Acquisitions & Divestitures (Notes)

6 Months Ended

Jun. 15, 2019

Divestitures [Abstract]

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

Acquisitions and Divestitures

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 $0.1 billion of consideration held by our paying agent in connection with this acquisition and reported as restricted cash as of June 15, 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 12 and 24 weeks ended June 15, 2019, we incurred incremental costs of $24 million ($19 million after-tax or $0.01 per share) (including $23 million in our ESSA segment and $1 million in corporate unallocated expenses) and $39 million ($32 million after-tax or $0.02 per share) (including $38 million in our ESSA segment and $1 million in corporate unallocated expenses), respectively. These incremental costs are primarily related to inventory fair value adjustments, as well as merger and integration charges, including employee-related costs. 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.

Refranchising in Thailand

During the second quarter of 2018, we refranchised our beverage business in Thailand by selling a controlling interest in our Thailand bottling operations to form a joint venture, where we now have an equity method investment. We recorded a pre-tax gain of $144 million ($126 million after-tax or $0.09 per share) in selling, general and administrative expenses in our AMENA segment as a result of this transaction.