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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 ~~March~~June 3130, 2024

Commission File Number: 1-1927

THE GOODYEAR TIRE & RUBBER COMPANY

(Exact Name of Registrant as Specified in Its Charter)

    Ohio

    34-0253240

    (State or Other Jurisdiction of
Incorporation or Organization)

    (I.R.S. Employer
Identification No.)


200 Innovation Way, Akron, Ohio		44316-0001
(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

    Common Stock, Without Par Value

    GT

    The Nasdaq Stock Market LLC

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.

Yes ☑ No ☐

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).

Yes ☑ No ☐

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.


Large accelerated filer	☑	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 ~~April~~June 30, 2024: 284,687,007

Table of Contents

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 1A. RISK FACTORS
	ITEM 5. OTHER INFORMATION
EX-10.1
EX-22.1
EX-31.1
EX-31.2
EX-32.1
EX-101.INS INSTANCE DOCUMENT
EX-101.SCH SCHEMA DOCUMENT
EX-104

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Six Months Ended
	March 31,
	June 30,						June 30,
(In millions, except per share amounts)	2024			2023			2024			2023
Net Sales (Note 2)	$	4,~~537~~570		$	4,~~941~~867		$	9,107		$	9,808
Cost of Goods Sold		3,~~715~~622			4,~~193~~123			7,337			8,316
Selling, Administrative and General Expense		~~696~~731			~~664~~708			1,427			1,372
Rationalizations (Note 3)		2219			3272			41			104
Interest Expense		~~126~~130			~~127~~138			256			265
Other (Income) Expense (Note 4)		30(72	)		2536			(42	)		61
Loss before Income Taxes		(52	)		(100	)
Income (Loss) before Income Taxes		140			(210	)		88			(310	)
United States and Foreign Tax Expense (Benefit) (Note 5)		660			(12	)		66			(3	)
Net Loss		(58	)		(99	)
Net Income (Loss)		80			(208	)		22			(307	)
Less: Minority Shareholders’ Net Income (Loss)		(15	)		2—			(6	)		2
Goodyear Net Loss	$	(57	)	$	(101	)
Goodyear Net Income (Loss)	$	85		$	(208	)	$	28		$	(309	)
Goodyear Net Loss — Per Share of Common Stock
Goodyear Net Income (Loss) — Per Share of Common Stock
Basic	$	(0.2030	)	$	(0.3573	)	$	0.10		$	(1.08	)
Weighted Average Shares Outstanding (Note 6)		~~286~~287			285			286			285
Diluted	$	(0.2030	)	$	(0.3573	)	$	0.10		$	(1.08	)
Weighted Average Shares Outstanding (Note 6)		~~286~~288			285			288			285

The accompanying notes are an integral part of these consolidated financial statements.

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended						Six Months Ended
	March 31,
	June 30,						June 30,
(In millions)	2024			2023			2024			2023
Net Income (Loss)	$	~~(58~~80	)	$	(99208	)	$	22		$	(307	)
Other Comprehensive Income (Loss):
Foreign currency translation, net of tax of ($2) in 2024 ($1 in 2023)		(9	)		37
Foreign currency translation, net of tax of ($1) and ($3) in 2024 ($1 and $2 in 2023)		(50	)		(4	)		(59	)		33
Defined benefit plans:
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $7 in 2024 ($7 in 2023)		21			21
Amortization of prior service cost and unrecognized gains and losses included in total benefit cost, net of tax of $6 and $13 in 2024 ($6 and $13 in 2023)		20			20			41			41
Change in net actuarial losses, net of tax of $1 in 2024 (($2) in 2023)		4			(2	)
Change in net actuarial losses, net of tax of $6 and $7 in 2024 ($5 and $3 in 2023)		6			13			10			11
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures, net of tax of ($1) in 2024 ($0 in 2023)		(4	)		—
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures, net of tax of $0 and ($1) in 2024 ($8 and $8 in 2023)		—			28			(4	)		28
Deferred derivative gains (losses), net of tax of $0 in 2024 (($1) in 2023)		—			(2	)
Deferred derivative gains (losses), net of tax of $0 and $0 in 2024 ($0 and ($1) in 2023)		—			(2	)		—			(4	)
Reclassification adjustment for amounts recognized in income, net of tax of $0 in 2024 ($0 in 2023)		1			—
Reclassification adjustment for amounts recognized in income, net of tax of $0 and $0 in 2024 ($0 and $0 in 2023)		—			—			1			—
Other Comprehensive Income (Loss)		13(24	)		5455			(11	)		109
Comprehensive Income (Loss)		~~(45~~56	)		(45153	)		11			(198	)
Less: Comprehensive Income (Loss) Attributable to Minority Shareholders		(46	)		5(1	)		(10	)		4
Goodyear Comprehensive Income (Loss)	$	~~(41~~62	)	$	(50152	)	$	21		$	(202	)

The accompanying notes are an integral part of these consolidated financial statements.

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31,			December 31,
	June 30,			December 31,
(In millions, except share data)	2024			2023
Assets:
Current Assets:
Cash and Cash Equivalents	$	~~893~~789		$	902
Accounts Receivable, less Allowance — $96 ($102 in 2023)		3,033			2,731
Accounts Receivable, less Allowance — $87 ($102 in 2023)		3,043			2,731
Inventories:
Raw Materials		~~783~~850			785
Work in Process		~~209~~213			206
Finished Products		2,~~839~~985			2,707
		3,831			3,698
		4,048			3,698
Prepaid Expenses and Other Current Assets		~~305~~324			319
Total Current Assets		8,~~062~~204			7,650
Goodwill		~~780~~779			781
Intangible Assets		~~962~~947			969
Deferred Income Taxes (Note 5)		1,~~661~~634			1,630
Other Assets		1,~~094~~108			1,075
Operating Lease Right-of-Use Assets		~~993~~978			985
Property, Plant and Equipment, less Accumulated Depreciation — $12,587 ($12,472 in 2023)		8,439			8,492
Property, Plant and Equipment, less Accumulated Depreciation — $12,671 ($12,472 in 2023)		8,375			8,492
Total Assets	$	2122,~~991~~025		$	21,582
Liabilities:
Current Liabilities:
Accounts Payable — Trade	$	4,~~223~~181		$	4,326
Compensation and Benefits (Notes 10 and 11)		~~629~~656			663
Other Current Liabilities		1,~~185~~029			1,165
Notes Payable and Overdrafts (Note 8)		~~388~~462			344
Operating Lease Liabilities due Within One Year		~~200~~199			200
Long Term Debt and Finance Leases due Within One Year (Note 8)		~~395~~1,182			449
Total Current Liabilities		7,~~020~~709			7,147
Operating Lease Liabilities		~~841~~827			825
Long Term Debt and Finance Leases (Note 8)		76,~~483~~832			6,831
Compensation and Benefits (Notes 10 and 11)		~~913~~889			974
Deferred Income Taxes (Note 5)		80101			83
Other Long Term Liabilities		~~856~~812			885
Total Liabilities		17,~~193~~170			16,745
Commitments and Contingent Liabilities (Note 12)
Shareholders’ Equity:
Goodyear Shareholders’ Equity:
Common Stock, no par value:
Authorized, 450 million shares, Outstanding shares — 285 million in 2024 (284 million in 2023)		285			284
Capital Surplus		3,~~140~~146			3,133
Retained Earnings		5,~~029~~114			5,086
Accumulated Other Comprehensive Loss (Note 14)		(3,~~819~~842	)		(3,835	)
Goodyear Shareholders’ Equity		4,~~635~~703			4,668
Minority Shareholders’ Equity — Nonredeemable		~~163~~152			169
Total Shareholders’ Equity		4,~~798~~855			4,837
Total Liabilities and Shareholders’ Equity	$	2122,~~991~~025		$	21,582

The accompanying notes are an integral part of these consolidated financial statements.

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

											Accumulated						Minority
											Other			Goodyear			Shareholders'			Total
	Common Stock				Capital			Retained			Comprehensive			Shareholders'			Equity — Non-			Shareholders'
(In millions, except share data)	Shares		Amount		Surplus			Earnings			Loss			Equity			Redeemable			Equity
Balance at December 31, 2023
(after deducting 40,501,644 common treasury shares)		283,786,263	$	284	$	3,133		$	5,086		$	(3,835	)	$	4,668		$	169		$	4,837
Net income (loss)									(57	)					(57	)		(1	)		(58	)
Other comprehensive income (loss)												16			16			(3	)		13
Total Comprehensive Income (Loss)															(41	)		(4	)		(45	)
Stock-based compensation plans						11									11						11
Dividends declared																		(2	)		(2	)
Common stock issued from treasury		900,744		1		(4	)								(3	)					(3	)
Balance at March 31, 2024
(after deducting 39,600,900 common treasury shares)		284,687,007	$	285	$	3,140		$	5,029		$	(3,819	)	$	4,635		$	163		$	4,798
Net income (loss)									85						85			(5	)		80
Other comprehensive income (loss)												(23	)		(23	)		(1	)		(24	)
Total comprehensive income (loss)															62			(6	)		56
Stock-based compensation plans						6									6						6
Dividends declared																		(5	)		(5	)
Balance at June 30, 2024
(after deducting 39,600,900 common treasury shares)		284,687,007	$	285	$	3,146		$	5,114		$	(3,842	)	$	4,703		$	152		$	4,855

											Accumulated						Minority
											Other			Goodyear			Shareholders'		Total
	Common Stock				Capital			Retained			Comprehensive			Shareholders'			Equity — Non-		Shareholders'
(In millions, except share data)	Shares		Amount		Surplus			Earnings			Loss			Equity			Redeemable		Equity
Balance at December 31, 2022
(after deducting 41,391,555 common treasury shares)		282,896,352	$	283	$	3,117		$	5,775		$	(3,875	)	$	5,300		$	166	$	5,466
Net income (loss)									(101	)					(101	)		2		(99	)
Other comprehensive income (loss)												51			51			3		54
Total Comprehensive Income (Loss)															(50	)		5		(45	)
Stock-based compensation plans						4									4					4
Common stock issued from treasury		530,949				(1	)								(1	)				(1	)
Balance at March 31, 2023
(after deducting 40,860,606 common treasury shares)		283,427,301	$	283	$	3,120		$	5,674		$	(3,824	)	$	5,253		$	171	$	5,424

There were no dividends declared or paid during the three and six months ended June 30, 2024.

There were no dividends declared or paid during the three months ended March 31, 2024 and 2023.

The accompanying notes are an integral part of these consolidated financial statements.

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~CASH~~SHAREHOLDERS’ ~~FLOWS~~EQUITY

(Unaudited)

	Three Months Ended
													Accumulated						Minority
	March 31,
													Other			Goodyear			Shareholders'			Total
(In millions)	2024			2023
	Common Stock						Capital			Retained			Comprehensive			Shareholders'			Equity — Non-			Shareholders'
Cash Flows from Operating Activities:
(In millions, except share data)	Shares			Amount			Surplus			Earnings			Loss			Equity			Redeemable			Equity
Net Income (Loss)	$	(58	)	$	(99	)
Balance at December 31, 2022
Adjustments to Reconcile Net Income (Loss) to Cash Flows from Operating Activities:
(after deducting 41,391,555 common treasury shares)		282,896,352		$	283		$	3,117		$	5,775		$	(3,875	)	$	5,300		$	166		$	5,466
Depreciation and Amortization		284			251
Net income (loss)											(101	)					(101	)		2			(99	)
Amortization and Write-Off of Debt Issuance Costs		3			2
Other comprehensive income (loss)														51			51			3			54
Provision for Deferred Income Taxes (Note 5)		(42	)		(60	)
Total Comprehensive Income (Loss)																	(50	)		5			(45	)
Net Pension Curtailments and Settlements		(5	)		—
Stock-based compensation plans								4									4						4
Net Rationalization Charges (Note 3)		22			32
Common stock issued from treasury		530,949						(1	)								(1	)					(1	)
Rationalization Payments		(55	)		(21	)
Balance at March 31, 2023
Net (Gains) Losses on Asset Sales (Note 4)		2			(2	)
(after deducting 40,860,606 common treasury shares)		283,427,301		$	283		$	3,120		$	5,674		$	(3,824	)	$	5,253		$	171		$	5,424
Operating Lease Expense		85			74
Net income (loss)											(208	)					(208	)					(208	)
Operating Lease Payments		(69	)		(70	)
Other comprehensive income (loss)														56			56			(1	)		55
Pension Contributions and Direct Payments		(16	)		(20	)
Total comprehensive income (loss)																	(152	)		(1	)		(153	)
Changes in Operating Assets and Liabilities, Net of Asset Acquisitions and Dispositions:
Stock-based compensation plans								5									5						5
Accounts Receivable		(325	)		(603	)
Dividends declared																				(2	)		(2	)
Inventories		(167	)		46
Common stock issued from treasury		25,016						(1	)								(1	)					(1	)
Accounts Payable — Trade		(47	)		(302	)
Balance at June 30, 2023
Compensation and Benefits		(38	)		(42	)
(after deducting 40,835,590 common treasury shares)		283,452,317		$	283		$	3,124		$	5,466		$	(3,768	)	$	5,105		$	168		$	5,273
Other Current Liabilities		(45	)		61
Other Assets and Liabilities		20			(22	)
Total Cash Flows from Operating Activities		(451	)		(775	)
Cash Flows from Investing Activities:
Capital Expenditures		(318	)		(291	)
Asset Dispositions		108			2
Short Term Securities Acquired		—			(82	)
Short Term Securities Redeemed		—			1
Notes Receivable		(21	)		(76	)
Other Transactions		—			(10	)
Total Cash Flows from Investing Activities		(231	)		(456	)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred		282			294
Short Term Debt and Overdrafts Paid		(230	)		(175	)
Long Term Debt Incurred		3,964			2,840
Long Term Debt Paid		(3,332	)		(1,883	)
Common Stock Issued		(3	)		(1	)
Transactions with Minority Interests in Subsidiaries		(2	)		—
Debt Related Costs and Other Transactions		(18	)		—
Total Cash Flows from Financing Activities		661			1,075
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash		(10	)		8
Net Change in Cash, Cash Equivalents and Restricted Cash		(31	)		(148	)
Cash, Cash Equivalents and Restricted Cash at Beginning of the Period		985			1,311
Cash, Cash Equivalents and Restricted Cash at End of the Period	$	954		$	1,163

There were no dividends declared or paid during the three and six months ended June 30, 2023.

The accompanying notes are an integral part of these consolidated financial statements.

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended
	June 30,
(In millions)	2024			2023
Cash Flows from Operating Activities:
Net Income (Loss)	$	22		$	(307	)
Adjustments to Reconcile Net Income (Loss) to Cash Flows from Operating Activities:
Depreciation and Amortization		546			506
Amortization and Write-Off of Debt Issuance Costs		7			7
Provision for Deferred Income Taxes (Note 5)		(6	)		(108	)
Net Pension Curtailments and Settlements		(5	)		36
Net Rationalization Charges (Note 3)		41			104
Rationalization Payments		(105	)		(50	)
Net (Gains) Losses on Asset Sales (Note 4)		(94	)		(62	)
Gain on Insurance Recoveries for Damaged Property, Plant and Equipment		(50	)		—
Operating Lease Expense		164			148
Operating Lease Payments		(139	)		(139	)
Pension Contributions and Direct Payments		(29	)		(38	)
Changes in Operating Assets and Liabilities, Net of Asset Acquisitions and Dispositions:
Accounts Receivable		(354	)		(375	)
Inventories		(409	)		229
Accounts Payable — Trade		(25	)		(404	)
Compensation and Benefits		6			—
Other Current Liabilities		(91	)		104
Other Assets and Liabilities		3			(85	)
Total Cash Flows from Operating Activities		(518	)		(434	)
Cash Flows from Investing Activities:
Capital Expenditures		(634	)		(536	)
Insurance Recoveries for Damaged Property, Plant and Equipment		37			—
Cash Proceeds from Sale and Leaseback Transactions (Note 4)		16			66
Asset Dispositions		108			3
Short Term Securities Acquired		—			(102	)
Short Term Securities Redeemed		—			2
Long Term Securities Redeemed		1			—
Notes Receivable		(17	)		(65	)
Other Transactions		1			(13	)
Total Cash Flows from Investing Activities		(488	)		(645	)
Cash Flows from Financing Activities:
Short Term Debt and Overdrafts Incurred		595			583
Short Term Debt and Overdrafts Paid		(464	)		(439	)
Long Term Debt Incurred		7,068			4,758
Long Term Debt Paid		(6,280	)		(4,020	)
Common Stock Issued		(3	)		(2	)
Transactions with Minority Interests in Subsidiaries		(2	)		(2	)
Debt Related Costs and Other Transactions		(18	)		(2	)
Total Cash Flows from Financing Activities		896			876
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash		(23	)		4
Net Change in Cash, Cash Equivalents and Restricted Cash		(133	)		(199	)
Cash, Cash Equivalents and Restricted Cash at Beginning of the Period		985			1,311
Cash, Cash Equivalents and Restricted Cash at End of the Period	$	852		$	1,112

The accompanying notes are an integral part of these consolidated financial statements.

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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, 2023 (the “2023 Form 10-K”).

Operating results for the three and six months ended ~~March~~June 3130, 2024 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2024.

Recently Issued Accounting Standards

On March 6, 2024, the SEC issued final rules that require registrants to enhance and standardize climate-related disclosures in their annual reports beginning with periods ending December 31, 2025. The final rules will require information about climate-related risks that have materially impacted, or are reasonably likely to have a material impact on, a registrant’s business strategy, results of operations or financial condition, the governance of climate-related matters, certain climate-related targets and goals, and certain greenhouse gas emissions. The rules will also require certain financial statement disclosures related to the impact of severe weather events and other natural ~~conditions~~disasters. On April 4, 2024, the SEC stayed the final rules pending completion of judicial review of several lawsuits challenging the rules that have been consolidated in the U.S. Court of Appeals for the 8th Circuit. We are currently assessing the impact of these rules on our disclosures in both our Annual Report on Form 10-K and the notes to the consolidated financial statements.

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:

	March 31,
	June 30,
(In millions)	2024		2023
Cash and Cash Equivalents	$	~~893~~789	$	1,~~082~~049
Restricted Cash		6163		8163
Total Cash, Cash Equivalents and Restricted Cash	$	~~954~~852	$	1,~~163~~112

Restricted Cash primarily represents amounts required to be set aside for accounts receivable factoring programs. The restrictions lapse when cash from factored accounts receivable is remitted to the purchaser of those receivables. At ~~March~~both 31June 30, 2024, ~~restricted cash was recorded in Prepaid Expenses~~ and ~~Other Current Assets in the Consolidated Balance Sheets. At March 31,~~ 2023, ~~$70~~restricted ~~million~~cash ~~and~~was ~~$11 million were~~ recorded in Prepaid Expenses and Other Current Assets ~~and Other Assets~~ in the Consolidated Balance Sheets~~, respectively~~.

Reclassifications and Adjustments

Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation.

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NOTE 2. NET SALES

The following tables show disaggregated net sales from contracts with customers by major source:

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Europe, Middle East

(In millions)

Americas

and Africa

Asia Pacific

Total

Tire unit sales

2,~~122~~175

1,~~186~~093

~~574~~566

3,~~882~~834

Other tire and related sales

~~183~~196

~~132~~150

1823

~~333~~369

Retail services and service related sales

~~169~~187

2936

~~207~~226

Chemical sales

~~110~~134

—

~~110~~134

Other

—

Net Sales by reportable segment

2,~~588~~697

1,~~347~~279

~~602~~594

4,~~537~~570

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

Europe, Middle East

(In millions)

Americas

and Africa

Asia Pacific

Total

Tire unit sales

2,~~386~~434

1,~~328~~159

~~549~~554

4,~~263~~147

Other tire and related sales

~~177~~211

~~139~~144

2122

~~337~~377

Retail services and service related sales

~~160~~173

2538

109

~~195~~220

Chemical sales

~~140~~116

—

~~140~~116

Other

—

Net Sales by reportable segment

2,~~867~~939

1,~~492~~341

~~582~~587

4,~~941~~867


	Six Months Ended June 30, 2024
			Europe, Middle East
(In millions)	Americas		and Africa		Asia Pacific		Total
Tire unit sales	$	4,297	$	2,279	$	1,140	$	7,716
Other tire and related sales		379		282		41		702
Retail services and service related sales		356		65		12		433
Chemical sales		244		—		—		244
Other		9		—		3		12
Net Sales by reportable segment	$	5,285	$	2,626	$	1,196	$	9,107


	Six Months Ended June 30, 2023
			Europe, Middle East
(In millions)	Americas		and Africa		Asia Pacific		Total
Tire unit sales	$	4,812	$	2,487	$	1,103	$	8,402
Other tire and related sales		396		283		43		722
Retail services and service related sales		334		63		19		416
Chemical sales		256		—		—		256
Other		8		—		4		12
Net Sales by reportable segment	$	5,806	$	2,833	$	1,169	$	9,808

Tire unit sales consist of consumer, commercial, farm and off-the-road tire sales, including the sale of new Company-branded tires through Company-owned retail channels. Other tire and related sales consist of aviation, race and motorcycle tire sales, retread sales and other tire related sales. Sales of tires in this category are not included in reported tire unit information. Retail services and service related sales consist of automotive services performed for customers through our Company-owned retail channels, and includes service related products. Chemical sales relate to the sale of synthetic rubber and other chemicals to third parties, and exclude intercompany sales. Other sales include items such as franchise fees and ancillary tire parts.

When we receive consideration from a customer prior to transferring goods or services under the terms of a sales contract, we record deferred revenue, which represents a contract liability. Deferred revenue included in Other Current Liabilities in the Consolidated Balance Sheets totaled $2019 million and $18 million at ~~March~~June 3130, 2024 and December 31, 2023, respectively. Deferred revenue included in Other Long Term Liabilities in the Consolidated Balance Sheets totaled $8 million and $10 million at ~~March~~June 3130, 2024 and December 31, 2023, 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.

