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The Goodyear Tire & Rubber Company Unaudited Pro Forma Consolidated Financial Information

The following excerpt is from the company's SEC filing.

On October 1, 2015, The Goodyear Tire & Rubber Company (the Company) completed the previously announced dissolution of its global alliance with Sumitomo Rubber Industries, Ltd. (SRI) in accordance with the terms and conditions set forth in the Framework Agreement, dated as of June 4, 2015 (the Agreement), by and between the Company and SRI.

Pursuant to the Agreement, the Company has sold to SRI its 75% interest in Goodyear Dunlop Tires North America, Ltd. (GDTNA), 25% interest in Dunlop Goodyear Tires Ltd. (DGT) and the Huntsville, Alabama test track used by GDTNA. Accordingly, the Company will no longer have any remaining ownership interests in GDTNA, DGT, or the Huntsville, Alabama test track. Additionally, the Company will liquidate and distribute the remaining assets and liabilities of a company that coordinated and disseminated both commercialized tire technology and non-commercialized technology among the Company and SRI, the joint ventures and their respective affiliates (the Technology JV), and of a global purchasing company (the Purchasing JV) to the Company and SRI in accordance with their ownership interests in the Technology JV and the Purchasing JV, respectively. GDTNA, DGT, the Huntsville, Alabama test track, the Technology JV, and the Purchasing JV are collectively referred to as the deconsolidated interests. In addition, the Company acquired from SRI its 75% interest in Nippon Goodyear Ltd. (NGY) and 25% interest in Goodyear Dunlop Tires Europe B.V. (GDTE) (collectively, the acquired interests). Accordingly, Goodyear will have full ownership interests in NGY and GDTE.

The unaudited pro forma consolidated financial statements provided are based on the consolidated financial statements of the Company and its consolidated subsidiaries, and are adjusted to reflect the deconsolidated interests and acquired interests in the manner noted below. The accompanying unaudited pro forma consolidated financial information includes:

an unaudited pro forma consolidated balance sheet as of June 30, 2015, adjusted to reflect the deconsolidated interests and acquired interests referenced above as if the deconsolidation and acquisitions had occurred on June 30, 2015;

unaudited pro forma consolidated statements of operations for the fiscal year ended December 31, 2014 and for the six months ended June 30, 2015, adjusted to reflect the deconsolidated interests referenced above as if the deconsolidation had occurred on January 1, 2014; and

notes to the unaudited pro forma consolidated financial information.

The acquired interests do not meet the significance criteria to be included in the pro forma financial information. However, the Company has elected to include the acquired interests solely in the unaudited pro forma balance sheet to reflect the complete exchange of consideration attributable to both the deconsolidated interests and acquired interests. The unaudited pro forma consolidated financial statements are estimates provided for illustrative purposes only and, therefore, are not necessarily indicative of the financial position or results of operations that might have been achieved had the events described in Item 2.01 of the Form 8-K to which this exhibit is attached occurred as of an earlier date, nor are they indicative of the financial position or results of operations that may occur in the future. The pro forma adjustments, including the fair value allocation of the overall transaction, the purchase price allocation of NGY, and the overall net gain reflected in the pro forma consolidated balance sheet, are based on preliminary estimates of fair value. The final fair value estimates may vary based on final appraisals, valuations and analyses of the fair value of the deconsolidated interests, acquired interests, and other transactions included within the Agreement. While such adjustments include estimates that are subject to change, the Company believes such adjustments are appropriate and directly attributable to the...


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