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1、2023ANNUALREPORTUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OFTHE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,2023Commission File Number:1-1927THE GOODYEAR TIRE&RUBBER COMPANY(Exact name of registra
2、nt as specified in its charter)Ohio34-0253240(State or Other Jurisdiction ofIncorporation or Organization)(I.R.S.EmployerIdentification No.)200 Innovation Way,Akron,Ohio44316-0001(Address of Principal Executive Offices)(Zip Code)Registrants telephone number,including area code:(330)796-2121Securitie
3、s registered pursuant to Section 12(b)of the Act:Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock,Without Par ValueGTThe Nasdaq Stock Market LLCSecurities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the registrant is a well-kn
4、own seasoned issuer,as defined in Rule 405 of the Securities Act.Yes?No?Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes?No?Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Sect
5、ion 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding12 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 submi
6、tted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T duringthe 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
7、filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging growthcompany.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company”and emerging growth company in Rule 12b-2 of the ExchangeAct.(Check one):Large Accelerated Filer?
8、Accelerated Filer?Non-accelerated Filer?Smaller Reporting Company?Emerging GrowthCompany?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 financialaccounting standards provided pursuant
9、to Section 13(a)of the Exchange Act.?Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financialreporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered
10、public accounting firm that prepared or issued its audit report.?If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statemen
11、ts.?Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).?Indicate by check mark whether the r
12、egistrant is a shell company(as defined in Rule 12b-2 of the Act).Yes?No?The aggregate market value of the common stock held by nonaffiliates of the registrant,computed by reference to the last sales price of such common stock as of the closingof trading on June 30,2023,was approximately$3.9 billion
13、.Shares of Common Stock,Without Par Value,outstanding at January 31,2024:283,954,995DOCUMENTS INCORPORATED BY REFERENCE:Portions of the Companys Proxy Statement for the Annual Meeting of Shareholders to be held on April 8,2024 are incorporated by reference in Part III.THE GOODYEAR TIRE&RUBBER COMPAN
14、YAnnual Report on Form 10-KFor the Fiscal Year Ended December 31,2023Table of ContentsItemNumberPageNumberPART I1Business11ARisk Factors111BUnresolved Staff Comments211CCybersecurity212Properties233Legal Proceedings24PART II5Market for Registrants Common Equity,Related Stockholder Matters and Issuer
15、 Purchases of EquitySecurities257Managements Discussion and Analysis of Financial Condition and Results of Operations267AQuantitative and Qualitative Disclosures About Market Risk538Financial Statements549Changes in and Disagreements with Accountants on Accounting and Financial Disclosure1159AContro
16、ls and Procedures1159BOther Information115PART III10Directors,Executive Officers and Corporate Governance11611Executive Compensation11612Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters11613Certain Relationships and Related Transactions,and Director Inde
17、pendence11614Principal Accountant Fees and Services116PART IV15Exhibits and Financial Statement Schedules11716Form 10-K Summary117Index to Financial Statement SchedulesFS-1Index of ExhibitsX-1SignaturesS-11PART I.ITEM 1.BUSINESS.BUSINESS OF GOODYEARThe Goodyear Tire&Rubber Company(the“Company”)is an
18、 Ohio corporation organized in 1898.Its principal offices arelocated at 200 Innovation Way,Akron,Ohio 44316-0001.Its telephone number is(330)796-2121.The terms“Goodyear,”“Company”and“we,”“us”or“our”wherever used herein refer to the Company together with all of its consolidated U.S.andforeign subsidi
19、ary companies,unless the context indicates to the contrary.We are one of the worlds leading manufacturers of tires,engaging in operations in most regions of the world.In 2023,our netsales were$20,066 million and Goodyear net loss was$689 million.We develop,manufacture,distribute and sell tires for m
20、ostapplications.We also manufacture and sell rubber-related chemicals for various applications.We are one of the worlds largestoperators of commercial truck service and tire retreading centers.We operate approximately 950 retail outlets where we offerour products for sale to consumer and commercial
21、customers and provide repair and other services.We manufacture ourproducts in 55 manufacturing facilities in 22 countries,including the United States,and we have marketing operations in almostevery country around the world.We employ approximately 71,000 full-time and temporary associates worldwide.A
22、VAILABLE INFORMATIONWe make available free of charge on our website,http:/,our annual report on Form 10-K,quarterly reportson Form 10-Q,current reports on Form 8-K,and amendments to those reports as soon as reasonably practicable after we fileor furnish such reports to the Securities and Exchange Co
23、mmission(the“SEC”).Our reports filed with the SEC may be foundon the SECs website at http:/www.sec.gov.The information on our website and the SECs website is not incorporated byreference in or considered to be a part of this Annual Report on Form 10-K.DESCRIPTION OF GOODYEARS BUSINESSOn June 7,2021(
24、the Closing Date),we completed our acquisition of Cooper Tire&Rubber Company(Cooper Tire)forcash and stock consideration totaling approximately$3.1 billion.Cooper Tires results of operations have been included in ourconsolidated financial statements since the Closing Date.On November 15,2023,followi
25、ng a comprehensive evaluation by the Strategic and Operational Review Committee of theBoard of Directors,we announced a transformation plan,known as“Goodyear Forward,”that is intended to optimize ourportfolio,deliver significant margin expansion and reduce leverage in order to drive sustainable,long
26、-term shareholder valuecreation.Goodyear Forwards goals are to deliver:(1)gross proceeds in excess of$2 billion from portfolio optimization by pursuingstrategic alternatives for our chemical business,the Dunlop brand and our off-the-road tire business,(2)cost reduction actionsdriving an annual,run-r
27、ate benefit of$1 billion by the end of 2025,(3)top line actions driving an annual,run-rate benefit of$300 million by the end of 2025,(4)segment operating income margin doubling to 10%by the end of 2025,and(5)improvedleverage by the end of 2025.GENERALINFORMATIONREGARDINGOURSEGMENTSFor the year ended
28、 December 31,2023,we operated our business through three operating segments representing our regionaltire businesses:Americas;Europe,Middle East and Africa(“EMEA”);and Asia Pacific.Our principal business is the development,manufacture,distribution and sale of tires and related products and servicesw
29、orldwide.We manufacture and sell numerous lines of rubber tires for:automobilestrucksbusesaircraftmotorcyclesearthmoving and mining equipmentfarm implementsindustrial equipment,andvarious other applications.2In each case,our tires are offered for sale to vehicle manufacturers for mounting as origina
30、l equipment(“OE”)and forreplacement worldwide.We manufacture and sell tires under the Goodyear,Cooper,Dunlop,Kelly,Mastercraft,Roadmaster,Debica,Sava,Fulda,Mickey Thompson,Avon and Remington brands and various“house”brands,and the private-label brandsof certain customers.In certain geographic areas
31、we also:retread truck,aviation and off-the-road(OTR)tires,manufacture and sell tread rubber and other tire retreading materials,sell chemical products,and/orprovide automotive and commercial repair services and miscellaneous other products and services.Our principal products are new tires for most a
32、pplications.Approximately 86%of our sales in 2023,86%in 2022 and 85%in2021 were for tire units.Sales of chemical products to unaffiliated customers were 2%of our consolidated sales in 2023 and3%in 2022 and 2021(4%,5%and 6%of Americas total sales in 2023,2022 and 2021,respectively).The percentages of
33、 eachsegments sales attributable to tire units during the periods indicated were:Year Ended December 31,Tire Unit Sales202320222021Americas84%84%82%Europe,Middle East and Africa888889Asia Pacific959493Each segment exports tires to other segments.The financial results of each segment exclude sales of
34、 tires exported to othersegments,but include operating income derived from such transactions.Goodyear does not include motorcycle,aviation or race tires in reported tire unit sales.Tire unit sales for each segment during the periods indicated were:GOODYEARS ANNUAL TIRE UNIT SALES SEGMENTYear Ended D
35、ecember 31,(In millions of tires)202320222021Americas87.395.085.9Europe,Middle East and Africa49.955.152.7Asia Pacific36.134.430.7Goodyear worldwide tire units173.3184.5169.3Our replacement and OE tire unit sales during the periods indicated were:GOODYEARS ANNUAL TIRE UNIT SALES REPLACEMENT AND OEYe
36、ar Ended December 31,(In millions of tires)202320222021Replacement tire units130.2143.9134.1OE tire units43.140.635.2Goodyear worldwide tire units173.3184.5169.3New tires are sold under highly competitive conditions throughout the world.On a worldwide basis,we have two majorcompetitors:Bridgestone(b
37、ased in Japan)and Michelin(based in France).Other significant competitors include Continental,Hankook,Kumho,Nexen,Pirelli,Sumitomo,Toyo,Yokohama and various regional tire manufacturers.We compete with other tire manufacturers on the basis of product design,performance,price and terms,reputation,warr
38、antyterms,customer service and consumer convenience.Goodyear,Cooper,Dunlop and Mickey Thompson branded tires enjoy ahigh recognition factor and have a reputation for performance and product design.The Kelly,Mastercraft,Roadmaster,Debica,Sava,Fulda,Avon and Remington brands and various house brand ti
39、re lines offered by us,and tires manufactured and sold byus to private brand customers,compete primarily on the basis of value and price.We do not consider our tire businesses to be seasonal to any significant degree.AMERICASAmericas,our largest segment in terms of revenue,develops,manufactures,dist
40、ributes and sells tires and related products andservices in North,Central and South America,and sells tires to various export markets,primarily through intersegment sales.Americas manufactures tires in eight plants in the United States,two plants in Canada and six plants in Brazil,Chile,Colombia,Mex
41、ico and Peru.3Americas manufactures and sells tires for automobiles,trucks,buses,earthmoving,mining and industrial equipment,aircraft,and various other applications.Goodyear brand radial passenger tire lines sold throughout Americas include the Assurance family of product lines for thepremium and mi
42、d-tier passenger and cross-over utility segments;the Eagle and EfficientGrip Performance families of productlines for the high-performance segment;the Wrangler family of product lines for the sport utility vehicle and light trucksegments;as well as the WinterCommand and Ultra Grip family of winter t
43、ires.Cooper brand radial passenger tire lines soldthroughout Americas include those sold under the Mastercraft and Mickey Thompson brands.Additionally,we offer Dunlopbrand radial tire lines,including Signature and SP Sport for the passenger and performance segments;Grandtrek tires for thecross-over
44、and sport utility vehicle and light truck segments;and SP Winter,Winter Maxx and Grandtrek tires for the wintertire segment.Americas also manufactures and sells several lines of Kelly brand radial tires for passenger cars and light trucksincluding the Kelly Edge A/S,Edge HP and Edge AT.Our Americas
45、commercial business provides commercial truck tires,retreads,services and business solutions to trucking fleets.Cooper brand commercial tires sold throughout Americas includethose sold under the Roadmaster brand.Americas also:manufactures tread rubber and other tire retreading materials for trucks,h
