Cooper Tire Acquisition (Tables) - Cooper Tire

6 Months Ended

Jun. 30, 2021

Business Acquisition [Line Items]

Calculation of Merger Consideration

The calculation of the Merger Consideration is as follows:

(In millions, except share and per share amounts)	Shares		Per Share (4)		Total
Cash paid for Cooper Tire Shares(1)					$	2,121
Cash paid for other Cooper Tire incentive compensation awards(2)						34
Cash component of the Merger Consideration					$	2,155
Shares of Goodyear Common Stock issued to Cooper Tire Stockholders(3)		46,060,349	$	20.46		942
Merger Consideration					$	3,097

(1)The cash component of the Merger Consideration is computed based on 100% of the outstanding shares of Cooper Tire common stock, including shares issuable pursuant to the conversion of certain equity-based awards outstanding under Cooper Tire’s equity-based incentive compensation plans (“Cooper Tire Shares”), being exchanged, in part, for the per share cash amount of $41.75. Awards outstanding under Cooper Tire equity-based incentive compensation plans that were converted include Cooper Tire restricted stock units and Cooper Tire performance stock units. These Cooper Tire equity-based awards were canceled and each share equivalent unit was converted, as appropriate, into the Merger Consideration.

(In millions, except share and per share amounts)	Shares		Per Share		Total
Shares of Cooper Tire Common Stock outstanding as of the Closing Date		50,523,922
Shares issuable pursuant to conversion of share units outstanding      under Cooper Tire equity-based compensation plans		269,238
Cooper Tire Shares		50,793,160	$	41.75	$	2,121

(2)Cash consideration for the settlement of outstanding Cooper Tire stock options, Cooper Tire performance cash units and Cooper Tire notional deferred stock units, all of which were cancelled at the Closing Date and paid in cash.

(3)The stock component of the Merger Consideration is computed based on a fixed exchange ratio of 0.907 shares of Goodyear common stock per Cooper Tire Share being exchanged. Shares issued of 46,060,349 are comprised of 45,824,480 of newly issued shares and 235,869 of shares issued from treasury.

	Shares		Exchange Ratio		Total
Cooper Tire Shares		50,793,160
Less: Cooper Tire Shares settled in cash(5)		9,975
		50,783,185		0.907		46,060,349

(4)Represents the closing market price of our common stock as of June 4, 2021, the last trading day prior to the Closing Date.

(5)Represents fractional and certain other shares that were settled in cash.

The Merger Consideration was allocated on a preliminary basis as of the Closing Date. Assets acquired and liabilities assumed were recorded at estimated fair values based on management’s estimates, available information, and supportable assumptions that management considered reasonable. Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of Cooper Tire are recognized and measured at fair value. The determination of the fair values of certain assets acquired, including Inventories, Property, Plant and Equipment, Goodwill, Intangible Assets, and Deferred Income Taxes, is dependent upon completion of further fair value analysis by the Company. The determination of the fair values of certain liabilities assumed is dependent upon completion of certain actuarial and other valuations and studies. Given the complex nature of the related valuations and analyses to be completed and the timing of the acquisition, the preliminary purchase price allocation is subject to change. The final valuation of assets acquired and liabilities assumed may be materially different from the estimated values shown below.

The following table sets forth the preliminary allocation of the Merger Consideration to the identifiable tangible and intangible assets acquired and liabilities assumed of Cooper Tire, with the excess recorded to Goodwill:

(In millions)	As of June 7, 2021
Cash and Cash Equivalents	$	231
Accounts Receivable		621
Inventories		693
Property, Plant and Equipment		1,372
Goodwill		475
Intangible Assets		1,086
Other Assets		362
		4,840
Accounts Payable — Trade		464
Compensation and Benefits		386
Debt, Finance Leases and Notes Payable and Overdrafts		151
Deferred Tax Liabilities, net		347
Other Liabilities		374
Minority Equity		21
		1,743
Merger Consideration	$	3,097

Schedule of Identifiable Tangible and Intangible Assets Acquired and Liabilities Assumed

The estimated fair values of the identifiable intangible assets acquired, their estimated useful lives and the related valuation methodology are as follows:

(In millions)	Preliminary Fair Value		Range of Useful Lives	Valuation Methodology
Trade names (indefinite-lived)	$	310	N/A	Relief-from-royalty
Trade names (definite-lived)		40	13-15 years	Relief-from-royalty
Customer relationships		730	7-16 years	Multi-period excess earnings
Non-compete and other		6
	$	1,086

Schedule of Supplemental Cash Flow Information related to the Acquisition

The following table presents supplemental cash flow information related to the acquisition of Cooper Tire:

(In millions)
Cash component of the Merger Consideration	$	2,155
Less:
Cash acquired		231
Restricted cash acquired		68
Acquisition of Cooper Tire, net of cash and restricted cash acquired	$	1,856

Schedule of Net Sales and Earnings

Net sales and earnings related to Cooper Tire’s operations that have been included in our Consolidated Statements of Operations for the period from the Closing Date through June 30, 2021 are as follows:

(In millions)
Net Sales	$	256
Income (Loss) before Income Taxes		(20	)
Goodyear Net Income (Loss)		(6	)

Schedule of Pro Forma Financial Information

The following table summarizes, on a pro forma basis, the combined results of operations of Goodyear and Cooper Tire as though the acquisition and the related financing had occurred as of January 1, 2020. The pro forma results are not necessarily indicative of either the actual consolidated results had the acquisition of Cooper Tire occurred on January 1, 2020, nor are they indicative of future consolidated operating results.

	Three Months Ended					Six Months Ended
	June 30,					June 30,
(In millions)	2021		2020			2021		2020
Net Sales	$	4,563	$	2,655		$	8,744	$	6,253
Income (Loss) before Income Taxes		232		(957	)		320		(1,638	)
Goodyear Net Income (Loss)		167		(748	)		220		(1,612	)