~~The following table presents the balance of deferred revenue related to contracts with customers, and changes during the three months ended March 31, 2024:~~8

(In millions)
Balance at December 31, 2023	$	28
Revenue deferred during period		54
Revenue recognized during period		(54	)
Impact of foreign currency translation		—
Balance at March 31, 2024	$	28

Table of Contents

The following table presents the balance of deferred revenue related to contracts with customers, and changes during the six months ended June 30, 2024:



(In millions)
Balance at December 31, 2023	$	28
Revenue deferred during period		101
Revenue recognized during period		(102	)
Impact of foreign currency translation		—
Balance at June 30, 2024	$	27

NOTE 3. COSTS ASSOCIATED WITH RATIONALIZATION PROGRAMS

In order to improve our global competitiveness and as part of our execution of the Goodyear Forward transformation plan ("Goodyear Forward"), we have implemented, and are implementing, rationalization actions to reduce high-cost and excess manufacturing capacity and operating and administrative costs.

The following table presents a roll-forward of the liability balance between periods:

	Associate-
(In millions)	Related Costs			Other Costs			Total
Balance at December 31, 2023	$	518		$	16		$	534
2024 Charges		1228			1126			2354
Incurred, net of foreign currency translation of ($11) million and $0 million, respectively		(55	)		(11	)		(66	)
Incurred, net of foreign currency translation of ($13) million and ($1) million, respectively		(79	)		(40	)		(119	)
Reversed to the Statement of Operations		(113	)		—			(113	)
Balance at March 31, 2024	$	474		$	16		$	490
Balance at June 30, 2024	$	454		$	2		$	456

In ~~March~~July 2024, as part of Goodyear Forward, we approved a rationalization plan to open a shared service center in ~~Asia~~Costa ~~Pacific~~Rica and to ~~permanently~~exit ~~close~~certain ~~our~~Commercial ~~Malaysia~~Tire ~~tire~~and ~~manufacturing~~Service ~~facility~~Center by(“CTSC”) ~~the~~locations. ~~end~~The ofproposed ~~2024~~plan aswill ~~part~~lead to a reduction of ~~our~~100 ~~strategy~~net topositions, ~~improve~~which ~~profitability~~includes ~~and~~the ~~reduce~~transfer ~~production~~of ~~costs.~~certain ~~The~~associate ~~plan~~and ~~will~~contractor ~~result~~positions into the ~~permanent~~new ~~reduction~~shared ofservice ~~approximately~~center ~~550~~and the elimination of certain positions in CTSC. Total pre-tax charges are expected to be ~~approximately~~ $4028 million ~~($20 million after minority)~~, of which ~~approximately~~ $1618 million are expected to be cash charges primarily for associate-related ~~and~~costs. ~~other~~Non-cash ~~exit~~charges ~~costs,~~are ~~with~~expected ~~the~~to ~~remainder~~be ~~representing~~$10 ~~non-cash~~million, ~~charges~~consisting ~~primarily~~of ~~for~~ accelerated ~~depreciation~~lease amortization and pension settlement costs. We ~~have~~ accrued approximately $109 million ~~($5 million after minority)~~ for this plan at ~~March~~June 3130, 2024~~, which is expected to be substantially paid during the second quarter of 2024~~.

~~The~~During ~~remainder of~~ the ~~accrual~~first ~~balance~~quarter atof ~~March 31~~2024, ~~2024~~we ~~includes~~approved ~~$244~~a ~~million~~rationalization ~~related~~plan toin ~~the~~Asia ~~closures~~Pacific ofto ~~our~~permanently ~~Fulda,~~close ~~Germany ("Fulda") and~~ our ~~Fürstenwalde,~~Malaysia ~~Germany ("Fürstenwalde")~~ tire manufacturing ~~facilities,~~facility ~~$160~~by ~~million~~June ~~related to the rationalization and workforce reorganization plan in EMEA~~30, ~~$18~~2024 ~~million~~as ~~related~~part toof ~~the~~our ~~plan~~strategy to improve profitability ~~in Australia~~ and ~~New Zealand, $18 million related to the plan to streamline our EMEA distribution network, $11 million related to plans to~~ reduce ~~Selling,~~production ~~Administrative~~costs. ~~and~~We ~~General~~have ~~expense~~approximately ~~("SAG") headcount,~~ $10 million ~~related to the closure of Cooper Tire's Melksham, United Kingdom manufacturing facility~~ (~~"Melksham"),~~ $5 million ~~related~~after tominority) ~~the~~accrued ~~closed~~for ~~Amiens,~~this ~~France~~plan ~~tire~~at ~~manufacturing~~June ~~facility~~30, ~~$4 million related to the plan to reduce costs associated with our global operations and technology organization~~2024, $3which ~~million~~is ~~related~~expected to ~~our~~be ~~global~~substantially ~~workforce~~paid ~~reorganization~~during ~~plan~~the tothird ~~improve~~quarter ~~our~~of ~~cost structure, and various other plans to reduce headcount and improve operating efficiency~~2024.

AtThe ~~March~~remainder 31of the accrual balance at June 30, 2024 includes $242 million related to the closures of our Fulda, Germany ("Fulda") and ~~December~~our 31Fürstenwalde, ~~2023~~Germany ("Fürstenwalde") tire manufacturing facilities, $~~225~~143 million related to the rationalization and workforce reorganization plan in Europe, Middle East and Africa ("EMEA"), which reflects $~~239~~13 million ~~were~~of ~~recorded~~reversals indue ~~Other~~to ~~Current~~voluntary ~~Liabilities~~attrition, $15 million related to the plan to improve profitability in Australia and New Zealand, $10 million related to plans to reduce Selling, Administrative and General expense ("SAG") headcount, $5 million related to the ~~Consolidated~~closure ~~Balance~~of ~~Sheets~~Cooper Tire's Melksham, ~~respectively~~United Kingdom manufacturing facility ("Melksham"), $5 million related to the closed Amiens, France tire manufacturing facility, $4 million related to our global workforce reorganization plan to improve our cost structure, $4 million related to the plan to streamline our EMEA distribution network, $4 million related to the plan to reduce costs associated with our global operations and technology organization, and various other plans to reduce headcount and improve operating efficiency.

At June 30, 2024 and December 31, 2023, $192 million and $239 million were recorded in Other Current Liabilities in the Consolidated Balance Sheets, respectively.

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The following table shows net rationalization charges included in Income (Loss) before Income Taxes:

	Three Months Ended						Six Months Ended
	March 31,
	June 30,						June 30,
(In millions)	2024			2023			2024			2023
Current Year Plans
Associate Severance and Other Related Costs	$	1013		$	768		$	23		$	75
Other Exit Costs		—1			13—			1			13
Current Year Plans - Net Charges	$	1014		$	2068		$	24		$	88
Prior Year Plans
Associate Severance and Other Related Costs	$	1(9	)	$	4(2	)	$	(8	)	$	2
Other Exit Costs		1114			86			25			14
Prior Year Plans - Net Charges	$	125		$	124		$	17		$	16
Total Net Charges	$	2219		$	3272		$	41		$	104
Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs, net	$	5143		$	211		$	94		$	13

Substantially all of the new charges for the three and six months ended ~~March~~June 3130, 2024 and 2023 relate to future cash outflows. Net current year plan charges for the three months ended ~~March~~June 3130, 2024 primarily relate to the plan to open a new shared service center in Costa Rica. Net current year plan charges for the six months ended June 30, 2024 also include the closure of our tire manufacturing facility in Malaysia. Net current year plan charges for the three months ended ~~March~~June 3130, 2023 relate to the plan to close Fulda and the plan to reduce costs associated with our global operations and technology organization. Net current year plan charges for the six months ended June 30, 2023 also include the plan to streamline our EMEA distribution network and the plan to reduce manufacturing staffing levels and capacity in EMEA.

Net prior year plan charges for the three months ended ~~March~~June 3130, 2024 include $46 million related to the closures of Fulda and Fürstenwalde, $3 million related to the closure of Melksham, $2 million related to the plan to improve profitability in Australia and New Zealand, $2 million related to the plan to streamline our EMEA distribution network, $1 million related to our closure of certain retail and warehouse locations in Americas, $1 million related to plans to reduce SAG headcount, and reversals of $12 million primarily related to voluntary attrition. Net prior year plan charges for the six months ended June 30, 2024 include $8 million related to the closures of Fulda and Fürstenwalde, $27 million related to the closure of Melksham, $3 million related to the plan in Australia and New Zealand, $3 million related to the permanent closure of our Gadsden, Alabama tire manufacturing facility ("Gadsden"), $2 million related to the plan to streamline our EMEA distribution network, $2 million related to the closure of certain retail and warehouse locations in Americas, $1 million related to plans to reduce SAG headcount, and reversals of $13 million related to voluntary attrition. Net prior year plan charges for the three months ended June 30, 2023 include $4 million related to the closure of Melksham, $2 million related to the integration of Cooper Tire, $2 million related to a plan in South Africa, and reversals of $4 million for actions no longer needed for their originally intended purpose. Net prior year plan charges for the six months ended June 30, 2023 include $6 million related to the closure of Melksham, $4 million for various plans to reduce global SAG headcount, $4 million related to the integration of Cooper Tire, $3 million related to the permanent closure of Gadsden, $2 million related to discontinued operations in Russia, and reversals of $6 million for actions no longer needed for their originally intended purpose.

8Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs for both the three and six months ended June 30, 2024 primarily relate to plans to improve our cost structure through announced closures of our Fulda, Fürstenwalde and Malaysia tire manufacturing facilities, as well as the closure of a development center and warehouse in the U.S.

Asset write-offs (recoveries) and accelerated depreciation for the three months ended June 30, 2023 primarily relate to the integration of Cooper Tire and the closure of Melksham. Asset write-offs (recoveries) and accelerated depreciation for the six months ended June 30, 2023 primarily relate to the integration of Cooper Tire and the closure of Melksham, partially offset by recoveries of previously written-off accounts receivable and other assets in Russia.

Ongoing rationalization plans had approximately $920 million in charges incurred prior to 2024 and have approximately $230 million in expected charges to be incurred in future periods.

Approximately 750 associates will be released under plans initiated in 2024, of which approximately 50 were released through June 30, 2024. In the first six months of 2024, approximately 900 associates were released under plans initiated in prior years. Approximately 3,050 associates remain to be released under all ongoing rationalization plans.

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tire manufacturing facility ("Gadsden"), $1 million related to our global workforce reorganization plan to improve our cost structure, $1 million related to the rationalization and workforce reorganization plan in EMEA, $1 million related to the plan in Australia and New Zealand, $1 million related to the closure of certain retail and warehouse locations in Americas, and reversals of $1 million for actions no longer needed for their originally intended purpose. Net prior year plan charges for the three months ended March 31, 2023 included $4 million for various plans to reduce global SAG headcount, $3 million related to the permanent closure of Gadsden, $2 million related to the closure of Melksham, $2 million related to discontinued operations in Russia, and reversals of $2 million for actions no longer needed for their originally intended purpose.

Asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs for the three months ended March 31, 2024 primarily relate to plans to improve our cost structure through announced closures of a development center in the U.S. and certain plants and facilities globally.

Ongoing rationalization plans had approximately $920 million in charges incurred prior to 2024 and have approximately $250 million in expected charges to be incurred in future periods.

Approximately 550 associates will be released under plans initiated in 2024. In the first three months of 2024, approximately 250 associates were released under plans initiated in prior years. Approximately 3,550 associates remain to be released under all ongoing rationalization plans.

NOTE 4. OTHER (INCOME) EXPENSE

	Three Months Ended						Six Months Ended
	March 31,
	June 30,						June 30,
(In millions)	2024			2023			2024			2023
Non-service related pension and other postretirement benefits cost	$	2327		$	2964		$	50		$	93
Financing fees and financial instruments expense		1516			1217			31			29
Net foreign currency exchange (gains) losses		1(4	)		1229			(3	)		41
Interest income		(1512	)		(1618	)		(27	)		(34	)
General and product liability expense - discontinued products		2			21			4			3
Royalty income		(56	)		(711	)		(11	)		(18	)
Net (gains) losses on asset sales		2(96	)		(260	)		(94	)		(62	)
Miscellaneous (income) expense		71			(514	)		8			9
	$	30(72	)	$	2536		$	(42	)	$	61

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~~six months ended ~~March~~June 3130, 2024 includes a pension settlement credit of $5 million related to a premium refund on the purchase of a group annuity contract for the Cooper Tire U.S. ~~salaried~~Salaried defined benefit pension plan in 2023. Pension expense for the three and six months ended June 30, 2023 includes pension settlement charges of $36 million related to the termination of the Cooper Tire U.S. Salaried and Ireland defined benefit pension plans. For further information, refer to Note to the Consolidated Financial Statements No. 10, Pension, Savings and Other Postretirement Benefit Plans.

Net foreign currency exchange (gains) losses for the three and six months ended ~~March~~June 3130, ~~2024~~2023 include losses of $17 million and ~~March~~$19 31million, ~~2023~~respectively, ~~includes~~related ato ~~loss~~the ofTurkish lira and $111 million and $819 million, respectively, related to the ~~devaluation of the~~ Argentine peso.

~~Miscellaneous~~Net ~~(income)~~gains ~~expense~~on asset sales for the three and six months ended ~~March~~June 3130, 2024 ~~includes~~include an $880 million ~~loss~~gain related to the sale of ~~receivables~~a distribution center in ~~Argentina~~EMEA. ~~Miscellaneous~~Net ~~(income)~~gains ~~expense~~on asset sales for the three and six months ended ~~March~~June 3130, ~~2023~~2024 ~~includes~~also include a $1114 million ofgain ~~expense~~related ~~for~~to ~~non-indemnified~~a ~~costs~~sale and leaseback transaction for ~~product~~a ~~liability~~warehouse ~~claims~~in Americas. Cash proceeds, which were received during the second quarter of 2024, related to ~~products~~the ~~manufactured~~Americas bytransaction totaled $16 million. Leaseback terms for this location include a ~~formerly~~4-year ~~consolidated~~initial ~~joint~~term ~~venture~~with ~~entity,~~one 5-year renewal option. We have determined that it is not probable that we will exercise the renewal option. This transaction resulted in the recognition of Operating Lease Right-of-Use Assets totaling $116 million. ofNet ~~income~~gains on asset sales for the three and six months ended June 30, 2023 include a $59 million gain related to a ~~favorable~~sale ~~court~~and ~~decision~~leaseback ~~setting~~transaction ~~aside~~for a ~~previous~~warehouse ~~unfavorable~~in ~~verdict~~Americas. onCash ~~intellectual~~proceeds, ~~property-related~~which ~~legal~~were ~~claims,~~received ~~and~~during $5the ~~million~~second quarter of ~~income~~2023, related to ~~the~~this ~~write~~transaction totaled $66 million. Leaseback terms for this location include a 5-~~off~~year ofinitial ~~accumulated~~term ~~foreign~~with ~~currency~~one ~~translation~~5-year renewal option. We have determined that it is not probable that we will exercise the renewal option. This transaction resulted in ~~Russia~~the recognition of Operating Lease Right-of-Use Assets totaling $24 million.

~~Other~~Miscellaneous (~~Income~~income) ~~Expense~~expense ~~also~~for ~~includes~~the ~~financing~~six ~~fees~~months ~~and~~ended ~~financial~~June ~~instruments expense~~30, ~~which~~2024 ~~consists~~includes ofan ~~commitment~~$8 ~~fees~~million ~~and~~loss ~~charges~~related ~~incurred~~to inthe ~~connection~~sale ~~with~~of ~~financing~~receivables ~~transactions;~~in ~~interest~~Argentina. Miscellaneous (income;) ~~general~~expense for the three and six months ended June 30, 2023 includes non-indemnified costs for product liability ~~expense~~claims -related ~~discontinued~~to products manufactured by a formerly consolidated joint venture entity totaling $4 million and $15 million, ~~which~~respectively, ~~consists~~and a $10 million loss related to the sale of ~~charges~~a receivable in Argentina. Miscellaneous (income) expense for ~~claims~~the ~~against~~six usmonths ~~related~~ended ~~primarily~~June 30, 2023 also includes $11 million of income related to ~~asbestos~~a ~~personal~~favorable ~~injury~~court decision setting aside a previous unfavorable verdict on intellectual property-related legal claims, ~~net~~and $5 million of ~~probable~~income ~~insurance~~related ~~recoveries;~~to ~~royalty~~the ~~income;~~write-off ~~and~~of ~~net~~accumulated ~~(gains)~~foreign ~~losses~~currency ontranslation ~~asset~~in ~~sales~~Russia.

Other (Income) Expense also includes financing fees and financial instruments expense, which consists of commitment fees and charges incurred in connection with financing transactions; 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 royalty income.

NOTE 5. INCOME TAXES

For the ~~first~~second quarter of 2024, we recorded income tax expense of $660 million on aincome ~~loss~~before income taxes of $140 million. For the first six months of 2024, we recorded income tax expense of $66 million on income before income taxes of $5288 million. Income tax expense for the ~~three~~six months ended ~~March~~June 3130, 2024 includes a net discrete tax benefit of $1 million.

For the ~~first~~second quarter of 2023, we recorded an income tax benefit of $12 million on a loss before income taxes of $~~100~~210 million. For the first six months of 2023, we recorded an income tax benefit of $3 million on loss before income taxes of $310 million. Income tax ~~expense~~benefit for the three and six months ended ~~March~~June 3130, 2023 includes net discrete tax expense of $12 million and $3 million, respectively.

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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 and six months ended ~~March~~June 3130, 2024 and three and six months ended ~~March~~June 3130, 2023 primarily relates to losses in foreign jurisdictions in which no tax benefits are recorded and the discrete items noted above.

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 2024. However, we are continuing to evaluate the Pillar Two model rules and related legislation and their potential impact on future periods.

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 evidence. We give operating results during the most recent three-year period a significant weight in our analysis. We typically only consider forecasts of future profitability when positive cumulative operating results exist in the most recent three-year period. 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 ~~March~~June 3130, 2024 and December 31, 2023, we had approximately $1.3 billion and $1.2 billion of U.S. federal, state and local net deferred tax assets, respectively, inclusive of valuation allowances totaling $22 million in each period, primarily for state tax loss carryforwards with limited lives. As of ~~March~~June 3130, 2024, approximately $1.1 billion of these U.S. net deferred tax assets had unlimited lives and approximately $200 million had limited lives, including $22 million of foreign tax credits, and the majority do not start to expire until 2031. As of December 31, 2023, approximately $1.0 billion of these U.S. net deferred tax assets had unlimited lives and approximately $200 million had limited lives, including $22 million of foreign tax credits, and the majority do not start to expire until 2031. In the U.S., as of December 31, 2023, we emerged from a three-year cumulative loss which was driven by business disruptions created by the COVID-19 pandemic. Our U.S. cumulative income for the three-years ended ~~March~~June 3130, 2024 is primarily a result of gains from other comprehensive income rather than consistently profitable U.S. operating results. Our U.S. operating results for the first ~~quarter~~six months of 2024 have shown improvement when compared to the first ~~quarter~~six months of 2023.

In assessing our ability to utilize our net deferred tax assets, we primarily consider objectively verifiable evidence, including the improvement of our U.S. operating results during the first ~~quarter~~half of 2024 as a result of lower raw material and transportation costs and benefits from the Goodyear Forward plan compared to the first ~~quarter~~half of 2023. In addition, we consider our current forecasts of future profitability in assessing our ability to realize our deferred tax assets as well as the impact of tax planning strategies. These forecasts include the impact of recent trends and various macroeconomic factors such as the impact of raw material, transportation, labor and energy costs on our profitability. Our tax planning strategies include accelerating income on cross border transactions, including sales of inventory or raw materials to our subsidiaries, reducing U.S. interest expense by, for example, reducing intercompany loans through repatriating current year earnings of foreign subsidiaries, repatriation of certain foreign royalty income, and other financing transactions, all of which would increase our domestic profitability.

We believe our improvement in U.S. operating results for the ~~three~~six months ended ~~March~~June 3130, 2024 compared to the ~~three~~six months ended ~~March~~June 3130, 2023, as well as forecasts of future profitability, provide us sufficient positive evidence to conclude that it is more likely than not that, at ~~March~~June 3130, 2024, our U.S. net deferred tax assets will be fully utilized. However, macroeconomic factors such as raw material, transportation, labor and energy costs possess a high degree of volatility and can significantly impact our profitability. In addition, certain tax provisions, such as the annual interest expense limitation under Section 163(j) of the Internal Revenue Code of 1986, if amended, could impact our analysis of the realizability of our U.S. deferred tax assets. If our U.S. operating results significantly decline in the future, we may need to record a valuation allowance which could adversely impact our operating results. As such, we will closely monitor our U.S. operations as well as any tax law changes to assess the realizability of our U.S. deferred tax assets.

At ~~March~~June 3130, 2024 and December 31, 2023, we also had approximately $1.5 billion of foreign net deferred tax assets and related valuation allowances of approximately $1.3 billion and $1.2 billion, respectively. Our losses in various foreign taxing jurisdictions in recent periods represented sufficient negative evidence to require us to maintain a full valuation allowance against certain of these net foreign deferred tax assets. Most notably, in Luxembourg, we maintain a valuation allowance of approximately $1.0 billion on all of our net deferred tax assets. Each reporting period, we assess available positive and negative evidence and estimate if sufficient future taxable income will be generated to utilize these existing deferred tax assets. We do not ~~believe that sufficient positive evidence~~

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believe that sufficient positive evidence required to release valuation allowances on our foreign deferred tax assets having a significant impact on our financial position or results of operations will exist within the next twelve months.

For the ~~three~~six months ended ~~March~~June 3130, 2024, changes to our unrecognized tax benefits did not, and for the full year of 2024 are not expected to, have a significant impact on our financial position or results of operations.