46、eavy equipment and aviation,retreads truck,aviation and OTR tires,primarily as a service to its commercial customers,sells products and installation services online through our websites, for consumer tires for commercial tires,provides automotive maintenance and repair services at approximately 555
47、Company-owned retail outlets primarilyunder the Goodyear or Just Tires names,providestruckingfleetswithnewtires,retreads,mechanicalservice,preventativemaintenanceandroadsideassistancefrom approximately 230 Company-owned locations,primarily Goodyear Commercial Tire&Service Centers,sells automotive re
48、pair and maintenance items,automotive equipment and accessories and other items to dealers andconsumers,sells chemical products and natural rubber to Goodyears other business segments and to unaffiliated customers,andprovides miscellaneous other products and services.In 2023,Americas launched severa
49、l new consumer tires under the Goodyear and Cooper brands,including the GoodyearWrangler DuraTrac RT,the Goodyear Wrangler Boulder MT,the Goodyear EcoReady,the Cooper ProControl,the CooperCobra Instinct and the Cooper Discover Road+Trail AT.Americas commercial business launched new tires under theGo
50、odyear RangeMax line,providing a regional drive tire for emerging commercial electric vehicles and new premium retreadproducts under the Fuel Max,ArmorMax and UrbanMax lines for both regional and extreme mixed service customers.Americas also launched new tires under the Cooper WorkSeries and SevereS
51、eries lines for regional and mixed servicecommercial customers.Markets and Other InformationTire unit sales to replacement and OE customers served by Americas during the periods indicated were:AMERICAS UNIT SALES REPLACEMENT AND OEYear Ended December 31,(In millions of tires)202320222021Replacement
52、tire units73.280.572.6OE tire units14.114.513.3Total tire units87.395.085.9Americas is a major supplier of tires to most manufacturers of automobiles,trucks,buses,aircraft,and earthmoving,miningand industrial equipment that have production facilities located in the Americas.Americasprimarycompetitor
53、sareBridgestoneandMichelin.OthersignificantcompetitorsincludeContinental,Nexen,Pirelli,and imports from other regions,primarily Asia.The principal channel for the sale of Goodyear and Cooper brand tires in Americas is a large network of independent dealers.Goodyear,Cooper,Dunlop,Kelly and Mastercraf
54、t brand tires are also sold to numerous national and regional retailers,inGoodyear Company-owned stores in the United States,and through the wholesale channel,including through TireHub,LLC(TireHub),our national wholesale tire distributor in the United States,and a network of aligned U.S.regional who
55、lesale tiredistributors.Our products sold in the United States are subject to Federal Motor Vehicle Safety Standards(“FMVSS”)promulgated andenforced by the National Highway Traffic Safety Administration(“NHTSA”),which has established various standards and4regulations applicable to tires sold in the
56、United States and tires sold in a foreign country that are identical or substantiallysimilar to tires sold in the United States.NHTSA has the authority to order the recall of automotive products,including tires,having a defect related to motor vehicle safety or that do not comply with a motor vehicl
57、e safety standard.In addition,theTransportation Recall Enhancement,Accountability,and Documentation Act(the“TREAD Act”)imposes numerous reportingrequirements with respect to the early warning reporting of warranty claims,property damage claims,and bodily injury andfatality claims.The FMVSS also requ
58、ire tire manufacturers to comply with rigorous tire testing standards.Compliance withthese regulations has increased the cost of producing and distributing tires in the United States.EUROPE,MIDDLEEASTANDAFRICAEurope,Middle East and Africa,our second largest segment in terms of revenue,develops,manuf
59、actures,distributes and sellstires for automobiles,trucks,buses,aircraft,motorcycles,and earthmoving,mining and industrial equipment throughoutEurope,the Middle East and Africa under the Goodyear,Dunlop,Debica,Sava,Fulda,Cooper and Avon brands and otherhouse brands,and sells tires to various export
60、markets,primarily through intersegment sales.EMEA manufactures tires infifteen plants in France,Germany,Luxembourg,Poland,Serbia,Slovenia,South Africa and Turkey.EMEA also:sells aviation tires and manufactures and sells retreaded aviation tires,provides various retreading and related services for tr
61、uck and OTR tires,primarily for its commercial truck tirecustomers,offers automotive repair services at Company-owned retail outlets,andprovides miscellaneous other products and services.In 2023,EMEA launched a number of new consumer tires under the Goodyear,Dunlop,Debica,Sava and Fulda brands,inclu
62、ding the Goodyear Ultra Grip Performance 3 for the winter high-performance segment,the Goodyear Efficient GripCompact 2 for the summer segment and the Goodyear Ultra Grip Ice 3 for the Nordic ice segment.EMEA also enhanced itscommercial tire portfolio in all product tiers.The Goodyear UrbanMax Commu
63、ter has been introduced to address the inter-citypeople mobility segment,while the Goodyear FuelMax Endurance range,providing better fuel efficiency and lower CO2emissions across more applications,has been further extended to additional sizes.Markets and Other InformationTire unit sales to replaceme
64、nt and OE customers served by EMEA during the periods indicated were:EUROPE,MIDDLE EAST AND AFRICA UNIT SALES REPLACEMENT AND OEYear Ended December 31,(In millions of tires)202320222021Replacement tire units36.843.041.7OE tire units13.112.111.0Total tire units49.955.152.7EMEA is a significant suppli
65、er of tires to most vehicle manufacturers across the region.EMEAs primary competitors are Michelin,Bridgestone,Continental,Pirelli,several regional and local tire producers,andimports from other regions,primarily Asia.Goodyear and Dunlop brand tires are sold for replacement in EMEA through various c
66、hannels of distribution,principallyindependent multi-brand tire dealers.In some areas,Goodyear brand tires,as well as Dunlop,Debica,Sava,Fulda,Cooper andAvon brand tires,are distributed through independent dealers,regional distributors and retail outlets,of which approximately40 are owned by Goodyea
67、r.Our European operations are subject to regulation by the European Union.The Tire Safety Regulation sets performancestandards that tires for passenger cars and light and commercial trucks need to meet for rolling resistance,wet grip braking(passenger car tires only)and noise in order to be sold in
68、the European Union.The Tire Labeling Regulation applies to allpassenger car,light truck and commercial truck tires and requires that consumers be informed about the tires fuel efficiency,wet grip and noise characteristics.5ASIAPACIFICOur Asia Pacific segment develops,manufactures,distributes and sel
69、ls tires for automobiles,trucks,buses,aircraft,farm,andearthmoving,mining and industrial equipment throughout the Asia Pacific region,and sells tires to various export markets,primarily through intersegment sales.Asia Pacific manufactures tires in nine plants in China,India,Indonesia,Japan,Malaysiaa
70、nd Thailand.Asia Pacific also:retreads truck tires and aviation tires,manufactures tread rubber and other tire retreading materials for aviation tires,provides automotive maintenance and repair services at Company-owned retail outlets,andprovides miscellaneous other products and services.In 2023,Asi
71、a Pacific released new consumer tires under the Goodyear brand for the premium on and off road market segment,including the Goodyear Wrangler DuraTrac RT,the Goodyear Eagle F1 Asymmetric 6 for the ultra-high performance segment,and the Goodyear Assurance MaxGuard for mainstream passenger vehicles.Ma
72、rkets and Other InformationTire unit sales to replacement and OE customers served by Asia Pacific during the periods indicated were:ASIA PACIFIC UNIT SALES REPLACEMENT AND OEYear Ended December 31,(In millions of tires)202320222021Replacement tire units20.220.419.8OE tire units15.914.010.9Total tire
73、 units36.134.430.7Asia Pacifics major competitors are Bridgestone and Michelin along with many other global brands present in different partsof the region,including Continental,Dunlop,Hankook and a large number of regional and local tire producers.Asia Pacific sells primarily Goodyear and Cooper bra
74、nd tires throughout the region and also sells the Dunlop brand in Australiaand New Zealand.Other brands of tires,such as Remington,Kelly and Mastercraft,are sold in smaller quantities.Tires aresold through a network of licensed and franchised retail stores and multi-brand retailers through a network
75、 of wholesale dealersas well as through an increasing number of on-line outlets.In Australia,we also operate a network of approximately 100 retailstores,primarily under the Beaurepaires brand.During 2023,we approved a rationalization plan in Asia Pacific to improveprofitability in our Australia and
76、New Zealand operations which is expected to lead to the sale or exit of these retail and fleetstore locations.GENERAL BUSINESS INFORMATIONSources and Availability of Raw MaterialsThe principal raw materials used by Goodyear are synthetic and natural rubber.Synthetic rubber accounted for approximatel
77、y50%of all rubber consumed by us in 2023.Our plants located in Beaumont and Houston,Texas supply a major portion of ourglobal synthetic rubber requirements.We purchase all of our requirements for natural rubber in the world market.Other important raw materials and components we use are carbon black,
78、steel cord,fabrics and petrochemical-basedcommodities.Substantially all of these raw materials and components are purchased from independent suppliers,except forcertain chemicals we manufacture.We purchase most raw materials and components in significant quantities from severalsuppliers,except in th
79、ose instances where only one or a few qualified sources are available.The inflationary cost pressures onraw materials that we experienced in 2022 and the first half of 2023 eased in the second half of 2023.We anticipate thecontinued availability of raw materials and components we will require during
80、 2024,subject to spot shortages and unexpecteddisruptions caused by natural disasters,such as hurricanes,or other events.Substantial quantities of fuel and other petrochemical-based commodities are used in the production of tires,synthetic rubberand other products.Supplies of such fuels and commodit
81、ies have been and are expected to continue to be available to us inquantities sufficient to satisfy our anticipated requirements,subject to spot shortages.Human Capital ManagementAt December 31,2023,we employed approximately 71,000 full-time and temporary associates throughout the world,includingapp
82、roximately 39,700 associates covered under collective bargaining agreements.Approximately 5,300 of our associates in the6United States are covered by a master collective bargaining agreement between Goodyear and the United Steelworkers(USW),which expires in July 2026.Approximately 2,200 of our assoc
83、iates at our Texarkana and Findlay plants in the UnitedStates are covered by separate collective bargaining agreements with the USW,which expire in June 2024.In addition,approximately 800 of our associates in the United States are covered by other contracts with the USW and various other unions.Appr
84、oximately 20,000 of our associates outside of the United States are covered by union contracts that currently have expiredor that will expire in 2024,primarily in Luxembourg,Poland,Brazil,Mexico,China,Slovenia,Turkey,India and Serbia.Unions represent a major portion of our associates in the United S
85、tates and Europe.We continue to experience increased labor-related costs and manufacturing inefficiencies associated with the ongoing tightlabor supply,particularly in the U.S.To address this issue,we have accelerated hiring as necessary,increased training capacityand started to adjust future invest
86、ment plans to consider not just the cost,but also the availability of qualified workers.Engaging and enabling our associates to realize their full potential is one of our core strategies.This starts with attracting topdiverse talent and is followed by fostering inclusion,promoting equity through glo
87、bal inclusive leader training,offeringopportunities for skill and career development,supporting health and wellness,providing a safe and healthy workplace,makingapositiveimpactinourcommunities,andexpectingourassociatestoknowandcomplywithourcomplianceandethicspolicies.Talent Management Our associates
