full valuation allowance, the write-off of those deferred tax assets did not have a material impact on our operating results or cash flow.
We are open to examination in the United States from 2021 onward and in Germany from 2019 onward. Generally, for our remaining tax jurisdictions, years from 2021 onward are still open to examination.
13
NOTE 6. EARNINGS PER SHARE
Basic earnings per share are computed based on the weighted average number of common shares outstanding. Diluted earnings per share are calculated to reflect the potential dilution that could occur if securities or other contracts were exercised or converted into common stock.
Basic and diluted earnings per common share are calculated as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions, except per share amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
Loss per share — basic: | ||||||||||||||||||||||||||
| Goodyear net income (loss) | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Weighted average shares outstanding | ||||||||||||||||||||||||||
Loss per common share — basic | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
Loss per share — diluted: | ||||||||||||||||||||||||||
| Goodyear net income (loss) | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Weighted average shares outstanding | ||||||||||||||||||||||||||
| Dilutive effect of stock options and other dilutive securities | ||||||||||||||||||||||||||
| Weighted average shares outstanding — diluted | ||||||||||||||||||||||||||
Loss per common share — diluted | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
Weighted average shares outstanding — diluted for both the three and nine months ended September 30, 2026 excludes approximately 2 3 million equivalent shares, related to options with exercise prices greater than the average market price of our common shares (i.e., "underwater" options). Additionally, weighted average shares outstanding — diluted for both the three and nine months ended September 30, 2026 excludes the dilutive effect of approximately 1 million equivalent shares, and for both the three and nine months ended September 30, 2025 excludes the dilutive effect of approximately 2 million equivalent shares, related to unvested restricted stock units, as their inclusion would have been anti-dilutive due to the Goodyear net loss.
NOTE 7. BUSINESS SEGMENTS
Segment information reflects our strategic business units (“SBUs”), which are organized to meet customer requirements and global competition. For the three and nine months ended September 30, 2026, we operated our business through operating segments representing our regional tire businesses: Americas; EMEA; and Asia Pacific. Segment information is reported on the basis used for reporting to our Chief Executive Officer. Each of the SBUs is involved in the development, manufacture, distribution and sale of tires. Certain of the SBUs also provide related products and services, which include retreads and automotive and commercial truck maintenance and repair services.
Results of operations are measured based on net sales to unaffiliated customers and segment operating income. Each segment exports tires to other segments. The financial results of each segment exclude sales of tires exported to other segments, but include operating income derived from such transactions. Segment operating income is computed as follows: Net sales less Cost of Goods Sold ("CGS") (excluding asset write-offs and accelerated depreciation charges) and SAG (including certain allocated corporate administrative expenses). Segment operating income also includes certain royalties and equity in earnings of most affiliates. Segment operating income does not include net rationalization charges, asset sales, goodwill and other asset impairment charges, and certain other items.
The chief operating decision maker ("CODM") is the Chief Executive Officer. The CODM uses segment operating income to allocate resources (including employees, property, and financial or capital resources) for each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a monthly basis for the profit measure when making decisions about allocating capital and personnel to the segments. The CODM also uses segment operating income for evaluating product pricing and to assess the performance for each segment by comparing the results and return on assets of each segment with one another.
The following tables present segment sales, significant segment expenses and segment operating income (loss), and the reconciliation of segment operating income (loss) to Income (Loss) before Income Taxes:
14
| Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| (In millions) | Americas | Europe, Middle East and Africa | Asia Pacific | Total | ||||||||||||||||||||||
| Net Sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Cost of Goods Sold | ||||||||||||||||||||||||||
| Selling, Administrative and General Expense | ||||||||||||||||||||||||||
Other (income) expense(1) | ( | ( | ( | ( | ||||||||||||||||||||||
| Segment Operating Income (Loss) | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
Rationalizations (Note 3) | ||||||||||||||||||||||||||
Interest expense | ||||||||||||||||||||||||||
Other (income) expense (Note 4) | ||||||||||||||||||||||||||
| Net (gains) losses on asset sales | ( | |||||||||||||||||||||||||
Asset write-offs, accelerated depreciation and accelerated lease costs, net (Note 3) | ||||||||||||||||||||||||||
| Corporate incentive compensation plans | ||||||||||||||||||||||||||
| Retained expenses of divested operations | ||||||||||||||||||||||||||
Other(2) | ||||||||||||||||||||||||||
Income (Loss) before Income Taxes | $ | ( | ||||||||||||||||||||||||
(1)Primarily represents OTR license agreement royalty income, in addition to transition services income related to the sales of the OTR tire business, the Dunlop brand and the chemical business. | ||||||||||||||||||||||||||
(2)Primarily represents unallocated corporate costs and the elimination of royalty and other income attributable to the SBUs. | ||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| (In millions) | Americas | Europe, Middle East and Africa | Asia Pacific | Total | ||||||||||||||||||||||
| Net Sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Cost of Goods Sold | ||||||||||||||||||||||||||
| Selling, Administrative and General Expense | ||||||||||||||||||||||||||
Other (income) expense(1) | ( | ( | ( | ( | ||||||||||||||||||||||
| Segment Operating Income (Loss) | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
Goodwill Impairment | ||||||||||||||||||||||||||
Rationalizations (Note 3) | ||||||||||||||||||||||||||
Interest expense | ||||||||||||||||||||||||||
Other (income) expense (Note 4) | ||||||||||||||||||||||||||
| Net (gains) losses on asset sales | ||||||||||||||||||||||||||
Asset write-offs, accelerated depreciation and accelerated lease costs, net (Note 3) | ||||||||||||||||||||||||||
| Corporate incentive compensation plans | ||||||||||||||||||||||||||
| Retained expenses of divested operations | ||||||||||||||||||||||||||
Other(2) | ||||||||||||||||||||||||||
| Income (Loss) before Income Taxes | $ | ( | ||||||||||||||||||||||||
(1)Primarily represents OTR transition license agreement royalty income, in addition to transition services income related to the sales of the OTR tire business and the Dunlop brand. | ||||||||||||||||||||||||||
(2)Primarily represents unallocated corporate costs and the elimination of royalty and other income attributable to the SBUs. | ||||||||||||||||||||||||||
15
Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| (In millions) | Americas | Europe, Middle East and Africa | Asia Pacific | Total | ||||||||||||||||||||||
| Net Sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Cost of Goods Sold | ||||||||||||||||||||||||||
| Selling, Administrative and General Expense | ||||||||||||||||||||||||||
Other (income) expense(1) | ( | ( | ( | ( | ||||||||||||||||||||||
Segment Operating Income (Loss) | $ | $ | ( | $ | $ | |||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
Rationalizations (Note 3) | ||||||||||||||||||||||||||
Interest expense | ||||||||||||||||||||||||||
Other (income) expense (Note 4) | ||||||||||||||||||||||||||
| Net (gains) losses on asset sales | ( | |||||||||||||||||||||||||
Asset write-offs, accelerated depreciation and accelerated lease costs, net (Note 3) | ||||||||||||||||||||||||||
| Corporate incentive compensation plans | ||||||||||||||||||||||||||
| Retained expenses of divested operations | ||||||||||||||||||||||||||
Other(2) | ||||||||||||||||||||||||||
| Income (Loss) before Income Taxes | $ | ( | ||||||||||||||||||||||||
(1)Primarily represents OTR license agreement royalty income, in addition to transition services income related to the sales of the OTR tire business, the Dunlop brand and the chemical business. | ||||||||||||||||||||||||||
(2)Primarily represents unallocated corporate costs and the elimination of royalty and other income attributable to the SBUs. | ||||||||||||||||||||||||||
Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| (In millions) | Americas | Europe, Middle East and Africa | Asia Pacific | Total | ||||||||||||||||||||||
| Net Sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Cost of Goods Sold | ||||||||||||||||||||||||||
| Selling, Administrative and General Expense | ||||||||||||||||||||||||||
Other (income) expense(1) | ( | ( | ( | ( | ||||||||||||||||||||||
| Segment Operating Income (Loss) | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
Goodwill Impairment | ||||||||||||||||||||||||||
Rationalizations (Note 3) | ||||||||||||||||||||||||||
Interest expense | ||||||||||||||||||||||||||
Other (income) expense (Note 4) | ||||||||||||||||||||||||||
| Net (gains) losses on asset sales | ( | |||||||||||||||||||||||||
Asset write-offs, accelerated depreciation and accelerated lease costs, net (Note 3) | ||||||||||||||||||||||||||
| Corporate incentive compensation plans | ||||||||||||||||||||||||||
| Retained expenses of divested operations | ||||||||||||||||||||||||||
Other(2) | ||||||||||||||||||||||||||
| Income (Loss) before Income Taxes | $ | ( | ||||||||||||||||||||||||
(1)Primarily represents OTR license agreement royalty income, in addition to transition services income related to the sales of the OTR tire business and the Dunlop brand. | ||||||||||||||||||||||||||
(2)Primarily represents unallocated corporate costs and the elimination of royalty income attributable to the SBUs. | ||||||||||||||||||||||||||
16
The following table presents segment assets:
| (In millions) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Assets | ||||||||||||||
| Americas | $ | $ | ||||||||||||
| Europe, Middle East and Africa | ||||||||||||||
| Asia Pacific | ||||||||||||||
| Total Segment Assets | $ | $ | ||||||||||||
| Corporate | ||||||||||||||
| $ | $ | |||||||||||||
The following table presents geographic information. Net sales by country were determined based on the location of the selling subsidiary. Long-lived assets consist of property, plant and equipment. For net sales, only the United States and Luxembourg were considered to be significant. For long-lived assets, only the United States and China were considered to be significant.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net Sales | ||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||||||||||||
| Luxembourg | $ | |||||||||||||||||||||||||
| Other international | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| (In millions) | September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||
| Long-Lived Assets | ||||||||||||||||||||||||||
| United States | $ | $ | ||||||||||||||||||||||||
| China | ||||||||||||||||||||||||||
| Other international | ||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||
Goodwill impairment, as described in Note to the Consolidated Financial Statements No. 1, Accounting Policies; rationalizations, as described in Note to the Consolidated Financial Statements No. 3, Costs Associated with Rationalization Programs; net (gains) losses on asset sales, and asset write-offs, accelerated depreciation and accelerated lease costs were not charged (credited) to the SBUs for performance evaluation purposes but were attributable to the SBUs as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Goodwill Impairment | ||||||||||||||||||||||||||
| Americas | $ | $ | $ | $ | ||||||||||||||||||||||
| Total Segment Goodwill Impairment | $ | $ | $ | $ | ||||||||||||||||||||||
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| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Rationalizations | ||||||||||||||||||||||||||
| Americas | $ | $ | $ | $ | ||||||||||||||||||||||
| Europe, Middle East and Africa | ||||||||||||||||||||||||||
| Asia Pacific | ||||||||||||||||||||||||||
| Total Segment Rationalizations | $ | $ | $ | $ | ||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net (Gains) Losses on Asset Sales | ||||||||||||||||||||||||||
| Americas | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Europe, Middle East and Africa | ( | ( | ||||||||||||||||||||||||
| Asia Pacific | ( | |||||||||||||||||||||||||
| Total Segment (Gains) Losses on Asset Sales | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Corporate | ( | |||||||||||||||||||||||||
| $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Asset Write-Offs, Accelerated Depreciation, and Accelerated Lease Costs, net | ||||||||||||||||||||||||||
| Americas | $ | $ | $ | $ | ||||||||||||||||||||||
| Europe, Middle East and Africa | ||||||||||||||||||||||||||
| Asia Pacific | ||||||||||||||||||||||||||
| Total Segment Asset Write-Offs, Accelerated Depreciation, and Accelerated Lease Costs, net | $ | $ | $ | $ | ||||||||||||||||||||||
The following tables present segment capital expenditures and depreciation and amortization:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Capital Expenditures | ||||||||||||||||||||||||||
| Americas | $ | $ | $ | $ | ||||||||||||||||||||||
| Europe, Middle East and Africa | ||||||||||||||||||||||||||
| Asia Pacific | ||||||||||||||||||||||||||
| Total Segment Capital Expenditures | $ | $ | $ | $ | ||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
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| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
Depreciation and Amortization(1) | ||||||||||||||||||||||||||
| Americas | $ | $ | $ | $ | ||||||||||||||||||||||
| Europe, Middle East and Africa | ||||||||||||||||||||||||||
| Asia Pacific | ||||||||||||||||||||||||||
| Total Segment Depreciation and Amortization | $ | $ | $ | $ | ||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
(1)The amounts presented do not include the allocation of asset write-offs, accelerated depreciation and accelerated lease costs, net, to Corporate. | ||||||||||||||||||||||||||
The following table presents segment equity in the net (income) loss of investees accounted for by the equity method:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
Equity in (Income) Loss | ||||||||||||||||||||||||||
| Americas | $ | $ | $ | $ | ||||||||||||||||||||||
| Europe, Middle East and Africa | ( | |||||||||||||||||||||||||
| Asia Pacific | ( | ( | ( | ( | ||||||||||||||||||||||
Total Segment Equity in (Income) Loss | $ | $ | ( | $ | $ | |||||||||||||||||||||
NOTE 8. FINANCING ARRANGEMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS
At September 30, 2026, we had total credit arrangements of $10,939 million, of which $3,639 million were unused. At that date, approximately 19 % of our debt was at variable interest rates averaging 6.10 %.
Notes Payable and Overdrafts, Long Term Debt and Finance Leases due Within One Year and Short Term Financing Arrangements
At September 30, 2026, we had short term committed and uncommitted credit arrangements totaling $687 million, of which $313 million were unused. These arrangements are available primarily to certain of our foreign subsidiaries through various banks at quoted market interest rates.
The following table presents amounts due within one year:
| (In millions) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Chinese credit facilities | $ | $ | ||||||||||||
| Other foreign and domestic debt | ||||||||||||||
| Notes Payable and Overdrafts | $ | $ | ||||||||||||
| Weighted average interest rate | % | % | ||||||||||||
| $ | $ | |||||||||||||
| Chinese credit facilities | ||||||||||||||
| Mexican credit facility | ||||||||||||||
| Other foreign and domestic debt (including finance leases) | ||||||||||||||
| Long Term Debt and Finance Leases due Within One Year | $ | $ | ||||||||||||
| Weighted average interest rate | % | % | ||||||||||||
| Total obligations due within one year | $ | $ | ||||||||||||
Long Term Debt and Finance Leases and Financing Arrangements
At September 30, 2026, we had long term credit arrangements totaling $10,252 million, of which $3,326 million were unused.
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The following table presents long term debt and finance leases, net of unamortized discounts, and interest rates:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| (In millions) | Amount | Interest Rate | Amount | Interest Rate | |||||||||||||||||||
| Notes: | |||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||
| Credit Facilities: | |||||||||||||||||||||||
First lien revolving credit facility due 2030 | % | ||||||||||||||||||||||
European revolving credit facility due 2028 | % | ||||||||||||||||||||||
| Pan-European accounts receivable facility | % | % | |||||||||||||||||||||
| Mexican credit facility | % | % | |||||||||||||||||||||
| Chinese credit facilities | % | % | |||||||||||||||||||||
Other foreign and domestic debt(1) | % | % | |||||||||||||||||||||
| Unamortized deferred financing fees | ( | ( | |||||||||||||||||||||
Finance lease obligations(2) | |||||||||||||||||||||||
| Less portion due within one year | ( | ( | |||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||
(1)Interest rates are weighted average interest rates primarily related to various foreign credit facilities with customary terms and conditions. (2)Includes $ | |||||||||||||||||||||||
NOTES
At September 30, 2026, we had $5,423 million of outstanding notes, compared to $4,391 million at December 31, 2025.
$1,050 million 8.875
On June 4, 2026, we issued $1,050 million in aggregate principal amount of 8.875
CREDIT FACILITIES
$2.75 billion Amended and Restated First Lien Revolving Credit Facility due 2030
Our amended and restated first lien revolving credit facility matures on May 19, 2030 and is available in the form of loans or letters of credit. Up to $800 million in letters of credit and $50 million of swingline loans are available for issuance under the facility. Subject to the consent of the lenders whose commitments are to be increased, we may request that the facility be increased by up to $250 million.