We are open to examination in the United States ~~for~~from 2021 onward and in Germany from 2018 onward. Generally, for our remaining tax jurisdictions, years from 2019 onward are still open to examination.

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						Six Months Ended
	March 31,
	June 30,						June 30,
(In millions, except per share amounts)	2024			2023			2024		2023
Earnings (loss) per share — basic:
Goodyear net loss	$	(57	)	$	(101	)
Goodyear net income (loss)	$	85		$	(208	)	$	28	$	(309	)
Weighted average shares outstanding		~~286~~287			285			286		285
Earnings (loss) per common share — basic	$	(0.2030	)	$	(0.3573	)	$	0.10	$	(1.08	)
Earnings (loss) per share — diluted:
Goodyear net loss	$	(57	)	$	(101	)
Goodyear net income (loss)	$	85		$	(208	)	$	28	$	(309	)
Weighted average shares outstanding		~~286~~287			285			286		285
Dilutive effect of stock options and other dilutive securities		—1			—			2		—
Weighted average shares outstanding — diluted		~~286~~288			285			288		285
Earnings (loss) per common share — diluted	$	(0.2030	)	$	(0.3573	)	$	0.10	$	(1.08	)

Weighted average shares outstanding — diluted for the three and six months ended ~~March~~June 3130, 2024 ~~and~~excludes ~~2023~~approximately ~~excludes~~1 ~~the~~million ~~dilutive~~equivalent ~~effect~~shares ofand ~~approximately~~for 2the ~~million~~three and 1six ~~million~~months ~~equivalent~~ended ~~shares,~~June ~~respectively~~30, ~~related~~2023 ~~primarily~~excludes toapproximately ~~unvested~~2 ~~restricted~~million ~~stock~~equivalent ~~units~~shares, ~~and~~related to options with exercise prices ~~less~~greater than the average market price of our common shares (i.e., "~~in-the-money~~underwater" options)~~, as their inclusion would have been anti-dilutive due to the Goodyear net loss~~. Additionally, weighted average shares outstanding — diluted for the three and six months ended ~~March~~June 3130, ~~2024 and~~ 2023 excludes the dilutive effect of approximately 12 million shares and 21 million ~~equivalent~~ shares, respectively, related primarily to options with exercise prices ~~greater~~less than the average market price of our common shares (i.e., "~~underwater~~in-the-money" options), as their inclusion would have been anti-dilutive due to the Goodyear net loss.

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NOTE 7. BUSINESS SEGMENTS

	Three Months Ended						Six Months Ended
	March 31,
	June 30,						June 30,
(In millions)	2024			2023			2024			2023
Sales:
Americas	$	2,~~588~~697		$	2,~~867~~939		$	5,285		$	5,806
Europe, Middle East and Africa		1,~~347~~279			1,~~492~~341			2,626			2,833
Asia Pacific		~~602~~594			~~582~~587			1,196			1,169
Net Sales	$	4,~~537~~570		$	4,~~941~~867		$	9,107		$	9,808
Segment Operating Income:
Americas	$	~~179~~241		$	79103		$	420		$	182
Europe, Middle East and Africa		835			8(19	)		43			(11	)
Asia Pacific		6063			3840			123			78
Total Segment Operating Income	$	~~247~~339		$	~~125~~124		$	586		$	249
Less:
Rationalizations (Note 3)	$	2219		$	3272		$	41		$	104
Interest expense		~~126~~130			~~127~~138			256			265
Other (income) expense (Note 4)		30(72	)		2536			(42	)		61
Asset write-offs (recoveries), accelerated depreciation,and accelerated lease costs, net (Note 3)		5143			211			94			13
Corporate incentive compensation plans		2015			2021			36			41
Retained expenses of divested operations		53			4			8			8
Other(1)		4561			1552			105			67
Loss before Income Taxes	$	(52	)	$	(100	)
Income (Loss) before Income Taxes	$	140		$	(210	)	$	88		$	(310	)

(1)

Other for the three and six months ended ~~March~~June 3130, 2024 includes $2840 million and $67 million, respectively, of costs related to the Goodyear Forward plan, primarily related to third-party advisory, legal and consulting fees and costs associated with planned asset sales. Other for the three and six months ended June 30, 2023 includes $14 million related to the insurance deductible for the severe weather event in Tupelo, Mississippi.

Rationalizations and asset write-offs (recoveries), accelerated depreciation, and accelerated lease costs, as described in Note to the Consolidated Financial Statements No. 3, Costs Associated with Rationalization Programs and net (gains) losses on asset sales, as described in Note to the Consolidated Financial Statements No. 4, Other (Income) Expense, were not charged to the strategic business units ("SBUs") for performance evaluation purposes but were attributable to the SBUs as follows:14

	Three Months Ended
	March 31,
(In millions)	2024		2023
Rationalizations:
Americas	$	5	$	5
Europe, Middle East and Africa		6		24
Asia Pacific		11		3
Total Segment Rationalizations	$	22	$	32
Net (Gains) Losses on Asset Sales:
Americas	$	—	$	(2	)
Europe, Middle East and Africa		2		—
Total Segment Net (Gains) Losses on Asset Sales	$	2	$	(2	)
Asset Write-offs (Recoveries), Accelerated Depreciation, and Accelerated Lease Costs, net:
Americas	$	8	$	8
Europe, Middle East and Africa		16		(6	)
Asia Pacific		7		—
Total Segment Asset Write-offs (Recoveries), Accelerated Depreciation, and Accelerated Lease Costs, net	$	31	$	2
Corporate		20		—
Total Asset Write-offs (Recoveries), Accelerated Depreciation, and Accelerated Lease Costs, net	$	51	$	2

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	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In millions)	2024			2023			2024			2023
Rationalizations:
Americas	$	11		$	3		$	15		$	8
Europe, Middle East and Africa		3			64			10			88
Asia Pacific		2			—			13			3
Total Segment Rationalizations	$	16		$	67		$	38		$	99
Corporate		3			5			3			5
Total Rationalizations	$	19		$	72		$	41		$	104

Net (Gains) Losses on Asset Sales:
Americas	$	(14	)	$	(60	)	$	(14	)	$	(62	)
Europe, Middle East and Africa		(82	)		—			(80	)		—
Total Segment Net (Gains) Losses on Asset Sales	$	(96	)	$	(60	)	$	(94	)	$	(62	)

Asset Write-offs (Recoveries), Accelerated Depreciation, and Accelerated Lease Costs, net:
Americas	$	2		$	7		$	10		$	15
Europe, Middle East and Africa		17			4			33			(2	)
Asia Pacific		24			—			31			—
Total Segment Asset Write-offs (Recoveries), Accelerated Depreciation, and Accelerated Lease Costs, net	$	43		$	11		$	74		$	13
Corporate		—			—			20			—
Total Asset Write-offs (Recoveries), Accelerated Depreciation, and Accelerated Lease Costs, net	$	43		$	11		$	94		$	13

NOTE 8. FINANCING ARRANGEMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS

At ~~March~~June 3130, 2024, we had total credit arrangements of $11,~~476~~707 million, of which $3,~~313~~227 million were unused. At that date, approximately 26% of our debt was at variable interest rates averaging 7.0616%.

Notes Payable and Overdrafts, Long Term Debt and Finance Leases due Within One Year and Short Term Financing Arrangements

At ~~March~~June 3130, 2024, we had short term committed and uncommitted credit arrangements totaling $~~754~~907 million, of which $~~338~~403 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:

	March 31,			December 31,
	June 30,			December 31,
(In millions)	2024			2023
Chinese credit facilities	$	4184		$	15
Other foreign and domestic debt		~~347~~378			329
Notes Payable and Overdrafts	$	~~388~~462		$	344
Weighted average interest rate		97.0369	%		10.52	%
Chinese credit facilities	$	~~115~~127		$	54
Other foreign and domestic debt (including finance leases)		280			395
9.50% Notes due 2025		800			—
Long Term Debt and Finance Leases due Within One Year	$	395		$	449
Other foreign and domestic debt (including finance leases)		255			395
Weighted average interest rate		6.47	%		7.27	%
Long Term Debt and Finance Leases due Within One Year	$	1,182		$	449
Total obligations due within one year	$	783		$	793
Weighted average interest rate		8.70	%		7.27	%
Total obligations due within one year	$	1,644		$	793

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Long Term Debt and Finance Leases and Financing Arrangements

At ~~March~~June 3130, 2024, we had long term credit arrangements totaling $10,~~722~~800 million, of which $2,~~975~~824 million were unused.

The following table presents long term debt and finance leases, net of unamortized discounts, and interest rates:

	March 31, 2024						December 31, 2023
	June 30, 2024						December 31, 2023
				Interest						Interest
(In millions)	Amount			Rate			Amount			Rate
Notes:
9.5% due 2025	$	801					$	801
5% due 2026		900						900
4.875% due 2027		700						700
7.625% due 2027		~~127~~126						128
7% due 2028		150						150
2.75% Euro Notes due 2028		~~432~~428						442
5% due 2029		850						850
5.25% due April 2031		550						550
5.25% due July 2031		600						600
5.625% due 2033		450						450
Credit Facilities:
First lien revolving credit facility due 2026		~~630~~815			6.5658	%		385			6.71	%
European revolving credit facility due 2028		~~292~~241			5.3612	%		—			—
Pan-European accounts receivable facility		~~159~~204			5.9467	%		244			6.11	%
Mexican credit facility		200			7.4237	%		84			7.57	%
Chinese credit facilities		~~186~~181			32.7350	%		174			3.94	%
Other foreign and domestic debt(1)		~~622~~587			67.7015	%		591			7.44	%
		7,649						7,049
		7,783						7,049
Unamortized deferred financing fees		(3532	)					(37	)
		7,614						7,012
		7,751						7,012
Finance lease obligations(2)		~~264~~263						268
		7,878						7,280
		8,014						7,280
Less portion due within one year		(~~395~~1,182	)					(449	)
	$	76,~~483~~832					$	6,831

(1)

Interest rates are weighted average interest rates primarily related to various foreign credit facilities with customary terms and conditions.

(2)

Includes no$1 million of non-cash financing additions during the ~~three~~six months ended ~~March~~June 3130, 2024, and $17 million of non-cash financing additions during the twelve months ended December 31, 2023.

NOTES

At ~~March~~June 3130, 2024, we had $5,~~560~~555 million of outstanding notes, compared to $5,571 million at December 31, 2023.

On July 23, 2024, we called for redemption of $300 million in aggregate principal amount of our outstanding 9.5% Senior Notes due 2025 on August 7, 2024 (the “Redemption Date”). The redemption price will be equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date.

CREDIT FACILITIES

$2.75 billion Amended and Restated First Lien Revolving Credit Facility due 2026

Our amended and restated first lien revolving credit facility matures on June 8, 2026 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 value of our principal trademarks in an amount not to exceed $400 million, (iii) the value of eligible machinery and equipment, and (iv) certain cash in an amount not to exceed $275 million. 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 March 31, 2024, our borrowing base, and therefore our availability, under this facility was $178 million below the facility's stated amount of $2.75 billion.

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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 June 30, 2024, our borrowing base was above 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, 2020. 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 availability under the facility is greater than $750 million, 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 for a one month interest period plus 100 basis points). If Available Cash plus the availability under the facility is equal to or less than $750 million, 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 ~~March~~June 3130, 2024, we had $~~630~~815 million of borrowings and $1 million of letters of credit issued under the revolving credit facility. At December 31, 2023, we had $385 million of borrowings and $1 million of letters of credit issued under the revolving credit facility.

€800 million Amended and Restated Senior Secured European Revolving Credit Facility due 2028

The European revolving credit facility matures on January 14, 2028 and consists of (i) a €180 million German tranche that is available only to Goodyear Germany GmbH and (ii) a €620 million all-borrower tranche that is available to Goodyear Europe B.V. ("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 ~~March~~June 3130, 2024, there were no borrowings outstanding under the German tranche, $~~292~~241 million (€~~270~~225 million) of borrowings outstanding under the all-borrower tranche and no letters of credit outstanding under the European revolving credit facility. At December 31, 2023, we had no borrowings and no letters of credit outstanding under the European revolving credit facility.

Potential Future Financings

On July 22, 2024, we entered into a commitment letter (the “Commitment Letter”) to provide us a 364-day senior unsecured committed credit facility in an aggregate principal amount not to exceed $500 million (the “Committed Credit Facility”). If drawn, borrowings under the Committed Credit Facility would be required to be used solely to redeem our 9.5% Senior Notes Due 2025 (the “Notes”) that would remain outstanding subsequent to the partial redemption of $300 million of the Notes.

Prior to any funding under the Committed Credit Facility, the aggregate commitments under the Commitment Letter for the Committed Credit Facility would be reduced by the amount of any proceeds received by us in respect of certain asset sales and by the amount of any Notes redeemed, repurchased or otherwise repaid by us after the date of the Commitment Letter (other than the partial redemption of $300 million of the Notes). The commitments of the lenders under the Commitment Letter are subject to the execution and delivery of definitive documentation with respect to the Committed Credit Facility and other customary conditions. The Commitment Letter will terminate on the earliest of (i) the redemption, repurchase or other repayment of all of the Notes without the funding of the Committed Credit Facility, (ii) the execution and delivery of the Committed Credit Facility, (iii) our election to terminate the Commitment Letter, or (iv) June 2, 2025 (the final payment date for the Notes).

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Accounts Receivable Securitization Facilities (On-Balance Sheet)

GEBV and certain other of our European subsidiaries are parties to a pan-European accounts receivable securitization facility that expires in 2027. The terms of the facility provide the flexibility to designate annually the maximum amount of funding available under the facility in an amount of not less than €30 million and not more than €450 million. For the period from October 19, 2023 through October 16, 2024, the designated maximum amount of the facility 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 19, 2027, (b) the non-renewal and expiration (without substitution) of all of the back-up liquidity commitments, (c) the early termination of the facility according to its terms (generally upon an Early Amortisation Event (as defined in the facility), which includes, among other things, events similar to the events of default under our first lien revolving credit facility; certain tax law changes; or certain changes to law, regulation or accounting standards), or (d) our request for early termination of the facility. The facility’s current back-up liquidity commitments will expire on October 16, 2024.

At ~~March~~June 3130, 2024, the amounts available and utilized under this program totaled $~~159~~204 million (€~~147~~190 million). At December 31, 2023, the amounts available and utilized under this program totaled $244 million (€221 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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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 2023 Form 10-K.

Accounts Receivable Factoring Facilities (Off-Balance Sheet)

We have sold certain of our trade receivables under off-balance sheet programs. For these programs, we have concluded that there is generally no risk of loss to us from non-payment of the sold receivables. At ~~March~~June 3130, 2024, the gross amount of receivables sold was $~~689~~656 million, compared to $693 million at December 31, 2023.

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 $~~860~~841 million and $892 million at ~~March~~June 3130, 2024 and December 31, 2023, respectively. The amounts confirmed to the financial institutions were $~~609~~672 million and $580 million at ~~March~~June 3130, 2024 and December 31, 2023, 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 ~~March~~June 3130, 2024, the amounts available and utilized under this facility were $200 million. At December 31, 2023, the amounts available and utilized under this facility were $200 million and $84 million, respectively. The facility matures on November 22, 2026, has covenants relating to the Mexican and U.S. subsidiaries and has customary representations and warranties and defaults relating to the Mexican and U.S. subsidiaries’' ability to perform their respective obligations under the facility. The facility matures in 2024; however, our subsidiaries have received a commitment to renew and extend the facility under substantially the same customary representations, warranties and default provisions with a maturity date in 2026.

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.

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The following table presents the total amounts available and utilized under the Chinese financing arrangements:

	March 31,		December 31,
	June 30,		December 31,
(In millions)	2024		2023
Total available	$	~~953~~964	$	937
Amounts utilized:
Notes Payable and Overdrafts	$	4184	$	15
Long Term Debt due Within One Year		~~115~~127		54
Long Term Debt		7154		120
Letters of credit, bank acceptances and other utilization		~~116~~224		91
Total utilized	$	~~343~~489	$	280
Maturities	47/24-8/28		2/24-8/28

Certain of these facilities can only be used to finance the expansion of one of our manufacturing facilities in China and the unused amount available under these facilities was $93 million at both ~~March~~June 3130, 2024 and December 31, 2023.

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.

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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:

	March 31,			December 31,
	June 30,			December 31,
(In millions)	2024			2023
Fair Values — Current asset (liability):
Accounts receivable	$	1821		$	2
Other current liabilities		(59	)		(27	)

At ~~March~~June 3130, 2024 and December 31, 2023, these outstanding foreign currency derivatives had notional amounts of $1,~~867~~775 million and $1,930 million, respectively, and were primarily related to intercompany loans. Other (Income) Expense included net transaction gains on derivatives of $3510 million and $45 million for the three and six months ended June 30, 2024. Other (Income) Expense included net transaction ~~losses~~gains on derivatives of $26 million and $4 million for the three and six months ended ~~March~~June 3130, ~~2024 and~~ 2023~~, respectively~~. These amounts were substantially offset in Other (Income) Expense by the effect of changing exchange rates on the underlying currency exposures.

The following table presents fair values for foreign currency hedge contracts that meet the criteria to be accounted for as cash flow hedging instruments:

	March 31,		December 31,
	June 30,		December 31,
(In millions)	2024		2023
Fair Values — Current asset (liability):
Accounts receivable	$	—	$	—
Other current liabilities		—		(2	)

At ~~March~~June 3130, 2024 and December 31, 2023, these outstanding foreign currency derivatives had no notional ~~amounts~~amount ~~of $2 million~~ and $27 million, respectively, and primarily related to U.S. dollar denominated intercompany transactions. Based on our current forecasts, we believe that it is probable that the underlying hedge transactions will occur within an appropriate time frame in order to continue to qualify for cash flow hedge accounting treatment.

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.

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The following table presents the classification of changes in fair values of foreign currency contracts that meet the criteria to be accounted for as cash flow hedging instruments (before tax and minority):

	Three Months Ended					Six Months Ended
	March 31,
	June 30,					June 30,
(In millions)	2024		2023			2024		2023
Amount of gains (losses) deferred to Accumulated Other Comprehensive Loss ("AOCL")	$	—	$	(2	)	$	—	$	(4	)
Reclassification adjustment for amounts recognized in Cost of Goods Sold ("CGS")		1—		—			1		—

No net deferred losses at ~~March~~June 3130, 2024 are expected to be reclassified to earnings within the next twelve months.

The counterparties to our foreign currency contracts were considered by us to be substantial and creditworthy financial institutions that were recognized market makers at the time we entered into those contracts. We seek to control our credit exposure to these counterparties by diversifying across multiple counterparties, by setting counterparty credit limits based on long term credit ratings and other indicators of counterparty credit risk such as credit default swap spreads and default probabilities, and by monitoring the financial strength of these counterparties on a regular basis. We also enter into master netting agreements with counterparties when possible. By controlling and monitoring exposure to counterparties in this manner, we believe that we effectively manage the risk of loss due to nonperformance by a counterparty. However, the inability of a counterparty to fulfill its contractual obligations to us could have a material adverse effect on our liquidity, financial position or results of operations in the period in which it occurs.

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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 ~~March~~June 3130, 2024 and December 31, 2023:

	Total Carrying Value in the Consolidated Balance Sheets				Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)				Significant OtherObservable Inputs(Level 2)				Significant Unobservable Inputs (Level 3)
(In millions)	2024		2023		2024		2023		2024		2023		2024		2023
Assets:
Investments	$	2120	$	19	$	2120	$	19	$	—	$	—	$	—	$	—
Foreign Exchange Contracts		1821		2		—		—		1821		2		—		—
Total Assets at Fair Value	$	3941	$	21	$	2120	$	19	$	1821	$	2	$	—	$	—
Liabilities:
Foreign Exchange Contracts	$	59	$	29	$	—	$	—	$	59	$	29	$	—	$	—
Total Liabilities at Fair Value	$	59	$	29	$	—	$	—	$	59	$	29	$	—	$	—

The following table presents supplemental fair value information about long term fixed rate and variable rate debt, excluding finance leases, at ~~March~~June 3130, 2024 and December 31, 2023:

	March 31,		December 31,
	June 30,		December 31,
(In millions)	2024		2023
Fixed Rate Debt:(1)
Carrying amount — liability	$	5,~~707~~716	$	5,720
Fair value — liability		5,~~455~~459		5,488
Variable Rate Debt:(1)
Carrying amount — liability	$	12,~~907~~034	$	1,292
Fair value — liability		1,~~869~~998		1,286

(1)

Excludes Notes Payable and Overdrafts of $~~388~~462 million and $344 million at ~~March~~June 3130, 2024 and December 31, 2023, respectively, of which $~~170~~251 million and $111 million, respectively, are at fixed rates and $~~218~~211 million and $233 million, respectively, are at variable rates. The carrying value of Notes Payable and Overdrafts approximates fair value due to the short term nature of the facilities.

Long term debt with fair values of $5,273 million and $5,301 million at March 31, 2024 and December 31, 2023, respectively, were estimated using quoted Level 1 market prices. The carrying value of the remaining debt was based upon internal estimates of fair value derived from market prices for similar debt.20

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Long term debt with fair values of $5,265 million and $5,301 million at June 30, 2024 and December 31, 2023, respectively, were estimated using quoted Level 1 market prices. The carrying value of the remaining debt was based upon internal estimates of fair value derived from market prices for similar debt.