88、 are the driving force behind our success.They underpin every aspect of our strategy andhelp us deliver value to our customers,shareholders and communities.We provide integrated talent management and learningsolutions aimed at enabling our associates to reach their full personal and professional pot
89、ential at Goodyear.We are guidedby our talent strategy which focuses on talent attraction,talent development and talent engagement and retention.An exampleof how we attract talent is through campus recruiting into our intern and job rotational programs utilized by several of ourfunctional teams.We o
90、ffer a number of tools for talent development including the Goodyear Learning Center,which is our in-house collection of online courses available to all associates.In our manufacturing plants,one of the pillars of our plantoptimization efforts is Continuous Skills Development,which focuses on develo
91、ping problem-solving and decision-makingskills.Diversity and Inclusion A diverse workforce is critical to our long-term success.Embracing and valuing differences allowsus to attract top talent,improve associate satisfaction and engagement,foster innovation,and meld varying experiences andperspective
92、s to drive enhanced customer service,business creativity and decision-making.Our goal is to create a workenvironment where people have a real sense of belonging and are able to thrive.Our commitment is reflected in the policiesthat govern our workforce,such as our Business Conduct Manual and Global
93、Zero Tolerance policy and is evidenced in ourrecruiting strategies,succession planning,diversity and inclusion training and Employee Resource Groups(“ERGs”),whichare key to our inclusion efforts.Our ERGs provide associates access to coaching,mentoring and professional development,and include ADAPT(A
94、bled and Disabled Associates Partnering Together),Goodyear Asia India Middle East(AIM),GoodyearBlack Network,Goodyear Veterans Association,Goodyear Womens Network,Goodyear Pride Network,HOLA(Hispanic/Latino)and Next Generation Leaders.Health and Wellness Our wellness initiatives take a holistic view
95、 of associate health,including physical,emotional,financialand social health,to enable our associates to thrive and bring their best selves to work each day.Goodyear strives to be at theforefront of corporate wellness,and that goal is the driver behind our“GoodLife”wellness program,which fosters a c
96、ulture ofwellness for all Goodyear associates and their families.To meet the needs of our diverse workforce and their dependents,weoffer varying robust benefits packages for our full-time and part-time associates globally.Workforce Safety and Wellness Our vision is to have the safest operations in t
97、he world.We have established a goal ofeliminating all serious injuries and fatalities in our workplace.To reduce the risk of serious injuries we invest in systems thatenable us to receive reliable and structured data to enable decision making.We also work to improve our industrial hygiene toprevent
98、work-related illness from noise and the substances used in the manufacturing process and we focus on ergonomicsusing a six-step problem-solving process to reduce injuries and maximize workplace performance.Community Engagement Collaborating with community organizations energizes our associates and h
99、elps us build a betterfuture.Our global strategy and efforts are an extension of our business and are aimed at safe mobility,inspiring students toreach their full potential and reducing our environmental impacts.We encourage our associates to participate in our GlobalWeek of Volunteering.Compliance
100、and Ethics To“Act with Integrity”is a core component of our global strategy.Each associate is responsible foracting with honesty,integrity and respect every day and everywhere we do business.Our Business Conduct Manual guides ourBoard of Directors,executive team and all associates globally.We requir
101、e our global salaried associates to complete trainingannually on our Business Conduct Manual and periodically on subjects such as workplace respect(including discriminationand harassment),financial integrity,privacy and data protection,competition law,anti-corruption and anti-bribery,and beinga comp
102、liance leader.7Patents and TrademarksWe own approximately 1,700 product,process and equipment patents issued by the United States Patent Office andapproximately 4,400 patents issued or granted in other countries around the world.We have approximately 400 applicationsfor United States patents pending
103、 and approximately 600 patent applications on file in other countries around the world.Whilesuch patents and patent applications as a group are important,we do not consider any patent or patent application to be of suchimportance that the loss or expiration thereof would materially affect Goodyear o
104、r any business segment.We own,control or use approximately 1,600 different trademarks,including several using the word“Goodyear,”the word“Dunlop”or the word“Cooper.”Approximately 9,200 registrations and 300 pending applications worldwide protect thesetrademarks.While such trademarks as a group are i
105、mportant,the only trademarks we consider material to our business,or tothe business of any of our segments,are those using the word“Goodyear”or the word“Cooper,”and with respect to certain ofour international business segments,those using the word“Dunlop.”We believe our trademarks are valid and most
106、 are ofunlimited duration as long as they are adequately protected and appropriately used.Compliance with Government RegulationsWe are subject to extensive regulation under environmental and occupational safety and health laws and regulations worldwide.These laws and regulations relate to,among othe
107、r things,air emissions,discharges to surface and underground waters,thegeneration,handling,storage,transportation and disposal of waste materials and hazardous substances,and workplace safetyand health.We have several continuing programs designed to ensure compliance with foreign,federal,state and l
108、ocalenvironmental and occupational safety and health laws and regulations.We expect capital expenditures for pollution controlfacilities and occupational safety and health projects to be approximately$80 million in both 2024 and 2025.We also incur ongoing expenses to maintain and operate our polluti
109、on control facilities and conduct our other environmentalactivities,including the control and disposal of hazardous substances.These expenditures are expected to be sufficient tocomply with existing environmental laws and regulations and are not expected to have a material adverse effect on ourcompe
110、titive position.In the future,we may incur increased costs and additional charges associated with environmentalcompliance and cleanup projects necessitated by the identification of new waste sites,the impact of new environmental lawsand regulatory standards,or the availability of new technologies.Co
111、mpliance with foreign,federal,state and localenvironmentallawsandregulationsinthefuturemayrequireamaterialincreaseinourcapitalexpendituresandcouldadverselyaffect our earnings and competitive position.In addition,compliance with complex foreign and U.S.laws and regulations that apply to our internati
112、onal operations increasesour cost of doing business in international jurisdictions.These numerous and sometimes conflicting laws and regulationsinclude import and export laws,anti-competition laws,anti-corruption laws,such as the U.S.Foreign Corrupt Practices Act,the U.K.Bribery Act and other local
113、laws prohibiting corrupt payments to governmental officials,data privacy laws such asthe European Unions General Data Protection Regulation(GDPR),tax laws,and accounting,internal control and disclosurerequirements.Refer to“Description of Goodyears Business Americas”and“Description of Goodyears Busin
114、ess Europe,Middle Eastand Africa”included in this Item 1,“Business”for information regarding compliance with government regulations in each ofthose segments.8Climate Change and SustainabilityWe are committed to reaching net-zero greenhouse gas(GHG)emissions across our value chain by 2050 from a 2019
115、 baseyear.In addition,we are committed to reducing absolute Scope 1 and 2 GHG emissions by 46%by 2030 from a 2019 baseyear,and absolute Scope 3 GHG emissions from purchased goods and services,fuel and energy-related activities and upstreamtransportation by 28%within the same timeframe.In 2023,our sc
116、ience-based near-term and net-zero GHG reduction targetswere validated by the Science Based Targets initiative(SBTi).Climate considerations continue to drive change in the transportation sector.Advanced forms of mobilitysuch as fleets,autonomous,connected,electric and sustainable vehiclesare transfo
117、rming the tire industry and have the potential to makedriving safer and more sustainable.Companies in the transportation sector are setting ambitious climate goals that require thesupport of the entire supply chain to achieve.Additionally,we have established a robust process that uses internal and e
118、xternal insights to identify,assess and report climate-related risks and opportunities.The move to a low-carbon economy creates growth opportunities within the tire industry thatwe are well positioned to leverage through our continued innovation.We have a proven track record of producing tires forel
119、ectric and autonomous vehicles,developing tires and rubber compounds that contribute to reduced GHG emissions bylowering rolling resistance and reducing tire weight,and providing fleet solution services that promote fuel efficiency.Wemaintain strong relationships with our supply chain partners which
120、,coupled with our global scale,can be leveraged to eitheravoid or minimize climate-related supply chain disruptions.Climate change poses risks that could adversely impact our operations,including risks related to our plans to continue todevelopandsupplythetypesofproducts,servicesandtechnologiesreque
121、stedbyconsumers.Suchrisksalsoincludeanincreasein severe weather events that could temporarily disrupt our operations or supply chain or the operations of our customers andthecostofcomplianceassociatedwithincreasedclimate-relatedregulationsglobally,includingincreaseddisclosureobligationsor being subj
122、ect to carbon taxes or similar mechanisms in the European Union or the emergence of such programs in othercountries.Refer to Item 1A.“Risk Factors”for a discussion of these and our other risk factors.Federal,state,local and foreign governments and regulatory agencies continue to consider various opt
123、ions and measures tocontrol GHG emissions in response to climate change.We strive to comply with all applicable laws and regulations,carefullymonitor our energy usage and GHG emissions,and set company-wide and facility-specific goals to reduce our operationalimpacts.As part of our commitment to redu
124、ce our operational impact,we continue to focus on reducing energy consumptionand emissions in our factories and utilizing renewable energy sources.Goodyear has committed to using 100%renewableelectricity in all manufacturing facilities by 2030 and 100%renewable energy in all manufacturing facilities
125、 by 2040.We continue to focus on the resiliency of our supply chain by developing alternative,sustainable material sources andincreasing our use of sustainable materials that deliver product performance while meeting our high standards of quality andsafety.We also select suppliers that uphold fair w
126、orking conditions,use sustainable harvesting practices and share our values.Our technology teams work to investigate and incorporate new technologies and materials,including renewable and recycledmaterials,into our products.Sustainable materials refers to a bio-based(defined as material of biologica
127、l origin);renewable;or recycled(defined as material that has been reprocessed from recovered or reclaimed material);or one produced using orcontributing to other practices designed to promote resource conservation and/or emissions reductions,including ISCC PLUSmass-balance(defined as a certification
128、 verifying our capability to track the amount and sustainability characteristics of circularand/or bio-based material in the value chain and attribute it based on verifiable bookkeeping).In late 2023,we introduced the EcoReady,a commercially available consumer tire made with 70%sustainable materials