Our obligations under the facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries. Our obligations under the facility and our subsidiaries' obligations under the related guarantees are secured by first priority security interests in a variety of collateral. Availability under the facility is subject to a borrowing base, which is based on (i) eligible accounts receivable and inventory of The Goodyear Tire & Rubber Company and certain of its U.S. and Canadian subsidiaries, (ii) the greater of 50 % of the appraised value, if any, of our principal trademarks or $400 million, (iii) the value of eligible machinery
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and equipment, and (iv) certain cash in an amount not to exceed $275 million. To the extent that our eligible accounts receivable, inventory and other components of the borrowing base decline in value, our borrowing base will decrease and the availability under the facility may decrease below $2.75 billion. As of September 30, 2026, our borrowing base, and therefore our availability under this facility, was $270 million below the facility's stated amount of $2.75 billion.
The facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition since December 31, 2024. The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.
If Available Cash (as defined in the facility) plus the average quarterly availability under the facility is greater than 25 % of the total commitments under the facility, amounts drawn under the facility will bear interest, at our option, at (i) 125 basis points over SOFR or (ii) 25 basis points over an alternate base rate (the higher of (a) the prime rate, (b) the federal funds effective rate or the overnight bank funding rate plus 50 basis points or (c) SOFR plus 100 basis points). If Available Cash plus the average quarterly availability under the facility is equal to or less than 25 % of the total commitments under the facility, then amounts drawn under the facility will bear interest, at our option, at (i) 150 basis points over SOFR or (ii) 50 basis points over an alternate base rate. Based on our current liquidity, amounts drawn under this facility bear interest at SOFR plus 125 basis points. Undrawn amounts under the facility are subject to an annual commitment fee of 25 basis points.
At September 30, 2026, we had $57 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.
€800 million Amended and Restated Senior Secured European Revolving Credit Facility due 2028
The European revolving credit facility matures on January 14, 2028 and consists of (i) a €180 million German tranche that is available only to Goodyear Germany GmbH and (ii) a €620 million all-borrower tranche that is available to Goodyear Europe B.V. ("GEBV"), Goodyear Germany and Goodyear Operations S.A. Up to €175 million of swingline loans and €75 million in letters of credit are available for issuance under the all-borrower tranche. Subject to the consent of the lenders whose commitments are to be increased, we may request that the facility be increased by up to €200 million. Amounts drawn under this facility will bear interest at SOFR plus 150 basis points for loans denominated in U.S. dollars, EURIBOR plus 150 basis points for loans denominated in euros, and SONIA plus 150 basis points for loans denominated in pounds sterling. Undrawn amounts under the facility are subject to an annual commitment fee of 25 basis points.
GEBV and certain of its subsidiaries in the United Kingdom, Luxembourg, France and Germany provide guarantees to support the facility. The German guarantors secure the German tranche on a first-lien basis and the all-borrower tranche on a second-lien basis. GEBV and its other subsidiaries that provide guarantees secure the all-borrower tranche on a first-lien basis and generally do not provide collateral support for the German tranche. The Company and its U.S. and Canadian subsidiaries that guarantee our U.S. first lien revolving credit facility described above also provide unsecured guarantees in support of the facility.
The facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition since December 31, 2021. The facility also has customary defaults, including a cross-default to material indebtedness of Goodyear and our subsidiaries.
At September 30, 2026, there were $204 million (€180 million) of borrowings outstanding under the German tranche, $415 million (€365 million) of borrowings outstanding under the all-borrower tranche, and no letters of credit outstanding under the European revolving credit facility. At December 31, 2025, we had no borrowings and no letters of credit outstanding under the European revolving credit facility.
Accounts Receivable Securitization Facility (On-Balance Sheet)
GEBV and certain other of our European subsidiaries are parties to a pan-European accounts receivable securitization facility that expires in 2032. The terms of the facility provide the flexibility to designate annually the maximum amount of funding available under the facility in an amount of not less than €30 million and not more than €450 million. For the period from October 2025 through October 2027, the designated maximum amount of the facility is €300 million.
The facility involves an ongoing daily sale of substantially all of the trade accounts receivable of certain GEBV subsidiaries. These subsidiaries retain servicing responsibilities. Utilization under this facility is based on eligible receivable balances.
The funding commitments under the facility will expire upon the earliest to occur of: (a) October 18, 2032, (b) the non-renewal and expiration (without substitution) of all of the back-up liquidity commitments, (c) the early termination of the facility according to its terms (generally upon an Early Amortisation Event (as defined in the facility), which includes, among other things, events similar to the events of default under our first lien revolving credit facility; certain tax law changes; or certain
21
changes to law, regulation or accounting standards), or (d) our request for early termination of the facility. The facility’s current back-up liquidity commitments will expire in October 2027.
The facility has customary representations, warranties, covenants and Early Amortisation Events. In addition, it is an Early Amortisation Event under the facility if GEBV’s ratio of Consolidated Net GEBV Indebtedness to Consolidated GEBV EBITDA for a period of four consecutive fiscal quarters is greater than 3.0 to 1.0 at the end of any fiscal quarter. This financial covenant is substantially similar to the covenant included in our European revolving credit facility.
At September 30, 2026, the amounts available and utilized under this program totaled $228 million (€200 million). At December 31, 2025, the amounts available and utilized under this program totaled $292 million (€249 million). The program does not qualify for sale accounting, and accordingly, these amounts are included in Long Term Debt and Finance Leases.
For a description of the collateral securing the credit facilities described above as well as the covenants applicable to them, refer to Note to the Consolidated Financial Statements No. 16, Financing Arrangements and Derivative Financial Instruments, in our 2025 Form 10-K.
Accounts Receivable Factoring Facilities (Off-Balance Sheet)
We have sold certain of our accounts receivables under off-balance sheet programs. For these programs, we have concluded that there is generally no risk of loss to us from non-payment of the sold receivables. At September 30, 2026, the gross amount of receivables sold was $844 million, compared to $892 million at December 31, 2025.
Supplier Financing
We have entered into supplier finance programs with several financial institutions. Under these programs, the financial institutions act as our paying agents with respect to accounts payable due to our suppliers. We agree to pay the financial institutions the stated amount of the confirmed invoices from the designated suppliers on the original due dates of the invoices. Invoice payment terms can be up to 120 days based on industry norms for the specific item purchased. We do not pay any fees to the financial institutions, and we do not pledge any assets as security or provide other forms of guarantees for these programs. These programs allow our suppliers to sell their receivables to the financial institutions at the sole discretion of the suppliers and the financial institutions on terms that are negotiated among them. We are not always notified when our suppliers sell receivables under these programs. Our obligations to our suppliers, including the amounts due and scheduled payment dates, are not impacted by our suppliers’ decisions to sell their receivables under these programs. The amounts available under these programs were $899 million and $876 million at September 30, 2026 and December 31, 2025, respectively. The amounts confirmed to the financial institutions were $589 million and $551 million at September 30, 2026 and December 31, 2025, respectively, and are included in Accounts Payable — Trade in our Consolidated Balance Sheets. All activity related to these obligations is presented within operating activities on the Consolidated Statements of Cash Flows.
Other Foreign Credit Facilities
A Mexican subsidiary and a U.S. subsidiary have a revolving credit facility in Mexico. At September 30, 2026, we have $200 million available and no borrowings outstanding under this facility. At December 31, 2025, the amounts available and utilized under the facility were $200 million. The facility was renewed on September 1, 2026 and matures on November 22, 2028. The facility has covenants relating to the Mexican and U.S. subsidiaries and has customary representations and warranties and defaults relating to the Mexican and U.S. subsidiaries' ability to perform their respective obligations under the facility.
Our Chinese subsidiaries have several financing arrangements in China. These facilities contain covenants relating to these Chinese subsidiaries and have customary representations and warranties and defaults relating to these Chinese subsidiaries' ability to perform their respective obligations under these facilities. These facilities are also available for other off-balance sheet utilization, such as letters of credit and bank acceptances.
The following table presents the total amounts available and utilized under the Chinese financing arrangements:
| (In millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Total available | $ | $ | |||||||||
| Amounts utilized: | |||||||||||
| Notes Payable and Overdrafts | $ | $ | |||||||||
| Long Term Debt due Within One Year | |||||||||||
| Long Term Debt | |||||||||||
| Letters of credit, bank acceptances and other utilization | |||||||||||
| Total utilized | $ | $ | |||||||||
| Maturities | 10/26-6/29 | 1/26-7/27 | |||||||||
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DERIVATIVE FINANCIAL INSTRUMENTS
We utilize derivative financial instrument contracts and nonderivative instruments to manage interest rate, foreign exchange and commodity price risks. We have established a control environment that includes policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. We do not hold or issue derivative financial instruments for trading purposes.
Foreign Currency Contracts
We enter into foreign currency contracts in order to manage the impact of changes in foreign exchange rates on our consolidated results of operations and future foreign currency-denominated cash flows. These contracts may be used to reduce exposure to currency movements affecting existing foreign currency-denominated assets, liabilities, firm commitments and forecasted transactions resulting primarily from trade purchases and sales, equipment acquisitions, intercompany loans and royalty agreements. Contracts hedging short term trade receivables and payables normally have no hedging designation.
The following table presents the fair values for foreign currency hedge contracts that do not meet the criteria to be accounted for as cash flow hedging instruments:
| (In millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Fair Values — Current asset (liability): | |||||||||||
| Accounts receivable | $ | $ | |||||||||
| Other current liabilities | ( | ( | |||||||||
At September 30, 2026 and December 31, 2025, these outstanding foreign currency derivatives had notional amounts of $1,841 million and $1,942 million, respectively, and were primarily related to intercompany loans. Other (Income) Expense included net transaction gains on derivatives of $0 million and $24 million for the three and nine months ended September 30, 2026, respectively, and net transaction gains on derivatives of $4 million and losses of $102 million for the three and nine months ended September 30, 2025, respectively. These amounts were substantially offset in Other (Income) Expense by the effect of changing exchange rates on the underlying currency exposures.
We enter into master netting agreements with counterparties. The amounts eligible for offset under the master netting agreements are not material and we have elected a gross presentation of foreign currency contracts in the Consolidated Balance Sheets.
The counterparties to our foreign currency contracts were considered by us to be substantial and creditworthy financial institutions that were recognized market makers at the time we entered into those contracts. We seek to control our credit exposure to these counterparties by diversifying across multiple counterparties, by setting counterparty credit limits based on long term credit ratings and other indicators of counterparty credit risk such as credit default swap spreads and default probabilities, and by monitoring the financial strength of these counterparties on a regular basis. We also enter into master netting agreements with counterparties when possible. By controlling and monitoring exposure to counterparties in this manner, we believe that we effectively manage the risk of loss due to nonperformance by a counterparty. However, the inability of a counterparty to fulfill its contractual obligations to us could have a material adverse effect on our liquidity, financial position or results of operations in the period in which it occurs.
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NOTE 9. FAIR VALUE MEASUREMENTS
The following table presents information about assets and liabilities recorded at fair value on the Consolidated Balance Sheets at September 30, 2026 and December 31, 2025:
| Total Carrying Value in the Consolidated Balance Sheets | Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Investments | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Foreign Exchange Contracts | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Assets at Fair Value | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign Exchange Contracts | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Total Liabilities at Fair Value | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
The following table presents supplemental fair value information about long term fixed rate and variable rate debt, excluding finance leases, at September 30, 2026 and December 31, 2025:
| (In millions) | September 30, 2026 | December 31, 2025 | ||||||||||||
Fixed Rate Debt:(1) | ||||||||||||||
| Carrying amount — liability | $ | $ | ||||||||||||
| Fair value — liability | ||||||||||||||
Variable Rate Debt:(1) | ||||||||||||||
| Carrying amount — liability | $ | $ | ||||||||||||
| Fair value — liability | ||||||||||||||
(1)Excludes Notes Payable and Overdrafts of $ | ||||||||||||||
Long term debt with fair values of $4,947 million and $4,291 million at September 30, 2026 and December 31, 2025, respectively, were estimated using quoted Level 1 market prices. The carrying value of the remaining long term debt approximates fair value since the terms of the financing arrangements are similar to terms that could be obtained under current lending market conditions.
NOTE 10. PENSION, SAVINGS AND OTHER POSTRETIREMENT BENEFIT PLANS
We provide employees with defined benefit pension or defined contribution savings plans.
Defined benefit pension cost follows:
| U.S. | U.S. | |||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ||||||||||||||||||||||
| Amortization of net losses | ||||||||||||||||||||||||||
| Net periodic pension cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Net curtailments/settlements/termination benefits | ||||||||||||||||||||||||||
| Total defined benefit pension cost | $ | $ | $ | $ | ||||||||||||||||||||||
24
| Non-U.S. | Non-U.S. | |||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ||||||||||||||||||||||
| Amortization of prior service cost | ||||||||||||||||||||||||||
| Amortization of net losses | ||||||||||||||||||||||||||
| Net periodic pension cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Net curtailments/settlements/termination benefits | ||||||||||||||||||||||||||
| Total defined benefit pension cost | $ | $ | $ | $ | ||||||||||||||||||||||
Service cost is recorded in CGS or SAG. Other components of net periodic pension cost are recorded in Other (Income) Expense. Net curtailments, settlements and termination benefits, if any, are recorded in Other (Income) Expense or Rationalizations if related to a rationalization plan.
In the third quarter of 2026, a pension termination benefits charge of $7 million was recorded related to the exit of employees under an approved rationalization plan.
In the third quarter and first nine months of 2025, pension settlement charges of $68 million and $72 million, respectively, were recorded in Other (Income) Expense. The settlement charges resulted from total lump sums exceeding annual service and interest cost of the applicable plans, including $68 million in the third quarter from the offer of lump sum payments over a limited time to certain active and former employees in the U.S. salaried defined benefit pension plan. In addition, in the first nine months of 2025, pension termination benefits charges of $4 million and $1 million were recorded related to the exit of employees under an approved rationalization plan and the sale of the OTR tire business, respectively.
We also provide certain U.S. employees and employees at certain non-U.S. subsidiaries with health care benefits or life insurance benefits upon retirement. There was no 1
We expect to contribute approximately $25 million to our funded non-U.S. pension plans in 2026. For the three and nine months ended September 30, 2026, we contributed $3 million and $12 million, respectively, to our non-U.S. plans.
The expense recognized for our contributions to defined contribution savings plans for the three months ended September 30, 2026 and 2025 was $26 million and $30 million, respectively, and for the nine months ended September 30, 2026 and 2025 was $83 million and $92 million, respectively.
NOTE 11. STOCK COMPENSATION PLANS
Our Board of Directors granted 2.2 million restricted stock units and 0.7 million performance share units during the nine months ended September 30, 2026 under our stock compensation plans. We measure the fair value of grants of restricted stock units and performance share units based primarily on the closing market price of a share of our common stock on the date of the grant, modified as appropriate to take into account the features of such grants. The weighted average fair value per share was $8.34 for restricted stock units and $8.30 for performance share units granted during the nine months ended September 30, 2026.
We recognized stock-based compensation expense of $1 million and $13 million during the three and nine months ended September 30, 2026, respectively. At September 30, 2026, unearned compensation cost related to the unvested portion of all stock-based awards was approximately $19 million and is expected to be recognized over the remaining vesting period of the respective grants, through the third quarter of 2029. We recognized stock-based compensation expense of $6 million and $17 million during the three and nine months ended September 30, 2025, respectively.
NOTE 12. COMMITMENTS AND CONTINGENT LIABILITIES
Environmental Matters
We have recorded liabilities totaling $84 million and $79 million at September 30, 2026 and December 31, 2025, respectively, for anticipated costs related to various environmental matters, primarily the remediation of numerous waste disposal sites and certain properties sold by us. Of these amounts, $22 million was included in Other Current Liabilities at both September 30, 2026 and December 31, 2025. The costs include legal and consulting fees, site studies, the design and implementation of
25
remediation plans, post-remediation monitoring and related activities, and will be paid over several years. The amount of our ultimate liability in respect of these matters may be affected by several uncertainties, primarily the ultimate cost of required remediation and the extent to which other responsible parties contribute. We have limited potential insurance coverage for future environmental claims.