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						Six Months Ended
	March 31,
	June 30,						June 30,
(In millions)	2024			2023			2024			2023
Service cost	$	2		$	2		$	4		$	4
Interest cost		4443			4952			87			101
Expected return on plan assets		(52	)		(5860	)		(104	)		(118	)
Amortization of net losses		24			2524			48			49
Net periodic pension cost	$	1817		$	18		$	35		$	36
Net curtailments/settlements/termination benefits		(5—	)		—33			(5	)		33
Total defined benefit pension cost	$	1317		$	1851		$	30		$	69


	Non-U.S.						Non-U.S.
	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In millions)	2024			2023			2024			2023
Service cost	$	4		$	4		$	9		$	9
Interest cost		26			27			53			54
Expected return on plan assets		(22	)		(23	)		(45	)		(46	)
Amortization of prior service cost		1			1			1			1
Amortization of net losses		5			4			10			9
Net periodic pension cost	$	14		$	13		$	28		$	27
Net curtailments/settlements/termination benefits		—			3			—			3
Total defined benefit pension cost	$	14		$	16		$	28		$	30

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	Non-U.S.
	Three Months Ended
	March 31,
(In millions)	2024			2023
Service cost	$	5		$	5
Interest cost		27			27
Expected return on plan assets		(23	)		(23	)
Amortization of net losses		5			5
Net periodic pension cost	$	14		$	14

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 first ~~quarter~~six months of 2024, a pension settlement credit of $5 million was recorded in Other (Income) Expense. The settlement credit resulted from a premium refund related to the purchase of a group annuity contract for the Cooper Tire U.S. ~~salaried~~Salaried defined benefit pension plan indescribed ~~2023~~below.

WeDuring ~~also~~the ~~provide~~second ~~certain~~quarter ~~U.S.~~of ~~employees~~2023, ~~and~~we ~~employees~~settled atall ~~certain~~plan ~~non-~~benefits of the Cooper Tire U.S. ~~subsidiaries~~Salaried defined benefit pension plan, with ~~health~~lump ~~care~~sum ~~benefits~~payments orto ~~life~~electing ~~insurance~~participants ~~benefits~~and ~~upon~~the ~~retirement~~purchase of a group annuity contract. ~~Other~~During ~~postretirement~~the ~~benefits~~second ~~expense~~quarter ~~for~~of 2023, we also settled all plan benefits of the ~~three~~Ireland ~~months~~defined ~~ended~~benefit ~~March~~pension ~~31,~~plan. ~~2024~~In the second quarter and first six months of 2023, ~~was~~pension settlement charges of $236 million ~~for~~were ~~each~~recorded ~~period.~~in Other (Income) Expense in conjunction with the termination of these plans.

We ~~expect~~also toprovide ~~contribute~~certain ~~$25~~U.S. ~~million~~employees toand ~~$50~~employees ~~million~~at tocertain ~~our funded~~ non-U.S. ~~pension~~subsidiaries ~~plans~~with inhealth ~~2024~~care benefits or life insurance benefits upon retirement. ~~For~~Other postretirement benefits expense for the three months ended ~~March~~June 3130, 2024 and 2023 was $2 million for each period and for the six months ended June 30, we2024 ~~contributed~~and 2023 was $94 million tofor ~~our~~each ~~non-U~~period.~~S. plans.~~

~~The~~We ~~expense~~expect ~~recognized~~to ~~for~~contribute ~~our~~$25 ~~contributions~~million to ~~defined~~$35 ~~contribution~~million ~~savings~~to our funded non-U.S. pension plans ~~for~~in 2024. For the three and six months ended ~~March~~June 3130, 2024, ~~and~~we ~~2023~~contributed ~~was~~ $377 million and $3516 million, respectively, to our non-U.S. plans.

The expense recognized for our contributions to defined contribution savings plans for the three months ended June 30, 2024 and 2023 was $33 million and $32 million, respectively, and for the six months ended June 30, 2024 and 2023 was $70 million and $67 million, respectively.

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NOTE 11. STOCK COMPENSATION PLANS

Our Board of Directors granted 1.69 million restricted stock units and 1.2 million performance share units during the ~~three~~six months ended ~~March~~June 3130, 2024 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 $12.3340 for restricted stock units and $11.45 for performance share units granted during the ~~three~~six months ended ~~March~~June 3130, 2024.

We recognized stock-based compensation expense of $36 million and $59 million during the three and six months ended ~~March~~June 3130, 2024 ~~and 2023~~, respectively. At ~~March~~June 3130, 2024, unearned compensation cost related to the unvested portion of all stock-based awards was approximately $3532 million and is expected to be recognized over the remaining vesting period of the respective grants, through the ~~first~~second quarter of 2027. We recognized stock-based compensation expense of $11 million and $16 million during the three and six months ended June 30, 2023, respectively.

NOTE 12. COMMITMENTS AND CONTINGENT LIABILITIES

Environmental Matters

We have recorded liabilities totaling $8284 million and $80 million at ~~March~~June 3130, 2024 and December 31, 2023, 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, $2625 million and $27 million were included in Other Current Liabilities at ~~March~~June 3130, 2024 and December 31, 2023, respectively. The costs include legal and consulting fees, site studies, the design and implementation of remediation plans, post-remediation monitoring and related activities, and will be paid over several years. 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.

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Workers’ Compensation

We have recorded liabilities, on a discounted basis, totaling $~~169~~171 million and $167 million for anticipated costs related to workers’ compensation at ~~March~~June 3130, 2024 and December 31, 2023, respectively. Of these amounts, $3234 million and $37 million were included in Current Liabilities as part of Compensation and Benefits at ~~March~~June 3130, 2024 and December 31, 2023, respectively. The costs include an estimate of expected settlements on pending claims, defense costs and a provision for claims incurred but not reported. These estimates are based on our assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and current cost trends. The amount of our ultimate liability in respect of these matters may differ from these estimates. We periodically, and at least annually, update our loss development factors based on actuarial analyses. At ~~March~~June 3130, 2024 and December 31, 2023, the liability was discounted using a risk-free rate of return. At ~~March~~June 3130, 2024, we estimate that it is reasonably possible that the liability could exceed our recorded amounts by approximately $20 million.

General and Product Liability and Other Litigation

We have recorded liabilities for both asserted and unasserted claims totaling $~~446~~427 million and $438 million, including related legal fees expected to be incurred, for potential product liability and other tort claims, including asbestos claims, at ~~March~~June 3130, 2024 and December 31, 2023, respectively. Of these amounts, $4762 million and $46 million were included in Other Current Liabilities at ~~March~~June 3130, 2024 and December 31, 2023, respectively. The amounts recorded were estimated based on an assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and, where available, recent and current trends. Based upon that assessment, at ~~March~~June 3130, 2024, we do not believe that estimated reasonably possible losses associated with general and product liability claims in excess of the amounts recorded will have a material adverse effect on our financial position, cash flows or results of operations. 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 $11 million and within~~ Other Assets of $34 million for Sumitomo Rubber Industries, Ltd.'s ("SRI") obligation to indemnify us for certain product liability claims related to products manufactured by a formerly consolidated joint venture entity, subject to certain caps and restrictions.

Asbestos. We are a defendant in numerous lawsuits alleging various asbestos-related personal injuries purported to result from alleged exposure to asbestos in certain products manufactured by us or present in certain of our facilities. Typically, these lawsuits have been brought against multiple defendants in state and federal courts. To date, we have disposed of approximately 160,100 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 approximately $584 million through March 31, 2024 and $580 million through December 31, 2023.22

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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 160,500 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 approximately $587 million through June 30, 2024 and $580 million through December 31, 2023.

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.

	Three Months Ended			Year Ended
	Six Months Ended			Year Ended
(Dollars in millions)	~~March~~June 3130, 2024			December 31, 2023
Pending claims, beginning of period		35,800			37,200
New claims filed		~~250~~450			900
Claims settled/dismissed		(~~200~~600	)		(2,300	)
Pending claims, end of period		35,~~850~~650			35,800
Payments(1)	$	36		$	15

(1)

Represents cash payments made during the period by us and our insurers for asbestos litigation defense and claim resolution.

We periodically, and at least annually, review our existing reserves for pending claims, including a reasonable estimate of the liability associated with unasserted asbestos claims, and estimate our receivables from probable insurance recoveries. We recorded gross liabilities for both asserted and unasserted claims, inclusive of defense costs, totaling $121 million and $120 million at ~~March~~June 3130, 2024 and December 31, 2023, 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.

20We recorded an insurance receivable related to asbestos claims of $65 million and $66 million at June 30, 2024 and December 31, 2023, respectively. We expect that approximately 55% of asbestos claim related losses would be recoverable through insurance during the ten-year period covered by the estimated liability. Of these amounts, $10 million were included in Current Assets as part of Accounts Receivable at both June 30, 2024 and December 31, 2023. The recorded receivable consists of an amount we expect to collect under coverage-in-place agreements with certain primary and excess insurance carriers as well as an amount we believe is probable of recovery from certain of our other excess insurance carriers.

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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 $67 million and $66 million at March 31, 2024 and December 31, 2023, respectively. We expect that approximately 55% of asbestos claim related losses would be recoverable through insurance during the ten-year period covered by the estimated liability. Of these amounts, $10 million were included in Current Assets as part of Accounts Receivable at both March 31, 2024 and December 31, 2023. The recorded receivable consists of an amount we expect to collect under coverage-in-place agreements with certain primary and excess insurance carriers as well as an amount we believe is probable of recovery from certain of our other excess insurance carriers.

We believe that, at December 31, 2023, we had approximately $520 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.~~

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outcome of these matters, individually and in the aggregate, will not have a material adverse effect on our financial position or overall trends in results of operations.

Our recorded liabilities and estimates of reasonably possible losses for the contingent liabilities described above are based on our assessment of potential liability using the information available to us at the time and, where applicable, any past experience and recent and current trends with respect to similar matters. Our contingent liabilities are subject to inherent uncertainties, and unfavorable judicial or administrative decisions could occur which we did not anticipate. Such an unfavorable decision could include monetary damages, fines or other penalties or an injunction prohibiting us from taking certain actions or selling certain products. If such an unfavorable decision were to occur, it could result in a material adverse impact on our financial position and results of operations in the period in which the decision occurs or in future periods.

Income Tax Matters

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We also recognize income tax benefits to the extent that it is more likely than not that our positions will be sustained when challenged by the taxing authorities. We derecognize income tax benefits when based on new information we determine that it is no longer more likely than not that our position will be sustained. To the extent we prevail in matters for which liabilities have been established, or determine we need to derecognize tax benefits recorded in prior periods, our results of operations and effective tax rate in a given period could be materially affected. An unfavorable tax settlement would require use of our cash, and lead to recognition of expense to the extent the settlement amount exceeds recorded liabilities and, in the case of an income tax settlement, result in an increase in our effective tax rate in the period of resolution. A favorable tax settlement would be recognized as a reduction of expense to the extent the settlement amount is lower than recorded 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.

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.

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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 $32 million and $31 million at ~~March~~June 3130, 2024 and December 31, 2023, respectively. We issue guarantees to financial institutions or other entities on behalf of certain of our affiliates, lessors or customers. We generally do not require collateral in connection with the issuance of these guarantees.

In 2015, as a result of the dissolution of the global alliance with SRI, we issued a guarantee of $46 million to an insurance company related to SRI's obligation to pay certain outstanding workers' compensation claims of a formerly consolidated joint venture entity. As of ~~March~~June 3130, 2024, this guarantee amount has been reduced to $18 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. During the first quarter of 2024, the revolving loan commitment increased from $100 million to $130 million. At ~~March~~June 3130, 2024, $~~117~~113 million was drawn on this commitment, which includes $2 million of interest. At December 31, 2023, $96 million was drawn on this commitment, which includes $2 million of interest.

~~Subsequent Event~~24

InTable ~~March 2024, we received net proceeds~~ of $108 million from the sale of a distribution center in Germany. In April 2024, once the transaction closed, we recognized a gain, net of transaction costs, of approximately $80 million in Other (Income) Expense.Contents

NOTE 13. CAPITAL STOCK

Common Stock Repurchases

We may repurchase shares delivered to us by employees as payment for the exercise price of stock options and the withholding taxes due upon the exercise of stock options or the vesting or payment of stock awards. During the first ~~three~~six months of 2024, 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 ~~three~~six months ended ~~March~~June 3130, 2024 and 2023, after tax and minority interest.

(In millions) Income (Loss)	ForeignCurrencyTranslationAdjustment			Unrealized Gains (Losses) from Securities		UnrecognizedNet ActuarialLosses andPrior ServiceCosts			DeferredDerivativeGains (Losses)		Total
Balance at December 31, 2023	$	(1,613	)	$	1	$	(2,224	)	$	1	$	(3,835	)
Other comprehensive income (loss) before reclassifications		(655	)		—		410			—		(245	)
Amounts reclassified from accumulated other comprehensive loss		—			—		1737			1		1838
Balance at March 31, 2024	$	(1,619	)	$	1	$	(2,203	)	$	2	$	(3,819	)
Balance at June 30, 2024	$	(1,668	)	$	1	$	(2,177	)	$	2	$	(3,842	)

(In millions) Income (Loss)	ForeignCurrencyTranslationAdjustment			Unrealized Gains (Losses) from Securities		UnrecognizedNet ActuarialLosses andPrior ServiceCosts			DeferredDerivativeGains (Losses)			Total
Balance at December 31, 2022	$	(1,663	)	$	1	$	(2,215	)	$	2		$	(3,875	)
Other comprehensive income (loss) before reclassifications		3431			—		(211	)		(24	)		3038
Amounts reclassified from accumulated other comprehensive loss		—			—		2169			—			2169
Balance at March 31, 2023	$	(1,629	)	$	1	$	(2,196	)	$	—		$	(3,824	)
Balance at June 30, 2023	$	(1,632	)	$	1	$	(2,135	)	$	(2	)	$	(3,768	)

The following table presents reclassifications out of AOCL:

	Three Months EndedMarch 31,
	Three Months EndedJune 30,						Six Months EndedJune 30,
	2024			2023			2024			2023
(In millions) (Income) Expense	Amount Reclassified						~~Affected~~Amount ~~Line Item in the Consolidated~~Reclassified						Affected Line Item in the Consolidated
Component of AOCL	from AOCL						~~Statements~~from ~~of Operations~~AOCL						Statements of Operations
Amortization of prior service cost and unrecognized gains and losses	$	2826		$	2826		~~Other (Income) Expense~~$	54		$	54		Other (Income) Expense
Immediate recognition of prior service cost and unrecognized gains and losses due to curtailments, settlements and divestitures		(5—	)		—36		~~Other (Income) Expense / Rationalizations~~	(5	)		36		Other (Income) Expense / Rationalizations
Unrecognized net actuarial losses and prior service costs, before tax		2326			2862			49			90
Tax effect		(6	)		(714	)	~~United States and Foreign Taxes~~	(12	)		(21	)	United States and Foreign Taxes
Net of tax	$	1720		$	2148		~~Goodyear Net Income (Loss)~~$	37		$	69		Goodyear Net Income (Loss)
Deferred derivative (gains) losses, before tax	$	1—		$	—		~~Cost of Goods Sold~~$	1		$	—		Cost of Goods Sold
Tax effect		—			—		~~United States and Foreign Taxes~~	—			—		United States and Foreign Taxes
Net of tax	$	1—		$	—		~~Goodyear Net Income (Loss)~~$	1		$	—		Goodyear Net Income (Loss)
Total reclassifications	$	1820		$	2148		~~Goodyear Net Income (Loss)~~$	38		$	69		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						Six Months Ended
	March 31,
	June 30,						June 30,
(In millions)	2024			2023			2024			2023
Net Income (Loss) Attributable to Minority Shareholders	$	(15	)	$	2—		$	(6	)	$	2
Other Comprehensive Income (Loss):
Foreign currency translation		(31	)		3(1	)		(4	)		2
Other Comprehensive Income (Loss)	$	(31	)	$	3(1	)	$	(4	)	$	2
Comprehensive Income (Loss) Attributable to Minority Shareholders	$	(46	)	$	5(1	)	$	(10	)	$	4

23NOTE 15. SUBSEQUENT EVENTS

On July 22, 2024, we signed a definitive agreement to sell our off-the-road ("OTR") tire business to The Yokohama Rubber Company, Limited ("Yokohama") for $905 million in cash, subject to certain adjustments. Pursuant to a product supply agreement to be entered into with Yokohama in connection with the closing of the transaction, we will manufacture certain OTR tires for Yokohama at some of our manufacturing facilities for an initial period of up to five years after the closing of the transaction. The transaction is subject to regulatory approvals, other customary closing conditions and consultations.

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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 5554 manufacturing facilities in 2221 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

On November 15, 2023, we announced a transformation plan, Goodyear Forward, that is intended to optimize our portfolio of products, deliver segment operating margin expansion and reduce our leverage in order to drive sustainable, long-term shareholder value creation. Optimization of our portfolio consists of a strategic review of three major asset groups: our chemical operations which produces synthetic rubber and other chemical products in our Americas segment, the Dunlop brand for which we own rights in certain markets throughout the world, but is primarily used in our EMEA segment, and our off-the-road tire ~~product operations~~business. Our plans for margin expansion include brand optimization and tiering to capitalize on premium tire pricing and volume and a reduction of our overall exposure related to lower-tiered products either through margin expansion or product line rationalization. Our plans for margin expansion also include a reduction of our cost structure by $1 billion, including actions related to our manufacturing footprint, plant optimization, further improvement of our purchasing leverage, reduction of Selling, Administrative and General expenses (“SAG”) and improvements in our supply chain planning and logistics. We anticipate the accumulated benefit of these actions will improve our segment operating margin to approximately 10% by the end of 2025. During the ~~first~~three ~~quarter~~and ofsix months ended June 30, 2024, the Goodyear Forward plan provided $7290 million and $162 million, respectively, in benefits to segment operating income.

~~Our~~On ~~tire~~July ~~manufacturing~~22, ~~facility~~2024, inwe ~~Debica,~~signed ~~Poland~~a ~~(“Debica”)~~definitive ~~continues~~agreement to ~~recover~~sell ~~from~~our aoff-the-road ~~fire~~("OTR") intire ~~the~~business ~~third~~to ~~quarter~~The ofYokohama ~~2023~~Rubber ~~and~~Company, ~~full~~Limited ~~ramp-up~~("Yokohama") isfor ~~expected~~$905 million in ~~the~~cash, ~~third~~subject ~~quarter~~to ofcertain ~~2024~~adjustments. WePursuant ~~estimate~~to ~~the~~a ~~negative~~product ~~impact~~supply onagreement ~~our~~to ~~earnings~~be ~~during~~entered ~~the~~into ~~first~~with ~~quarter~~Yokohama ~~was~~in ~~approximately~~connection ~~$14~~with ~~million~~the ~~($11~~closing ~~million~~of ~~after-tax~~the ~~and minority)~~transaction, ~~including~~we $3will ~~million~~manufacture ofcertain ~~corporate~~OTR ~~expense~~tires for anYokohama ~~insurance~~at ~~deductible~~some ~~and~~of anour ~~$11~~manufacturing ~~million~~facilities ~~impact~~for onan ~~EMEA’s~~initial ~~segment~~period ~~operating income, primarily comprised~~ of ~~fixed~~up ~~costs~~to ~~incurred~~five ~~during~~years after the ~~ramp-up~~closing of the ~~facility~~transaction. ~~There~~The ~~were~~transaction nois ~~significant~~subject ~~lost~~to ~~sales~~regulatory ~~during~~approvals, ~~the~~other ~~first~~customary ~~quarter~~closing asconditions aand ~~result~~consultations ofand ~~leveraging~~is ~~existing~~expected ~~inventory~~to ~~and~~close ~~increasing~~by ~~production~~early ~~at other facilities~~2025.

Our ~~results~~tire ~~for~~manufacturing facility in Debica, Poland (“Debica”) continues to recover from a fire in the ~~first~~third quarter of ~~2024~~2023 ~~include~~and afull ~~3.3%~~ramp-up ~~decrease~~is expected in ~~tire~~the ~~unit~~third ~~shipments~~quarter ~~compared~~of to2024. ~~2023,~~During ~~primarily~~the ~~due~~three toand ~~lower~~six ~~global~~months ~~replacement~~ended ~~tire~~June ~~volume~~30, ~~partially~~2024, ~~offset~~we byreceived ~~growth~~a inbenefit ~~OE,~~of ~~primarily~~$43 inmillion ~~Asia~~($30 ~~Pacific.~~million Weafter-tax ~~experienced~~and ~~approximately~~minority) and $5829 million of($19 ~~inflationary~~million ~~cost~~after-tax ~~pressures~~and minority), ~~which~~respectively, ~~were~~from ~~partially~~insurance ~~offset~~recoveries, bynet ~~lower costs~~ of ~~$25~~fixed ~~million,~~costs ~~excluding~~incurred during the ~~impact~~ramp-up of ~~Goodyear~~the ~~Forward~~facility.

~~Net~~Our ~~sales~~results infor the ~~first~~second quarter of 2024 ~~were~~include ~~$4,537~~a ~~million,~~1.7% ~~compared~~decrease ~~to $4,941 million~~ in ~~the~~tire ~~first~~unit ~~quarter~~shipments ofcompared to 2023., ~~Net sales decreased in 2024~~ primarily due to lower ~~tire~~global ~~volume~~replacement intire ~~Americas and EMEA~~volume, partially offset by ~~higher~~growth ~~tire volume~~ in ~~Asia~~OE. ~~Pacific,~~In athe ~~global~~second ~~decline~~quarter inof ~~price and product mix~~2024, ~~unfavorable~~we ~~foreign~~experienced ~~currency~~approximately ~~translation~~$59 inmillion ~~EMEA and Asia Pacific, driven by the strengthening~~ of ~~the~~inflationary ~~U.S.~~cost ~~dollar~~pressures, ~~and~~which awere ~~decrease~~partially inoffset ~~sales~~by inlower ~~other~~costs ~~tire-related~~of ~~businesses,~~$34 ~~primarily related to a decrease in third-party chemical sales in Americas and declines in retail sales in EMEA and Asia Pacific~~million, ~~partially~~excluding ~~offset~~the byimpact ~~growth~~of inGoodyear ~~EMEA's Fleet Solutions~~Forward.