129、.Thistire is engineered with soybean oil to reduce petroleum-based oil,high-quality rice husk ash silica to help reduce waste goingto landfill and sustainably sourced natural rubber.Goodyear has a goal to introduce the industrys first 100%sustainablematerial tire by 2030.9INFORMATION ABOUT OUR EXECU
130、TIVE OFFICERSSet forth below are:(1)the names and ages of all executive officers of the Company at February 13,2024,(2)all positionswith the Company presently held by each such person,and(3)the positions held by,and principal areas of responsibility of,each such person during the last five years.Nam
131、ePosition(s)HeldAgeMark W.StewartChief Executive Officer and President56Mr.Stewart was named Chief Executive Officer and President on January 29,2024.He is the principal executive officer of theCompany.Mr.Stewart joined Goodyear from Stellantis N.V.,a leading global automaker and provider of innovat
132、ive mobilitysolutions,where he served as Chief Operating Officer of North America and a member of the Group Executive Council fromDecember 2018 to January 2024.Darren R.WellsExecutive Vice President and Chief Administrative Officer58Mr.Wells was named Executive Vice President and Chief Administrativ
133、e Officer on January 1,2023.Mr.Wells served asGoodyears Executive Vice President and Chief Financial Officer from September 2018 to December 31,2022.Mr.Wells hasannounced his retirement effective February 29,2024.Christina L.ZamarroExecutive Vice President and Chief Financial Officer52Ms.Zamarro was
134、 named Executive Vice President and Chief Financial Officer on January 1,2023.She is Goodyears principalfinancial officer.Ms.Zamarro joined Goodyear in 2007 and has served as Vice President,FP&A and Investor Relations(April2018 to April 2020)and Vice President,Finance and Treasurer(May 2020 to Decem
135、ber 31,2022).Stephen R.McClellanPresident,Americas58Mr.McClellan was named President,Americas in January 2016.He is the executive officer responsible for Goodyearsoperations in North,Central and South America.Mr.McClellan joined Goodyear in 1988.Mr.McClellan has announced hisretirement effective Apr
136、il 1,2024.Christopher R.DelaneyPresident,Europe,Middle East and Africa62Mr.Delaney was named President,Europe,Middle East and Africa in September 2017.He is the executive officer responsiblefor Goodyears operations in Europe,the Middle East and Africa.Mr.Delaney joined Goodyear in 2015.Nathaniel Mad
137、arangPresident,Asia Pacific53Mr.Madarang was named President,Asia Pacific in March 2021.He is the executive officer responsible for Goodyearsoperations in Asia,Australia,New Zealand and the Western Pacific.Mr.Madarang joined Goodyear in 2008 and has servedas Vice President,Finance,Asia Pacific(July
138、2018 to September 2019)and Managing Director,China(October 2019 toFebruary 2021).Laura P.DudaSenior Vice President and Chief Communications Officer54Ms.Duda was named Senior Vice President and Chief Communications Officer in January 2019.She is the executive officerresponsible for Goodyears communic
139、ations activities worldwide.Ms.Duda joined Goodyear in 2016.Christopher P.HelselSenior Vice President,Global Operations and Chief Technology Officer58Mr.Helsel was named Senior Vice President,Global Operations and Chief Technology Officer in March 2021.He is theexecutive officer responsible for Good
140、years global operations and research and development activities.Mr.Helsel joinedGoodyear in 1996 and has served as Vice President and Chief Technology Officer(September 2017 to February 2019)andSenior Vice President and Chief Technology Officer(February 2019 to February 2021).David E.PhillipsSenior
141、Vice President and General Counsel48Mr.Phillips was named Senior Vice President and General Counsel in June 2019.He is Goodyears chief legal officer.Mr.Phillips joined Goodyear in 2011 and has served as Associate General Counsel,Americas(September 2016 to June 2019).10NamePosition(s)HeldAgeGary S.Va
142、nderLindSenior Vice President and Chief Human Resources Officer61Mr.VanderLind was named Senior Vice President and Chief Human Resources Officer in February 2019.He is the executiveofficer responsible for Goodyears global human resources activities.Mr.VanderLind joined Goodyear in 1985 and has serve
143、das Vice President,Human Resources-Americas(September 2016 to January 2019).Margaret V.SnyderVice President and Controller39Ms.Snyder was named Vice President and Controller on March 31,2023.She is Goodyears principal accounting officer.Ms.Snyder joined Goodyear in 2020 and has served as Director,Co
144、rporate Accounting and Financial Reporting(April 2020 toNovember 2022)and Controller,Latin America(December 2022 to March 2023).Prior to joining Goodyear,Ms.Snyder wasSenior Manager,Accounting&Auditing,at Ernst&Young LLP from October 2015 to April 2020.No family relationship exists between any of th
145、e above executive officers or between the executive officers and any directorof the Company.Each executive officer is elected by the Board of Directors of the Company at its annual meeting to a term of one year or untilhis or her successor is duly elected.In those instances where the person is elect
146、ed at other than an annual meeting,such personsterm will expire at the next annual meeting.11ITEM 1A.RISK FACTORS.You should carefully consider the risks described below and other information contained in this Annual Report on Form 10-Kwhen considering an investment decision with respect to our secu
147、rities.Additional risks and uncertainties not presently knownto us,or that we currently deem immaterial,may also impair our business operations.Any of the events discussed in the riskfactors below may occur.If they do,our business,results of operations,financial condition or liquidity could be mater
148、iallyadversely affected.In such an instance,the trading price of our securities could decline,and you might lose all or part of yourinvestment.Risks Related to Strategic Initiatives and OperationsIf we do not successfully implement the Goodyear Forward plan and our other strategic initiatives,our op
149、erating results,financial condition and liquidity may be materially adversely affected.On November 15,2023,we announced a transformation plan,known as“Goodyear Forward,”that is intended to optimize ourportfolio,deliver significant margin expansion and reduce leverage in order to drive sustainable an
150、d substantial shareholdervalue creation.We believe that the Goodyear Forward plan has ambitious,but achievable,goals.However,the successfulimplementation of the Goodyear Forward plan may face material challenges,including the ability of management and ouremployees to focus on implementing the Goodye
151、ar Forward plan as well as attending to our ongoing business;retaining keymanagement and other employees;the possibility of faulty assumptions underlying the specific initiatives and goals includedwithin the Goodyear Forward plan and the associated costs of implementing the plan;as well as potential
152、 unknown orunforeseen challenges,expenses or delays in implementing the Goodyear Forward plan.As a result,we cannot assure you thatwe will be able to successfully implement the cost reduction or top line actions in the Goodyear Forward plan or to realize orsustain the anticipated run-rate benefits w
153、ithin the time frames set out in the Goodyear Forward plan or at all.In addition,our ability to successfully market and sell our chemical business,the Dunlop brand and our OTR tire business issubject to prevailing general and industry-specific economic conditions and certain financial,business and o
154、ther factors beyondour control.We cannot assure you that we will be able to sell these assets or operations within the time frames set out in theGoodyear Forward plan or at all or,even if we were able to take such actions,that we could do so at prices and on terms thatare acceptable to us.If we are
155、unable to successfully implement the actions set forth in the Goodyear Forward plan or other strategic initiatives,wemay not be able to improve our operating results,including our operating margin,generate additional cash flow,or reduce ourdebt levels and leverage.We believe that our manufacturing f
156、ootprint is less cost-competitive than that of our principal competitors.To begin to addressthis competitive disadvantage,we are closing several high-cost manufacturing facilities and curtailing production of tires fordeclining,less profitable segments of the tire market.We are also undertaking sign
157、ificant capital investments in building,expanding and modernizing certain manufacturing facilities around the world to strengthen the competitiveness of ourmanufacturing footprint and increase production of premium,large-rim diameter consumer tires.In addition,plant closures,construction and moderni
158、zation may temporarily disrupt our manufacturing operations and lead to temporary increases in ourcosts.The failure to implement successfully this or our other important strategic initiatives may materially adversely affect ouroperating results,financial condition and liquidity.We are pursuing other
159、 important strategic initiatives,such as our innovation excellence,sales and marketing excellence andoperational excellence initiatives.Our innovation excellence initiatives are designed to create leading technologies,productsand services that anticipate the mobility and sustainability needs of cons
160、umers and fleets.Our sales and marketing excellenceinitiatives are intended to capture the value of our brands and grow our market share,helping our customers win in their marketsandensuringwearethepreferredchoiceofconsumers.Ouroperationalexcellenceinitiativesareaimedatimprovingoursafety,quality and
161、 efficiency and creating an advantaged supply chain that delivers the right tire,to the right place,at the right time,at the right cost.If we fail to execute these initiatives successfully or if the assumptions used in developing the initiatives varysignificantly from actual conditions,we may fail t
162、o achieve our financial goals.Our performance is also dependent on our ability to improve the volume and mix of higher margin tires we sell in our targetedmarket segments.In order to do so,we must be successful in developing,producing,marketing and selling products thatconsumers desire and that offe
163、r higher margins to us.Shifts in consumer demand away from higher margin tires couldmaterially adversely affect our business.We have been capacity constrained from time to time with respect to the productionof certain higher margin tires,particularly in the United States.When faced with these constr
164、aints,we try to alleviate them byutilizing our global manufacturing footprint to meet the demand for our tires and by adding manufacturing capacity.However,12in spite of these initiatives,we may not be able to meet all of the demand for certain of our higher margin tires,which couldharm our competit
165、ive position and limit our growth.We cannot assure you that our strategic initiatives will be successful.If not,we may not be able to achieve or sustain futureprofitability,which would impair our ability to meet our debt and other obligations and would otherwise negatively affect ouroperating result
166、s,financial condition and liquidity.We face significant global competition and our market share could decline.New tires are sold under highly competitive conditions throughout the world.We compete with other tire manufacturers on thebasis of product design,performance,price and terms,reputation,warr
167、anty terms,customer service and consumer convenience.On a worldwide basis,we have two major competitors,Bridgestone(based in Japan)and Michelin(based in France),that havelarge shares of the markets of the countries in which they are based and are aggressively seeking to maintain or improve theirworl
168、dwide market share.Other significant competitors include Continental,Hankook,Kumho,Nexen,Pirelli,Sumitomo,Toyo,Yokohama and various regional tire manufacturers.Our competitors produce significant numbers of tires in low-costcountries,and have announced plans to further increase their production capa
169、city in countries around the globe.Increasingly,our competitors are making decisions on where to produce tires based not only on production cost,but in combination withtotal delivery cost,supply chain reliability and sustainability considerations.These increases in production capacity may resultin e