Since many of the remediation activities related to environmental matters vary substantially in duration and cost from site to site and the associated costs for each vary depending on the mix of unique site characteristics, in some cases we cannot reasonably estimate a range of possible losses. Although it is not possible to estimate with certainty the outcome of all of our environmental matters, management believes that potential losses in excess of current reserves for environmental matters, individually and in the aggregate, will not have a material adverse effect on our financial position, cash flows or results of operations.
Workers’ Compensation
We have recorded net liabilities, on a discounted basis, totaling $148 million and $145 million for anticipated costs related to workers’ compensation at September 30, 2026 and December 31, 2025, respectively. Of these amounts, $28 25 million.
General and Product Liability and Other Litigation
We have recorded liabilities for both asserted and unasserted claims totaling $435 million and $417 million, including related legal fees expected to be incurred, for potential product liability and other tort claims, including asbestos claims, at September 30, 2026 and December 31, 2025, respectively. Of these amounts, $74 million and $66 million were included in Other Current Liabilities at September 30, 2026 and December 31, 2025, respectively. The amounts recorded were estimated based on an assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and, where available, recent and current trends. Based upon that assessment, at September 30, 2026, we do not believe that estimated reasonably possible losses associated with general and product liability claims in excess of the amounts recorded will have a material adverse effect on our financial position, cash flows or results of operations. However, the amount of our ultimate liability in respect of these matters may differ from these estimates.
We have recorded an indemnification asset within Accounts Receivable of $1 million and within Other Assets of $2 million for Sumitomo Rubber Industries, Ltd. ("SRI's") obligation to indemnify us for certain product liability claims related to products manufactured by a formerly consolidated joint venture entity, subject to certain caps and restrictions.
Asbestos. We are a defendant in numerous lawsuits alleging various asbestos-related personal injuries purported to result from alleged exposure to asbestos in certain products manufactured by us or present in certain of our facilities. Typically, these lawsuits have been brought against multiple defendants in state and federal courts. To date, we have disposed of approximately 169,700 claims by defending, obtaining the dismissal thereof, or entering into a settlement. The sum of our accrued asbestos-related liability and gross payments to date, including legal costs, by us and our insurers totaled $613 million through September 30, 2026 and $597 million through December 31, 2025.
A summary of recent approximate asbestos claims activity follows. Because claims are often filed and disposed of by settlement or dismissal in large numbers, the amount and timing of filings, settlements and dismissals and the number of open claims during a particular period can fluctuate significantly.
| (Dollars in millions) | Nine Months Ended September 30, 2026 | Year Ended December 31, 2025 | ||||||||||||
| Pending claims, beginning of period | ||||||||||||||
| New claims filed | ||||||||||||||
| Claims settled/dismissed | ( | ( | ||||||||||||
| Pending claims, end of period | ||||||||||||||
Payments(1) | $ | $ | ||||||||||||
(1)Represents cash payments made during the period by us and our insurers for asbestos litigation defense and claim resolution. | ||||||||||||||
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We periodically, and at least annually, review our existing reserves for pending claims, including a reasonable estimate of the liability associated with unasserted asbestos claims, and estimate our receivables from probable insurance recoveries. We recorded gross liabilities for both asserted and unasserted claims, inclusive of defense costs, totaling $112 million and $107 million at September 30, 2026 and December 31, 2025, respectively. In determining the estimate of our asbestos liability, we evaluated claims over the next ten-year period. Due to the difficulties in making these estimates, analysis based on new data and/or a change in circumstances arising in the future may result in an increase in the recorded obligation, and that increase could be significant.
We maintain certain primary and excess insurance coverage under coverage-in-place agreements, and also have additional excess liability insurance with respect to asbestos liabilities. After consultation with our outside legal counsel and giving consideration to agreements with certain of our insurance carriers, the financial viability and legal obligations of our insurance carriers and other relevant factors, we determine an amount we expect is probable of recovery from such carriers. We record a receivable with respect to such policies when we determine that recovery is probable and we can reasonably estimate the amount of a particular recovery.
We recorded an insurance receivable related to asbestos claims of $58 million and $57 million at September 30, 2026 and December 31, 2025, respectively. We expect that approximately 50 % of asbestos claim related losses would be recoverable through insurance during the ten-year period covered by the estimated liability. Of these amounts, $10
We believe that, at December 31, 2025, we had approximately $510 million in excess level policy limits applicable to indemnity and defense costs for asbestos products claims under coverage-in-place agreements. We also had additional unsettled excess level policy limits potentially applicable to such costs. In addition, we had coverage under certain primary policies for indemnity and defense costs for asbestos products claims under remaining aggregate limits pursuant to a coverage-in-place agreement, as well as coverage for indemnity and defense costs for asbestos premises claims pursuant to coverage-in-place agreements.
With respect to both asserted and unasserted claims, it is reasonably possible that we may incur a material amount of cost in excess of the current reserve; however, such amounts cannot be reasonably estimated. Coverage under insurance policies is subject to varying characteristics of asbestos claims including, but not limited to, the type of claim (premise vs. product exposure), alleged date of first exposure to our products or premises and disease alleged. Recoveries may also be limited by insurer insolvencies or financial difficulties. Depending upon the nature of these characteristics or events, as well as the resolution of certain legal issues, some portion of the insurance may not be accessible by us.
Other Actions
We are currently a party to various claims, indirect tax assessments and legal proceedings in addition to those noted above. If management believes that a loss arising from these matters is probable and can reasonably be estimated, we record the amount of the loss, or the minimum estimated liability when the loss is estimated using a range and no point within the range is more probable than another. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary. Based on currently available information, management believes that the ultimate outcome of these matters, individually and in the aggregate, will not have a material adverse effect on our financial position or overall trends in results of operations.
Our recorded liabilities and estimates of reasonably possible losses for the contingent liabilities described above are based on our assessment of potential liability using the information available to us at the time and, where applicable, any past experience and recent and current trends with respect to similar matters. Our contingent liabilities are subject to inherent uncertainties, and unfavorable judicial or administrative decisions could occur which we did not anticipate. Such an unfavorable decision could include monetary damages, fines or other penalties or an injunction prohibiting us from taking certain actions or selling certain products. If such an unfavorable decision were to occur, it could result in a material adverse impact on our financial position and results of operations in the period in which the decision occurs or in future periods.
Income Tax Matters
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We also recognize income tax benefits to the extent that it is more likely than not that our positions will be sustained when challenged by the taxing authorities. We derecognize income tax benefits when based on new information we determine that it is no longer more likely than not that our position will be sustained. To the extent we prevail in matters for which liabilities have been established, or determine we need to derecognize tax benefits recorded in prior periods, our results of operations and effective tax rate in a
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given period could be materially affected. An unfavorable tax settlement would require use of our cash, and lead to recognition of expense to the extent the settlement amount exceeds recorded liabilities and, in the case of an income tax settlement, result in an increase in our effective tax rate in the period of resolution. A favorable tax settlement would be recognized as a reduction of expense to the extent the settlement amount is lower than recorded liabilities and, in the case of an income tax settlement, would result in a reduction in our effective tax rate in the period of resolution.
Following an audit by the IRS, we received a Notice of Proposed Adjustment ("NOPA") during the second quarter of 2025 related to an intercompany sale of certain intellectual property in 2021. The IRS proposed to disallow income recognition totaling $1.5 billion associated with this transaction. The federal tax charge related to that income recognition was fully offset by the utilization of $315 million of then-existing deferred tax assets, including tax loss carryforwards and foreign tax credits.
We challenged the proposed adjustment through the established IRS administrative procedures and engaged in settlement discussions with the IRS. On July 29, 2026, we entered into a closing agreement with the IRS resolving all federal income tax consequences related to the 2021 transaction (the "IRS settlement"). As a result of the IRS settlement, in the third quarter of 2026, we wrote-off approximately $45 million of our deferred tax assets that were previously utilized to offset the related federal and state taxes. However, since our U.S. deferred tax assets are in a full valuation allowance, the write-off of those deferred tax assets did not have a material impact on our operating results or cash flow.
While the Company applies consistent transfer pricing policies and practices globally, supports transfer prices through economic studies, seeks advance pricing agreements and joint audits to the extent possible and believes its transfer prices to be appropriate, such transfer prices, and related interpretations of tax laws, are occasionally challenged by various taxing authorities globally. We have received various tax assessments challenging our interpretations of applicable tax laws in various jurisdictions. Although we believe we have complied with applicable tax laws, have strong positions and defenses and have historically been successful in defending such claims, our results of operations could be materially adversely affected in the case we are unsuccessful in the defense of existing or future claims.
Binding Commitments and Guarantees
We have off-balance sheet financial guarantees and other commitments totaling $15
In 2015, as a result of the dissolution of the global alliance with SRI, we issued a guarantee of $46 million to an insurance company related to SRI's obligation to pay certain outstanding workers' compensation claims of a formerly consolidated joint venture entity. As of September 30, 2026, this guarantee amount has been reduced to $15 million. We have concluded the probability of our performance to be remote and, therefore, have not recorded a liability for this guarantee. While there is no fixed duration of this guarantee, we expect the amount of this guarantee to continue to decrease over time as the formerly consolidated joint venture entity pays its outstanding claims.
If our performance under these guarantees is triggered by non-payment or another specified event, we would be obligated to make payment to the financial institution or the other entity, and would typically have recourse to the affiliate, lessor, customer or SRI, as applicable. We are unable to estimate the extent to which our lessors’, customers’ or SRI's assets would be adequate to recover any payments made by us under the related guarantees.
We have an agreement to provide a revolving loan commitment to TireHub, LLC. During the first quarter of 2026, the revolving loan commitment decreased from $130 million to $100 million. The carrying value of our net investment in TireHub was $17 million and $44 million, which includes an outstanding loan receivable of $84 million and $103 million, including $1 million and $2 million of interest, at September 30, 2026 and December 31, 2025, respectively, and was included in Other Assets on our Consolidated Balance Sheets. Our investment in TireHub is accounted for under the equity method of accounting and, as such, includes our 50 % share of the net income (losses) of TireHub.
NOTE 13. CAPITAL STOCK
We may repurchase shares delivered to us by employees as payment for the exercise price of stock options and the withholding taxes due upon the exercise of stock options or the vesting or payment of stock awards. During the first nine months of 2026, we did not repurchase any shares from employees.
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NOTE 14. ACCUMULATED OTHER COMPREHENSIVE LOSS
The following tables present changes in AOCL, by component, for the nine months ended September 30, 2026 and 2025, after tax and minority interest.
| (In millions) Income (Loss) | Foreign Currency Translation Adjustment | Unrealized Gains (Losses) from Securities | Unrecognized Net Actuarial Losses and Prior Service Costs | Total | ||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ||||||||||||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | ||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
| (In millions) Income (Loss) | Foreign Currency Translation Adjustment | Unrealized Gains (Losses) from Securities | Unrecognized Net Actuarial Losses and Prior Service Costs | Total | ||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | |||||||||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | ||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
The following table presents reclassifications out of AOCL:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| (In millions) (Income) Expense | Amount Reclassified from AOCL | Amount Reclassified from AOCL | Affected Line Item in the Consolidated Statements of Operations | |||||||||||||||||||||||||||||
| Component of AOCL | ||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment, before tax | $ | $ | $ | $ | Net (Gain) Loss on Asset Sales | |||||||||||||||||||||||||||
| Tax effect | United States and Foreign Taxes | |||||||||||||||||||||||||||||||
| Net of tax | $ | $ | $ | $ | Goodyear Net Income (Loss) | |||||||||||||||||||||||||||
| Amortization of prior service cost and unrecognized gains and losses | $ | $ | $ | $ | Other (Income) Expense | |||||||||||||||||||||||||||
| Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures | Other (Income) Expense | |||||||||||||||||||||||||||||||
| Unrecognized net actuarial losses and prior service costs, before tax | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Tax effect | ( | ( | ( | United States and Foreign Taxes | ||||||||||||||||||||||||||||
| Net of tax | $ | $ | $ | $ | Goodyear Net Income (Loss) | |||||||||||||||||||||||||||
| Total reclassifications | $ | $ | $ | $ | Goodyear Net Income (Loss) | |||||||||||||||||||||||||||
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The following table presents the details of comprehensive income (loss) attributable to minority shareholders:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
Net Income (Loss) Attributable to Minority Shareholders | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||
Other Comprehensive Income (Loss): | ||||||||||||||||||||||||||
| Foreign currency translation | ( | ( | ||||||||||||||||||||||||
Other Comprehensive Income (Loss) | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||
Comprehensive Income (Loss) Attributable to Minority Shareholders | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
All per share amounts are diluted and refer to Goodyear net income (loss).
OVERVIEW
The Goodyear Tire & Rubber Company (the "Company," "Goodyear," "we," "us" or "our") is one of the world’s leading manufacturers of tires, with one of the most recognizable brand names in the world and operations in most regions of the world. We have a broad global footprint with 46 manufacturing facilities in 19 countries, including the United States. We operate our business through three operating segments representing our regional tire businesses: Americas; Europe, Middle East and Africa (“EMEA”); and Asia Pacific.
Results of Operations
Our results for the third quarter of 2026 include a 3.3% decrease in tire unit shipments compared to 2025 driven by planned rationalization of lower-tier product offerings and market softness. In the third quarter of 2026, we also experienced approximately $69 million of inflationary cost pressures.
Net sales in the third quarter of 2026 were $4,540 million, compared to $4,645 million in the third quarter of 2025. Net sales decreased in 2026 primarily due to the impacts of our divestitures and lower tire volume. These decreases were partially offset by favorable price and product mix.
In the third quarter of 2026, Goodyear net loss was $238 million, or $0.82 per share, compared to $2,195 million, or $7.62 per share, in the third quarter of 2025. The change in Goodyear net loss was primarily due to a decrease in U.S. and Foreign Tax Expense, primarily related to the establishment of a full valuation allowance on our net deferred tax assets in the U.S. in 2025, and a non-cash goodwill impairment charge in 2025.
Total segment operating income for the third quarter of 2026 was $174 million, compared to $287 million in the third quarter of 2025. The $113 million decrease was primarily due to increased conversion costs of $138 million, driven by the effect of lower tire production on fixed cost absorption and inflation, the impact of our divestitures, including $33 million related to the sale of the chemical business and $33 million related to the sale of the Dunlop brand, excluding the favorable impact of the Dunlop offtake supply agreement of $10 million, higher raw material costs of $29 million, an increase in other costs of $28 million, primarily driven by higher transportation costs, lower tire volume of $16 million, higher Selling, Administrative and General Expense ("SAG") of $15 million, lower earnings in other tire-related businesses of $11 million, primarily related to Fleet Solutions in EMEA, higher net tariff costs of $8 million and the negative impacts of a strike and earthquake in Colombia of $6 million ($6 million after-tax and minority). These decreases were partially offset by benefits from favorable price and product mix of $105 million and our Goodyear Forward transformation plan ("Goodyear Forward") of $90 million. Refer to "Results of Operations — Segment Information" for additional information.
Net sales in the first nine months of 2026 were $12,671 million, compared to $13,363 million in the first nine months of 2025. Net sales decreased in 2026 primarily due to lower tire volume and the impacts of our divestitures. These decreases were partially offset by favorable price and product mix and the positive impact of changes in foreign exchange rates.
In the first nine months of 2026, Goodyear net loss was $691 million, or $2.39 per share, compared to $1,826 million, or $6.35 per share, in the first nine months of 2025. The change in Goodyear net loss was primarily due to a decrease in U.S. and Foreign Tax Expense, primarily related to the establishment of a full valuation allowance on our net deferred tax assets in the U.S. in 2025, and a non-cash goodwill impairment charge in 2025, partially offset by a gain on the sale of the Dunlop brand and off-the-road ("OTR") tire business in 2025 and higher rationalization charges.