InNet sales in the ~~first~~second quarter of 2024, ~~Goodyear~~were ~~net~~$4,570 ~~loss~~million, ~~was~~compared to $574,867 million, orin $0the second quarter of 2023.20 ~~per~~Net ~~share,~~sales ~~compared~~decreased toin ~~Goodyear~~2024 ~~net~~primarily ~~loss~~due ofto ~~$101~~lower ~~million~~tire volume in Americas, orpartially ~~$0.35~~offset ~~per~~by ~~share~~higher tire volume in Asia Pacific, global declines in price and product mix and the ~~first~~negative ~~quarter~~impact of ~~2023.~~changes ~~The~~in ~~decrease~~foreign exchange rates in ~~Goodyear~~EMEA ~~net~~and ~~loss~~Asia ~~was~~Pacific, ~~primarily~~driven ~~due~~by tothe ~~higher~~strengthening ~~segment~~of ~~operating~~the ~~income,~~U.S. dollar. These decreases were partially offset by ~~rationalization~~sales ~~actions~~lost ~~and~~during ~~execution~~the ~~costs~~second ~~related~~quarter of 2023 due to ~~Goodyear~~a ~~Forward,~~storm ~~including~~at ~~accelerated~~our ~~depreciation~~tire ~~and~~manufacturing ~~accelerated~~facility ~~lease~~in ~~costs~~Tupelo, ~~related~~Mississippi to("Tupelo") ~~announced~~and ~~facility~~higher ~~closures~~sales in ~~Americas~~other ~~and~~tire-related ~~EMEA~~businesses, ~~and~~primarily due to higher third-party ~~consulting~~chemical ~~costs~~sales in Americas.

~~Total~~In ~~segment operating income for~~ the ~~first~~second quarter of 2024, Goodyear net income was $~~247~~85 million, or $0.30 per share, compared to Goodyear net loss of $~~125~~208 million, or $0.73 per share, in the ~~first~~second quarter of 2023. The ~~$122~~change ~~million~~in ~~increase~~Goodyear net income was primarily due to ~~lower~~higher ~~raw~~segment ~~material~~operating ~~costs of $261 million~~income, ~~lower~~which ~~transportation~~included ~~and~~the ~~imported~~impact ~~tire costs~~ of ~~$75~~insurance ~~million~~recoveries, ~~benefits~~higher ~~from~~other ~~the~~income, ~~Goodyear~~primarily ~~Forward~~due ~~plan~~to oflower ~~$72~~pension ~~million,~~expense and ahigher ~~favorable~~net $8gains ~~million~~on ~~tax~~asset ~~item~~sales, inand ~~Brazil.~~lower ~~These~~rationalization ~~increases~~charges, ~~were~~ partially offset by ~~declines~~execution incosts ~~price~~related ~~and~~to ~~product~~Goodyear ~~mix of $134 million~~Forward, ~~primarily~~including inaccelerated ~~Americas~~depreciation and ~~EMEA,~~accelerated ~~increased~~lease ~~conversion~~ costs ofrelated ~~$102~~to ~~million~~announced ~~driven~~facility byclosures ~~inflation,~~and ~~lower~~third-party ~~tire~~consulting ~~volume of $28 million~~costs, ~~primarily~~and inhigher ~~Americas~~U.S. and ~~EMEA,~~Foreign anTax ~~$11~~Expense ~~million~~as ~~negative~~a ~~impact~~result ~~due~~of toimproved ~~the~~operating ~~Debica~~results. ~~fire~~Additionally, aour $7results ~~million lower benefit related to a reduction~~ in ~~U.S.~~the ~~duty~~second ~~rates~~quarter onof ~~various~~2023 ~~commercial~~included ~~tires~~the ~~from~~impact ~~China~~of ~~compared~~a tosevere ~~2023~~storm inat ~~Americas~~Tupelo, ~~and~~estimated ~~unfavorable~~to ~~foreign~~negatively ~~currency~~impact ~~translation~~earnings ofby $264 million ~~driven~~($52 bymillion ~~the~~after-tax ~~strengthening~~and ~~of the U~~minority).~~S. dollar. Refer to "Results of Operations — Segment Information" for additional information.~~

2427

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Total segment operating income for the second quarter of 2024 was $339 million, compared to $124 million in the second quarter of 2023. The $215 million increase was primarily due to lower raw material costs of $160 million, benefits from the Goodyear Forward plan of $90 million, $50 million related to the 2023 negative impact of the Tupelo storm, a benefit from insurance recoveries related to the Debica fire of $50 million, partially offset by the continued impact of the fire on Debica fixed cost absorption during ramp-up of $7 million, and a benefit of $20 million from insurance proceeds for business interruptions resulting from storm damage events in prior years. These increases were partially offset by higher conversion costs of $67 million, driven by the effect of lower tire production on fixed cost absorption and inflation, declines in price and product mix of $59 million, primarily in Americas and EMEA, and lower tire volume of $41 million, primarily in Americas. Refer to "Results of Operations — Segment Information" for additional information.

Net sales in the first six months of 2024 were $9,107 million, compared to $9,808 million in the first six months of 2023. Net sales decreased in 2024 primarily due to lower tire volume in Americas and EMEA, partially offset by higher tire volume in Asia Pacific, global declines in price and product mix and the negative impact of changes in foreign exchange rates in EMEA and Asia Pacific, driven by the strengthening of the U.S. dollar, partially offset by sales lost during the first half of 2023 due to the Tupelo storm.

In the first six months of 2024, Goodyear net income was $28 million, or $0.10 per share, compared to Goodyear net loss of $309 million, or $1.08 per share, in the first six months of 2023. The change in Goodyear net income was primarily due to higher segment operating income, which included the impact of insurance recoveries, higher other income, primarily due to lower pension expense and higher net gains on asset sales, and lower rationalization charges. These decreases were partially offset by execution costs related to Goodyear Forward, including accelerated depreciation and accelerated lease costs related to announced facility closures and third-party consulting costs, and higher U.S. and Foreign Tax Expense as a result of improved operating results. Additionally, our results in the first half of 2023 included the impact of the Tupelo storm, estimated to negatively impact earnings by $64 million ($52 million after-tax and minority).

Total segment operating income for the first six months of 2024 was $586 million, compared to $249 million in the first six months of 2023. The $337 million increase was primarily due to lower raw material costs of $421 million, benefits from the Goodyear Forward plan of $162 million, lower transportation costs of $87 million, $50 million related to the 2023 negative impact of the Tupelo storm, a benefit from insurance recoveries related to the Debica fire of $50 million, partially offset by the continued impact of the fire on Debica fixed cost absorption during ramp-up of $18 million, a benefit of $20 million from insurance proceeds for business interruptions resulting from storm damage events in prior years, and a favorable $8 million tax item in Brazil. These increases were partially offset by declines in price and product mix of $193 million, primarily in Americas and EMEA, increased conversion costs of $169 million driven by inflation and the effect of lower tire production on fixed cost absorption, and lower tire volume of $69 million, primarily in Americas and EMEA. Refer to "Results of Operations — Segment Information" for additional information.

Liquidity

At ~~March~~June 3130, 2024, we had $~~893~~789 million of cash and cash equivalents as well as $3,~~313~~227 million of unused availability under our various credit agreements, compared to $902 million and $4,247 million, respectively, at December 31, 2023. The decrease in cash and cash equivalents of $9113 million was primarily due to net cash used for operating activities of $~~451~~518 million, capital expenditures of $~~318~~634 million, and loans to TireHub, LLC ("TireHub") of $2117 million ~~and accounts receivable factoring transactions of $18 million~~, partially offset by net borrowings of $~~684~~919 million, ~~and~~ proceeds from asset dispositions and sale and leaseback transactions of $~~108~~124 million, primarily from ~~prepaid~~the ~~cash~~sale ~~proceeds~~of ~~received~~a ~~from~~distribution ~~the~~center in Germany and sale and leaseback of a ~~distribution~~warehouse ~~center~~in Americas, and insurance recoveries of $37 million for the replacement of equipment damaged in ~~Germany~~the Debica fire. Net cash used for operating activities reflects cash used for working capital of $~~539~~788 million and rationalization payments of $55105 million, as well as the Company's net ~~loss~~income for the period of $5822 million, which includes non-cash charges for depreciation and amortization of $~~284~~546 million, ~~and~~ net rationalization charges of $2241 million. and a non-cash gain on asset sales of $94 million. Refer to "Liquidity and Capital Resources" for additional information.

Outlook

~~Looking~~Our ~~ahead~~unit volume will be affected by weaker underlying industry trends, weincluding ~~expect~~high todistribution ~~continue~~channel ~~progress~~inventories onof ~~our~~low-end ~~Goodyear~~imported ~~Forward~~products ~~plan~~in the U.S. and Europe and lower OE production levels. We expect ~~second~~our global tire unit volume in the third quarter ~~benefits~~of ~~from~~2024 to be lower compared to the ~~program~~third quarter of 2023 by approximately 4%. We also expect unabsorbed overhead to be approximately $7530 million higher in ~~segment~~the ~~operating~~third ~~income~~quarter of 2024 compared to the third quarter of 2023 due to lower production in the second quarter of 2024.

WeAs ~~expect~~we ~~our~~continue ~~global tire unit volume in the second quarter of 2024~~ to bemake ~~approximately~~progress ~~flat~~on ~~compared~~our toGoodyear ~~the~~Forward ~~second~~transformation ~~quarter of 2023~~plan, ~~excluding~~we ~~the~~expect ~~benefit~~third ofquarter ~~the~~benefits ~~recovery~~ from the ~~tornado~~program ~~that~~of ~~affected our Tupelo, Mississippi manufacturing facility in 2023. We also expect unabsorbed overhead to be~~ approximately $30120 million ~~higher~~ in ~~the~~segment ~~second~~operating ~~quarter~~income, ofand ~~2024~~full ~~compared~~year tobenefits ~~the second quarter~~ of ~~2023~~approximately ~~due~~$425 ~~to lower production in the first quarter of 2024~~million.

We expect ~~our raw material costs to be~~ approximately $~~160~~50 million ~~lower in the second quarter~~ of ~~2024~~higher ~~compared to the second quarter of 2023. We expect~~ price and product mix, ~~when netted with the raw material reduction,~~ to beoffset aapproximately ~~benefit~~$50 million of ~~approximately~~raw ~~$90~~materials ~~million~~headwinds in the ~~second~~third quarter of 2024. ~~Price~~compared ~~and product mix are expected~~ to ~~reflect~~ the ~~negative~~third ~~impact~~quarter of ~~customers with contractual raw material index adjustments and foreign currency-related adjustments~~2023. For the full year of 2024, we expect our raw material costs to be $325 million to $350 million lower than in 2023. Natural and synthetic rubber prices and other commodity prices historically have been volatile, and our raw material costs could change based on future cost fluctuations and changes in foreign exchange rates. We continue to focus on price and product mix, to substitute lower cost materials where possible, to work to identify additional substitution opportunities, to reduce the amount of material required in each tire, and to pursue alternative raw materials to minimize the impact of higher raw material costs.

We expect non-raw material inflation and other costs to be approximately $10 million higher in the second quarter of 2024 when compared with the second quarter of 2023. We also expect an approximately $35 million net benefit as a result of the recovery from the tornado that affected Tupelo in 2023, partially offset by the negative impact of lower production as a result of the fire in Debica in 2023. 28

WeTable continue to focus on actions to offset costs other than raw materials through cost savings initiatives, including initiatives related to the Goodyear Forward plan, rationalization actions, and improvements in price and product mix. For the full year of 2024, we expect to benefit from Goodyear Forward by at least $375 million and expect working capital to be flat as compared to 2023. We anticipate our capital expenditures to be $1.2 billion to $1.3 billion, excluding repairs related to the Tupelo tornado and the Debica fire, which we expect to be funded by insurance claim recoveries. We anticipate our cash flows will include rationalization payments of approximately $300 million, as we continue to implement elements of our Goodyear Forward plan to improve our cost structure.contents

~~Refer~~costs to ~~"Item~~be ~~1A.~~approximately ~~Risk~~$260 ~~Factors"~~million inlower ~~the~~than in 2023. ~~Form~~Natural ~~10-K~~and ~~for~~synthetic arubber ~~discussion~~prices ofand ~~the~~other ~~factors~~commodity ~~that~~prices ~~may~~historically ~~impact~~have ~~our~~been ~~business~~volatile, ~~results~~and ofour ~~operations,~~raw ~~financial~~material ~~condition~~costs orcould ~~liquidity~~change ~~and~~based ~~"Forward-Looking~~on ~~Information~~future —cost ~~Safe~~fluctuations ~~Harbor~~and ~~Statement"~~changes in ~~this~~foreign ~~Quarterly~~exchange ~~Report~~rates. We continue to focus on ~~Form~~price ~~10-Q~~and ~~for~~product amix, ~~discussion~~to substitute lower cost materials where possible, to work to identify additional substitution opportunities, to reduce the amount of ~~our~~material ~~use~~required in each tire, and to pursue alternative raw materials to minimize the impact of ~~forward-looking~~higher ~~statements~~raw material costs.

We expect non-raw material inflation and other costs to be approximately $60 million higher in the third quarter of 2024 when compared with the third quarter of 2023. We continue to focus on actions to offset costs other than raw materials through cost savings initiatives, including initiatives related to the Goodyear Forward plan, rationalization actions, and improvements in price and product mix.

For the full year of 2024, we continue to expect working capital to be flat as compared to 2023. We anticipate our capital expenditures to be approximately $1,250 million, excluding approximately $50 million of capital expenditures covered by insurance. We anticipate our cash flows will include rationalization payments of approximately $300 million, as we continue to implement elements of our Goodyear Forward plan to improve our cost structure.

Refer to "Item 1A. Risk Factors" in this Quarterly Report on Form 10-Q and in the 2023 Form 10-K for a discussion of the factors that may impact our business, results of operations, financial condition or liquidity and "Forward-Looking Information — Safe Harbor Statement" in this Quarterly Report on Form 10-Q for a discussion of our use of forward-looking statements.

RESULTS OF OPERATIONS

CONSOLIDATED

Three Months Ended ~~March~~June 3130, 2024 and 2023

Net sales in the ~~first~~second quarter of 2024 were $4,~~537~~570 million, decreasing $~~404~~297 million, or 86.21%, from $4,~~941~~867 million in the ~~first~~second quarter of 2023. Goodyear net ~~loss~~income was $5785 million, or $0.2030 per share, in the ~~first~~second quarter of 2024, compared to Goodyear net loss of $~~101~~208 million, or $0.3573 per share, in the ~~first~~second quarter of 2023.

Net sales decreased in the ~~first~~second quarter of 2024 primarily due to lower tire volume of $~~187~~216 million, representing lower tire volume in Americas ~~and EMEA~~, partially offset by higher tire volume in Asia Pacific, global declines in price and product mix of $~~162~~134 million, ~~unfavorable~~and the negative impact of changes in foreign ~~currency~~exchange ~~translation~~rates of $3659 million, primarily in EMEA and Asia Pacific, driven by the strengthening of the U.S. dollar, ~~and~~partially aoffset ~~decrease~~by in$77 million of sales lost during the second quarter of 2023 due to the Tupelo storm and higher sales in other tire-related businesses of $2721 million, primarily ~~related~~due to aincreased ~~decrease~~third-party chemical sales in Americas.

25Worldwide tire unit sales in the second quarter of 2024 were 40.1 million units, decreasing 0.7 million units, or 1.7%, from 40.8 million units in the second quarter of 2023. Replacement tire volume decreased globally by 2.0 million units, or 6.7%. OE tire volume increased globally by 1.3 million units, or 12.8%.

Cost of Goods Sold ("CGS") in the second quarter of 2024 was $3,622 million, decreasing $501 million, or 12.2%, from $4,123 million in the second quarter of 2023. CGS decreased primarily due to lower tire volume of $175 million, lower raw material costs of $160 million, lower global mix of $75 million, savings related to the Goodyear Forward plan of $61 million, foreign currency translation of $51 million, primarily in EMEA and Asia Pacific, a benefit from insurance recoveries related to the Debica fire of $50 million, partially offset by the continued impact of the fire on Debica fixed cost absorption during ramp-up of $7 million, lower transportation costs of $38 million and a benefit of $20 million ($15 million after-tax and minority) from insurance proceeds for property damage and business interruptions resulting from storm damage events in prior years. These decreases were partially offset by higher conversion costs of $67 million driven by the effect of lower tire production on fixed cost absorption and inflation, an increase in accelerated depreciation and asset write-offs of $21 million primarily related to the announced plant closures in Asia Pacific and EMEA and a $3 million ($3 million after-tax and minority) charge related to a flood in South Africa. CGS in the second quarter of 2023 included a $5 million ($4 million after-tax and minority) benefit related to the reversal of a portion of the estimated cleanup costs associated with the permanent closure of our Gadsden, Alabama tire manufacturing facility (“Gadsden”).

CGS in the second quarter of 2024 and 2023 included pension expense of $4 million for each period. CGS in the second quarter of 2024 included $6 million of incremental savings from rationalization plans. CGS was 79.3% of sales in the second quarter of 2024, compared to 84.7% in the second quarter of 2023.

SAG in the second quarter of 2024 was $731 million, increasing $23 million, or 3.2%, from $708 million in the second quarter of 2023. SAG increased primarily due to an increase in costs associated with the Goodyear Forward plan of $40 million ($30 million after-tax and minority), primarily related to third-party advisory, legal and consulting fees and costs associated with

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~~third-party~~planned ~~chemical~~asset sales, and an increase in ~~Americas~~accelerated ~~and~~lease ~~declines~~costs inand ~~retail~~asset ~~sales~~write-offs inof ~~EMEA~~$11 ~~and~~million. ~~Asia~~These ~~Pacific,~~increases were partially offset by ~~growth~~savings inrelated ~~EMEA's~~to ~~Fleet~~the ~~Solutions~~Goodyear Forward plan of $16 million and foreign currency translation of $8 million.

~~Worldwide~~SAG ~~tire unit sales~~ in the ~~first~~second quarter of 2024 ~~were~~and ~~40.4~~2023 ~~million~~included ~~units,~~pension ~~decreasing~~expense ~~1.4~~of $2 million ~~units,~~for oreach 3period.~~3%,~~ ~~from~~SAG ~~41.8 million units~~ in the ~~first~~second quarter of ~~2023.~~2024 ~~Replacement~~included ~~tire~~$13 ~~volume~~million ~~decreased~~of ~~globally~~incremental bysavings ~~2.3~~from ~~million~~rationalization ~~units~~plans, orcompared ~~7.4%.~~to OE$12 ~~tire~~million ~~volume~~in ~~increased~~2023. bySAG 0was 16.90% ~~million~~of ~~units,~~sales orin ~~8.9%,~~the ~~driven~~second byquarter ~~Asia~~of ~~Pacific~~2024, ~~reflecting~~compared ~~the~~to ~~impact~~14.5% ofin ~~new~~the ~~electric~~second ~~vehicle~~quarter ~~consumer~~of ~~fitments~~2023.

~~Cost~~We recorded net rationalization charges of ~~Goods~~$19 ~~Sold~~million (~~"CGS"~~$15 million after-tax and minority) in the ~~first~~second quarter of 2024 ~~was~~and $~~3,715~~72 million, ~~decreasing~~ ($~~478~~58 million, orafter-tax ~~11.4%,~~and ~~from~~minority) ~~$4,193 million~~ in the ~~first~~second quarter of 2023. ~~CGS~~Net ~~decreased~~rationalization ~~primarily~~charges ~~due to lower raw material costs of $261 million, lower tire volume of $159 million, primarily~~ in ~~Americas~~the ~~and~~second ~~EMEA,~~quarter ~~lower transportation and imported tire costs~~ of ~~$75~~2024 ~~million,~~ primarily ~~in Americas, savings~~ related to the ~~Goodyear Forward~~ plan ofto ~~$56~~open ~~million,~~a ~~foreign~~new ~~currency~~shared ~~translation~~services ofcenter ~~$30 million, primarily~~ in ~~EMEA~~Costa ~~and Asia Pacific~~Rica, ~~lower~~the ~~costs~~plan into ~~other~~close ~~tire-related~~our ~~businesses of $29 million~~Fulda, ~~driven~~Germany bytire amanufacturing ~~decrease~~facility in(“Fulda”) ~~third-party~~and ~~chemical~~our ~~sales in Americas~~Fürstenwalde, ~~and~~Germany atire ~~favorable~~manufacturing $8facility ~~million~~ ($6“Fürstenwalde”) ~~million~~and ~~after-tax~~closure ~~and~~of ~~minority)~~Cooper ~~tax~~Tire's ~~item~~Melksham, inUnited ~~Brazil.~~Kingdom ~~These~~tire ~~decreases~~manufacturing ~~were~~facility ("Melksham"), partially offset by ~~higher~~reversals ~~conversion~~related ~~costs~~our ofrationalization ~~$102~~and ~~million~~workforce ~~driven~~reorganization byplan ~~inflation, an increase~~ in ~~accelerated~~EMEA ~~depreciation~~due ~~and asset write-offs of $31 million primarily related~~ to ~~the~~voluntary ~~closure~~attrition. ofNet arationalization ~~development~~charges ~~center~~ in the ~~U.S.~~second ~~and~~quarter ~~announced~~of ~~plant~~2023 ~~closures~~primarily ~~in EMEA, higher costs~~ related to ~~product~~the ~~mix~~plan ofto ~~$28~~close ~~million,~~Fulda ~~primarily in EMEA~~ and ~~Asia~~the ~~Pacific,~~plan ~~$14~~to ~~million~~reduce asglobal aoperations ~~result of the Debica fire,~~ and atechnology $7costs. ~~million~~For ~~lower~~further ~~benefit~~information, ~~related~~refer to aNote ~~reduction in U.S. duty rates on various commercial tires from China compared~~ to ~~2023. CGS in~~ the ~~first~~Consolidated ~~quarter~~Financial ofStatements ~~2023~~No. ~~was favorably impacted by a successful legal claim of $~~3, ~~million~~Costs ~~($3~~Associated ~~million~~with ~~after-tax~~Rationalization ~~and minority) related to a 2005 warehouse fire in Spain~~Programs.