170、ven greater competition in the United States and elsewhere.Our ability to compete successfully will depend,in significant part,on our ability to continue to innovate and manufacture thetypes of tires demanded by consumers,and to reduce costs by such means as reducing excess and high-cost capacity,le
171、veragingglobal purchasing,improving productivity,eliminating redundancies and increasing production at low-cost supply sources.Ifwe are unable to compete successfully,our market share may decline,materially adversely affecting our results of operationsand financial condition.In addition,the automoti
172、ve industry may experience significant changes due to the introduction of new technologies,such aselectric and autonomous vehicles,or new services,business models or methods of travel,such as ride sharing.As theautomotive industry evolves,we may need to provide a wider range of products and services
173、 to remain competitive,includingproducts that we do not currently have the capability to manufacture or services that we do not currently offer.The demand forour products may also decline if automotive production declines and/or total vehicle miles traveled declines,including as aresult of increasin
174、g fuel costs.If we do not accurately predict,prepare for and respond to market developments,technologicalinnovationsandchangingcustomerandconsumerneedsandpreferences,ourresultsofoperationsandfinancialconditioncouldbe materially adversely affected.Our capital expenditures may not be adequate to maint
175、ain our competitive position and may not be implemented in a timelyor cost-effective manner.Our capital expenditures are limited by our liquidity and capital resources and by the need to pay our other expenses and tomaintain adequate cash reserves and borrowing capacity to meet unexpected demands th
176、at may arise.We believe that our ratioof capital expenditures to sales is lower than the comparable ratio for our principal competitors.Productivity improvements and manufacturing cost improvements may be required to offset potential increases in labor andraw material costs,including inflationary in
177、creases,and competitive price pressures.In addition,as part of our strategy toreduce high-cost and excess manufacturing capacity and to increase our capacity to produce higher margin tires,we may needto modernize or expand our facilities.We may also need to make additional capital expenditures in or
178、der to achieve our globalclimate ambition and related goals.We are currently undertaking significant construction,expansion and modernizationprojects globally.We may not have sufficient resources to implement planned capital expenditures with minimal disruption to our existingmanufacturing operation
179、s,or within desired time frames and budgets.Any disruption to our operations,delay in implementingcapital improvements or unexpected costs may materially adversely affect our business and results of operations.If we are unable to make sufficient capital expenditures,or to maximize the efficiency of
180、the capital expenditures we do make,we may be unable to achieve productivity improvements,which may harm our competitive position,to manufacture theproducts necessary to compete successfully in our targeted market segments,or to achieve our global climate ambition andrelated goals.In addition,plant
181、construction and modernization may temporarily disrupt our manufacturing operations and leadto temporary increases in our costs.13A prolonged economic downturn or economic uncertainty could adversely affect our business and results of operations.Deterioration of global or regional economic condition
182、s,including recession,financial instability,inflation,labor shortages orenergy availability and costs(including fuel surcharges),could negatively impact our business and our results of operations.Aprolonged economic downturn can adversely affect OE production levels and consumer spending habits on r
183、eplacement tires,resulting in lower-than-expected net sales.Inflation,which has risen significantly,has and may continue to increase ouroperational costs,including labor,transportation and energy costs,and continued increases in interest rates in response toconcerns about inflation may have the effe
184、ct of further increasing economic uncertainty or creating recessionary economicconditions.As a result,instability and weakness of the U.S.and global economies,including due to recession,inflation,highunemployment,disruptions to financial markets,geopolitical events and public health crises,and the c
185、orresponding negativeeffects on consumer spending,may materially negatively affect our business and results of operations,including impairmentcharges relating to goodwill,intangible assets,investments and other long-lived assets.Raw material,energy and transportation costs may materially adversely a
186、ffect our operating results and financial condition.Raw material,energy and transportation costs can be volatile.Inflationary cost pressures,among other factors,may causeincreases in the prices of natural and synthetic rubber,carbon black and petrochemical-based commodities.Market conditions,includi
187、ng actions by competitors,or contractual obligations may prevent us from passing any such increased costs on to ourcustomers through timely price increases.Additionally,increased demand for consumer products and supply chain disruptionsas a result of global events,including disruptions to transporta
188、tion routes,port congestion and container shortages,has led toinflationary cost pressures on transportation.Higher raw material,energy and transportation costs around the world may offsetour efforts to reduce our cost structure.High demand for and/or limited availability of raw materials and other e
189、nergy sourcescould result in declining margins and operating results and adversely affect our financial condition.The volatility of rawmaterial costs may cause our margins,operating results and liquidity to fluctuate.In addition,lower raw material costs mayput downward pressure on the price of tires
190、,which could ultimately reduce our margins and adversely affect our results ofoperations.If the Company is unable to obtain adequate sources of raw materials,energy or transportation,its operations couldbe interrupted.In addition,fluctuations in the price of gasoline for consumers can affect driving
191、 and purchasing habits andimpact demand for tires.If we fail to extend or renegotiate significant collective bargaining contracts with our labor unions as they expire from timeto time,or if our unionized employees were to engage in a strike or other work stoppage or interruption,our business,results
192、of operations,financial condition and liquidity could be materially adversely affected.We are a party to collective bargaining contracts with our labor unions,which represent a significant number of our employees,including our collective bargaining agreements with the USW.Our primary collective barg
193、aining agreement with the USW,which covers approximately 5,300 of our associates in the United States at December 31,2023,expires in July 2026.Approximately 2,200 of our associates at our Texarkana and Findlay plants in the United States at December 31,2023 arecovered by separate collective bargaini
194、ng agreements with the USW,which expire in June 2024.In addition,approximately20,000 of our associates outside of the United States are covered by union contracts that have expired or are expiring in 2024,primarily in Luxembourg,Poland,Brazil,Mexico,China,Slovenia,Turkey,India and Serbia.Although we
195、 believe that ourrelationswithourassociatesaresatisfactory,noassurancecanbegiventhatwewillbeabletosuccessfullyextendorrenegotiateour collective bargaining agreements as they expire from time to time.If we fail to extend or renegotiate our collectivebargaining agreements,if disputes with our unions a
196、rise,or if our unionized workers engage in a strike or other work stoppageor interruption,we could experience a significant disruption of,or inefficiencies in,our operations or incur higher labor costs,which could have a material adverse effect on our business,results of operations,financial conditi
197、on and liquidity.Our international operations have certain risks that may materially adversely affect our operating results,financialcondition and liquidity.We have manufacturing and distribution facilities throughout the world.Our international operations are subject to certaininherent risks,includ
198、ing:exposure to local economic conditions;adverse foreign currency fluctuations;adverse currency exchange controls;withholding taxes and restrictions on the withdrawal of foreign investment and earnings;tax policies and regulations;14labor regulations;tariffs;government price and profit margin contr
199、ols;expropriations of property;adverse changes in the diplomatic relations of foreign countries with the United States;the potential instability of foreign governments;hostility from local populations and insurrections or armed conflicts;risks of renegotiation or modification of existing agreements
200、with governmental authorities;export and import restrictions;andother changes in laws or government policies.The likelihood of such occurrences and their potential effect on us vary from country to country and are unpredictable.Certainregions,including Latin America,Asia,Eastern Europe,the Middle Ea
201、st and Africa,are inherently more economically andpolitically volatile and,as a result,our business units that operate in these regions could be subject to significant fluctuationsin sales and operating income from quarter to quarter.Because a significant percentage of our operating income in recent
202、 yearshas come from these regions,adverse fluctuations in the operating results in these regions could have a significant impact onour results of operations in future periods.In addition,compliance with complex foreign and U.S.laws and regulations that apply to our international operations increases
203、our cost of doing business in international jurisdictions.These numerous and sometimes conflicting laws and regulationsinclude import and export laws,anti-competition laws,anti-corruption laws,such as the U.S.Foreign Corrupt Practices Act,the U.K.Bribery Act and other local laws prohibiting corrupt
204、payments to governmental officials,data privacy laws such asthe GDPR,labor laws,tax laws,and accounting,internal control and disclosure requirements.Violations of these laws andregulationscouldresultincivilandcriminalfines,penaltiesandsanctionsagainstus,ourofficersorouremployees,prohibitionson the c
205、onduct of our business and on our ability to offer our products and services in one or more countries,and could alsomaterially affect our reputation,business and results of operations.In certain foreign jurisdictions,there is a higher risk of fraudor corruption and greater difficulty in maintaining
206、effective internal controls and compliance programs.Although we haveimplemented policies and procedures designed to promote compliance with applicable laws and regulations,there can be noassurance that our employees,contractors or agents will not violate our policies or applicable laws and regulatio
207、ns.Russias invasion of Ukraine and the resulting government sanctions could result in significant macroeconomicconsequences,including increased inflationary pressures,market volatility,economic restrictions and business disruptions,which could negatively impact our business,financial condition and r
208、esults of operations.We suspended all shipments of tires to Russia during the first quarter of 2022 and discontinued our Russian operations inJanuary 2023.The war between Russia and Ukraine has not had and is not expected to have a direct material impact on ourfinancial results.Nonetheless,the ongoi
209、ng conflict has aggravated already challenging macroeconomic trends,including globalsupply chain disruptions,higher costs for certain raw materials and higher energy and transportation costs.The conflict has ledto increases in the cost of energy and the potential for energy shortages,especially in E
210、urope.We have taken steps to offset theincreased cost,but we cannot predict the degree to or the time period over which energy costs will increase.In response to Russias invasion in Ukraine,a number of countries,including the United States,the United Kingdom andmembers of the European Union,have imp