Total segment operating income for the first nine months of 2026 was $305 million, compared to $641 million in the first nine months of 2025. The $336 million decrease was primarily due to increased conversion costs of $458 million, driven by the effect of lower tire production on fixed cost absorption and inflation, lower tire volume of $137 million, the impact of our divestitures, including $95 million related to the sale of the chemical business and $63 million related to the sale of the Dunlop brand, excluding the favorable impact of the Dunlop offtake supply agreement of $21 million, higher SAG of $60 million, higher net tariff costs of $52 million, lower earnings related to other tire-related businesses of $29 million, primarily related to Fleet Solutions in EMEA, and higher transportation costs of $22 million. These decreases were partially offset by benefits from the Goodyear Forward plan of $292 million, favorable price and product mix of $152 million and lower raw material costs of $150 million. Refer to "Results of Operations —Segment Information" for additional information.
On July 30, 2026, we reached a tentative agreement with the United Steelworkers ("USW") on a new master labor contract covering nearly 2,400 workers at three plants in the United States. The agreement was ratified by USW members on August 23, 2026, and will remain in effect through April 28, 2029.
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Liquidity
On June 4, 2026, we issued $1,050 million in aggregate principal amount of 8.875% senior notes due 2032. We intend to use the net proceeds from this offering to repay, redeem or repurchase our 4.875% senior notes due 2027 and our 7.625% senior notes due 2027 at or prior to their respective maturity. Pending such repayment, redemption or repurchase, we temporarily applied the proceeds to repay outstanding balances under certain revolving credit facilities.
At September 30, 2026, we had $812 million in cash and cash equivalents as well as $3,639 million of unused availability under our various credit agreements, compared to $801 million and $4,421 million, respectively, at December 31, 2025. For the nine months ended September 30, 2026, net cash used for operating activities was $764 million, reflecting our cash used for working capital of $871 million. Net cash used for investing activities was $441 million, primarily representing capital expenditures of $481 million. Net cash provided by financing activities was $1,171 million, primarily due to net borrowings of $1,209 million, including the issuance of $1,050 million of new senior notes. Refer to "Liquidity and Capital Resources" for additional information.
Outlook
With macroeconomic, regulatory and geopolitical uncertainties pressuring consumer and commercial replacement markets, we expect global unit volumes in the fourth quarter of 2026 to be down slightly compared with the fourth quarter of 2025. Given our production levels in the third quarter of 2026, we expect higher unabsorbed overhead costs of approximately $45 million in the fourth quarter of 2026 compared to the fourth quarter of 2025.
We expect our Goodyear Forward plan to deliver approximately $110 million of incremental savings in the fourth quarter of 2026 compared to the fourth quarter of 2025.
Based on current spot prices, we expect raw material costs to be unfavorable by approximately $170 million in the fourth quarter of 2026 compared to the fourth quarter of 2025. 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. 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.
We expect inflation and other costs will increase approximately $110 million in the fourth quarter of 2026 compared to the fourth quarter of 2025.
Refer also to “Liquidity and Capital Resources” for commentary regarding our outlook on 2026 cash flow; “Forward-Looking Information – Safe Harbor Statement” for a discussion of our use of forward-looking statements; and “Item 1A. Risk Factors” in our 2025 Form 10-K for a discussion of the risk factors that may impact our business, results of operations, financial condition or liquidity.
RESULTS OF OPERATIONS
CONSOLIDATED
Three Months Ended September 30, 2026 and 2025
Net sales in the third quarter of 2026 were $4,540 million, decreasing $105 million, or 2.3%, from $4,645 million in the third quarter of 2025. Goodyear net loss was $238 million, or $0.82 per share, in the third quarter of 2026, compared to Goodyear net loss of $2,195 million, or $7.62 per share, in the third quarter of 2025.
Net sales decreased in the third quarter of 2026 primarily due to the impacts of our divestitures, including $117 million related to the sale of the chemical business and $116 million related to the sale of the Dunlop brand, excluding the favorable impact of the Dunlop offtake supply agreement of $56 million, and lower tire volume of $75 million. These decreases were partially offset by favorable price and product mix of $153 million.
Worldwide tire unit sales in the third quarter of 2026 were 38.6 million units, decreasing 1.4 million units, or 3.3%, from 40.0 million units in the third quarter of 2025 due to planned rationalization of lower-tier product offerings and market softness. Replacement tire volume decreased globally by 1.7 million units, or 5.8%. OE tire volume increased by 0.3 million units, or 3.1%, driven by Americas and EMEA.
Cost of Goods Sold ("CGS") in the third quarter of 2026 was $3,817 million, increasing $16 million, or 0.4%, from $3,801 million in the third quarter of 2025. CGS increased primarily due to higher conversion costs of $138 million, unfavorable product mix of $48 million, an increase in other costs of $30 million, primarily driven by higher transportation costs, higher raw material costs of $29 million, an increase in asset write-offs, accelerated depreciation and accelerated lease charges of $18 million, higher costs related to other tire-related businesses of $12 million, primarily related to Fleet Solutions, higher net tariff costs of $8 million and the negative impacts of a strike and earthquake in Colombia of $6 million ($6 million after-tax and minority). These increases were partially offset by impacts related to divestitures, including $79 million related to the sale of
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the chemical business and $83 million related to the sale of the Dunlop brand, excluding increased offtake supply agreement costs of $46 million, savings related to the Goodyear Forward plan of $86 million, lower tire volume of $59 million, and foreign currency translation of $10 million.
CGS in the third quarter of 2026 and 2025 included pension expense of $3 million for each period. CGS was 84.1% of sales in the third quarter of 2026, compared to 81.8% in the third quarter of 2025.
SAG in the third quarter of 2026 was $665 million, decreasing $11 million, or 1.6%, from $676 million in the third quarter of 2025. SAG decreased primarily due to impacts related to divestitures, including $5 million related to the sale of the chemical business, savings related to the Goodyear Forward plan of $4 million and a decrease in asset write-offs, accelerated depreciation and accelerated lease charges of $2 million. These decreases were partially offset by increased advertising expenses of $5 million. SAG in the third quarter of 2025 also included costs related to the Goodyear Forward plan of $4 million ($4 million after-tax and minority).
SAG in both the third quarter of 2026 and 2025 included pension expense of $2 million. SAG in both the third quarter of 2026 and 2025 was 14.6% of sales.
We recorded a goodwill impairment charge of $674 million ($674 million after-tax and minority) in the third quarter of 2025 related to our North America reporting unit.
We recorded net rationalization charges of $148 million ($143 million after-tax and minority) in the third quarter of 2026 and $21 million ($21 million after-tax and minority) in the third quarter of 2025. Net rationalization charges in the third quarter of 2026 primarily related to plans to close our Fayetteville, North Carolina tire manufacturing facility ("Fayetteville"), reduce manufacturing expenses globally and close our chemical manufacturing facilities in Niagara Falls, New York (“Niagara Falls”) and Bayport, Texas (“Bayport”). Net rationalization charges in the third quarter of 2025 primarily related to the plan to close our manufacturing facility in Kariega, South Africa ("Kariega") in EMEA, the elimination of commercial tire production at our Danville, Virginia tire manufacturing facility ("Danville"), the closures of our Fulda and Fürstenwalde, Germany tire manufacturing facilities ("Fulda and Fürstenwalde") and the plan to reduce SAG headcount in Americas and Corporate. For further information, refer to Note to the Consolidated Financial Statements No. 3, Costs Associated with Rationalization Programs.
CGS and SAG in the third quarter of 2026 and 2025 included $71 million ($71 million after-tax and minority) and $55 million ($55 million after-tax and minority), respectively, of asset write-offs, accelerated depreciation and accelerated lease charges, primarily related to rationalization activities.
Interest expense in the third quarter of 2026 was $111 million, decreasing $3 million, or 2.6%, from $114 million in the third quarter of 2025. The average interest rate was 6.1% in the third quarter of 2026 compared to 5.7% in the third quarter of 2025. The average debt balance was $7,280 million in the third quarter of 2026 compared to $7,946 million in the third quarter of 2025.
The third quarter of 2026 included net gains on asset sales of $9 million ($6 million after-tax and minority), compared to net losses on asset sales of $1 million ($1 million after-tax and minority) in the third quarter of 2025.
Other (Income) Expense in the third quarter of 2026 was $19 million of expense, compared to $91 million in the third quarter of 2025. The decrease in Other (Income) Expense was primarily due to a decrease in non-service related pension and other postretirement benefits cost of $75 million, primarily due to a pension settlement charge of $68 million ($68 million after-tax and minority) in the third quarter of 2025. The third quarter of 2025 also included transaction costs of $4 million ($4 million after-tax and minority), primarily related to the sale of the chemical business.
In the third quarter of 2026, we recorded income tax expense of $28 million on a loss before income taxes of $211 million. Income tax expense for the three months ended September 30, 2026 included net discrete tax benefits of $7 million ($7 million after minority interest). In the third quarter of 2025, we recorded income tax expense of $1,464 million on a loss before income taxes of $733 million. Income tax expense for the three months ended September 30, 2025 included net discrete tax expense of $1,450 million ($1,450 million after minority interest), primarily related to the establishment of a full valuation allowance on our net deferred tax assets in the U.S.
We record taxes based on overall estimated annual effective tax rates. The difference between our effective tax rate and the U.S. statutory rate of 21% for the three months ended September 30, 2026 primarily relates to losses in the U.S. and foreign jurisdictions in which no tax benefits are recorded and the discrete items noted above. The difference between our effective tax rate and the U.S. statutory rate of 21% for the three months ended September 30, 2025 was mainly impacted by the establishment of a full valuation allowance on our net deferred tax assets of $1.4 billion in the U.S.
For further information regarding income taxes and the realizability of our deferred tax assets, refer to Note to the Consolidated Financial Statements No. 5, Income Taxes.
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There was $1 million of minority shareholders’ net loss in the third quarter of 2026, compared to $2 million in the third quarter of 2025.
Nine Months Ended September 30, 2026 and 2025
Net sales in the first nine months of 2026 were $12,671 million, a decrease of $692 million, or 5.2%, from $13,363 million in the first nine months of 2025. Goodyear net loss was $691 million, or $2.39 per share, in the first nine months of 2026, compared to Goodyear net loss of $1,826 million, or $6.35 per share, in the first nine months of 2025.
Net sales decreased in the first nine months of 2026 primarily due to lower tire volume of $660 million and the impacts of our divestitures, including $361 million related to the sale of the chemical business and $297 million related to the sale of the Dunlop brand, excluding the favorable impact of the Dunlop offtake supply agreement of $151 million. These decreases were partially offset by favorable price and product mix of $267 million and the positive impact of changes in foreign exchange rates of $211 million.
Worldwide tire unit sales in the first nine months of 2026 were 109.1 million units, decreasing 7.3 million units, or 6.3%, from 116.4 million units in the first nine months of 2025 due to weakness in the replacement industry, increased competitiveness and planned rationalization of lower-tier product offerings. Replacement tire volume decreased globally by 8.8 million units, or 10.7%. OE tire volume increased by 1.5 million units, or 4.5%, driven by Americas and EMEA.
CGS in the first nine months of 2026 was $10,574 million, decreasing $445 million, or 4.0%, from $11,019 million in the first nine months of 2025. CGS decreased primarily due to lower tire volume of $523 million, impacts related to divestitures, including $250 million related to the sale of the chemical business and $234 million related to the sale of the Dunlop brand, excluding increased offtake supply agreement costs of $130 million, savings related to the Goodyear Forward plan of $262 million, lower raw material costs of $150 million, and a decrease in asset write-offs, accelerated depreciation and accelerated lease charges of $49 million. These decreases were partially offset by higher conversion costs of $458 million, foreign currency translation of $167 million, unfavorable product mix of $115 million, other costs of $64 million, primarily driven by higher transportation costs, higher net tariff costs of $52 million, higher costs related to other tire-related businesses of $20 million, primarily related to Fleet Solutions, the negative impacts of a strike and earthquake in Colombia of $13 million ($13 million after-tax and minority), and a charge related to an expected settlement of a prior year tax matter in one of our foreign locations of $8 million ($8 million after-tax and minority).
CGS in the first nine months of 2026 and 2025 included pension expense of $8 million and $9 million, respectively. CGS was 83.5% of sales in the first nine months of 2026, compared to 82.5% in the first nine months of 2025.
SAG in the first nine months of 2026 was $2,036 million, increasing $18 million, or 0.9%, from $2,018 million in the first nine months of 2025. SAG increased primarily due to foreign currency translation of $38 million, other costs of $29 million, primarily related to inflation, and higher advertising costs of $8 million. These increases were partially offset by savings related to the Goodyear Forward plan of $27 million, impacts related to divestitures, including $16 million related to the sale of the chemical business, and a decrease in asset write-offs, accelerated depreciation and accelerated lease charges of $6 million. SAG in the first nine months of 2025 also included costs related to the Goodyear Forward plan of $9 million ($9 million after-tax and minority).
SAG in the first nine months of 2026 and 2025 included pension expense of $7 million for each period. SAG was 16.1% of sales in the first nine months of 2026, compared to 15.1% in the first nine months of 2025.
We recorded a goodwill impairment charge of $674 million ($674 million after-tax and minority) in the first nine months of 2025 related to our North America reporting unit.
We recorded net rationalization charges of $281 million ($267 million after-tax and minority) in the first nine months of 2026 and $161 million ($140 million after-tax and minority) in the first nine months of 2025. Net rationalization charges in the first nine months of 2026 primarily related to plans to close Fayetteville, reduce manufacturing expenses globally, close Niagara Falls and Bayport, improve EMEA's cost structure, reduce headcount globally, close the Tall Timbers mold plant in Findlay, Ohio ("Tall Timbers"), reduce global SAG, and close Fulda and Fürstenwalde. Net rationalization charges in the first nine months of 2025 primarily related to the closure of Kariega, the elimination of commercial tire production at Danville, the closures of Fulda and Fürstenwalde, and a plan to reduce SAG headcount in Americas and Corporate. For further information, refer to Note to the Consolidated Financial Statements No. 3, Costs Associated with Rationalization Programs.
CGS and SAG in the first nine months of 2026 included $87 million ($87 million after-tax and minority) of asset write-offs, accelerated depreciation and accelerated lease charges, primarily related to Fulda, Fürstenwalde and Tall Timbers. CGS and SAG in the first nine months of 2025 included $142 million ($131 million after-tax and minority) of asset write offs, accelerated depreciation and accelerated lease charges, primarily related to Fulda, Fürstenwalde and Danville.
Interest expense in the first nine months of 2026 was $311 million, decreasing $30 million, or 8.8%, from $341 million in the first nine months of 2025. The average interest rate was 5.9% in the first nine months of 2026 compared to 5.7% in the first
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nine months of 2025. The average debt balance was $6,986 million in the first nine months of 2026 compared to $7,930 million in the first nine months of 2025.
The first nine months of 2026 include net gains on asset sales of $29 million ($23 million after-tax and minority), compared to net gains on asset and other sales of $700 million ($628 million after-tax and minority) in the first nine months of 2025, primarily due to the gain of $385 million ($367 million after-tax and minority) on the sale of Dunlop brand, the gain of $255 million ($231 million after-tax and minority) on the sale of the OTR tire business and gains on other asset sales of $60 million ($30 million after-tax and minority).
Other (Income) Expense in the first nine months of 2026 was $50 million of expense, compared to $147 million in the first nine months of 2025. The decrease in Other (Income) Expense was primarily due to a decrease in non-service related pension and other postretirement benefits cost of $86 million, including pension settlement charges of $72 million ($71 million after-tax and minority) in the first nine months of 2025, and an increase in royalty and other income of $13 million. The first nine months of 2025 also included transaction costs of $10 million ($7 million after-tax and minority), primarily related to the sale of the chemical business.
For the first nine months of 2026, we recorded income tax expense of $140 million on a loss before income taxes of $552 million. Income tax expense for the nine months ended September 30, 2026 included net discrete tax expense of $19 million ($19 million after minority interest), primarily related to an expected settlement of a prior year tax matter in one of our foreign locations. In the first nine months of 2025, we recorded income tax expense of $1,501 million on a loss before income taxes of $297 million. Income tax expense for the nine months ended September 30, 2025 included net discrete tax expense of $1,446 million ($1,446 million after minority interest), primarily related to the establishment of a full valuation allowance on our net deferred tax assets in the U.S.
