Acquisitions & Divestitures (Notes)

3 Months Ended

Mar. 23, 2019

Divestitures [Abstract]

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

Acquisitions

Acquisition of SodaStream International Ltd.

On December 5, 2018, we acquired all of the outstanding shares of SodaStream, a manufacturer and distributor of sparkling water makers, for $144.00 per share in cash, in a transaction valued at approximately $3.3 billion. The total consideration transferred was approximately $3.3 billion (or $3.2 billion, net of cash and cash equivalents acquired), including $0.2 billion of consideration held by our paying agent in connection with this acquisition and reported as restricted cash as of March 23, 2019.

We accounted for the transaction as a business combination. We recognized and measured the identifiable assets acquired and liabilities assumed at their estimated fair values on the date of acquisition. The preliminary estimates of the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date include goodwill and other intangible assets of $3.0 billion and property, plant and equipment of $0.2 billion, all of which are recorded in our ESSA segment. During the first quarter of 2019, we recorded $15 million ($0.01 per share) of incremental costs, in the ESSA segment, primarily related to the inventory fair value adjustment. The preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed are subject to revisions, which may result in adjustments to the preliminary values discussed above as valuations are finalized. We expect to finalize these amounts as soon as possible, but no later than the end of 2019.