211、lemented economic sanctions on Russia and certain Russian enterprises andindividuals.The conflict could result in further sanctions and embargoes,regional instability and potential retaliatory action bythe Russian government,including cyber-attacks.While we continue to take actions to ensure the saf
212、ety of our associates andthe continuity of our business operations,the extent of the conflicts impact on the global economy cannot be predicted,particularly if the conflict were to intensify or expand.Financial difficulties,work stoppages,supply disruptions or economic conditions affecting our major
213、 customers,dealers orsuppliers could harm our business.Automotive vehicle production and global tire industry demand continues to be difficult to predict.Although sales to our OEcustomers accounted for approximately 17%of our net sales in 2023,demand for our products by OE customers and productionle
214、vels at our facilities are impacted by automotive vehicle production.Automotive production and sales are highly cyclical and15sensitive to general economic conditions and other factors,such as credit availability,interest rates,fuel prices,and consumerpreference and confidence.Economic declines that
215、 result in a significant reduction in automotive production would have anadverse effect on our sales to OE customers.We may experience future declines in sales volume due to declines in new vehicleproduction and sales,the performance,discontinuation or sale of certain OE brands,platforms or programs
216、,increasedcompetition,or weakness in the demand for replacement tires,which could result in us incurring under-absorbed fixed costs atour production facilities or slowing the rate at which we are able to recover those costs.At various times,some regions aroundthe world may be more particularly impac
217、ted by these factors than other regions.Automotive production can also be affected by labor relation issues or shortages,financial difficulties or supply disruptions.Our OE customers could experience production disruptions resulting from their own or supplier labor,financial or supplydifficulties.Su
218、ch events may cause an OE customer to reduce or suspend vehicle production.Other customers,such as dealers,retailersordistributors,mayexperiencesimilardisruptionstotheiroperations.Asaresult,acustomercouldhaltorsignificantlyreduce purchases of our products,which would harm our results of operations,f
219、inancial condition and liquidity.We cannotpredict when customers will decide to increase or decrease inventory levels or whether new inventory levels will approximatehistorical inventory levels.Uncertainty and other unexpected fluctuations could have a material adverse effect on our businessand fina
220、ncial condition.Our suppliers could also experience production disruptions due to labor,financial,supply or transportation difficulties,or newenvironmental laws or stricter enforcement of existing environmental laws.Any such production disruptions may result in theunexpected closure of our suppliers
221、 facilities or increases in the cost of our raw materials,which would adversely affect ourresults of operations and financial condition.In addition,the bankruptcy,restructuring or consolidation of one or more of our major customers,dealers or suppliers couldresult in the write-off of accounts receiv
222、able,a reduction in purchases of our products or a supply disruption to our facilities,which could negatively affect our results of operations,financial condition and liquidity.If we are unable to attract and retain key personnel our business could be materially adversely affected.Our business subst
223、antially depends on the continued service of key members of our management.The loss of the services of asignificant number of members of our management could have a material adverse effect on our business.Our future successwill also depend on our ability to attract and retain highly skilled personne
224、l,such as engineering,marketing and seniormanagement professionals.Competition for these employees is intense,and we could experience difficulty from time to timein hiring and retaining the personnel necessary to support our business.Our ability to attract and retain employees may also behampered by
225、 downturns in the automotive and tire industries,which could result in reduced payments under our incentivecompensation plans,as well as by greater competition due to the increase in use of remote working environments.If we do notsucceed in retaining our current employees and attracting new high qua
226、lity employees,our business could be materiallyadversely affected.Increasing competition for highly skilled and talented workers,as well as labor shortages,could adversely affect ourbusiness.A number of factors may adversely affect the labor force available to us or increase labor costs,including hi
227、gh employmentlevels and government regulations.Although we have not experienced any material labor shortages to date,we have observedan increasingly competitive labor market.The increasing competition for highly skilled and talented employees has resulted,and could in the future result,in higher com
228、pensation costs and could result in difficulties in maintaining a capable workforce.If we are unable to hire and retain employees capable of performing at a high-level,or if mitigation measures we may take torespond to a decrease in labor availability,such as overtime and third-party outsourcing,hav
229、e unintended negative effects,ourbusiness could be adversely affected.A sustained labor shortage,lack of skilled labor,increased turnover or labor cost inflationas a result of general macroeconomic factors could lead to increased costs,such as increased overtime to meet demand andincreased wage rate
230、s to attract and retain employees,which could negatively affect our ability to efficiently operate ourmanufacturing and distribution facilities and overall business and have other adverse effects on our results of operations andfinancial condition.We have substantial fixed costs and,as a result,our
231、operating income fluctuates disproportionately with changes in our netsales.We operate with significant operating and financial leverage.Significant portions of our manufacturing,selling,administrativeand general expenses are fixed costs that neither increase nor decrease proportionately with sales.
232、In addition,a significantportion of our interest expense is fixed.There can be no assurance that we would be able to reduce our fixed costsproportionately in response to a decline in our net sales and therefore our competitiveness could be significantly impacted.Asa result,a decline in our net sales
233、 could result in a higher percentage decline in our income from operations and net income.16Environmental 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.O
234、ur manufacturing and distribution facilities are subject to numerous federal,state,local and foreign laws and regulationsdesigned to protect the environment,including increased government regulations to limit carbon dioxide and other greenhousegas emissions as a result of concern over climate change
235、,and we expect that additional requirements with respect toenvironmental matters,including reporting requirements,will be imposed on us in the future.In addition,we have contractualindemnification obligations for environmental remediation costs and liabilities that may arise relating to certain dive
236、stedoperations.There is also growing concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impacton global temperatures,weather patterns,and the frequency and severity of extreme weather and natural disasters.In the eventthat issues related to such climate chan
237、ge have a negative effect on our business,we may be subjected to decreased availabilityor less favorable pricing for certain raw materials,including natural rubber.Natural disasters and extreme weather conditionsmay also disrupt the productivity of our facilities,our supply chain or the operations o
238、f our customers.If the frequency orseverity of extreme weather and natural disasters increases over time,we may experience a greater number of losses at certainof our facilities.Such losses could lead to an increase in the deductibles or cost of insurance for those facilities,a reduction ofinsurance
239、 available to us,or the unavailability of insurance on terms that are acceptable to us.Ourmanufacturingfacilitiesmaybecomesubjecttofurtherlimitationsontheemissionofgreenhousegasesduetopublicpolicyconcernsregardingclimatechangeissuesorotherenvironmentalorhealthandsafetyconcerns.Whiletheformofanyaddit
240、ionalregulations cannot be predicted,a“cap-and-trade”system similar to the one adopted in the European Union could be adoptedin the United States.Any such“cap-and-trade”system(including the system currently in place in the European Union)or otherlimitations imposed on the emission of greenhouse gase
241、s could require us to increase our capital expenditures,use our cash toacquire emission credits or restructure our manufacturing operations,which could have a material adverse effect on ouroperating results,financial condition and liquidity.Material future expenditures may be necessary if compliance
242、 standards change,if material unknown conditions that requireremediation are discovered,or if required remediation of known conditions becomes more extensive than expected.If we failto comply with present and future environmental laws and regulations,we could be subject to future liabilities or the
243、suspensionof production,which could harm our business or results of operations.Environmental laws could also restrict our ability toexpand our facilities or could require us to acquire costly equipment or to incur other significant expenses in connection withour manufacturing processes.Risks Related
244、 to Our Capital StructureOur long-term ability to meet our obligations,to repay maturing indebtedness or to implement strategic initiatives may bedependent on our ability to access capital markets in the future and to improve our operating results.The adequacy of our liquidity depends on our ability
245、 to achieve an appropriate combination of operating improvements,financing from third parties and access to capital markets.We may need to undertake additional financing actions in the capitalmarkets in order to ensure that our future liquidity requirements are addressed or to implement strategic in
246、itiatives.Theseactions may include the issuance of additional debt or equity,or the factoring of our accounts receivable.Our access to the capital markets cannot be assured and is dependent on,among other things,the ability and willingness offinancial institutions to extend credit on terms that are
247、acceptable to us or our suppliers,or to honor future draws on our existinglines of credit,and the degree of success we have in implementing our strategic initiatives.We have continued our use ofsupplier financing programs and the factoring of our accounts receivable in order to improve our working c
248、apital efficiencyand reduce our costs.If these programs become unavailable or less attractive to us or our suppliers,our liquidity could beadversely affected.Future liquidity requirements,or our inability to access cash deposits or make draws on our lines of credit,also may make itnecessary for us t
249、o incur additional debt.A substantial portion of our assets is subject to liens securing our indebtedness.As aresult,we are limited in our ability to pledge our remaining assets as security for additional secured indebtedness.Our inability to access the capital markets or incur additional debt in th
250、e future could have a material adverse effect on ourliquidity and operations,and could require us to consider further measures,including deferring planned capital expenditures,reducing discretionary spending,selling additional assets and restructuring existing debt.17We have a substantial amount of
251、debt,which could restrict our growth,place us at a competitive disadvantage or otherwisematerially adversely affect our financial health.We have a substantial amount of debt.As of December 31,2023,our debt(including finance leases)on a consolidated basiswas approximately$7.6 billion.Our substantial