We record taxes based on overall estimated annual effective tax rates. The difference between our effective tax rate and the U.S. statutory rate of 21% for the nine months ended September 30, 2026 primarily relates to losses in the U.S. and foreign jurisdictions in which no tax benefits are recorded and the discrete items noted above. The difference between our effective tax rate and the U.S. statutory rate of 21% for the nine months ended September 30, 2025 was mainly impacted by the establishment of a full valuation allowance on our net deferred tax assets of $1.4 billion in the U.S.
At September 30, 2026 and December 31, 2025, we had approximately $1.6 billion and $1.4 billion, respectively, of U.S. federal, state and local net deferred tax assets and related valuation allowances totaling $1.6 billion and $1.4 billion, respectively. At September 30, 2026 and December 31, 2025, we also had foreign net deferred tax assets of approximately $1.6 billion and $1.5 billion, respectively, and related valuation allowances of approximately $1.3 billion. Our foreign valuation allowances include a $1.1 billion full valuation allowance on our net deferred tax assets in Luxembourg. Our losses in the U.S. and various foreign taxing jurisdictions in recent periods represented sufficient negative evidence to require us to maintain a full valuation allowance against certain of these net deferred tax assets. Each reporting period, we assess available positive and negative evidence and estimate if sufficient future taxable income will be generated to utilize these existing deferred tax assets. We do not believe that sufficient positive evidence required to release valuation allowances on our U.S. and foreign deferred tax assets will exist within the next twelve months.
The Organisation for Economic Co-operation and Development ("OECD") have published the Pillar Two model rules which adopt a global corporate minimum tax of 15% for multinational enterprises with average revenue in excess of €750 million. Certain jurisdictions in which we operate enacted legislation consistent with one or more of the OECD Pillar Two model rules effective in 2024. The model rules include minimum domestic top-up taxes, income inclusion rules, and undertaxed profit rules all aimed to ensure that multinational corporations pay a minimum effective corporate tax rate of 15% in each jurisdiction in which they operate. We do not expect the Pillar Two model rules to materially impact our annual effective tax rate in 2026. However, we are continuing to evaluate the Pillar Two model rules and related developments, including the side-by-side safe harbor package for U.S.-based multinationals, and their potential impact on future periods.
For further information regarding income taxes and the realizability of our deferred tax assets, refer to Note to the Consolidated Financial Statements No. 5, Income Taxes.
There was $1 million of minority shareholders' net loss in the first nine months of 2026, compared to $28 million of net income in the first nine months of 2025, primarily related to the sale of property in Asia Pacific.
SEGMENT INFORMATION
Segment information reflects our strategic business units (“SBUs”), which are organized to meet customer requirements and global competition and are segmented on a regional basis.
Results of operations are measured based on net sales to unaffiliated customers and segment operating income. Each segment exports tires to other segments. The financial results of each segment exclude sales of tires exported to other segments, but include operating income derived from such transactions. Segment operating income is computed as follows: Net Sales less CGS (excluding asset write-off and accelerated depreciation charges) and SAG (including certain allocated corporate
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administrative expenses). Segment operating income also includes certain royalties and equity in earnings of most affiliates. Segment operating income does not include net rationalization charges, asset sales, goodwill and other impairment charges, and certain other items.
Total segment operating income for the third quarter of 2026 was $174 million, a decrease of $113 million, or 39.4%, from $287 million in the third quarter of 2025. Total segment operating margin in the third quarter of 2026 was 3.8%, compared to 6.2% in the third quarter of 2025. Total segment operating income for the first nine months of 2026 was $305 million, a decrease of $336 million, or 52.4%, from $641 million in the first nine months of 2025. Total segment operating margin in the first nine months of 2026 was 2.4%, compared to 4.8% in the first nine months of 2025.
Management believes that total segment operating income is useful because it represents the aggregate value of income created by our SBUs and excludes items not directly related to the SBUs for performance evaluation purposes. Total segment operating income is the sum of the individual SBUs’ segment operating income. Refer to Note to the Consolidated Financial Statements No. 7, Business Segments, for further information and for a reconciliation of total segment operating income to Income (Loss) before Income Taxes.
Americas
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | Change | Percent Change | 2026 | 2025 | Change | Percent Change | ||||||||||||||||||||||||||||||||||||||||||
| Tire Units | 19.6 | 19.6 | 0.0 | — | % | 52.3 | 57.1 | (4.8) | (8.4) | % | ||||||||||||||||||||||||||||||||||||||||
| Net Sales | $ | 2,675 | $ | 2,737 | $ | (62) | (2.3) | % | $ | 7,120 | $ | 7,901 | $ | (781) | (9.9) | % | ||||||||||||||||||||||||||||||||||
| Operating Income | 96 | 206 | (110) | (53.4) | % | 123 | 502 | (379) | (75.5) | % | ||||||||||||||||||||||||||||||||||||||||
| Operating Margin | 3.6 | % | 7.5 | % | 1.7 | % | 6.4% | |||||||||||||||||||||||||||||||||||||||||||
Three Months Ended September 30, 2026 and 2025
Americas unit sales in the third quarter of 2026 remained flat at 19.6 million units. Replacement tire volume decreased 0.3 million units, or 2.2%. OE tire volume increased 0.3 million units, or 8.7%, reflecting market share gains.
Net sales in the third quarter of 2026 were $2,675 million, decreasing $62 million, or 2.3%, from $2,737 million in the third quarter of 2025. The decrease in net sales was primarily due to the impact of the sale of the chemical business of $117 million. This decrease was partially offset by favorable price and product mix of $42 million and the positive impact of changes in foreign exchange rates of $19 million, primarily related to the strengthening of the Brazilian real and Mexican peso.
Operating income in the third quarter of 2026 was $96 million, decreasing $110 million, or 53.4%, from $206 million in the third quarter of 2025. The decrease in operating income was due to higher conversion costs of $96 million, driven by the effect of lower tire production on fixed cost absorption and inflation, the impact of the sale of the chemical business of $34 million, higher other costs of $31 million, primarily driven by higher transportation and net tariff costs, and the negative impacts of a strike and earthquake in Colombia of $6 million ($6 million after-tax and minority). These decreases were partially offset by benefits from the Goodyear Forward plan of $52 million.
Operating income in the third quarter of 2026 excluded net rationalization charges of $124 million, asset write-offs, accelerated depreciation and accelerated lease costs of $69 million and net gains on asset sales of $1 million. Operating income in the third quarter of 2025 excluded a non-cash goodwill impairment charge of $674 million, asset write-offs, accelerated depreciation and accelerated lease costs of $20 million, net rationalization charges of $4 million and net gains on asset sales of $3 million.
Nine Months Ended September 30, 2026 and 2025
Americas unit sales in the first nine months of 2026 decreased 4.8 million units, or 8.4%, to 52.3 million units. Replacement tire volume decreased 5.8 million units, or 12.6%, primarily due to weakness in the replacement industry, increased competitiveness and planned rationalization of lower-tier product offerings. OE tire volume increased 1.0 million units, or 8.5%, primarily in the U.S., Brazil and Canada.
Net sales in the first nine months of 2026 were $7,120 million, decreasing $781 million, or 9.9%, from $7,901 million in the first nine months of 2025. The decrease in net sales was primarily due to lower tire volume of $528 million and the impact of the sale of the chemical business of $361 million. These decreases were partially offset by the positive impact of changes in foreign exchange rates of $91 million, primarily related to the strengthening of the Brazilian real and Mexican peso.
Operating income in the first nine months of 2026 was $123 million, decreasing $379 million, or 75.5%, from $502 million in the first nine months of 2025. The decrease in operating income was due to higher conversion costs of $307 million, driven by the effect of lower tire production on fixed cost absorption and inflation, lower tire volume of $112 million, the impact of the sale of the chemical business of $98 million, higher net tariff costs of $52 million, higher SAG of $38 million and unfavorable
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price and product mix of $37 million. These decreases were partially offset by benefits from the Goodyear Forward plan of $181 million and lower raw material costs of $125 million.
Operating income in the first nine months of 2026 excluded net rationalization charges of $138 million, asset write-offs, accelerated depreciation and accelerated lease costs of $76 million and net gains on asset sales of $15 million. Operating income in the first nine months of 2025 excluded a non-cash goodwill impairment charge of $674 million, net rationalization charges of $76 million, asset write-offs, accelerated depreciation and accelerated lease costs of $62 million, and net gains on asset sales of $4 million.
Europe, Middle East and Africa
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | Change | Percent Change | 2026 | 2025 | Change | Percent Change | ||||||||||||||||||||||||||||||||||||||||||
| Tire Units | 11.1 | 12.0 | (0.9) | (6.7) | % | 33.5 | 35.6 | (2.1) | (5.8) | % | ||||||||||||||||||||||||||||||||||||||||
| Net Sales | $ | 1,355 | $ | 1,407 | $ | (52) | (3.7) | % | $ | 4,090 | $ | 4,028 | $ | 62 | 1.5 | % | ||||||||||||||||||||||||||||||||||
| Operating Income (Loss) | 12 | 30 | (18) | (60.0) | % | (4) | — | (4) | N/M | |||||||||||||||||||||||||||||||||||||||||
| Operating Margin | 0.9 | % | 2.1% | (0.1 | %) | — | % | |||||||||||||||||||||||||||||||||||||||||||
Three Months Ended September 30, 2026 and 2025
EMEA unit sales in the third quarter of 2026 decreased 0.9 million units, or 6.7%, to 11.1 million units. Replacement tire volume decreased 1.1 million units, or 11.3%, primarily in our consumer business, reflecting planned rationalization of lower-tier product offerings and market softness. OE tire volume increased 0.2 million units, or 5.5%, primarily in our consumer business, reflecting share gains driven by new fitments.
Net sales in the third quarter of 2026 were $1,355 million, decreasing $52 million, or 3.7%, from $1,407 million in the third quarter of 2025. The decrease in net sales was primarily driven by the impact of the sale of the Dunlop brand of $116 million, excluding the favorable impact of the offtake supply agreement of $56 million, lower tire volume of $46 million, and the negative impact of changes in foreign exchange rates of $25 million, driven by a weaker Turkish lira and euro. These decreases were partially offset by favorable price and product mix of $67 million and higher sales in the other tire-related businesses of $10 million, primarily due to Fleet Solutions.
Operating income in the third quarter of 2026 was $12 million, decreasing $18 million, or 60.0%, from $30 million in the third quarter of 2025. The decrease in operating income was primarily due to higher conversion costs of $43 million, the impact of the sale of the Dunlop brand of $33 million, excluding the favorable impact of the offtake supply agreement of $10 million, lower tire volume of $9 million, lower earnings in other tire-related businesses of $9 million, related to Fleet Solutions, higher raw material costs of $9 million, higher SAG of $8 million, and an increase in other costs of $6 million, primarily related to transportation. These decreases were partially offset by favorable price and product mix of $59 million and benefits from the Goodyear Forward plan of $31 million.
Operating income in the third quarter of 2026 excluded net rationalization charges of $18 million, net gains on asset sales of $12 million and asset write-offs, accelerated depreciation and accelerated lease costs of $2 million. Operating income in the third quarter of 2025 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $33 million and net rationalization charges of $16 million.
Nine Months Ended September 30, 2026 and 2025
EMEA unit sales in the first nine months of 2026 decreased 2.1 million units, or 5.8%, to 33.5 million units. Replacement tire volume decreased 2.9 million units, or 11.4%, primarily in our consumer business, reflecting market softness, increased competition and planned rationalization of lower-tier product offerings. OE tire volume increased 0.8 million units, or 7.4%, primarily in our consumer business, reflecting share gains driven by new fitments.
Net sales in the first nine months of 2026 were $4,090 million, increasing $62 million, or 1.5%, from $4,028 million in the first nine months of 2025. The increase in net sales was driven by favorable price and product mix of $179 million, the positive impact of changes in foreign exchange rates of $127 million, driven by a stronger euro, partially offset by a weaker Turkish lira, and higher sales in the other tire-related businesses of $11 million, primarily related to Fleet Solutions. These increases were partially offset by the impact of the sale of the Dunlop brand of $296 million, excluding the favorable impact of the offtake supply agreement of $151 million, and lower tire volume of $111 million.
Operating loss in the first nine months of 2026 was $4 million, decreasing $4 million from the first nine months of 2025. The change in operating income (loss) was primarily due to higher conversion costs of $148 million, the impact of the sale of the Dunlop brand of $63 million, excluding the favorable impact of the offtake supply agreement of $21 million, higher SAG of $27 million, an increase in other costs of $25 million, primarily related to transportation, lower tire volume of $19 million, lower earnings in other tire-related business of $11 million, related to Fleet Solutions, and unfavorable foreign currency
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translation of $7 million. These decreases were partially offset by favorable price and product mix of $141 million, benefits from the Goodyear Forward plan of $92 million, lower raw material costs of $39 million and the impact of the sale of the chemical business of $3 million.
Operating loss in the first nine months of 2026 excluded net rationalizations charges of $126 million, net gains on asset sales of $15 million and asset write-offs, accelerated depreciation and accelerated lease costs of $10 million. Operating income in the first nine months of 2025 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $75 million and net rationalization charges of $71 million.
Asia Pacific
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | Change | Percent Change | 2026 | 2025 | Change | Percent Change | ||||||||||||||||||||||||||||||||||||||||||
| Tire Units | 7.9 | 8.4 | (0.5) | (6.0) | % | 23.3 | 23.7 | (0.4) | (1.7) | % | ||||||||||||||||||||||||||||||||||||||||
| Net Sales | $ | 510 | $ | 501 | $ | 9 | 1.8 | % | $ | 1,461 | $ | 1,434 | $ | 27 | 1.9 | % | ||||||||||||||||||||||||||||||||||
| Operating Income | 66 | 51 | 15 | 29.4 | % | 186 | 139 | 47 | 33.8 | % | ||||||||||||||||||||||||||||||||||||||||
| Operating Margin | 12.9% | 10.2% | 12.7% | 9.7% | ||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended September 30, 2026 and 2025
Asia Pacific unit sales in the third quarter of 2026 decreased 0.5 million units, or 6.0%, to 7.9 million units. Replacement tire volume decreased 0.3 million units, or 8.2%, due to the planned rationalization of smaller rim size tire offerings. OE tire volume decreased 0.2 million units, or 3.9 %, primarily in China.
Net sales in the third quarter of 2026 were $510 million, increasing $9 million, or 1.8%, from $501 million in the third quarter of 2025. The increase in net sales was primarily due to favorable price and product mix of $44 million. This increase was partially offset by lower tire volume of $28 million, the negative impact of changes in foreign exchange rates of $5 million and lower sales in other tire-related businesses of $1 million.
Operating income in the third quarter of 2026 was $66 million, increasing $15 million, or 29.4%, from $51 million in the third quarter of 2025. The increase in operating income was primarily due to favorable price and product mix of $32 million, benefits from the Goodyear Forward plan of $7 million, favorable SAG of $1 million, higher earnings in other tire-related businesses of $1 million and the positive impact of changes in foreign exchange rates of $1 million. These increases were partially offset by higher raw material costs of $22 million and lower tire volume of $7 million.
Operating income in the third quarter of 2026 excluded net rationalization charges of $2 million. Operating income in the third quarter of 2025 excluded asset write-offs, accelerated depreciation and accelerated lease costs of $2 million.
Nine Months Ended September 30, 2026 and 2025
Asia Pacific unit sales in the first nine months of 2026 decreased 0.4 million units, or 1.7%, to 23.3 million units. Replacement tire volume decreased 0.1 million units, or 1.7%, due to the planned rationalization of smaller rim size tire offerings. OE tire volume decreased 0.3 million units, or 1.7%, primarily in China.
Net sales in the first nine months of 2026 were $1,461 million, increasing $27 million, or 1.9%, from $1,434 million in the first nine months of 2025. The increase in net sales was primarily due to favorable price and product mix of $58 million. This increase was partially offset by lower tire volume of $21 million and the negative impact of changes in foreign exchange rates of $7 million.