CGS and SAG in the ~~first~~second quarter of 2024 ~~and~~included ~~2023~~$43 ~~included~~million ~~pension~~($34 ~~expense~~million after-tax and minority) of $3asset ~~million~~write-offs, accelerated depreciation and $4accelerated ~~million~~lease charges, ~~respectively~~primarily related to plant closures in Asia Pacific and EMEA and the exit of our retail operations in Australia and New Zealand. CGS and SAG in the ~~first~~second quarter of ~~2024~~2023 included $411 million of($10 ~~incremental~~million ~~savings~~after-tax ~~from~~and ~~rationalization~~minority) ~~plans.~~of ~~CGS~~accelerated ~~was~~depreciation ~~81.9%~~and ofasset ~~sales~~write-offs inrelated ~~the~~to ~~first~~rationalization ~~quarter of 2024~~activities, ~~compared~~primarily related to ~~84.9%~~the inintegration ~~the~~of ~~first~~Cooper ~~quarter~~Tire and closure of ~~2023~~Melksham.

~~SAG~~Interest expense in the ~~first~~second quarter of 2024 was $~~696~~130 million, ~~increasing~~decreasing $328 million, or 45.8%, from $~~664~~138 million in the ~~first~~second quarter of 2023. ~~SAG~~The ~~increased~~average ~~primarily~~interest ~~due~~rate towas an6.21% ~~increase~~ in ~~costs associated with~~ the ~~Goodyear~~second ~~Forward~~quarter ~~plan~~ of ~~$28~~2024 ~~million~~compared ~~($21 million after-tax and minority), primarily related~~ to ~~third-party~~6.19% ~~advisory,~~in ~~legal and consulting fees and costs associated with planned asset sales,~~ the ~~impact~~second quarter of ~~recoveries in~~ 2023. ofThe ~~accounts~~average ~~receivable~~debt ~~and~~balance ~~other~~was ~~assets in Russia of~~ $~~10 million and accelerated lease costs of $~~8,371 million, ~~primarily related to announced facility closures~~ in ~~Americas.~~the ~~These~~second ~~increases~~quarter ~~were~~of ~~partially~~2024 ~~offset~~compared ~~by savings related~~ to ~~the Goodyear Forward plan of~~ $8,911 million ~~and~~in ~~foreign~~the ~~currency~~second ~~translation~~quarter of ~~$4 million~~2023.

~~SAG~~Other (Income) Expense in the ~~first~~second quarter of 2024 ~~and~~was ~~2023~~$72 ~~included~~million ~~pension~~of ~~expense~~income, ofcompared to $436 million of expense in the second quarter of 2023. The change in Other (Income) Expense was primarily due net gains on asset and other sales of $396 million, ~~respectively.~~($68 ~~SAG~~million after-tax and minority) in the ~~first~~second quarter of 2024, ~~included~~primarily ~~$14~~due ~~million~~to the sale of ~~incremental~~distribution ~~savings~~centers ~~from~~in ~~rationalization~~EMEA ~~plans~~and Americas, compared to net gains on asset and other sales of $1051 million ($37 million after-tax and minority) in 2023, primarily related to a sale and leaseback transaction in Americas. ~~SAG~~Additionally, ~~was~~there 15were no pension settlement charges in the second quarter of 2024 compared to pension settlement charges of $36 million ($28 million after-tax and minority) in the second quarter of 2023.3% Also contributing to the change is a net foreign exchange gain of ~~sales~~$4 million in the ~~first~~second quarter of 2024, compared to 13net foreign exchange losses of $29 million in the second quarter of 2023, which were driven by the weakening of the Turkish lira and Argentine peso.4% Other expense in the ~~first~~second quarter of 2023 also included $4 million ($2 million after-tax and minority) of expense in 2023 for non-indemnified costs for product liability claims related to products manufactured by a formerly consolidated joint venture entity.

WeFor ~~recorded net rationalization charges of $22 million ($17 million after-tax and minority) in~~ the ~~first~~second quarter of 2024, ~~primarily~~we ~~related~~recorded toincome ~~the~~tax ~~plan~~expense ~~to close a plant in Malaysia and the closure~~ of ~~Cooper~~$60 ~~Tire's~~million ~~Melksham,~~on ~~United~~income ~~Kingdom~~before ~~tire~~income ~~manufacturing~~taxes ~~facility ("Melksham"). We recorded net rationalization charges~~ of $32140 million. In ~~($26 million after-tax and minority) in~~ the ~~first~~second quarter of 2023, ~~primarily~~we ~~related~~recorded toan ~~the~~income ~~plan~~tax tobenefit ~~streamline~~of ~~our~~$2 ~~EMEA~~million ~~distribution~~on ~~network,~~a ~~the~~loss ~~plan~~before toincome ~~reduce~~taxes ~~salaried~~of ~~staffing~~$210 ~~globally~~million. ~~and~~Income ~~the~~tax ~~plan~~benefit tofor ~~reduce~~the ~~staffing~~three ~~and~~months ~~capacity~~ended inJune ~~certain of our EMEA manufacturing facilities. For further information~~30, ~~refer~~2023 toincludes ~~Note~~net todiscrete ~~the~~tax ~~Consolidated~~expense ~~Financial~~of ~~Statements~~$2 ~~No.~~million 3,($2 ~~Costs~~million ~~Associated~~after ~~with~~minority ~~Rationalization Programs~~interest).

~~CGS~~We ~~and~~record ~~SAG~~taxes inbased ~~the~~on ~~first~~overall ~~quarter~~estimated ofannual ~~2024~~effective ~~included $51 million ($42 million after-~~tax ~~and~~rates. ~~minority)~~The ofdifference ~~asset~~between ~~write~~our ~~offs,~~effective ~~accelerated~~tax ~~depreciation~~rate and ~~accelerated lease charges related to~~ the ~~closure of a development center in the~~ U.S. ~~and~~statutory ~~announced~~rate ~~plant~~of ~~and~~21% ~~facility~~for ~~closures~~both inthe ~~Americas~~three ~~and~~months ~~EMEA.~~ended ~~CGS~~June ~~and~~30, ~~SAG~~2024 inand ~~the~~2023 ~~first~~primarily ~~quarter~~relates ofto ~~2023~~losses ~~included~~in $2foreign ~~million~~jurisdictions ~~($0~~in ~~million~~which ~~after-~~no tax ~~and~~benefits ~~minority)~~are ofrecorded ~~accelerated depreciation~~ and ~~asset~~the ~~write-offs~~discrete ~~related~~items tonoted ~~rationalization activities~~above.

~~Interest~~For ~~expense~~further ininformation ~~the~~regarding ~~first~~income ~~quarter~~taxes ofand ~~2024 was $126 million, decreasing $1 million, or 0.8%, from $127 million in~~ the ~~first~~realizability ~~quarter~~ of ~~2023.~~our ~~The~~deferred ~~average~~tax ~~interest~~assets, ~~rate~~including ~~was~~our ~~6.34%~~foreign intax ~~the~~credits, ~~first~~refer ~~quarter~~to ofNote ~~2024 compared~~ to ~~6.01% in~~ the ~~first~~Consolidated ~~quarter~~Financial ofStatements ~~2023~~No. ~~The average debt balance was $7~~5,~~945~~ ~~million~~Income ~~in the first quarter of 2024 compared to $8,451 million in the first quarter of 2023~~Taxes.

~~Other~~Minority ~~(Income)~~shareholders’ ~~Expense~~net loss in the ~~first~~second quarter of 2024 was $305 million ~~of expense~~, ~~compared to $25 million of expense in the first quarter of 2023. The increase in Other (Income) Expense was~~ primarily due to athe ~~loss~~plan ~~on asset and other sales of $10 million ($7 million after-tax and minority) primarily related~~ to ~~the~~permanently ~~sale~~close ofour ~~receivables~~Malaysia intire ~~Argentina~~manufacturing facility, compared to ~~net~~breakeven ~~gains of $2 million~~ in the ~~first~~second quarter of 2023 and a $3 million increase in fees related to accounts receivable factoring programs driven by higher interest rates, partially offset by pension settlement income of $5 million ($4 million after-tax and minority) and a favorable $2 million ($1 million after-tax and minority) tax item in Brazil. Other (Income) Expense for the three months ended March 31, 2023 also includes $11 million ($9 million after-tax and minority) of expense for non-indemnified costs for product liability claims related to products manufactured by a formerly consolidated joint venture entity, $11 million ($8 million after-tax and minority) of income related to a favorable court decision setting aside a previous unfavorable verdict on intellectual

26Six Months Ended June 30, 2024 and 2023

Net sales in the first six months of 2024 were $9,107 million, decreasing $701 million, or 7.1%, from $9,808 million in the first six months of 2023. Goodyear net income was $28 million, or $0.10 per share, in the first six months of 2024, compared to Goodyear net loss of $309 million, or $1.08 per share, in the first six months of 2023.

Net sales decreased in the first six months of 2024 primarily due to lower tire volume of $403 million, representing lower tire volume in Americas and EMEA, partially offset by higher tire volume in Asia Pacific, global declines in price and product mix of $296 million and the negative impact of changes in foreign exchange rates of $95 million in EMEA and Asia Pacific, driven

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~~property-related~~by ~~legal~~the ~~claims,~~strengthening ~~and~~of $5the ~~million~~U.S. ~~($5~~dollar, ~~million~~partially ~~after-tax~~offset ~~and~~by ~~minority)~~$77 million of ~~income~~sales ~~related~~lost toduring the ~~write-off~~first half of ~~accumulated~~2023 ~~foreign~~due ~~currency~~to ~~translation~~the inTupelo ~~Russia~~storm.

~~For~~Worldwide ~~the~~tire ~~first~~unit ~~quarter~~sales ofin ~~2024,~~the wefirst ~~recorded~~six ~~income~~months ~~tax expense~~ of $62024 ~~million~~were on80.5 ~~a loss before income taxes of $52~~ million. ~~Income tax expense for the three months ended March 31~~units, ~~2024~~decreasing ~~was favorably impacted by a net discrete tax benefit of $~~2.1 million ~~($1~~units, ~~million~~or ~~after~~2.5%, ~~minority~~from ~~interest)~~82.6 Inmillion units in the first ~~quarter~~six months of 2023,. weReplacement ~~recorded~~tire anvolume ~~income~~decreased ~~tax~~globally ~~benefit~~by of4.3 $1 million onunits, aor ~~loss before income taxes of $100 million~~7.1%. ~~Income~~OE ~~tax~~tire ~~expense~~volume ~~for~~increased ~~the~~globally ~~three~~by ~~months~~2.2 ~~ended~~million ~~March 31~~units, ~~2023~~or ~~includes net discrete tax expense of $1 million~~10. 8%.

WeCGS ~~record~~in ~~taxes~~the ~~based~~first six months of 2024 was $7,337 million, decreasing $979 million, or 11.8%, from $8,316 million in the first six months of 2023. CGS decreased primarily due to lower raw material costs of $421 million, lower tire volume of $334 million, savings related to the Goodyear Forward plan of $117 million, lower global mix of $103 million, lower transportation costs of $87 million, foreign currency translation of $81 million, primarily in EMEA and Asia Pacific, a benefit from insurance recoveries related to the Debica fire of $50 million, partially offset by the continued impact of the fire on ~~overall~~Debica ~~estimated~~fixed ~~annual~~cost ~~effective~~absorption during ramp-up and other property damage of $21 million, a benefit of $20 million ($15 million after-tax ~~rates.~~and ~~The~~minority) ~~difference~~from ~~between~~insurance ~~our~~proceeds ~~effective~~for business interruptions resulting from storm damage events in prior years, and a favorable $8 million ($6 million after-tax ~~rate~~and minority) tax item in Brazil. These decreases were partially offset by higher conversion costs of $169 million driven by inflation and the effect of lower tire production on fixed cost absorption and an increase in accelerated depreciation and asset write-offs of $53 million primarily related to the announced plant closures in Asia Pacific and EMEA and closure of a development center in the U.S. ~~statutory~~CGS ~~rate~~in ofthe ~~21%~~first ~~for~~six ~~both~~months ~~the~~of ~~three~~2024 ~~months~~includes ~~ended~~a ~~March~~$3 ~~31,~~million ~~2024~~($3 million after-tax and ~~2023~~minority) ~~primarily~~charge ~~relates~~related to ~~losses~~a flood in ~~foreign~~South ~~jurisdictions~~Africa. CGS in ~~which~~the nofirst six months of 2023 included a $5 million ($4 million after-tax ~~benefits~~and ~~are~~minority) ~~recorded~~benefit related to the reversal of a portion of the estimated cleanup costs associated with Gadsden and the ~~discrete~~favorable ~~items~~impact ~~noted~~of ~~above.~~a successful legal claim of $3 million ($3 million after-tax and minority) related to a 2005 warehouse fire in Spain.

CGS in the first six months of 2024 and 2023 included pension expense of $7 million and $8 million, respectively. CGS in the first six months of 2024 included $9 million of incremental savings from rationalization plans. CGS was 80.6% of sales in the first six months of 2024, compared to 84.8% in the first six months of 2023.

SAG in the first six months of 2024 was $1,427 million, increasing $55 million, or 4.0%, from $1,372 million in the first six months of 2023. SAG increased primarily due to an increase in costs associated with the Goodyear Forward plan of $67 million ($51 million after-tax and minority), primarily related to third-party advisory, legal and consulting fees and costs associated with planned asset sales, and an increase in accelerated lease costs and asset write-offs of $28 million. These increases were partially offset by savings related to the Goodyear Forward plan of $24 million, foreign currency translation of $12 million and other reductions in wages and benefits of $12 million.

SAG in the first six months of 2024 and 2023 included pension expense of $6 million and $5 million, respectively. SAG in the first six months of 2024 included $27 million of incremental savings from rationalization plans, compared to $22 million in 2023. SAG was 15.7% of sales in the first six months of 2024, compared to 14.0% in the first six months of 2023.

We recorded net rationalization charges of $41 million ($31 million after-tax and minority) in the first six months of 2024 and $104 million ($84 million after-tax and minority) in the first six months of 2023. Net rationalization charges in the first six months of 2024 primarily related to the closure of Malaysia, the plan to open a new shared services center in Costa Rica, the announced closures of Fulda and Fürstenwalde and the closure of Melksham, partially offset by reversals related to our rationalization and workforce reorganization plan in EMEA due to voluntary attrition. Net rationalization charges in the first six months of 2023 primarily related to the plan to close Fulda, the plan to streamline our EMEA distribution network and the plan to reduce global operations and technology costs. For further information, refer to Note to the Consolidated Financial Statements No. 3, Costs Associated with Rationalization Programs.

CGS and SAG in the first six months of 2024 included $94 million ($76 million after-tax and minority) of asset write-offs, accelerated depreciation and accelerated lease charges, primarily related to plant closures in Asia Pacific and EMEA, closure of a development center in the U.S. and the exit of our retail operations in Australia and New Zealand. CGS and SAG in the first six months of 2023 included $13 million ($10 million after-tax and minority) of accelerated depreciation and asset write-offs related to rationalization activities, primarily related to the integration of Cooper Tire and closure of Melksham.

Interest expense in the first six months of 2024 was $256 million, decreasing $9 million, or 3.4%, from $265 million in the first six months of 2023. The average interest rate was 6.28% in the first six months of 2024 compared to 6.11% in the first six months of 2023. The average debt balance was $8,158 million in the first six months of 2024 compared to $8,681 million in the first six months of 2023.

Other (Income) Expense in the first six months of 2024 was $42 million of income, compared to $61 million of expense in the first six months of 2023. The change in Other (Income) Expense was primarily due to net foreign exchange gains of $3 million in the first six months of 2024 compared to net foreign exchange losses of $41 million in the first six months of 2023, which were driven by the weakening of the Argentine peso and Turkish lira, and a pension settlement credit of $5 million ($4 million after-tax and minority) in the first six months of 2024 compared to pension settlement charges of $36 million ($28 after-tax and

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minority) in 2023. Additionally, the change in Other (Income) Expense reflects net gains on asset sales in the first six months of 2024 of $94 million ($66 million after-tax and minority), primarily related to the sale of distribution centers in EMEA and Americas, compared to a net gain on asset sales of $62 million ($46 million after-tax and minority) in 2023, primarily related to a sale and leaseback transaction in Americas, and a loss on the sale of receivables in Argentina of $8 million ($6 million after-tax and minority) in the first six months of 2024 compared to a loss on the sale of receivables in Argentina of $10 million ($9 million after-tax and minority) in the first six months of 2023. Other (Income) Expense for the first six months of 2024 also includes a favorable $2 million ($1 million after-tax and minority) tax item in Brazil. Other (Income) Expense in the first six months of 2023 also includes $15 million ($11 million after-tax and minority) of expense for non-indemnified costs for product liability claims related to products manufactured by a formerly consolidated joint venture entity, $11 million ($8 million after-tax and minority) of income related to a favorable court decision setting aside a previous unfavorable verdict on intellectual property-related legal claims, and $5 million ($5 million after-tax and minority) of income related to the write-off of accumulated foreign currency translation in Russia.

For the first six months of 2024, we recorded income tax expense of $66 million on income before income taxes of $88 million. Income tax expense for the six months ended June 30, 2024 was favorably impacted by a net discrete tax benefit of $1 million ($1 million after minority interest).

In the first six months of 2023, we recorded income tax benefit of $3 million on a loss before income taxes of $310 million. Income tax benefit for the six months ended June 30, 2023 was unfavorably impacted by net discrete tax expense of $3 million ($2 million after minority interest).

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 both the six months ended June 30, 2024 and 2023 primarily relates to losses in foreign jurisdictions in which no tax benefits are recorded and the discrete items noted above.

At March 31, 2024 and December 31, 2023, we also had approximately $1.5 billion of foreign net deferred tax assets and related valuation allowances of approximately $1.2 billion. Our losses in various foreign taxing jurisdictions in recent periods represented sufficient negative evidence to require us to maintain a full valuation allowance against certain of these net foreign deferred tax assets. Most notably, in Luxembourg, we maintain a valuation allowance of approximately $1.0 billion on all of our net deferred tax assets. Each reporting period, we assess available positive and negative evidence and estimate if sufficient future taxable income will be generated to utilize these existing deferred tax assets. We do not believe that sufficient positive evidence required to release valuation allowances on our foreign deferred tax assets having a significant impact on our financial position or results of operations will exist within the next twelve months.32

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operating results significantly decline in the future, we may need to record a valuation allowance which could adversely impact our operating results. As such, we will closely monitor our U.S. operations as well as any tax law changes to assess the realizability of our U.S. deferred tax assets.

At June 30, 2024 and December 31, 2023, we also had approximately $1.5 billion of foreign net deferred tax assets and related valuation allowances of approximately $1.3 billion and $1.2 billion, respectively. Our losses in various foreign taxing jurisdictions in recent periods represented sufficient negative evidence to require us to maintain a full valuation allowance against certain of these net foreign deferred tax assets. Most notably, in Luxembourg, we maintain a valuation allowance of approximately $1.0 billion on all of our net deferred tax assets. Each reporting period, we assess available positive and negative evidence and estimate if sufficient future taxable income will be generated to utilize these existing deferred tax assets. We do not believe that sufficient positive evidence required to release valuation allowances on our foreign deferred tax assets having a significant impact on our financial position or results of operations will exist within the next twelve months.

For further information regarding income taxes and the realizability of our deferred tax assets, including our foreign tax credits, refer to Note to the Consolidated Financial Statements No. 5, Income Taxes.

Minority shareholders’ net loss in the first ~~quarter~~six months of 2024 was $16 million, primarily due to the plan to permanently close our Malaysia tire manufacturing facility, compared to $2net ~~million~~income of ~~income~~$2 million in the first ~~quarter~~six months of 2023.

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 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 (credits), asset sales and certain other items.

Total segment operating income for the ~~first~~second quarter of 2024 was $~~247~~339 million, an increase of $~~122~~215 million, or 97173.64%, from $~~125~~124 million in the ~~first~~second quarter of 2023. Total segment operating margin in the ~~first~~second quarter of 2024 was 7.4%, compared to 2.5% in the second quarter of 2023. Total segment operating income for the first six months of 2024 was $586 million, an increase of $337 million, or 135.3%, from $249 million in the first six months of 2023. Total segment operating margin in the first six months of 2024 was 6.4%, compared to 2.5% in the first ~~quarter~~six months of 2023.

Management believes that total segment operating income is useful because it represents the aggregate value of income created by our SBUs and excludes items not directly related to the SBUs for performance evaluation purposes. Total segment operating 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 March 31,
	Three Months Ended June 30,												Six Months Ended June 30,
(In millions)	2024			2023			Change			PercentChange			2024			2023			Change			PercentChange
Tire Units		19.06			20.58			(1.52	)		(75.49	)%		38.6			41.3			(2.7	)		(6.7	)%
Net Sales	$	2,~~588~~697		$	2,~~867~~939		$	(~~279~~242	)		(98.72	)%	$	5,285		$	5,806		$	(521	)		(9.0	)%
Operating Income		~~179~~241			79103			~~100~~138			~~126~~134.60	%		420			182			238			130.8	%
Operating Margin		68.9	%		23.85	%								7.9	%		3.1	%

Three Months Ended ~~March~~June 3130, 2024 and 2023

Americas unit sales in the ~~first~~second quarter of 2024 decreased 1.52 million units, or 75.49%, to 19.06 million units. Replacement tire volume decreased 1.54 million units, or 98.26%, primarily in our consumer business, driven by increased competitiveness in the U.S. from the lower tier market and the transitory impact from distribution changes in Latin America. OE tire volume ~~remained~~increased ~~flat~~0.2 million units, or 6.7%, versus the ~~first~~second quarter of 2023.