252、amount of debt and other obligations could have important consequences.Forexample,it could:make it more difficult for us to satisfy our obligations;impair our ability to obtain financing in the future for working capital,capital expenditures,research and development,acquisitions or general corporate
253、 requirements;increase our vulnerability to adverse economic and industry conditions;limit our ability to use cash flows from operating activities in other areas of our business or to return cash toshareholders because we would need to dedicate a substantial portion of these funds for payments on ou
254、r indebtedness;limit our flexibility in planning for,or reacting to,changes in our business and the industry in which we operate;andplace us at a competitive disadvantage compared to our competitors.The agreements governing our debt,including our credit agreements,limit,but do not prohibit,us from i
255、ncurring additionaldebt and we may incur a significant amount of additional debt in the future,including additional secured debt.If new debt isadded to our current debt levels,our ability to satisfy our debt obligations may become more limited.Our ability to make scheduled payments on,or to refinanc
256、e,our debt and other obligations will depend on our financial andoperating performance,which,in turn,is subject to our ability to implement our strategic initiatives,prevailing economicconditions and certain financial,business and other factors beyond our control.If our cash flow and capital resourc
257、es areinsufficient to fund our debt service and other obligations,we may be forced to reduce or delay expansion plans and capitalexpenditures,sell material assets or operations,obtain additional capital or restructure our debt.We cannot assure you that ouroperating performance,cash flow and capital
258、resources will be sufficient to pay our debt obligations when they become due.We cannot assure you that we would be able to dispose of material assets or operations,obtain additional capital or restructureour debt or other obligations if necessary or,even if we were able to take such actions,that we
259、 could do so on terms that areacceptable to us.Any failure to be in compliance with any material provision or covenant of our debt instruments,or a material reduction inthe borrowing base under our revolving credit facility,could have a material adverse effect on our liquidity and operations.The agr
260、eements governing our secured credit facilities,senior unsecured notes and our other outstanding indebtedness imposesignificant operating and financial restrictions on us.These restrictions may affect our ability to operate our business orimplement strategic initiatives,such as the Goodyear Forward
261、plan,and may limit our ability to take advantage of potentialbusiness opportunities as they arise.These restrictions limit our ability to,among other things:incur additional debt or issue redeemable preferred stock;pay dividends,repurchase shares or make certain other restricted payments or investme
262、nts;incur liens;sell assets;incur restrictions on the ability of our subsidiaries to pay dividends or to make other payments to us;enter into affiliate transactions;engage in sale/leaseback transactions;andengage in certain mergers or consolidations or transfers of substantially all of our assets.Ce
263、rtain of the strategic alternatives that we may pursue for our chemical business,the Dunlop brand or our OTR tire businessmay,depending on the terms of any particular transaction,require a waiver or an amendment of our credit facilities.We cannotassure you that we will be able to obtain waivers from
264、 our lenders or amend the relevant covenants in our credit facilities.Availability under our first lien revolving credit facility is subject to a borrowing base,which is based on eligible accountsreceivable and inventory,the value of our principal trademarks,the value of eligible machinery and equip
265、ment,and certaincash in an amount not to exceed$275 million.To the extent that our eligible accounts receivable and inventory and othercomponents of the borrowing base decline in value,our borrowing base will decrease and the availability under that facility18may decrease below its stated amount.In
266、addition,if at any time the amount of outstanding borrowings and letters of creditunder that facility exceeds the borrowing base,we are required to prepay borrowings and/or cash collateralize letters of creditsufficient to eliminate the excess.Our ability to comply with these covenants or to maintai
267、n our borrowing base may be affected by events beyond our control,including deteriorating economic conditions,and these events could require us to seek waivers or amendments of covenants oralternative sources of financing or to reduce expenditures.We cannot assure you that such waivers,amendments or
268、 alternativefinancing could be obtained,or if obtained,would be on terms acceptable to us.A breach of any of the covenants or restrictions contained in any of our existing or future financing agreements,including thefinancial covenants in our secured credit facilities,could result in an event of def
269、ault under those agreements.Such a defaultcould allow the lenders under our financing agreements,if the agreements so provide,to discontinue lending,to accelerate therelated debt as well as any other debt to which a cross-acceleration or cross-default provision applies,and/or to declare allborrowing
270、s outstanding thereunder to be due and payable.In addition,the lenders could terminate any commitments they haveto provide us with further funds.If any of these events occur,we cannot assure you that we will have sufficient funds availableto pay in full the total amount of obligations that become du
271、e as a result of any such acceleration,or that we will be able to findadditional or alternative financing to refinance any such accelerated obligations.Even if we obtain additional or alternativefinancing,we cannot assure you that it would be on terms that would be acceptable to us.We cannot assure
272、you that we will be able to remain in compliance with the covenants to which we are subject in the futureand,if we fail to do so,that we will be able to obtain waivers from our lenders or amend the covenants.Our variable rate indebtedness subjects us to interest rate risk,which could cause our debt
273、service obligations to increasesignificantly.Certain of our borrowings are at variable rates of interest and expose us to interest rate risk.If interest rates increase,our debtservice obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same,which
274、 would require us to use more of our available cash to service our indebtedness.There can also be no assurance that wewill be able to enter into swap agreements or other hedging arrangements in the future if we desire to do so,or that any existingor future hedging arrangements will offset increases
275、in interest rates.As of December 31,2023,we had approximately$1.5billion of variable rate debt outstanding.Risks Related to Information Technology and Intellectual PropertyWe may be adversely affected by any disruption in,or failure of,our information technology systems.We rely upon the capacity,rel
276、iability and security of our information technology(IT)systems across all of our major businessfunctions,including our research and development,manufacturing,retail,financial and administrative functions.We also facethe challenge of supporting our older systems and implementing upgrades when necessa
277、ry.Our security measures are focusedon the prevention,detection and remediation of damage from computer viruses,unauthorized access,cyber-attack,naturaldisasters and other similar disruptions.We may incur significant costs in order to implement the security measures that we feelare necessary to prot
278、ect our IT systems.However,our IT systems may remain vulnerable to damage despite our implementationof security measures that we deem to be appropriate.In addition,we are also dependent on third parties to provide importantIT services relating to,among other things,human resources,electronic communi
279、cations and certain finance functions.We collect and store sensitive data,including intellectual property,proprietary business information and the proprietarybusiness information of our customers and suppliers,as well as personally identifiable information of our customers andassociates,in data cent
280、ers and on IT networks.Additionally,wearesubjecttoprivacy,dataprotection,andinformationsecuritylawsandregulations(“DataProtectionLaws”)in the United States and in jurisdictions around the globe that restrict the use,disclosure,transfer and processing of personaldata.For example,we are subject to the
281、 GDPR,the California Consumer Privacy Act(“CCPA”),and the Brazilian Lei Geralde Proteo de Dados.Costs to comply with these Data Protection Laws are significant and the failure to comply with theselaws could result in material legal exposure and business impact.The GDPR,for example,imposes onerous ac
282、countabilityobligations on companies,with penalties for non-compliance of up to the greater of 20 million or four percent of annual globalrevenue.The GDPR,and other Data Protection Laws,also grant corrective powers to supervisory authorities,including theability to impose a limit on processing perso
283、nal data or to order companies to cease operations.The Data Protection Laws are part of an evolving global data protection landscape in which the number,complexity,requirementsandconsequencesofnon-compliancewiththeselawsareincreasing.Thislandscapeincludeslegislativeproposalsrecently adopted or curre
284、ntly pending in the United States,at both the federal and state levels,as well as in other jurisdictions,19implementing new or additional requirements for data protection that could further increase compliance costs,the cost andcomplexity of delivering our products and services,and significantly aff
285、ect our business.Any system failure,accident or security breach involving our or our third partys IT systems could result in disruptions to ouroperations.A breach in the security of our IT systems could include the theft of our intellectual property or trade secrets,negatively impact our manufacturi
286、ng or retail operations,or result in the compromise of personal information of our employees,customers or suppliers.While we have,from time to time,experienced system failures,accidents and security and privacybreaches involving our IT systems,these incidents have not had a material impact on our op
287、erations,and we are not aware ofany resulting theft,loss or disclosure of,or damage to,material data or confidential information.To the extent that any systemfailure,accident or security or privacy breach results in material disruptions to our operations or the theft,loss or disclosure of,or damage
288、to,material data or confidential information,our reputation,business,results of operations and financial conditioncould be materially adversely affected.We may not be able to protect our intellectual property rights adequately.Our success depends in part upon our ability to use and protect our propr
289、ietary technology and other intellectual property,which generally covers various aspects of the design and manufacture of our products and processes.We own and usetradenames and trademarks worldwide.We rely upon a combination of trade secrets,confidentiality policies,nondisclosureand other contractu
290、al arrangements and patent,copyright and trademark laws to protect our intellectual property rights.Thesteps we take in this regard may not be adequate to protect our intellectual property or to prevent or deter challenges orinfringement or other violations of our intellectual property,and we may no
291、t be able to detect unauthorized use or takeappropriate and timely steps to enforce our intellectual property rights.In addition,the laws of some countries may not protect and enforce our intellectual property rights to the same extent as thelaws of the U.S.Further,while we believe we have rights to
292、 use all of the intellectual property we use,if we are found toinfringe on the rights of others,we could be adversely impacted.Damage to our brand and reputation could have an adverse effect on our business.Our well-known and trusted brand names are a key competitive advantage.We believe that our fu