Operating income in the first nine months of 2026 was $186 million, increasing $47 million, or 33.8%, from $139 million in the first nine months of 2025. The increase in operating income was primarily due to favorable price and product mix of $48 million and benefits from the Goodyear Forward plan of $19 million. These increases were partially offset by higher raw material costs of $14 million and lower tire volume of $6 million.
Operating income in the first nine months of 2026 excluded net rationalization charges of $5 million and asset write-offs, accelerated depreciation and accelerated lease costs of $1 million. Operating income in the first nine months of 2025 excluded net gains on asset sales of $55 million, asset write-offs, accelerated depreciation and accelerated lease costs of $5 million and net rationalization charges of $1 million.
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity are cash generated from our operating and financing activities. Our cash flows from operating activities are driven primarily by our operating results and changes in our working capital requirements and our cash flows from financing activities are dependent upon our ability to access credit or other capital.
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On June 4, 2026, we issued $1,050 million in aggregate principal amount of 8.875% senior notes due 2032. We intend to use the net proceeds from this offering to repay, redeem or repurchase our 4.875% senior notes due 2027 and our 7.625% senior notes due 2027 at or prior to their respective maturity. Pending such repayment, redemption or repurchase, we temporarily applied the proceeds to repay outstanding balances under certain revolving credit facilities.
At September 30, 2026, we had $812 million in cash and cash equivalents, compared to $801 million at December 31, 2025. For the nine months ended September 30, 2026, net cash used for operating activities was $764 million, reflecting our cash used for working capital of $871 million. Net cash used for investing activities was $441 million, primarily representing capital expenditures of $481 million. Net cash provided by financing activities was $1,171 million, primarily due to net borrowings of $1,209 million, including the issuance of $1,050 million of new senior notes.
At September 30, 2026, we had $3,639 million of unused availability under our various credit agreements, compared to $4,421 million at December 31, 2025. The table below presents unused availability under our credit facilities at those dates:
| (In millions) | September 30, 2026 | December 31, 2025 | ||||||||||||
| First lien revolving credit facility | $ | 2,422 | $ | 2,749 | ||||||||||
| European revolving credit facility | 290 | 940 | ||||||||||||
| Chinese credit facilities | 498 | 531 | ||||||||||||
| Mexican credit facility | 200 | — | ||||||||||||
| Other foreign and domestic debt | 229 | 201 | ||||||||||||
| $ | 3,639 | $ | 4,421 | |||||||||||
We have deposited our cash and cash equivalents and entered into various credit agreements and derivative contracts with financial institutions that we considered to be substantial and creditworthy at the time of such transactions. We seek to control our exposure to these financial institutions by diversifying our deposits, credit agreements and derivative contracts across multiple financial institutions, by setting deposit and counterparty credit limits based on long term credit ratings and other indicators of credit risk such as credit default swap spreads and default probabilities, and by monitoring the financial strength of these financial institutions on a regular basis. We also enter into master netting agreements with counterparties when possible. By controlling and monitoring exposure to financial institutions in this manner, we believe that we effectively manage the risk of loss due to nonperformance by a financial institution. However, we cannot provide assurance that we will not experience losses or delays in accessing our deposits or lines of credit due to the nonperformance of a financial institution. Our inability to access our cash deposits or make draws on our lines of credit, or the inability of a counterparty to fulfill its contractual obligations to us, could have a material adverse effect on our liquidity, financial condition or results of operations in the period in which it occurs.
We expect our 2026 full-year cash flow to include capital expenditures of approximately $675 million. We also expect interest expense to be approximately $425 million; rationalization payments to be approximately $210 million; income tax payments to be approximately $175 million, excluding one-time items; and cash contributions to our global pension plans to be approximately $25 million. We expect working capital to be neither a significant source nor significant use of cash for the full year 2026.
We are continuing to actively monitor our liquidity and intend to operate our business in a way that allows us to address our cash flow needs with our existing cash and available credit if they cannot be funded by cash generated from operating or other financing activities. We believe that our liquidity position is adequate to fund our operating and investing needs and debt maturities for the next twelve months and to provide us with the ability to respond to further changes in the business environment.
Our ability to service debt and operational requirements is also dependent, in part, on the ability of our subsidiaries to make distributions of cash to various other entities in our consolidated group, whether in the form of dividends, loans or otherwise. In certain countries where we operate, such as China, South Africa, Serbia and Argentina, transfers of funds into or out of such countries by way of dividends, loans, advances or payments to third-party or affiliated suppliers are generally or periodically subject to certain requirements, such as obtaining approval from the foreign government and/or currency exchange board before net assets can be transferred out of the country. In addition, certain of our credit agreements and other debt instruments limit the ability of foreign subsidiaries to make distributions of cash. Thus, we would have to repay and/or amend these credit agreements and other debt instruments in order to use this cash to service our consolidated debt. Because of the inherent uncertainty of satisfactorily meeting these requirements or limitations, we do not consider the net assets of our subsidiaries, including our Chinese, South African, Serbian and Argentinian subsidiaries, which are subject to such requirements or limitations to be integral to our liquidity or our ability to service our debt and operational requirements. At September 30, 2026, approximately $741 million of net assets, including approximately $195 million of cash and cash equivalents, were subject to
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such requirements. The requirements we must comply with to transfer funds out of China, South Africa, Serbia and Argentina have not adversely impacted our ability to make transfers out of those countries.
Operating Activities
Net cash used for operating activities was $764 million in the first nine months of 2026, compared to $716 million in the first nine months of 2025. The $48 million increase in net cash used for operating activities was primarily due to $376 million in cash received in 2025 for deferred amounts related to our divestitures, partially offset by a lower use of working capital of $339 million.
The decrease in cash used for working capital reflects a decrease in cash used for Inventory of $274 million and Accounts Payable — Trade of $171 million, partially offset by an increase in cash used for Accounts Receivable of $106 million.
Investing Activities
Net cash used for investing activities was $441 million in the first nine months of 2026, compared to net cash provided by investing activities of $663 million in the first nine months of 2025. The $1,104 million increase in net cash used for investing activities was primarily due to cash provided by asset dispositions of $1,332 million in the first nine months of 2025 due to the sale of the OTR tire business and Dunlop brand, as well as other asset dispositions, partially offset by decreased capital expenditures of $168 million.
Financing Activities
Net cash provided by financing activities was $1,171 million in the first nine months of 2026, compared to $92 million in the first nine months of 2025. The $1,079 million increase in cash provided by financing activities was primarily related to net borrowings of $1,209 million in the first nine months of 2026, including the issuance of $1,050 million of new senior notes, compared to net borrowings of $97 million in the first nine months of 2025.
Credit Sources
In aggregate, we had total credit arrangements of $10,939 million available at September 30, 2026, of which $3,639 million were unused, compared to $10,525 million available at December 31, 2025, of which $4,421 million were unused. At September 30, 2026, we had long term credit arrangements totaling $10,252 million, of which $3,326 million were unused, compared to $9,707 million and $4,145 million, respectively, at December 31, 2025. At September 30, 2026, we had short term committed and uncommitted credit arrangements totaling $687 million, of which $313 million were unused, compared to $818 million and $276 million, respectively, at December 31, 2025. The continued availability of the short term uncommitted arrangements is at the discretion of the relevant lenders and may be terminated at any time.
Outstanding Notes
At September 30, 2026, we had $5,423 million of outstanding notes, compared to $4,391 million at December 31, 2025.
$1,050 million 8.875% Senior Notes due 2032
On June 4, 2026, we issued $1,050 million in aggregate principal amount of 8.875% senior notes due 2032. These notes were sold at 100% of the principal amount and will mature on July 15, 2032. These notes are unsecured senior obligations and are guaranteed by our U.S. and Canadian subsidiaries that also guarantee our obligations under our U.S. first lien revolving credit facility described below.
We have the option to redeem these notes, in whole or in part, at any time on or after July 15, 2029 at a redemption price of 104.438%, 102.219% and 100% during the 12-month periods commencing on July 15, 2029, 2030 and 2031 and thereafter, respectively, plus accrued and unpaid interest to the redemption date. Prior to July 15, 2029, we may redeem these notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus a make-whole premium and accrued and unpaid interest to the redemption date. In addition, prior to July 15, 2029, we may redeem up to 35% of the original aggregate principal amount of these notes from the net cash proceeds of certain equity offerings at a redemption price equal to 108.875% of the principal amount plus accrued and unpaid interest to the redemption date.
The terms of the indenture for these notes, among other things, limit our ability and the ability of certain of our subsidiaries to (i) incur certain liens, (ii) engage in sale and leaseback transactions, and (iii) consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. These covenants are subject to significant exceptions and qualifications.
$2.75 billion Amended and Restated First Lien Revolving Credit Facility due 2030
Our amended and restated first lien revolving credit facility matures on May 19, 2030 and is available in the form of loans or letters of credit. Up to $800 million in letters of credit and $50 million of swingline loans are available for issuance under the facility. Subject to the consent of the lenders whose commitments are to be increased, we may request that the facility be increased by up to $250 million.
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Our obligations under the facility are guaranteed by most of our wholly-owned U.S. and Canadian subsidiaries. Our obligations under the facility and our subsidiaries' obligations under the related guarantees are secured by first priority security interests in a variety of collateral. Based on our current liquidity, amounts drawn under this facility bear interest at SOFR plus 125 basis points. Undrawn amounts under the facility are subject to an annual commitment fee of 25 basis points.
Availability under the facility is subject to a borrowing base, which is based on (i) eligible accounts receivable and inventory of The Goodyear Tire & Rubber Company and certain of its U.S. and Canadian subsidiaries, (ii) the greater of 50% of the appraised value, if any, of our principal trademarks or $400 million, (iii) the value of eligible machinery and equipment, and (iv) certain cash in an amount not to exceed $275 million. To the extent that our eligible accounts receivable, inventory and other components of the borrowing base decline in value, our borrowing base will decrease and the availability under the facility may decrease below $2.75 billion. In addition, if the amount of outstanding borrowings and letters of credit under the facility exceeds the borrowing base, we would be required to prepay borrowings and/or cash collateralize letters of credit sufficient to eliminate the excess. As of September 30, 2026, our borrowing base, and therefore our availability under the facility, was $270 million below the facility's stated amount of $2.75 billion.
At September 30, 2026, we had $57 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.
€800 million Amended and Restated Senior Secured European Revolving Credit Facility due 2028
The European revolving credit facility matures on January 14, 2028 and consists of (i) a €180 million German tranche that is available only to Goodyear Germany GmbH and (ii) a €620 million all-borrower tranche that is available to Goodyear Europe B.V. ("GEBV"), Goodyear Germany and Goodyear Operations S.A. Up to €175 million of swingline loans and €75 million in letters of credit are available for issuance under the all-borrower tranche. Subject to the consent of the lenders whose commitments are to be increased, we may request that the facility be increased by up to €200 million. Amounts drawn under this facility will bear interest at SOFR plus 150 basis points for loans denominated in U.S. dollars, EURIBOR plus 150 basis points for loans denominated in euros, and SONIA plus 150 basis points for loans denominated in pounds sterling. Undrawn amounts under the facility are subject to an annual commitment fee of 25 basis points.
At September 30, 2026, there were $204 million (€180 million) of borrowings outstanding under the German tranche, $415 million (€365 million) of borrowings outstanding under the all-borrower tranche, and no letters of credit outstanding under the European revolving credit facility. At December 31, 2025, we had no borrowings and no letters of credit outstanding under the European revolving credit facility.
Both our first lien revolving credit facility and our European revolving credit facility have customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition since December 31, 2024 under the first lien facility and December 31, 2021 under the European facility.
Accounts Receivable Securitization Facility (On-Balance Sheet)
GEBV and certain other of our European subsidiaries are parties to a pan-European accounts receivable securitization facility that expires in 2032. The terms of the facility provide the flexibility to designate annually the maximum amount of funding available under the facility in an amount of not less than €30 million and not more than €450 million. For the period from October 2025 through October 2027, the designated maximum amount of the facility is €300 million.
The facility involves an ongoing daily sale of substantially all of the trade accounts receivable of certain GEBV subsidiaries. These subsidiaries retain servicing responsibilities. Utilization under this facility is based on eligible receivable balances.
The funding commitments under the facility will expire upon the earliest to occur of: (a) October 18, 2032, (b) the non-renewal and expiration (without substitution) of all of the back-up liquidity commitments, (c) the early termination of the facility according to its terms (generally upon an Early Amortisation Event (as defined in the facility), which includes, among other things, events similar to the events of default under our first lien revolving credit facility; certain tax law changes; or certain changes to law, regulation or accounting standards), or (d) our request for early termination of the facility. The facility’s current back-up liquidity commitments will expire in October 2027.
The facility has customary representations, warranties, covenants and Early Amortisation Events. In addition, it is an Early Amortisation Event under the facility if GEBV’s ratio of Consolidated Net GEBV Indebtedness to Consolidated GEBV EBITDA for a period of four consecutive fiscal quarters is greater than 3.0 to 1.0 at the end of any fiscal quarter. This financial covenant is substantially similar to the covenant included in our European revolving credit facility.
At September 30, 2026, the amounts available and utilized under this program totaled $228 million (€200 million). At December 31, 2025, the amounts available and utilized under this program totaled $292 million (€249 million). The program does not qualify for sale accounting, and accordingly, these amounts are included in Long Term Debt and Finance Leases.
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Accounts Receivable Factoring Facilities (Off-Balance Sheet)
We have sold certain of our accounts receivables under off-balance sheet programs. For these programs, we have concluded that there is generally no risk of loss to us from non-payment of the sold receivables. At September 30, 2026, the gross amount of receivables sold was $844 million, compared to $892 million at December 31, 2025.
Letters of Credit
At September 30, 2026, we had $218 million in letters of credit issued under bilateral letter of credit agreements and other foreign credit facilities. The majority of these letter of credit agreements are in lieu of security deposits.
Supplier Financing
We have entered into supplier finance programs with several financial institutions. Under these programs, the financial institutions act as our paying agents with respect to accounts payable due to our suppliers. We agree to pay the financial institutions the stated amount of the confirmed invoices from the designated suppliers on the original due dates of the invoices. Invoice payment terms can be up to 120 days based on industry norms for the specific item purchased. We do not pay any fees to the financial institutions and we do not pledge any assets as security or provide other forms of guarantees for these programs. These programs allow our suppliers to sell their receivables to the financial institutions at the sole discretion of the suppliers and the financial institutions on terms that are negotiated among them. We are not always notified when our suppliers sell receivables under these programs. Our obligations to our suppliers, including the amounts due and scheduled payment dates, are not impacted by our suppliers’ decisions to sell their receivables under these programs. The amounts available under these programs were $899 million and $876 million at September 30, 2026 and December 31, 2025, respectively. The amounts confirmed to the financial institutions were $589 million and $551 million at September 30, 2026 and December 31, 2025, respectively, and are included in Accounts Payable — Trade in our Consolidated Balance Sheets. All activity related to these obligations is presented within operating activities on the Consolidated Statements of Cash Flows.
Further Information
For a further description of the terms of our outstanding notes, first lien revolving credit facility, European revolving credit facility and pan-European accounts receivable securitization facility, refer to Note to the Consolidated Financial Statements No. 16, Financing Arrangements and Derivative Financial Instruments, in our 2025 Form 10‑K and Note to the Consolidated Financial Statements No. 8, Financing Arrangements and Derivative Financial Instruments, in this Form 10-Q.
Covenant Compliance
Our first lien revolving credit facility contains certain covenants that, among other things, limit our ability to incur additional debt or issue redeemable preferred stock, pay dividends, repurchase shares or make certain other restricted payments or investments, incur liens, sell assets, incur restrictions on the ability of our subsidiaries to pay dividends or to make other payments to us, enter into affiliate transactions, engage in sale and leaseback transactions, and consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. The indentures governing our notes also contain certain covenants that, among other things, limit our ability to incur liens, engage in sale and leaseback transactions, and consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. These covenants are subject to significant exceptions and qualifications. Our first lien revolving credit facility and the indentures governing our notes also have customary defaults, including cross-defaults to material indebtedness of Goodyear and its subsidiaries.
