Cooper Tire Acquisition (Tables) - Cooper Tire

9 Months Ended

Sep. 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 as of the Closing Date, 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		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 following table sets forth measurement period changes during the third quarter of 2021, as well as the updated and initial preliminary allocation of the Merger Consideration to the estimated fair value of the identifiable tangible and intangible assets acquired and liabilities assumed of Cooper Tire, with the excess recorded to Goodwill as of the Closing Date:

(In millions)	Updated Preliminary Purchase Price Allocation		Measurement Period Changes			Initial Preliminary Purchase Price Allocation
Cash and Cash Equivalents	$	231	$	—		$	231
Accounts Receivable		626		5			621
Inventories		683		(10	)		693
Property, Plant and Equipment		1,341		(31	)		1,372
Goodwill		626		151			475
Intangible Assets		926		(160	)		1,086
Other Assets		354		(8	)		362
		4,787		(53	)		4,840
Accounts Payable — Trade		464		—			464
Compensation and Benefits		385		(1	)		386
Debt, Finance Leases and Notes Payable and Overdrafts		151		—			151
Deferred Tax Liabilities, net		298		(49	)		347
Other Liabilities		371		(3	)		374
Minority Equity		21		—			21
		1,690		(53	)		1,743
Merger Consideration	$	3,097	$	—		$	3,097

Schedule of Identifiable Tangible and Intangible Assets Acquired and Liabilities Assumed

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

(In millions, except years)	Updated Preliminary Fair Value		Measurement Period Changes			Initial Preliminary Fair Value		Weighted Average Useful Lives	Valuation Methodology
Trade names (indefinite-lived)	$	520	$	210		$	310	N/A	Relief-from-royalty
Trade names (definite-lived)		10		(30	)		40	14 years	Relief-from-royalty
Customer relationships		390		(340	)		730	12 years	Multi-period excess earnings
Non-compete and other		6		—			6	2 years	Discounted cash flow
	$	926	$	(160	)	$	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 September 30, 2021 are as follows:

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
(In millions)	2021		2021
Net Sales	$	907	$	1,163
Income (Loss) before Income Taxes		41		21
Goodyear Net Income (Loss)		30		24

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				Nine Months Ended
	September 30,				September 30,
(In millions)	2021		2020		2021		2020
Net Sales	$	4,934	$	4,246	$	13,678	$	10,499
Income (Loss) before Income Taxes		255		145		606		(1,462	)
Goodyear Net Income (Loss)		183		115		426		(1,474	)