293、ture success depends,in part,on preserving,enhancing,and leveraging the value of our brands and executing our brand strategies,which are designed todrive end-user demand for our products.A decline in the reputation of one or more of our brands as a result of deficiencies ordefects in the design or m
294、anufacture of our products,or from legal proceedings,product recalls or warranty claims resultingfrom such deficiencies or defects,may harm our reputation,reduce demand for our products and adversely affect our business.Risks Related to Litigation,Laws and RegulationsWe could be negatively impacted
295、by changes in tariffs,trade agreements or other trade restrictions on imported tires,rawmaterials and other goods or equipment.The imposition of new tariffs,changes in existing tariff rates,changes in or the repeal of trade agreements or other traderestrictions may reduce our flexibility to utilize
296、our global manufacturing footprint to meet demand for our tires around theworld.In addition,the imposition of tariffs in the United States may result in the tires subject to such tariffs being diverted toother regions of the world,such as Europe,Latin America or Asia,or in retaliatory tariffs or oth
297、er actions by affected countries.Broad-basedtariffsandothertraderestrictionscouldalsoincreasecostsforoursupplierswhomayincreasepricestous.Finally,tariffs and other trade restrictions may weaken the economies of key markets for us,such as China,resulting in lower economicgrowth rates and weakened dem
298、and for our products and services.These factors,individually or together,could materiallyadversely affect our results of operations,financial condition and liquidity.We may incur significant costs in connection with our contingent liabilities and tax matters.We have significant reserves for continge
299、nt liabilities and tax matters.The major categories of our contingent liabilities includeworkers compensation and other employment-related claims,product liability and other tort claims,including asbestos claims,and environmental matters.Our recorded liabilities and estimates of reasonably possible
300、losses for our contingent liabilities arebased on our assessment of potential liability using the information available to us at the time and,where applicable,any pastexperience and recent and current trends with respect to similar matters.Our contingent liabilities are subject to inherentuncertaint
301、ies,and unfavorable judicial or administrative decisions could occur that we did not anticipate.Such an unfavorabledecision could include monetary damages,fines or other penalties or an injunction prohibiting us from taking certain actionsor selling certain products.If such an unfavorable decision w
302、ere to occur,it could result in a material adverse impact on ourfinancial position and results of operations in the period in which the decision occurs,or in future periods.20The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations,incl
303、udingwith respect to transfer pricing.While we apply consistent transfer pricing policies and practices globally,support transferpricesthrougheconomicstudies,seekadvancepricingagreementsandjointauditstotheextentpossibleandbelieveourtransferprices to be appropriate,such transfer prices,and related in
304、terpretations of tax laws,are occasionally challenged by varioustaxing authorities globally.We have received various tax assessments challenging our interpretations of applicable tax laws invarious jurisdictions.Although we believe we have complied with applicable tax laws,have strong positions and
305、defenses andhave historically been successful in defending such claims,our results of operations could be materially adversely affected inthe case we are unsuccessful in the defense of existing or future claims.If we wish to appeal any future adverse judgment in any of these proceedings,we may be re
306、quired to post an appeal bond withthe relevant court.If we were subject to a significant adverse judgment or experienced an interruption or reduction in theavailability of bonding capacity,we may be required to provide letters of credit or post cash collateral,which may have amaterial adverse effect
307、 on our liquidity.We have significant deferred tax assets.We must generate sufficient earnings of the appropriate character in order to utilizeour deferred tax assets.If our earnings remain flat or decline over an extended period of time,we may not be able to utilize ourdeferred tax assets and we ma
308、y need to record a valuation allowance against them that could materially adversely affect ourresults of operations in the period in which the valuation allowance is recorded.For further information regarding our contingent liabilities and tax matters,refer to Notes to the Consolidated FinancialStat
309、ements No.20,Commitments and Contingent Liabilities,and No.7,Income Taxes.For further information regarding ouraccounting policies with respect to certain of our contingent liabilities and uncertain income tax positions,refer to“Item 7.Managements Discussion and Analysis of Financial Condition and R
310、esults of Operations Critical Accounting Policies.”We are subject to extensive government regulations that may materially adversely affect our operating results.We are subject to regulation by the Department of Transportation through NHTSA,which has established various standardsand regulations appli
311、cable to tires sold in the United States and tires sold in a foreign country that are identical or substantiallysimilar to tires sold in the United States.NHTSA has the authority to order the recall of automotive products,including tires,having safety-related defects or that do not comply with a mot
312、or vehicle safety standard,and,in some cases,to assess penalties.The TREAD Act imposes numerous requirements with respect to the early warning reporting of warranty claims,propertydamage claims,and bodily injury and fatality claims and also requires tire manufacturers,among other things,to comply wi
313、threvised and more rigorous tire testing standards.Compliance with the TREAD Act regulations has increased the cost ofproducing and distributing tires in the United States.We have been subject to recalls in the past and it is possible that a recallof our tires,including under the TREAD Act or in oth
314、er countries under similar regulations,could occur in the future.Asubstantial recall or related penalties could have a material adverse effect on our reputation,operating results and financialcondition.Inaddition,pursuanttotheEnergyIndependenceandSecurityActof2007,NHTSAmayestablishanationaltirefuele
315、fficiencyconsumer information program.If a related rule-making process is completed,certain tires sold in the United States would berequired to be rated for rolling resistance,traction and tread wear.While the federal law preempts state tire fuel efficiency lawsadopted after January 1,2006,we may be
316、come subject to additional tire fuel efficiency legislation,either in the United Statesor other countries.Our European operations are subject to regulation by the European Union.Two regulations,the Tire Safety Regulation and theTire Labeling Regulation,applicable to tires sold in the European Union
317、have been adopted.The Tire Safety Regulation setsperformance standards that tires for cars and light and commercial trucks need to meet for rolling resistance,wet grip braking(passenger car tires only)and noise in order to be sold in the European Union.The Tire Labeling Regulation applies to allpass
318、enger car,light truck and commercial truck tires and requires that consumers be informed about the tires fuel efficiency,wet grip and noise characteristics.Other countries,such as Brazil,have also adopted tire labeling regulations,and additionalcountries may also introduce similar regulations in the
319、 future.Tires produced or sold in Europe also have to comply with various other standards,including environmental laws such asREACH(Registration,Evaluation,Authorisation and Restriction of Chemical Substances),which regulates the use ofchemicals in the European Union.For example,REACH prohibits the
320、use of highly aromatic oils in tires,which were used ascompounding components to improve certain performance characteristics.These U.S.and European regulations,rules adopted to implement these regulations,or other similar regulations that may beadopted in the United States,Europe or elsewhere in the
321、 future may require us to alter or increase our capital spending andresearch and development plans or cease the production of certain tires,which could have a material adverse effect on ouroperating results.21Laws and regulations governing environmental and occupational safety and health are complic
322、ated,change frequently and havetended to become stricter over time.As a manufacturing company,we are subject to these laws and regulations both inside andoutside the United States.We may not be in complete compliance with such laws and regulations at all times.Our costs orliabilities relating to the
323、m may be more than the amount we have reserved,and that difference may be material.Compliance with the laws and regulations described above or any of the myriad of applicable foreign,federal,state and locallaws and regulations currently in effect or that may be adopted in the future could materially
324、 adversely affect our competitiveposition,operating results,financial condition and liquidity.General Risk FactorsWe have foreign currency translation and transaction risks that may materially adversely affect our operating results,financial condition and liquidity.The financial position and results
325、 of operations of many of our international subsidiaries are initially recorded in various foreigncurrencies and then translated into U.S.dollars at the applicable exchange rate for inclusion in our financial statements.Thestrengthening of the U.S.dollar against these foreign currencies ordinarily h
326、as a negative impact on our reported sales andoperating margin(and conversely,the weakening of the U.S.dollar against these foreign currencies has a positive impact).Forthe year ended December 31,2023,foreign currency translation unfavorably affected sales by$169 million and unfavorablyaffected segm
327、ent operating income by$23 million compared to the year ended December 31,2022.The volatility of currencyexchange rates may materially adversely affect our operating results.For the year ended December 31,2023,net foreigncurrency exchange losses were$87 million.We may be impacted by economic and sup
328、ply disruptions associated with events beyond our control,such as war,includingthe current conflicts between Russia and Ukraine and between Israel and Hamas,acts of terror,political unrest,publichealth concerns,labor disputes or natural disasters.We manage businesses and facilities worldwide.Our fac
329、ilities and operations,and the facilities and operations of our suppliersand customers,could be disrupted by events beyond our control,such as war,acts of terror,political unrest,public healthconcerns,labor disputes,or severe weather conditions or natural disasters.In addition,our operations could b
330、e adverselyaffected as a result of other disruptions at our facilities due to fire,electrical blackouts,power losses,telecommunicationsfailures or other similar effects.Any such disruption could cause delays in the production and distribution of our products andthe loss of sales and customers.We may
331、 not be insured against all such potential losses and,if insured,the insurance proceedsthat we receive may not adequately compensate us for all of our losses.Such losses could lead to an increase in the deductiblesor cost of insurance for those facilities,a reduction of insurance available to us,or
332、the unavailability of insurance on terms thatare acceptable to us.ITEM 1B.UNRESOLVED STAFF COMMENTS.None.ITEM 1C.CYBERSECURITY.Management is responsible for identifying,monitoring and mitigating the material risks facing the Company,includingcybersecurity risks.The Board of Directors oversees manage
333、ments processes related to those risks.The Audit Committee ofthe Board of Directors is responsible for overseeing the risks associated with information technology and cybersecurity threats,and reports on its activities to the full Board following each committee meeting.The Audit Committee exercises its risk oversight function by carefully evaluating information and cybersecurity reports theyreceiv
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