We have an additional financial covenant in our first lien revolving credit facility that is currently not applicable. We become subject to that financial covenant when the aggregate amount of our Parent Company (The Goodyear Tire & Rubber Company) and guarantor subsidiaries cash and cash equivalents (“Available Cash”) plus our availability under our first lien revolving credit facility is less than $275 million. If this were to occur, our ratio of EBITDA to Consolidated Interest Expense may not be less than 2.0 to 1.0 for the most recent period of four consecutive fiscal quarters. As of September 30, 2026, our unused availability under this facility of $2,422 million, plus our Available Cash of $54 million, totaled $2,476 million, which is in excess of $275 million.
In addition, our European revolving credit facility contains non-financial covenants similar to the non-financial covenants in our first lien revolving credit facility that are described above, similar non-financial covenants specifically applicable to GEBV and its subsidiaries, and a financial covenant applicable only to GEBV and its subsidiaries. This financial covenant provides that we are not permitted to allow GEBV’s ratio of Consolidated Net GEBV Indebtedness to Consolidated GEBV EBITDA for a period of four consecutive fiscal quarters to be greater than 3.0 to 1.0 at the end of any fiscal quarter. Consolidated Net GEBV Indebtedness is determined net of the sum of cash and cash equivalents in excess of $100 million held by GEBV and its subsidiaries, cash and cash equivalents in excess of $150 million held by the Parent Company and its U.S. subsidiaries, and availability under our first lien revolving credit facility if the ratio of EBITDA to Consolidated Interest Expense described above is not applicable and the conditions to borrowing under the first lien revolving credit facility are met. Consolidated Net GEBV Indebtedness also excludes loans from other consolidated Goodyear entities. This financial covenant is also included in
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our pan-European accounts receivable securitization facility. At September 30, 2026, we were in compliance with this financial covenant.
Our credit facilities also state that we may only incur additional debt or make restricted payments that are not otherwise expressly permitted if, after giving effect to the debt incurrence or the restricted payment, our ratio of EBITDA to Consolidated Interest Expense for the prior four fiscal quarters would exceed 2.0 to 1.0. Our credit facilities also permit the incurrence of additional debt through other provisions in those agreements without regard to our ability to satisfy the ratio-based incurrence test described above. We believe that these other provisions provide us with sufficient flexibility to incur additional debt necessary to meet our operating, investing and financing needs without regard to our ability to satisfy the ratio-based incurrence test.
Covenants could change based upon a refinancing or amendment of an existing facility, or additional covenants may be added in connection with the incurrence of new debt.
At September 30, 2026, we were in compliance with the currently applicable material covenants imposed by our principal credit facilities and indentures.
The terms “Available Cash,” “EBITDA,” “Consolidated Interest Expense,” “Consolidated Net GEBV Indebtedness” and “Consolidated GEBV EBITDA” have the meanings given them in the respective credit facilities.
Potential Future Financings
In addition to the financing activities described above, we may seek to undertake additional financing actions which could include restructuring bank debt or capital markets transactions, possibly including the issuance of additional debt or equity. Given the inherent uncertainty of market conditions, access to the capital markets cannot be assured.
Our future liquidity requirements may make it necessary for us to incur additional debt. However, a substantial portion of our assets are already subject to liens securing our indebtedness. As a result, we are limited in our ability to pledge our remaining assets as security for additional secured indebtedness. In addition, no assurance can be given as to our ability to raise additional unsecured debt.
Dividends and Common Stock Repurchases
Under our primary credit facilities, we are permitted to pay dividends on and repurchase our capital stock (which constitute restricted payments) as long as no default will have occurred and be continuing, additional indebtedness can be incurred under the credit facilities following the payment, and certain financial tests are satisfied.
We may repurchase shares delivered to us by employees as payment for the exercise price of stock options and the withholding taxes due upon the exercise of stock options or the vesting or payment of stock awards. During the first nine months of 2026, we did not repurchase any shares from employees.
We do not have any current plans to pay dividends on our common stock or establish a common stock repurchase program.
Asset Dispositions
Historically, the restrictions on asset sales and sale and leaseback transactions imposed by our material indebtedness have not affected our ability to divest non-core businesses or assets. We may undertake additional asset sales and sale and leaseback transactions in the future. The restrictions imposed by our material indebtedness may require us to seek waivers or amendments of covenants or alternative sources of financing to proceed with future transactions. We cannot assure you that such waivers, amendments or alternative financing could be obtained, or if obtained, would be on terms acceptable to us.
Supplemental Guarantor Financial Information
Certain of our subsidiaries, which are listed on Exhibit 22.1 to this Quarterly Report on Form 10-Q and are generally holding or operating companies, have guaranteed our obligations under the $700 million outstanding principal amount of 4.875% senior notes due 2027, the $850 million outstanding principal amount of 5% senior notes due 2029, the $500 million outstanding principal amount of 6.625% senior notes due 2030, the $550 million outstanding principal amount of 5.25% senior notes due April 2031, the $600 million outstanding principal amount of 5.25% senior notes due July 2031, the $1,050 million outstanding principal amount of 8.875% senior notes due 2032 and the $450 million outstanding principal amount of 5.625% senior notes due 2033 (collectively, the “Notes”).
The Notes have been issued by The Goodyear Tire & Rubber Company (the “Parent Company”) and are its senior unsecured obligations. The Notes rank equally in right of payment with all of our existing and future senior unsecured obligations and senior to any of our future subordinated indebtedness. The Notes are effectively subordinated to our existing and future secured indebtedness to the extent of the assets securing that indebtedness. The Notes are fully and unconditionally guaranteed on a joint and several basis by each of our wholly-owned U.S. and Canadian subsidiaries that also guarantee our obligations under our first lien revolving credit facility (such guarantees, the “Guarantees”; and, such guaranteeing subsidiaries, the “Subsidiary
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Guarantors”). The Guarantees are senior unsecured obligations of the Subsidiary Guarantors and rank equally in right of payment with all existing and future senior unsecured obligations of our Subsidiary Guarantors. The Guarantees are effectively subordinated to existing and future secured indebtedness of the Subsidiary Guarantors to the extent of the assets securing that indebtedness.
The Notes are structurally subordinated to all of the existing and future debt and other liabilities, including trade payables, of our subsidiaries that do not guarantee the Notes (the “Non-Guarantor Subsidiaries”). The Non-Guarantor Subsidiaries will have no obligation, contingent or otherwise, to pay amounts due under the Notes or to make funds available to pay those amounts. Certain Non-Guarantor Subsidiaries are limited in their ability to remit funds to us by means of dividends, advances or loans due to required foreign government and/or currency exchange board approvals or limitations in credit agreements or other debt instruments of those subsidiaries.
The Subsidiary Guarantors, as primary obligors and not merely as sureties, jointly and severally irrevocably and unconditionally guarantee on a senior unsecured basis the performance and full and punctual payment when due of all obligations of the Parent Company under the Notes and the related indentures, whether for payment of principal of or interest on the Notes, expenses, indemnification or otherwise. The Guarantees of the Subsidiary Guarantors are subject to release in limited circumstances only upon the occurrence of certain customary conditions.
Although the Guarantees provide the holders of Notes with a direct unsecured claim against the assets of the Subsidiary Guarantors, under U.S. federal bankruptcy law and comparable provisions of U.S. state fraudulent transfer laws, in certain circumstances a court could cancel a Guarantee and order the return of any payments made thereunder to the Subsidiary Guarantor or to a fund for the benefit of its creditors.
A court might take these actions if it found, among other things, that when the Subsidiary Guarantors incurred the debt evidenced by their Guarantee (i) they received less than reasonably equivalent value or fair consideration for the incurrence of the debt and (ii) any one of the following conditions was satisfied:
•the Subsidiary Guarantor was insolvent or rendered insolvent by reason of the incurrence;
•the Subsidiary Guarantor was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or
•the Subsidiary Guarantor intended to incur, or believed (or reasonably should have believed) that it would incur, debts beyond its ability to pay as those debts matured.
In applying the above factors, a court would likely find that a Subsidiary Guarantor did not receive fair consideration or reasonably equivalent value for its Guarantee, except to the extent that it benefited directly or indirectly from the issuance of the Notes. The determination of whether a guarantor was or was not rendered “insolvent” when it entered into its guarantee will vary depending on the law of the jurisdiction being applied. Generally, an entity would be considered insolvent if the sum of its debts (including contingent or unliquidated debts) is greater than all of its assets at a fair valuation or if the present fair salable value of its assets is less than the amount that will be required to pay its probable liability on its existing debts, including contingent or unliquidated debts, as they mature.
Under Canadian federal bankruptcy and insolvency laws and comparable provincial laws on preferences, fraudulent conveyances or other challengeable or voidable transactions, the Guarantees could be challenged as a preference, fraudulent conveyance, transfer at undervalue or other challengeable or voidable transaction. The test to be applied varies among the different pieces of legislation, but as a general matter these types of challenges may arise in circumstances where:
•such action was intended to defeat, hinder, delay, defraud or prejudice creditors or others;
•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.
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In addition, in certain insolvency proceedings a Canadian court may subordinate claims in respect of the Guarantees to other claims against a Subsidiary Guarantor under the principle of equitable subordination if the court determines that (1) the holder of Notes engaged in some type of inequitable or improper conduct, (2) the inequitable or improper conduct resulted in injury to other creditors or conferred an unfair advantage upon the holder of Notes and (3) equitable subordination is not inconsistent with the provisions of the relevant solvency statute.
If a court canceled a Guarantee, the holders of Notes would no longer have a claim against that Subsidiary Guarantor or its assets.
Each Guarantee is limited, by its terms, to an amount not to exceed the maximum amount that can be guaranteed by the applicable Subsidiary Guarantor without rendering the Guarantee, as it relates to that Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
Each Subsidiary Guarantor is a consolidated subsidiary of the Parent Company at the date of each balance sheet presented. The following tables present summarized financial information for the Parent Company and the Subsidiary Guarantors on a combined basis after elimination of (i) intercompany transactions and balances among the Parent Company and the Subsidiary Guarantors and (ii) equity in earnings from and investments in any Non-Guarantor Subsidiary.
| Summarized Balance Sheets | ||||||||||||||
| (In millions) | September 30, 2026 | December 31, 2025 | ||||||||||||
Total Current Assets(1) | $ | 5,258 | $ | 5,058 | ||||||||||
| Total Non-Current Assets | 5,781 | 5,948 | ||||||||||||
| Total Current Liabilities | $ | 3,510 | $ | 3,121 | ||||||||||
| Total Non-Current Liabilities | 7,007 | 6,929 | ||||||||||||
(1)Includes receivables due from Non-Guarantor Subsidiaries of $1,537 million and $1,574 million as of September 30, 2026 and December 31, 2025, respectively. | ||||||||||||||
| Summarized Statements of Operations | ||||||||||||||
| (In millions) | Nine Months Ended September 30, 2026 | Year Ended December 31, 2025 | ||||||||||||
| Net Sales | $ | 6,433 | $ | 10,348 | ||||||||||
| Cost of Goods Sold | 5,592 | 8,530 | ||||||||||||
| Selling, Administrative and General Expense | 1,124 | 1,505 | ||||||||||||
| Goodwill Impairment | — | 674 | ||||||||||||
| Rationalizations | 144 | 133 | ||||||||||||
| Interest Expense | 262 | 385 | ||||||||||||
Other (Income) Expense | (177) | (159) | ||||||||||||
| Net (Gain) Loss on Asset Sales | (9) | (254) | ||||||||||||
Income (Loss) before Income Taxes | $ | (503) | $ | (466) | ||||||||||
Net Income (Loss)(2) | $ | (532) | $ | (1,851) | ||||||||||
Goodyear Net Income (Loss)(2) | $ | (532) | $ | (1,851) | ||||||||||
(2)Includes income from intercompany transactions with Non-Guarantor Subsidiaries of $397 million for the nine months ended September 30, 2026, primarily from royalties, intercompany product sales, dividends and interest, and $557 million for the year ended December 31, 2025, primarily from royalties, dividends, interest and intercompany product sales. | ||||||||||||||
CRITICAL ACCOUNTING POLICIES
Goodwill and Intangible Assets. Goodwill and indefinite-lived intangible assets are tested for impairment annually or more frequently if an indicator of impairment is present. Intangible assets with finite lives are amortized over their useful lives and
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are reviewed for impairment whenever events or circumstances warrant such review. Goodwill and intangible assets are written down to fair value if considered impaired.
Goodwill and Intangible Assets totaled $44 million and $640 million, respectively, at September 30, 2026, compared to $42 million and $663 million, respectively, at December 31, 2025. All goodwill was associated with the reporting unit in our Asia Pacific segment at September 30, 2026 and December 31, 2025.
Goodwill and intangible assets with indefinite useful lives are not amortized but are assessed for impairment annually on October 31 with the option to perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of the reporting unit or indefinite-lived intangible asset to its carrying value. In addition to the annual assessment, impairment evaluation is considered during interim periods when events occur or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. During our annual impairment assessment and in subsequent interim periods, we review events that occur or circumstances that change, including the macroeconomic environment, our business performance and our market capitalization, to determine if a quantitative impairment assessment is necessary. We review our business performance and the macroeconomic environment against our recent expectations and evaluate book value compared to market capitalization, including fluctuations in our stock price, to determine if this could be an indicator of potential impairment. Consideration is given as to whether a fluctuation in our stock price is a result of current market conditions, due to a transitory event or an event that is expected to continue to affect us, or is consistent with our historical stock price volatility. We also consider these factors compared to the results of our most recent quantitative impairment assessment.
Under the qualitative assessment, we assess whether it is more likely than not (defined as a likelihood of more than 50%) that the fair value of our goodwill or indefinite-lived intangible assets is less than the respective carrying values. If it is more likely than not that an impairment exists, then a quantitative impairment assessment is performed. If under the quantitative assessment the fair value is less than the carrying value, an impairment loss will be recorded for the difference between the carrying value and the fair value. Under the quantitative assessment, we estimate the fair value of goodwill using the discounted cash flows of a reporting unit. For indefinite-lived intangible assets we estimate the fair value using discounted cash flows following a relief-from-royalty method utilizing a market-based royalty rate. Forecasts of future cash flows are based on our best estimate of projected revenue and projected operating margin, based primarily on sales and production volume, pricing, raw material costs, market share, industry outlook, general economic conditions, and certain strategic actions we plan to implement. Cash flows are discounted using our weighted average cost of capital.
As part of our annual impairment analysis as of October 31, 2025, we completed a qualitative impairment analysis of our Asia Pacific reporting unit. After considering the results of our most recent quantitative annual testing, the capital markets environment, macroeconomic conditions, tire industry competition and trends, our results of operations, and other factors, we concluded that it was not more likely than not that the fair value of our Asia Pacific reporting unit was less than the carrying value and, therefore, did not perform a quantitative analysis.
As part of our quarterly impairment analysis as of June 30, 2026, we completed a quantitative impairment analysis of our indefinite-lived intangible assets to determine if their fair values were less than their carrying amounts. Based on the results of the quantitative impairment assessments, the Company determined that no impairment was required as the estimated fair values of our indefinite-lived intangible assets exceeded or approximated their respective carrying values. We identified $435 million of indefinite-lived intangible assets related to the Cooper Tire acquisition for which the estimated fair values approximated their respective carrying values. We determined the fair value of the indefinite-lived intangible assets using the relief-from-royalty method, which calculates the cost savings associated with owning rather than licensing the assets. The most critical assumptions used in the calculation of the fair value are projected revenue, discount rate and royalty rate.