Net sales in the ~~first~~second quarter of 2024 were $2,~~588~~697 million, decreasing $~~279~~242 million, or 98.72%, from $2,~~867~~939 million in the ~~first~~second quarter of 2023. The decrease in net sales was primarily due to lower tire volume of $~~176~~257 million, and unfavorable price and product mix of $~~104~~94 million~~, and decreased sales in other tire-related businesses of $27 million, primarily due to lower third-party chemical sales~~. These decreases were partially offset by ~~favorable~~$77 ~~foreign~~million ~~currency~~of ~~translation~~sales oflost ~~$20~~during ~~million,~~the ~~primarily~~second ~~related~~quarter of 2023 due to the ~~strengthening~~Tupelo ofstorm, ~~the~~increased ~~Brazilian~~sales ~~real~~in ~~and~~other ~~Mexican~~tire-related ~~peso,~~businesses ~~and~~of $816 million, ~~related~~primarily due to ~~the~~higher ~~Goodyear~~third-party ~~Forward plan.~~

Operating income in the first quarter of 2024 was $179 million, increasing $100 million, or 126.6%, from $79 million in the first quarter of 2023. The increase in operating income was due to lower raw material costs of $144 million, lower transportation and imported tire costs of $74 million, $42 million related to the Goodyear Forward plan, lower SAG of $16 million, higher earnings in other tire-related businesses of $10 million, primarily due to lower chemical costs, and a favorable tax item in Brazil of $8 million. These increases were partially offset by unfavorable price and product mix of $117 million, higher conversion costs of $39 million, driven by inflation, lower tire volume of $28 million, and a $7 million lower benefit related to a reduction in U.S. duty rates on various commercial tires from China compared to 2023. Operating income for the first quarter of 2024 includes incremental SAG savings from rationalization plans of $11 million.33

Operating income in the first quarter of 2024 excluded asset write-offs, accelerated depreciation and accelerated lease charges of $8 million and net rationalization charges of $5 million. Operating income in the first quarter of 2023 excluded asset write-offs and accelerated depreciation of $8 million, net rationalization charges of $5 million and net gains on asset sales of $2 million.

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chemical sales, a $13 million benefit related to the Goodyear Forward plan, and favorable foreign currency translation of $3 million, primarily related to the strengthening of the Mexican peso.

Operating income in the second quarter of 2024 was $241 million, increasing $138 million, or 134.0%, from $103 million in the second quarter of 2023. The increase in operating income was due to lower raw material costs of $97 million, a $56 million benefit related to the Goodyear Forward plan, $50 million related to the 2023 negative impact of the Tupelo storm, lower transportation and imported tire costs of $43 million, a benefit of $20 million from insurance proceeds for property damage and business interruptions resulting from storm damage events in prior years, lower SAG of $8 million, and increased earnings in other tire-related businesses of $4 million, primarily due to higher third-party chemical earnings. These increases were partially offset by unfavorable price and product mix of $60 million, lower tire volume of $54 million, and higher conversion costs of $21 million, driven by inflation. Operating income for the second quarter of 2024 includes incremental SAG savings from rationalization plans of $12 million.

Operating income in the second quarter of 2024 excluded net gains on asset sales of $14 million, net rationalization charges of $11 million and asset write-offs, accelerated depreciation and accelerated lease charges of $2 million. Operating income in the second quarter of 2023 excluded net gains on asset sales of $60 million, asset write-offs and accelerated depreciation of $7 million and net rationalization charges of $3 million.

Six Months Ended June 30, 2024 and 2023

Americas unit sales in the first six months of 2024 decreased 2.7 million units, or 6.7%, to 38.6 million units. Replacement tire volume decreased 2.9 million units, or 8.9%, primarily in our consumer business, driven by increased competitiveness in the U.S. from the lower tier market and the transitory impact from distribution changes in Latin America. OE tire volume increased 0.2 million units, or 3.9%, versus the first six months of 2023.

Net sales in the first six months of 2024 were $5,285 million, decreasing $521 million, or 9.0%, from $5,806 million in the first six months of 2023. The decrease in net sales was primarily due to lower tire volume of $433 million, unfavorable price and product mix of $198 million and decreased sales in other tire-related businesses of $11 million, primarily due to lower third-party chemical sales. These decreases were partially offset by $77 million of sales lost during the first half of 2023 due to the Tupelo storm, favorable foreign currency translation of $23 million, primarily related to the strengthening of the Mexican peso and Brazilian real, and a $21 million benefit related to the Goodyear Forward plan.

Operating income in the first six months of 2024 was $420 million, increasing $238 million, or 130.8%, from $182 million in the first six months of 2023. The increase in operating income was due to lower raw material costs of $241 million, lower transportation and imported tire costs of $117 million, a $98 million benefit related to the Goodyear Forward plan, $50 million related to the 2023 negative impact of the Tupelo storm, lower SAG of $24 million, a benefit of $20 million from insurance proceeds for property damage and business interruptions resulting from storm damage events in prior years, and increased earnings in other tire-related businesses of $14 million, primarily due to higher third-party chemical earnings. These increases were partially offset by unfavorable price and product mix of $177 million, lower tire volume of $82 million, and higher conversion costs of $60 million, driven by inflation. Operating income for the first six months of 2024 includes incremental SAG savings from rationalization plans of $23 million.

Operating income in the first six months of 2024 excluded net rationalization charges of $15 million, net gains on asset sales of $14 million, and asset write-offs, accelerated depreciation and accelerated lease charges of $10 million. Operating income in the first six months of 2023 excluded net gains on asset sales of $62 million, asset write-offs and accelerated depreciation of $15 million, and net rationalization charges of $8 million.

Europe, Middle East and Africa

	Three Months Ended March 31,
	Three Months Ended June 30,												Six Months Ended June 30,
(In millions)	2024			2023			Change			PercentChange			2024			2023			Change			PercentChange
Tire Units		1211.56			1311.28			(0.72	)		(50.29	)%		24.1			25.0			(0.9	)		(3.2	)%
Net Sales	$	1,~~347~~279		$	1,~~492~~341		$	(~~145~~62	)		(94.76	)%	$	2,626		$	2,833		$	(207	)		(7.3	)%
Operating Income		8			8			—			0.0	%
Operating Income (Loss)		35			(19	)		54		N/M				43			(11	)		54		N/M
Operating Margin		02.67	%		0(1.54	)%								1.6	%		(0.4	)%

Three Months Ended ~~March~~June 3130, 2024 and 2023

EMEA unit sales in the ~~first~~second quarter of 2024 decreased 0.72 million units, or 50.29%, to 1211.56 million units. Replacement tire volume decreased 0.72 million units, or 7.1.4%, driven by our consumer business, reflecting ~~the~~lower ~~impacts~~tire ofvolume ~~competitiveness~~in ~~from~~Eastern ~~the lower tier market~~Europe, ~~and~~particularly ~~industry declines in commercial~~Turkey. OE tire volume remained flat compared to the ~~first~~second quarter of 2023.

Net sales in the first quarter of 2024 were $1,347 million, decreasing $145 million, or 9.7%, from $1,492 million in the first quarter of 2023. The decrease in net sales was primarily driven by lower tire volume of $65 million, unfavorable price and product mix of $41 million and unfavorable foreign currency translation of $40 million, driven by a weaker Turkish lira, partially offset by a stronger euro, Polish zloty and British pound.34

~~Operating~~Table ~~income in the first quarter~~ of 2024 was $8 million, remaining flat to the first quarter of 2023. Operating income improved $104 million due to lower raw material costs and incremental savings from the Goodyear Forward plan of $24 million. This improvement was offset by higher conversion costs of $65 million, unfavorable price and product mix of $19 million, lower motorcycle earnings of $14 million, lower tire volume of $12 million and $11 million as a result of the Debica fire, primarily comprised of fixed costs incurred during the ramp-up of the facility. contents

~~Operating~~Net ~~income~~sales in the ~~first~~second quarter of 2024 ~~excluded~~were ~~accelerated~~$1,279 ~~depreciation~~million, ofdecreasing $1662 million, ~~net~~or ~~rationalization~~4.6%, ~~charges~~from of $61,341 million ~~and~~in athe $2second ~~million~~quarter ~~loss~~of on2023. ~~asset~~The decrease in net sales. ~~Operating~~was ~~income~~primarily indue to the ~~first~~negative ~~quarter~~impact of ~~2023~~changes ~~excluded~~in ~~net~~foreign ~~rationalization~~exchange ~~charges~~rates of $2447 million, ~~recoveries~~driven ofby ~~previously~~a ~~written~~weaker ~~off~~Turkish ~~accounts~~lira ~~receivable~~ and ~~other~~euro, ~~assets~~partially ofoffset ~~$10~~by ~~million~~a stronger Polish zloty and British pound, and declines in ~~Russia~~price and ~~accelerated~~product ~~depreciation~~mix of $416 million.

Operating income in the second quarter of 2024 was $35 million, increasing $54 million, from operating loss of $19 million in the second quarter of 2023. The change in operating income was primarily due to lower raw material costs of $57 million, a benefit from insurance recoveries related to the Debica fire of $50 million, partially offset by the continued impact of the fire on Debica fixed cost absorption during ramp-up of $7 million, and incremental savings from the Goodyear Forward plan of $27 million. These improvements were partially offset by higher conversion costs of $46 million, driven by higher inflation and the effect of decreased tire production on fixed cost absorption, higher SAG of $12 million, primarily due to higher warehousing and rent costs, unfavorable price and product mix of $5 million and lower earnings in other tire-related businesses of $3 million, primarily due to lower motorcycle earnings. Operating income for second quarter of 2024 includes incremental CGS and SAG savings from rationalization plans of $5 million and $2 million, respectively.

Operating income in the second quarter of 2024 excluded an $82 million gain on asset sales, accelerated depreciation and accelerated lease charges of $17 million, and net rationalization charges of $3 million. Operating loss in the second quarter of 2023 excluded net rationalization charges of $64 million and accelerated depreciation of $4 million.

Six Months Ended June 30, 2024 and 2023

EMEA unit sales in the first six months of 2024 decreased 0.9 million units, or 3.2%, to 24.1 million units. Replacement tire volume decreased 0.9 million units, or 4.5%, driven by our consumer business, reflecting the impacts of competitiveness from the lower tier market, lower tire volume in Eastern Europe, and industry declines in commercial. OE tire volume remained flat compared to the first six months of 2023.

Net sales in the first six months of 2024 were $2,626 million, decreasing $207 million, or 7.3%, from $2,833 million in the first six months of 2023. The decrease in net sales was primarily driven by the negative impact of changes in foreign exchange rates of $87 million, driven by a weaker Turkish lira, partially offset by a stronger Polish zloty, euro and British pound, lower tire volume of $67 million and unfavorable price and product mix of $57 million.

Operating income in the first six months of 2024 was $43 million, increasing $54 million, from operating loss of $11 million in the first six months of 2023. The change in operating income was primarily due to lower raw material costs of $161 million, incremental savings from the Goodyear Forward plan of $51 million and a benefit from insurance recoveries related to the Debica fire of $50 million, partially offset by the continued impact of the fire on Debica fixed cost absorption during ramp-up of $18 million. These improvements were partially offset by higher conversion costs of $111 million, driven by higher inflation and the effect of decreased tire production on fixed cost absorption, unfavorable price and product mix of $24 million, lower earnings in other tire-related businesses of $14 million, primarily due to lower motorcycle earnings, higher SAG of $13 million, primarily due to higher warehousing and rent costs, and lower tire volume of $11 million. Operating income for the first six months of 2024 includes incremental CGS and SAG savings from rationalization plans of $8 million and $4 million, respectively.

Operating income in the first six months of 2024 excluded an $80 million gain on asset sales, accelerated depreciation and accelerated lease charges of $33 million, and net rationalization charges of $10 million. Operating loss in the first six months of 2023 excluded net rationalization charges of $88 million, recoveries of previously written off accounts receivable and other assets of $10 million in Russia and accelerated depreciation of $8 million.

Asia Pacific

	Three Months Ended March 31,
	Three Months Ended June 30,											Six Months Ended June 30,
(In millions)	2024			2023			Change		PercentChange			2024			2023			Change		PercentChange
Tire Units		8.9			8.12			0.87		107.08	%		17.8			16.3			1.5		8.9	%
Net Sales	$	~~602~~594		$	~~582~~587		$	207		31.42	%	$	1,196		$	1,169		$	27		2.3	%
Operating Income		6063			3840			2223		57.95	%		123			78			45		57.7	%
Operating Margin		10.06	%		6.58	%							10.3	%		6.7	%

Three Months Ended ~~March~~June 3130, 2024 and 2023

Asia Pacific unit sales in the ~~first~~second quarter of 2024 increased 0.87 million units, or 107.08%, to 8.9 million units. OE tire volume increased 01.91 million units, or 2632.72%, ~~primarily~~ driven by an increase in consumer EV fitments in China. Replacement tire volume decreased 0.14 million units, or 18.69%, ~~primarily~~due ~~driven~~to bythe ~~weakness~~impact inof the ~~Japanese~~Australia transformation and softness in consumer ~~industry,~~replacement ~~partially~~in ~~offset~~most byof ~~China.~~our markets.

Net sales in the first quarter of 2024 were $602 million, increasing $20 million, or 3.4%, from $582 million in the first quarter of 2023. The increase in net sales was primarily driven by higher tire volume of $54 million, partially offset by unfavorable price and mix of $17 million and unfavorable foreign currency translation of $16 million due to the strengthening of the U.S. dollar.35

Operating income in the first quarter of 2024 was $60 million, increasing $22 million, or 57.9%, from $38 million in the first quarter of 2023. The increase in operating income was primarily due to lower raw material costs of $13 million, higher tire volume of $12 million and savings generated by the Goodyear Forward plan of $6 million. These increases were partially offset by higher SAG of $6 million and unfavorable foreign currency translation of $2 million.

Operating income in the first quarter of 2024 excluded net rationalization charges of $11 million and accelerated depreciation and accelerated lease charges of $7 million. Operating income in the first quarter of 2023 excluded net rationalization charges of $3 million.

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Net sales in the second quarter of 2024 were $594 million, increasing $7 million, or 1.2%, from $587 million in the second quarter of 2023. The increase in net sales was primarily due to higher tire volume of $43 million and higher sales in other tire-related businesses of $2 million, partially offset by unfavorable price and product mix of $24 million driven by the Australia transformation and unfavorable foreign currency translation of $15 million due to the strengthening of the U.S. dollar.

Operating income in the second quarter of 2024 was $63 million, increasing $23 million, or 57.5%, from $40 million in the second quarter of 2023. The increase in operating income was primarily due to higher tire volume of $12 million, savings generated by the Goodyear Forward plan of $7 million and lower raw material costs of $6 million. These increases were partially offset by unfavorable foreign currency translation of $2 million.

Operating income in the second quarter of 2024 excluded asset write-offs, accelerated depreciation and accelerated lease charges of $24 million and net rationalization charges of $2 million.

Six Months Ended June 30, 2024 and 2023

Asia Pacific unit sales in the first six months of 2024 increased 1.5 million units, or 8.9%, to 17.8 million units. OE tire volume increased 2.0 million units, or 29.4%, primarily due to an increase in consumer EV fitments in China. Replacement tire volume decreased 0.5 million units, or 5.3%, due to the impact of the Australia transformation and softness in consumer replacement in Japan and India.

Net sales in the first six months of 2024 were $1,196 million, increasing $27 million, or 2.3%, from $1,169 million in the first six months of 2023. The increase in net sales was primarily due to higher tire volume of $97 million, partially offset by unfavorable price and product mix of $41 million driven by the Australia transformation and unfavorable foreign currency translation of $31 million due to the strengthening of the U.S. dollar.

Operating income in the first six months of 2024 was $123 million, increasing $45 million, or 57.7%, from $78 million in the first six months of 2023. The increase in operating income was primarily due to higher tire volume of $24 million, lower raw material costs of $19 million, and savings generated by the Goodyear Forward plan of $13 million. These increases were partially offset by higher SAG of $7 million and unfavorable foreign currency translation of $4 million.

Operating income in the first six months of 2024 excluded asset write-offs, accelerated depreciation and accelerated lease charges of $31 million and net rationalization charges of $13 million. Operating income in the first six months of 2023 excluded net rationalization charges of $3 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.

At ~~March~~June 3130, 2024, we had $~~893~~789 million in cash and cash equivalents, compared to $902 million at December 31, 2023. For the ~~three~~six months ended ~~March~~June 3130, 2024, net cash used for operating activities was $~~451~~518 million, reflecting cash used for working capital of $~~539~~788 million and rationalization payments of $55105 million, as well as the Company's net ~~loss~~income for the period of $5822 million, which included non-cash charges for depreciation and amortization of $~~284~~546 million, ~~and~~ net rationalization charges of $2241 million and a non-cash gain on asset sales of $94 million. Net cash used for investing activities was $~~231~~488 million, primarily representing capital expenditures of $~~318~~634 million and loans to TireHub of $17 million, partially offset by proceeds from asset ~~dispositions~~sales of $~~108~~124 million, primarily ~~from~~related ~~prepaid~~to ~~cash proceeds received from~~ the sale of a distribution center in Germany and sale and leaseback of a warehouse in Americas, and insurance recoveries of $37 million for replacement of equipment damaged in the Debica fire. Net cash provided by financing activities was $~~661~~896 million, primarily due to net borrowings of $~~684~~919 million.

At ~~March~~June 3130, 2024, we had $3,~~313~~227 million of unused availability under our various credit agreements, compared to $4,247 million at December 31, 2023. The table below presents unused availability under our credit facilities at those dates:

(In millions)	~~March~~June 3130,2024		December 31,2023
First lien revolving credit facility	$	1,~~941~~934	$	2,241
European revolving credit facility		~~572~~616		884
Chinese credit facilities		~~610~~475		657
Mexican credit facility		—		116
Other foreign and domestic debt		~~190~~202		349
	$	3,~~313~~227	$	4,247

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 2024 full-year cash flow needs to include capital expenditures of $1.2 billion to $1.3 billion. We also expect interest expense to be $520 million to $540 million; rationalization payments to be approximately $300 million; income tax payments to be approximately $200 million, excluding one-time items; and contributions to our funded pension plans to be $25 million to $50 million. We expect working capital to be flat as compared to 2023.36

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 March 31, 2024, approximately $916 million of net assets, including approximately $198 million of cash and cash equivalents, were subject to such requirements. The

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~~requirements~~our weexposure ~~must~~to ~~comply~~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 ~~transfer~~financial ~~funds~~institutions ~~out~~in ofthis ~~China~~manner, ~~South~~we ~~Africa~~believe that we effectively manage the risk of loss due to nonperformance by a financial institution. However, ~~Serbia~~we ~~and~~cannot ~~Argentina~~provide ~~have~~assurance that we will not ~~adversely~~experience ~~impacted~~losses or delays in accessing our ~~ability~~deposits or lines of credit due to the nonperformance of a financial institution. Our inability to access our cash deposits or make ~~transfers~~draws ~~out~~on our lines of ~~those~~credit, ~~countries~~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 2024 full-year cash flow needs to include capital expenditures of approximately $1,250 million, excluding approximately $50 million of capital expenditures covered by insurance. We also expect interest expense to be $510 million to $530 million; rationalization payments to be approximately $300 million; income tax payments to be approximately $200 million, excluding one-time items; and contributions to our funded pension plans to be $25 million to $35 million. We expect working capital to be flat as compared to 2023.

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 June 30, 2024, approximately $860 million of net assets, including approximately $170 million of cash and cash equivalents, were subject to such requirements. The requirements we must comply with to transfer funds out of China, South Africa, Serbia and Argentina have not adversely impacted our ability to make transfers out of those countries.

Operating Activities

Net cash used for operating activities was $~~451~~518 million in the first ~~three~~six months of 2024, compared to net cash used for operating activities of $~~775~~434 million in the first ~~three~~six months of 2023. The $~~324~~84 million ~~improvement~~increase in net cash used for operating activities was primarily due to aan ~~decrease~~increase in cash used for working capital of $~~320~~238 million, ~~and~~year-over-year ~~higher~~changes ~~earnings~~ in ~~our~~balance ~~SBUs~~sheet ofaccounts ~~$122~~for ~~million,~~Other ~~partially~~Current ~~offset~~Liabilities byand anOther ~~increase~~Assets inand ~~cash~~Liabilities ~~used~~totaling ~~for~~$107 ~~other~~million ~~current~~and ~~liabilities~~higher rationalization payments of $~~106~~55 million, ~~and~~partially offset by higher ~~rationalization~~earnings ~~payments~~in our SBUs of $34337 million.

The ~~net~~increase ~~improvement~~ in cash used for working capital reflects aan ~~decrease~~increase in cash used for ~~Accounts~~Inventory ~~Receivable~~ of $~~278~~638 million, ~~and~~partially offset by a decrease in cash used for Accounts Payable — Trade of $~~255~~379 million, ~~partially~~and ~~offset by an increase~~ in cash used for ~~Inventory~~Accounts Receivable of $~~213~~21 million. These changes were driven by ~~the~~lower ~~impact~~sales ofvolume ~~lower~~in ~~raw~~the ~~material~~first ~~costs~~half onof ~~our~~2024 ~~manufacturing~~compared ~~operations~~to ~~and~~the ~~pricing~~first half of 2023.