In the third quarter of 2026, macroeconomic factors and geopolitical events continued to have an adverse impact on our results and contributed to the decline in our replacement volume. We considered the impact on the fair value of our goodwill reporting unit and indefinite-lived intangible assets. During this review, we considered the nature and extent of current market conditions, forecasts for reporting units and individual brands, as well as the quantitative analysis performed during our annual 2025 impairment test and the interim quantitative assessment performed in the second quarter of 2026. Based on our review of external and internal factors compared to our latest quantitative assessment, we determined it was not more likely than not that the fair value of our goodwill or indefinite-lived intangible assets is less than the respective carrying value, and thus, a triggering event had not occurred which would require an interim impairment test to be performed. We will continue to monitor our results and market conditions to determine if a future analysis would be required. The fair value of the indefinite-lived intangible assets is sensitive to differences between estimated and actual revenue, including changes in the discount rate and royalty rate used to evaluate the fair value of these assets. Although we believe our estimate of fair value is reasonable, the indefinite-lived intangible asset performance is dependent on our ability to execute our business plan. If our future financial performance falls below our expectations, which may include a continued and sustained decline in volumes, or there are adverse revisions to significant assumptions, including projected revenues, discount rates or royalty rates, this could be indicative that the fair values of these indefinite-lived intangible assets have declined below their carrying values, and therefore we may need to record a material, non-cash impairment charge in a future period.
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FORWARD-LOOKING INFORMATION — SAFE HARBOR STATEMENT
Certain information in this Form 10-Q (other than historical data and information) may constitute forward-looking statements regarding events and trends that may affect our future operating results and financial position. The words “estimate,” “expect,” “intend” and “project,” as well as other words or expressions of similar meaning, are intended to identify forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Such statements are based on current expectations and assumptions, are inherently uncertain, are subject to risks and should be viewed with caution. Actual results and experience may differ materially from the forward-looking statements as a result of many factors, including:
•if we do not successfully implement 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;
•we have substantial fixed costs and, as a result, our operating income fluctuates disproportionately with changes in our net sales;
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•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.
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.
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ITEM 3. 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. 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. Approximately 70% of our raw materials are petroleum-based, the cost of which may be affected by fluctuations in the price of oil. We currently do not hedge commodity prices. We do, however, use various strategies to partially offset cost increases for raw materials, including centralizing purchases of raw materials through our global procurement organization in an effort to leverage our purchasing power, expanding our capabilities to substitute lower cost raw materials, and reducing the amount of material required in each tire.
Interest Rate Risk
We continuously monitor our fixed and floating rate debt mix. Within defined limitations, we manage the mix using refinancing. At September 30, 2026, approximately 19% of our debt was at variable interest rates averaging 6.10%.
The following table presents information about long term fixed rate debt, excluding finance leases, at September 30, 2026:
| (In millions) | ||||||||
| Carrying amount — liability | $ | 5,513 | ||||||
| Fair value — liability | 5,071 | |||||||
| Pro forma fair value — liability | 5,231 | |||||||
The pro forma information assumes a 100 basis point decrease in market interest rates at September 30, 2026, and reflects the estimated fair value of fixed rate debt outstanding at that date under that assumption. The sensitivity of our fixed rate debt to changes in interest rates was determined using current market pricing models.
Foreign Currency Exchange Risk
We enter into foreign currency contracts in order to reduce the impact of changes in foreign exchange rates on our consolidated results of operations and future foreign currency-denominated cash flows. These contracts reduce exposure to currency movements affecting existing foreign currency-denominated assets, liabilities, firm commitments and forecasted transactions resulting primarily from trade purchases and sales, equipment acquisitions, intercompany loans and royalty agreements. Contracts hedging short term trade receivables and payables normally have no hedging designation.
The following table presents net foreign currency contract information at September 30, 2026:
| (In millions) | ||||||||
| Fair value — asset (liability) | $ | 18 | ||||||
| Pro forma decrease in fair value | (185) | |||||||
| Contract maturities | 10/26-9/27 | |||||||
The pro forma decrease in fair value assumes a 10% adverse change in underlying foreign exchange rates at September 30, 2026, and reflects the estimated change in the fair value of contracts outstanding at that date under that assumption. The sensitivity of our foreign currency positions to changes in exchange rates was determined using current market pricing models.
Fair values are recognized on the Consolidated Balance Sheet at September 30, 2026 as follows:
| (In millions) | ||||||||
| Current asset (liability): | ||||||||
| Accounts receivable | $ | 32 | ||||||
| Other current liabilities | (14) | |||||||
For further information on foreign currency contracts, refer to Note to the Consolidated Financial Statements No. 8, Financing Arrangements and Derivative Financial Instruments. 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.
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ITEM 4. CONTROLS AND PROCEDURES.
Management’s Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures” which, consistent with Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, we define to mean controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure.
Our management, with the participation of our principal executive and financial officers, has evaluated the effectiveness of our disclosure controls and procedures. Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of September 30, 2026 (the end of the period covered by this Quarterly Report on Form 10-Q).
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Asbestos Litigation
As reported in our Form 10-K for the year ended December 31, 2025 ("2025 Form 10-K"), we were one of numerous defendants in legal proceedings in certain state and federal courts involving approximately 30,400 claimants relating to their alleged exposure to materials containing asbestos in products allegedly manufactured by us or asbestos materials present in our facilities. During the first nine months of 2026, approximately 800 claims were filed against us and approximately 2,700 were settled or dismissed. The amounts expended on asbestos defense and claim resolution by us and our insurers during the first nine months of 2026 was $11 million. At September 30, 2026, there were approximately 28,500 asbestos claims pending against us. The plaintiffs are seeking unspecified actual and punitive damages and other relief. Refer to Note to the Consolidated Financial Statements No. 12, Commitments and Contingent Liabilities, for additional information on asbestos litigation.
Other Matters
In addition to the legal proceedings described above and in our 2025 Form 10-K and quarterly reports on Form 10-Q, 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. Based on available information and other than as described in our 2025 Form 10-K and quarterly reports on Form 10-Q, we do not consider any such action, assessment, claim, investigation or proceeding to be material, within the meaning of that term as used in Item 103 of Regulation S-K and the instructions thereto. 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).
For additional information regarding our legal proceedings, refer to Note to the Consolidated Financial Statements No. 20, Commitments and Contingent Liabilities, and Part I, Item 3, Legal Proceedings, in our 2025 Form 10-K, Part II, Item 1, Legal Proceedings, in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, Part II, Item 1, Legal Proceedings, in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, and Note to the Consolidated Financial Statements No. 12, Commitments and Contingent Liabilities, in this Form 10-Q.
ITEM 1A. RISK FACTORS.
Refer to “Item 1A. Risk Factors” in our 2025 Form 10-K for a discussion of our risk factors.
ITEM 5. OTHER INFORMATION.
During the quarterly period ended September 30, 2026, none of our directors or officers informed us of the adoption termination
ITEM 6. EXHIBITS.
Refer to the Index of Exhibits, which is by specific reference incorporated into and made a part of this Quarterly Report on Form 10-Q.
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Quarterly Report on Form 10-Q
For the Quarter Ended September 30, 2026
INDEX OF EXHIBITS
Exhibit Table Item No. | Description of Exhibit | Exhibit Number | |||||||||||||||
| 10 | Material Contracts | ||||||||||||||||
| (a) | 10.1 | ||||||||||||||||
| 22 | Subsidiary Guarantors of Guaranteed Securities | ||||||||||||||||
| (a) | 22.1 | ||||||||||||||||
| 31 | Rule 13a-14(a) Certifications | ||||||||||||||||
| (a) | 31.1 | ||||||||||||||||
| (b) | 31.2 | ||||||||||||||||
| 32 | Section 1350 Certifications | ||||||||||||||||
| (a) | 32.1 | ||||||||||||||||
| 101 | Interactive Data Files | ||||||||||||||||
| XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | 101.INS | ||||||||||||||||
| Inline XBRL Taxonomy Extension Schema Document. | 101.SCH | ||||||||||||||||
| 104 | Cover Page Interactive Data File | ||||||||||||||||
The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted in Inline XBRL (included as Exhibit 101). | |||||||||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| THE GOODYEAR TIRE & RUBBER COMPANY | |||||||||||
| (Registrant) | |||||||||||
| Date: | November 5, 2026 | By | /s/ STEPHEN F. SHAMROCK | ||||||||
| Stephen F. Shamrock, Vice President and Controller (Signing on behalf of the Registrant as a duly authorized officer of the Registrant and signing as the Principal Accounting Officer of the Registrant.) | |||||||||||
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EXHIBIT 10.1
August 3, 2026
Gregory Boucharlat
Senior Vice President, Global Commercial
Re: Retention Bonus Agreement
Dear Gregory,
As a key member of the Senior Leadership Team, we would like to acknowledge your contributions and ensure your further commitment toward the success of our Company. Therefore, you have been selected to participate in an individually designed incentive program.
As such, we are providing you with a special retention incentive arrangement as outlined in this letter agreement. Under this agreement, you will be eligible to receive a grant for a value in total of $500,000 USD gross, the “Retention Bonus”, payable $250,000 USD in December 2026 and $250,000 USD in December 2027.
In order to receive the Retention Bonus, you must remain an associate of the Company and actively provide services required of you through at least December 31, 2027, the “Retention Date,” subject to the terms and conditions contained herein.
Assuming all conditions are met, the Retention Bonus will be paid $250,000 USD in December 2026 and $250,000 USD in December 2027. The Retention Bonus payments will be administered and taxed in accordance with the applicable tax, social security, and payroll arrangements in effect at the time of payment. The Retention Bonus is exceptional, discretionary, and non-recurring, and does not constitute a regular salary component nor create any entitlement to future similar payments. The Retention Bonus will not be considered part of your regular compensation for purposes of calculating retirement, pension, social security, assignment-related allowances, severance, bonuses, or any other compensation-based benefits, except to the extent required by applicable law.
The Company will in principle grant warrants, wholly or partly for the underlying value of the variable Retention Bonus, in accordance with the terms and conditions applicable to the Company's variable compensation programmes and subject to applicable law. For the avoidance of doubt, the remaining cash part of the Retention Bonus is exclusive of, and in addition to, any statutory or contractual holiday pay that may become due under applicable law.
As part of this agreement, you agree to continue to follow the policies and procedures established by the Company, which may change from time to time, the work directions from your supervisor/manager and others in Goodyear’s management, and the provisions set forth herein. Payment of the Retention Bonus will be subject to the Company being satisfied (in its sole and exclusive judgment) with (1) your cooperation, diligence and loyalty through the Retention Dates, (2) your performance through the Retention Date, (3) your compliance with company policies, including maintenance of confidentiality of information through the Retention Date, and (4) the continuation of your active employment with the Company through the Retention Date.
This agreement is not an employment contract and nothing in this letter alters your employment relationship with the Company.
The nature of your separation from the Company may, however, impact your eligibility to receive payment of the Retention Bonus. If you decide to voluntarily leave or resign from Goodyear prior to the Retention Date, you will no longer be eligible to receive any unpaid Retention Bonus and you will have to reimburse in full the amount of any paid Retention Bonus.
If the Company terminates your employment prior to the Retention Date for other than cause, you will be entitled to receive the pro rata amount of the Retention Bonus that is unpaid as of the date of your separation, in accordance with the terms of this agreement. In no event shall such termination entitle you to payment of the full $500,000 USD Retention Bonus.
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For purposes of this paragraph, and as explicitly agreed upon between the parties, “cause” means (i) the continued failure by you to substantially perform your duties with the Company or its affiliates (other than any such failure resulting from your incapacity due to physical or mental illness), (ii) the engaging by you in conduct which is demonstrably injurious to the Company or its affiliates, monetarily or otherwise, (iii) your committing any felony or any crime involving fraud, breach of trust or misappropriation, (iv) any breach or violation of any policy or agreement relating to your employment with the Company or its affiliates where the Human Capital & Compensation Committee, in its sole but reasonable discretion, determines that such breach or violation materially and adversely affects the Company or any affiliate, or (v) any termination for cause as defined in the applicable laws.
If the Company terminates your employment prior to the Retention Date for cause, you will not receive any unpaid Retention Bonus and you will have to reimburse in full the amount of any paid Retention Bonus. You expressly accept that the reimbursed amount of the Retention Bonus might be compensated with any amount due by Goodyear following the end of the employment agreement.
In the event of your death or permanent disability prior to the Retention Date, you (or your estate as may be applicable) will receive a pro-rata portion of any unpaid Retention Bonus, pro-rated to your last day worked. For purposes of this agreement, disability is defined in accordance with the Company’s long-term disability plan.
Goodyear shall not be responsible for any fluctuations in exchange rates between the date of grant and the date of payment of the Retention Bonus. Any amount paid in local currency, if applicable, may therefore vary depending on the applicable exchange rate at the time of payment.
Please take the time to review this agreement carefully and address any questions you may have to me. If you wish to accept the foregoing offer, please sign and date below and return to me within five (5) days from the date of this letter. Please keep a copy of this agreement for your files.
We thank you in advance for your efforts!
Sincerely,
The Goodyear Tire & Rubber Company
/s/ Nicole Gray
Nicole Gray
SVP, Chief Human Resources Officer
Goodyear Operations SA (Belgian Branch)
/s/ François Colin de Verdière
François Colin de Verdière
Authorized Representative
AGREED AND ACKNOWLEDGED
I have read and agree to the terms of the above letter.
Gregory Boucharlat
/s/ Gregory Boucharlat August 11, 2026
___________________________________________________
Signature Date
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EXHIBIT 22.1
LIST OF SUBSIDIARY GUARANTORS
The following subsidiaries of The Goodyear Tire & Rubber Company (the "Parent Company") were, as of September 30, 2026, guarantors of the Company's 4.875% senior notes due 2027, 5% senior notes due 2029, 6.625% senior notes due 2030, 5.25% senior notes due April 2031, 5.25% senior notes due July 2031, 8.875% senior notes due 2032 and 5.625% senior notes due 2033:
NAME OF SUBSIDIARY | PLACE OF INCORPORATION OR ORGANIZATION | ||||
| Celeron Corporation | Delaware | ||||
| Cooper International Holding Corporation | Delaware | ||||
| Cooper Tire & Rubber Company LLC | Delaware | ||||
| Cooper Tire & Rubber Company Vietnam Holding, LLC | Delaware | ||||
| Cooper Tire Holding Company | Ohio | ||||
| Divested Companies Holding Company | Delaware | ||||
| Divested Litchfield Park Properties, Inc. | Arizona | ||||
| Goodyear Canada Inc. | Ontario, Canada | ||||
| Goodyear Export Inc. | Delaware | ||||
| Goodyear Farms, Inc. | Arizona | ||||
| Goodyear International Corporation | Delaware | ||||
| Goodyear Western Hemisphere Corporation | Delaware | ||||
| Max-Trac Tire Co., Inc. | Ohio | ||||
| Raben Tire Co., LLC | Indiana | ||||
| T&WA, Inc. | Kentucky | ||||
| Wingfoot Brands LLC | Delaware | ||||
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EXHIBIT 31.1
CERTIFICATION
I, Mark W. Stewart, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of The Goodyear Tire & Rubber Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 5, 2026
/s/ MARK W. STEWART | |||||
| Mark W. Stewart Chief Executive Officer and President (Principal Executive Officer) | |||||
EXHIBIT 31.2
CERTIFICATION
I, Scott M. Deakin, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of The Goodyear Tire & Rubber Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 5, 2026
/s/ SCOTT M. DEAKIN | |||||
| Scott M. Deakin Interim Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||
EXHIBIT 32.1
CERTIFICATION
Pursuant to Section 1350, Chapter 63 of Title 18, United States Code
Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, each of the undersigned officers of The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), hereby certifies with respect to the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2026, as filed with the Securities and Exchange Commission (the “10-Q Report”) that to their knowledge:
(1)the 10-Q Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the 10-Q Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 5, 2026 | /s/ MARK W. STEWART | ||||||||||
| Mark W. Stewart | |||||||||||
| Chief Executive Officer and President | |||||||||||
| The Goodyear Tire & Rubber Company | |||||||||||
Dated: November 5, 2026 | /s/ SCOTT M. DEAKIN | ||||||||||
| Scott M. Deakin | |||||||||||
| Interim Executive Vice President and Chief Financial Officer | |||||||||||
| The Goodyear Tire & Rubber Company | |||||||||||