Investing Activities

Net cash used for investing activities was $~~231~~488 million in the first ~~three~~six months of 2024, compared to $~~456~~645 million in the first ~~three~~six months of 2023. Capital expenditures were $~~318~~634 million in the first ~~three~~six months of 2024, compared to $~~291~~536 million in the first ~~three~~six months of 2023. ~~Investing~~Cash ~~activities~~provided by asset dispositions and sale and leaseback transactions in the first ~~three~~six months of 2024 ~~also~~was ~~included~~$124 ~~cash~~million, ~~provided~~compared byto ~~asset dispositions of~~ $~~108~~69 million, ~~net~~in ~~loans~~the tofirst ~~TireHub~~six months of ~~$21~~2023. ~~million~~Additionally, investing activities in the first ~~three~~six months of 2024 ~~compared~~includes insurance recoveries of $37 million for replacement of equipment damaged in the Debica fire and net loans to TireHub of $7617 million, while investing activities in the first ~~three~~six months of 2023, ~~and~~included anet ~~year-over-year~~securities ~~decrease~~acquired of $81100 million inand net ~~securities~~loans ~~acquired~~to ~~and~~TireHub ~~redeemed~~of $65 million. Beyond expenditures required to sustain our facilities, capital expenditures in 2024 and 2023 primarily related to the modernization and expansion of tire manufacturing facilities around the world.

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Financing Activities

Net cash provided by financing activities was $~~661~~896 million in the first ~~three~~six months of 2024, compared to net cash provided by financing activities of $~~1,075~~876 million in the first ~~three~~six months of 2023. Financing activities in the first ~~three~~six months of 2024 included net borrowings of $~~684~~919 million and a decrease of $18 million in debt related costs and other transactions, primarily in our factored accounts receivable liability. Financing activities in the first ~~three~~six months of 2023 included net borrowings of $~~1,076~~882 million.

Credit Sources

In aggregate, we had total credit arrangements of $11,~~476~~707 million available at ~~March~~June 3130, 2024, of which $3,~~313~~227 million were unused, compared to $11,743 million available at December 31, 2023, of which $4,247 million were unused. At ~~March~~June 3130, 2024, we had long term credit arrangements totaling $10,~~722~~800 million, of which $2,~~975~~824 million were unused, compared to $10,983 million and $3,867 million, respectively, at December 31, 2023. At ~~March~~June 3130, 2024, we had short term committed and uncommitted credit arrangements totaling $~~754~~907 million, of which $~~338~~403 million were unused, compared to $760 million and $380 million, respectively, at December 31, 2023. The continued availability of the short term uncommitted arrangements is at the discretion of the relevant lender and may be terminated at any time.

Outstanding Notes

At ~~March~~June 3130, 2024, we had $5,~~560~~555 million of outstanding notes compared to $5,571 million at December 31, 2023.

On July 23, 2024, we called for redemption of $300 million in aggregate principal amount of our outstanding $800 million 9.5% Senior Notes due 2025 on August 7, 2024 (the “Redemption Date”). The redemption price will be equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date.

$2.75 billion Amended and Restated First Lien Revolving Credit Facility due 2026

Availability under the facility is subject to a borrowing base, which is based on (i) eligible accounts receivable and inventory of The Goodyear Tire & Rubber Company and certain of its U.S. and Canadian subsidiaries, (ii) the value of our principal trademarks in an amount not to exceed $400 million, (iii) the value of eligible machinery and equipment, and (iv) certain cash in an amount not to exceed $275 million. 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 ~~March~~June 3130, 2024, our borrowing base was above the facility's stated amount of $2.75 billion. In addition, if the amount of outstanding borrowings and ~~therefore~~letters ~~our~~of ~~availability,~~credit under ~~this~~the facility ~~was~~exceeds ~~$178~~the ~~million~~borrowing base, we would be required to prepay borrowings and/or cash collateralize letters of credit sufficient to eliminate the excess.

At June 30, 2024, we had $815 million of borrowings and $1 million of letters of credit issued under the revolving credit facility. At December 31, 2023, we had $385 million of borrowings and $1 million of letters of credit issued under the revolving credit facility.

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below the facility's stated amount of $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.

At March 31, 2024, we had $630 million of borrowings and $1 million of letters of credit issued under the revolving credit facility. At December 31, 2023, we had $385 million of borrowings and $1 million of letters of credit issued under the revolving credit facility.

€800 million Amended and Restated Senior Secured European Revolving Credit Facility due 2028

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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, 2020 under the first lien facility and December 31, 2021 under the European facility.

Accounts Receivable Securitization Facilities (On-Balance Sheet)

Accounts Receivable Factoring Facilities (Off-Balance Sheet)

Letters of Credit

At ~~March~~June 3130, 2024, we had $212 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 $841 million and $892 million at June 30, 2024 and December 31, 2023, respectively. The amounts confirmed to the financial institutions were $672 million and $580 million at June 30, 2024 and December 31, 2023, 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.

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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 $860 million and $892 million at March 31, 2024 and December 31, 2023, respectively. The amounts confirmed to the financial institutions were $609 million and $580 million at March 31, 2024 and December 31, 2023, 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 2023 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 and some of the indentures governing our notes contain certain covenants that, among other things, limit our ability to incur additional debt or issue redeemable preferred stock, pay dividends, repurchase shares or make certain other restricted payments or investments, incur liens, sell assets, incur restrictions on the ability of our subsidiaries to pay dividends or to make other payments to us, enter into affiliate transactions, engage in sale and leaseback transactions, and consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. 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 March 31, 2024, our unused availability under this facility of $1,941 million, plus our Available Cash of $230 million, totaled $2,171 million, which is in excess of $275 million.39

InTable 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 our pan-European accounts receivable securitization facility. At March 31, 2024, we were in compliance with this financial covenant.contents

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. 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 June 30, 2024, our unused availability under this facility of $1,934 million, plus our Available Cash of $172 million, totaled $2,106 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 our pan-European accounts receivable securitization facility. At June 30, 2024, 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. Certain of our senior note indentures have substantially similar limitations on incurring debt and making restricted payments. Our credit facilities and indentures 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 ~~March~~June 3130, 2024, 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.

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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.

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conditions. The Commitment Letter will terminate on the earliest of (i) the redemption, repurchase or other repayment of all of the Notes without the funding of the Committed Credit Facility, (ii) the execution and delivery of the Committed Credit Facility, (iii) our election to terminate the Commitment Letter, or (iv) June 2, 2025 (the final payment date for the Notes).

Dividends and Common Stock Repurchases

Under our primary credit facilities and some of our note indentures, we are permitted to pay dividends on and repurchase our capital stock (which constitute restricted payments) as long as no default will have occurred and be continuing, additional indebtedness can be incurred under the credit facilities or indentures following the payment, and certain financial tests are satisfied.

We do not currently pay a quarterly dividend on our common stock.

The restrictions imposed by our credit facilities and indentures are not expected to significantly affect our ability to pay dividends or repurchase our capital stock in the future.

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 $800 million outstanding principal amount of 9.5% senior notes due 2025, the $900 million outstanding principal amount of 5% senior notes due 2026, the $700 million outstanding principal amount of 4.875% senior notes due 2027, the $850 million outstanding principal amount of 5% senior notes due 2029, the $550 million outstanding principal amount of 5.25% senior notes due April 2031, the $600 million outstanding principal amount of 5.25% senior notes due July 2031 and the $450 million outstanding principal amount of 5.625% senior notes due 2033 (collectively, the “Notes”).

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 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.

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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.~~

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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.

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.

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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)	~~March~~June 3130,2024		December 31,2023
Total Current Assets(1)	$	6,~~174~~159	$	6,276
Total Non-Current Assets		8,~~729~~757		8,669
Total Current Liabilities	$	3,~~294~~992	$	3,615
Total Non-Current Liabilities		98,~~012~~284		8,675

(1)

Includes receivables due from Non-Guarantor Subsidiaries of $1,~~945~~835 million and $2,214 million as of ~~March~~June 3130, 2024 and December 31, 2023, respectively.

	Summarized Statements of Operations
(In millions)	~~Three~~Six Months ~~EndedMarch~~EndedJune 3130, 2024			Year EndedDecember 31, 2023
Net Sales	$	24,~~405~~918		$	11,166
Cost of Goods Sold		24,~~006~~015			9,355
Selling, Administrative and General Expense		~~378~~767			1,524
Rationalizations		—13			67
Interest Expense		~~101~~239			418
Other (Income) Expense		395			(106	)
Income (Loss) before Income Taxes(2)	$	(~~119~~121	)	$	(92	)
Net Income (Loss)	$	(~~101~~84	)	$	(31	)
Goodyear Net Income (Loss)	$	(~~101~~84	)	$	(31	)

(2)

Includes income from intercompany transactions with Non-Guarantor Subsidiaries of $~~142~~309 million for the ~~three~~six months ended ~~March~~June 3130, 2024, primarily from royalties, intercompany product sales, dividends and interest, and $711 million for the year ended December 31, 2023, primarily from royalties, dividends, interest and intercompany product sales.

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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 the Goodyear Forward plan and our other strategic initiatives, including the sale of our OTR tire business, our operating results, financial condition and liquidity may be materially adversely affected;

•

we may not be able to consummate the sale of our OTR tire business on a timely basis or at all, including failure to obtain the required regulatory approvals or to satisfy other conditions to closing;

•

we face significant global competition and our market share could decline;

•

raw material cost increases may materially adversely affect our operating results and financial condition;

•

we are experiencing inflationary cost pressures, including with respect to wages, benefits, ~~transportation~~ and energy costs, that may materially adversely affect our operating results and financial condition;

•

delays or disruptions in our supply chain or in the provision of services, including utilities, to us could result in increased costs or disruptions in our operations;

•

a prolonged economic downturn or economic uncertainty could adversely affect our business and results of operations;

•

deteriorating economic conditions in any of our major markets, or an inability to access capital markets or third-party financing when necessary, may materially adversely affect our operating results, financial condition and liquidity;

•

if we experience a labor strike, work stoppage, labor shortage or other similar event at the Company or its joint ventures, our business, results of operations, financial condition and liquidity could be materially adversely affected;

•

financial difficulties, work stoppages, labor shortages, supply disruptions or economic conditions affecting our major OE customers, dealers or suppliers could harm our business;

•

our capital expenditures may not be adequate to maintain our competitive position and may not be implemented in a timely or cost-effective manner;

•

changes to tariffs, trade agreements or trade restrictions may materially adversely affect our operating results;

•

our international operations have certain risks that may materially adversely affect our operating results, financial condition and liquidity;

•

we have foreign currency translation and transaction risks that may materially adversely affect our operating results, financial condition and liquidity;

•

our long-term ability to meet our obligations, to repay maturing indebtedness or to implement strategic initiatives may be dependent on our ability to access capital markets in the future and to improve our operating results;

•

we have a substantial amount of debt, which could restrict our growth, place us at a competitive disadvantage or otherwise materially adversely affect our financial health;

•

any failure to be in compliance with any material provision or covenant of our debt instruments, or a material reduction in the borrowing base under our first lien revolving credit facility, could have a material adverse effect on our liquidity and operations;

•

our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly;

•

we have substantial fixed costs and, as a result, our operating income fluctuates disproportionately with changes in our net sales;

•

we may incur significant costs in connection with our contingent liabilities and tax matters;

our reserves for contingent liabilities and our recorded insurance assets are subject to various uncertainties, the outcome of which may result in our actual costs being significantly higher than the amounts recorded;44

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•

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 between Israel and Hamas, 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.

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 two-thirds 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 ~~March~~June 3130, 2024, approximately 26% of our debt was at variable interest rates averaging 7.0616%.

The following table presents information about long term fixed rate debt, excluding finance leases, at ~~March~~June 3130, 2024:

(In millions)
Carrying amount — liability	$	5,~~707~~716
Fair value — liability		5,~~455~~459
Pro forma fair value — liability		5,~~646~~265

The pro forma information assumes a 100 basis point decrease in market interest rates at ~~March~~June 3130, 2024, 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 ~~March~~June 3130, 2024:

(In millions)
Fair value — asset (liability)	$	1312
Pro forma decrease in fair value		(~~162~~173	)
Contract maturities	47/24 - 3/25

The pro forma decrease in fair value assumes a 10% adverse change in underlying foreign exchange rates at ~~March~~June 3130, 2024, 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 ~~March~~June 3130, 2024 as follows:

(In millions)
Current asset (liability):
Accounts receivable	$	1821
Other current liabilities		(59	)

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 ~~March~~June 3130, 2024 (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, 2023, we were one of numerous defendants in legal proceedings in certain state and federal courts involving approximately 35,800 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 ~~three~~six months of 2024, approximately ~~250~~450 claims were filed against us and approximately ~~200~~600 were settled or dismissed. The amounts expended on asbestos defense and claim resolution by us and our insurers during the first ~~three~~six months of 2024 was $36 million. At ~~March~~June 3130, 2024, there were approximately 35,~~850~~650 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.

~~Reference~~European isCommission ~~made~~Antitrust ~~to Item 3 of Part I of our 2023 Form 10-K for additional discussion of legal proceedings.~~Investigation

On January 30, 2024, the European Commission carried out unannounced inspections at the premises of companies active in the tire industry in several Member States in the European Union in connection with an investigation into potential violations of European Union antitrust rules with respect to new replacement tires for passenger cars, vans, trucks and busses sold in the European Economic Area. We were one of the companies that was inspected. We are cooperating with the European Commission’s investigation.

In addition, a number of civil lawsuits have been subsequently filed in the United States and elsewhere against companies active in the tire industry, including us, alleging violations of antitrust laws with respect to new replacement tires for passenger cars, vans, trucks and busses sold in the relevant jurisdictions, and similar additional lawsuits could be brought against us in the future. The U.S. lawsuits have been transferred to a multidistrict litigation in the U.S. District Court for the Northern District of Ohio. We intend to defend these lawsuits, the ultimate outcome of which cannot be predicted at this time.

Reference is made to Item 3 of Part I of our 2023 Form 10-K and to Item I of Part II of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 for additional discussion of legal proceedings.

ITEM 1A. RISK FACTORS.

The consummation of the sale of our OTR tire business to The Yokohama Rubber Company is subject to closing conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete the sale in a timely manner or at all could have adverse effects on us.

On July 22, 2024, Goodyear and The Yokohama Rubber Company (the “Buyer”) entered into a Share and Asset Purchase Agreement (the “Agreement”) with respect to the sale of our OTR tire business (the “Business”) to the Buyer (the “Transaction”).

The Transaction is subject to the satisfaction of customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; the making or obtaining of certain antitrust approvals; the absence of any law or order enjoining or otherwise prohibiting the Transaction; the absence of any law or order arising under any antitrust law that expressly imposes a requirement on the Buyer or any of its affiliates to: (a) sell, transfer or otherwise dispose of any assets, rights, products or businesses of Buyer or any of its affiliates (other than, following the closing of the Transaction (the "Closing"), the Business), (b) sell, transfer or otherwise dispose of any assets, rights, products or businesses of the Business, or (c) take any other action of a type not described in either (a) or (b) with respect to any of the assets, rights, products or businesses of Buyer and its affiliates (including, following the Closing, the Business), unless, in the case of any action described in (b) or (c), any such action would not and would not reasonably be expected to result in a material adverse effect on (1) Buyer and its subsidiaries, taken as a whole (including the reasonably anticipated benefits (financial or otherwise) to Buyer of the Transaction and assuming that Buyer and its subsidiaries, taken as a whole, are the same size as the Business, taken as a whole), or (2) the Business, taken as a whole (a “Burdensome Action”); the accuracy of the representations and warranties of the other party; the compliance of each party with its covenants in all material respects; and the absence of a material adverse effect with respect to the Business.

The Agreement also contains customary termination rights, including if the Closing has not occurred on or prior to July 22, 2025 (as it may be extended, the "Outside Date"), subject to two three-month extension periods, at the option of either us or the Buyer, if certain regulatory conditions to Closing have not been satisfied.

The Buyer will also be required to pay or cause to be paid to us a fee of $47.5 million (the “Buyer Termination Fee”) if the Agreement is validly terminated by either us or the Buyer due to a failure to receive certain antitrust approvals on or prior to the Outside Date or due to a government order or action that arises as a result of an antitrust law that permanently makes illegal or

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prevents the consummation of the Transaction or by the Buyer due to a government order or action that arises as a result of an antitrust law that imposes a Burdensome Action on the Buyer. The Buyer Termination Fee may not be sufficient to cover all of the expenses we incurred in connection with the Transaction or the losses associated with failing to consummate the Transaction.

If the Closing does not occur, our operating results, financial condition and liquidity may be materially adversely affected. Without realizing any of the benefits of having completed the Transaction, we will be subject to a number of risks, including the following:

•

the market price of Goodyear common stock could decline to the extent that the current market price reflects a market assumption that the Transaction will be completed;

•

if the Agreement is terminated and we seek another buyer for the Business, our shareholders cannot be certain that we will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms of the Agreement;

•

time and resources committed by our management to matters relating to the Transaction could otherwise have been devoted to pursuing other beneficial opportunities for us;

•

we may experience negative reactions from the financial markets or from our customers, suppliers or employees;

•

we will be required to pay our costs relating to the Transaction, such as legal, accounting and financial advisory fees, whether or not the Transaction is completed; and

•

litigation related to any failure to complete the Transaction or related to any enforcement proceeding commenced against us to perform our obligations pursuant to the Agreement.

Similarly, delays in the completion of the Transaction could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the Transaction.

The Transaction may disrupt our current and future plans or operations.

The Agreement also contemplates that, at the Closing, Goodyear and the Buyer (or their respective affiliates) will enter into (a) a product supply agreement, pursuant to which we will, or will cause our affiliates to, supply to the Buyer or its affiliates, certain tire products for an initial period of up to 5 years from Closing, subject to an exit and asset relocation plan to be mutually agreed upon by the parties pursuant to which, beginning no earlier than the 2nd anniversary of the Closing, the production of those tire products will transition to Buyer’s facilities, and (b) a transition services agreement, pursuant to which we will provide certain transition services to the Buyer for the Business for a specified period from the Closing. The Buyer will reimburse us for certain costs incurred under the product supply agreement and the transition services agreement during their respective terms.

There can be no assurance that we will be able to successfully separate the Business or otherwise fully realize the expected benefits of the Transaction. Difficulties in separating the Business may result in us performing differently than expected, in operational challenges or in unabsorbed overhead and other costs, especially during the implementation of the exit and asset relocation plan contemplated by the product supply agreement. The separation of the Business may result in material challenges, including the diversion of management’s attention from ongoing business concerns; retaining key management and other employees; retaining or attracting business and operational relationships; the possibility of faulty assumptions underlying expectations regarding the separation process and associated expenses; separating corporate and administrative infrastructures, including information technology, manufacturing and other systems; coordinating these activities in geographically dispersed locations; as well as potential unknown liabilities or unforeseen expenses relating to the separation or any delays in separation activities.

Refer to “Item 1A. Risk Factors” in our 2023 Form 10-K for a discussion of our risk factors.

ITEM 5. OTHER INFORMATION.

During the quarterly period ended ~~March~~June 3130, 2024, none of our directors or officers informed us of the adoption, modification or termination of a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as those terms are defined in Regulation S-K, Item 408.

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 ~~March~~June 3130, 2024

INDEX OF EXHIBITS

ExhibitTableItemNo.	Description of Exhibit	ExhibitNumber
10	Material Contracts
(a)	~~Letter~~Defined ~~Agreement,~~Contribution ~~dated~~Excess ~~December~~Benefit ~~14,~~Plan ~~2023,~~of ~~between~~ the Company, ~~and~~adopted ~~Mark~~October ~~Stewart~~7, ~~(incorporated by reference~~2008, ~~filed~~effective as ~~Exhibit~~of ~~10.~~January 1, to2005, ~~the~~as ~~Company's~~amended ~~Current~~and ~~Report~~restated oneffective ~~Form~~January ~~8-K~~1, ~~filed~~2022, ~~January~~and ~~18,~~as ~~2024,~~further ~~File~~amended ~~No.~~on ~~1-1927)~~June 26, 2024.	10.1
(b)	Form of Non-Qualified Stock Option Grant Agreement (incorporated by reference, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed February 29, 2024, File No. 1-1927).
(c)	Form of Non-Qualified Stock Option with tandem Stock Appreciation Right Grant Agreement (incorporated by reference, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, filed February 29, 2024, File No. 1-1927).
(d)	Form of Performance Share Grant Agreement (incorporated by reference, filed as Exhibit 10.3 to the Company's Current Report on Form 8-K, filed February 29, 2024, File No. 1-1927).
(e)	Form of Performance Share Continuous Vesting Grant Agreement (incorporated by reference, filed as Exhibit 10.4 to the Company's Current Report on Form 8-K, filed February 29, 2024, File No. 1-1927).
(f)	Form of Executive Performance Unit Grant Agreement (incorporated by reference, filed as Exhibit 10.5 to the Company's Current Report on Form 8-K, filed February 29, 2024, File No. 1-1927).
(g)	Form of Executive Performance Unit Continuous Vesting Grant Agreement (incorporated by reference, filed as Exhibit 10.6 to the Company's Current Report on Form 8-K, filed February 29, 2024, File No. 1-1927).
(h)	Form of Restricted Stock Unit Annual Cliff Grant Agreement (incorporated by reference, filed as Exhibit 10.7 to the Company's Current Report on Form 8-K, filed February 29, 2024, File No. 1-1927).
(i)	Form of Restricted Stock Unit Annual Ratable Grant Agreement (incorporated by reference, filed as Exhibit 10.8 to the Company's Current Report on Form 8-K, filed February 29, 2024, File No. 1-1927).
(j)	Form of Restricted Stock Unit Continuous Vesting Grant Agreement (incorporated by reference, filed as Exhibit 10.9 to the Company's Current Report on Form 8-K, filed February 29, 2024, File No. 1-1927).
22	Subsidiary Guarantors of Guaranteed Securities
(a)	List of Subsidiary Guarantors.	22.1
31	Rule 13a-14(a) Certifications
(a)	Certificate of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.	31.1
(b)	Certificate of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.	31.2
32	Section 1350 Certifications
(a)	Certificate of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.	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 June 30, 2024, formatted in Inline XBRL (included as Exhibit 101).

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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 March 31, 2024, 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:	~~May~~August 71, 2024	By	/s/ MARGARET V. SNYDER
		Margaret V. Snyder, 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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