Acquisition (Tables)

Nov. 01, 2021

Sep. 18, 2021

atmos [Member]

Business Combination Segment Allocation [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The table below summarizes the preliminary allocation of the purchase price to the fair value of assets acquired for atmos using the exchange rate in effect as of the date of the acquisition. The allocation of the purchase price shown in the table below is preliminary and subject to change based on the finalization of the purchase price and our detailed valuations, including the final valuations of atmos tradenames, other intangibles, inventory, and leases. We determined that the atmos tradenames will have an indefinite life and will not be amortized. The proforma effects of the acquisition have not been presented, as their effects were not significant to the consolidated results of operations. We are assessing the tax deductibility of the goodwill related to the acquisition.

($ in millions)
Assets acquired:
Cash and cash equivalents	$	6
Merchandise inventories		22
Other current assets		12
Property and equipment, net		7
Operating lease right-of-use assets		47
Tradenames		135
Other assets		6
Liabilities assumed:
Accounts payable	$	(10)
Current portion of lease obligations		(10)
Other current liabilities		(8)
Long-term lease obligations		(35)
Deferred taxes		(46)
Other liabilities		(8)
Goodwill		242
Total purchase price (1)	$	360

(1) Total purchase price consists of $325 million in cash and $35 million of contingent consideration.

WSS [Member]

Business Combination Segment Allocation [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The following table represents the preliminary allocation of the purchase price for WSS and includes fair value adjustments to certain assets and liabilities since our most recent interim report. Goodwill was reduced from $494 million reported at the end of the third quarter to $401 million, primarily related to higher valuation of the tradenames. The adjustments did not have a significant effect on the consolidated results of operations. We determined that the WSS tradename will have an indefinite life and will not be amortized. The proforma effects of the acquisition have not been presented, as their effects were not significant to the consolidated results of operations.

($ in millions)
Assets acquired:
Cash and cash equivalents	$	70
Merchandise inventories		82
Other current assets		10
Property and equipment, net		133
Operating lease right-of-use assets		143
Tradenames		296
Customer relationships		13
Other assets		4
Liabilities assumed:
Accounts payable	$	(58)
Current portion of obligations under finance leases		(3)
Current portion of lease obligations		(19)
Long-term portion of obligations under finance leases		(50)
Long-term lease obligations		(127)
Deferred taxes		(84)
Other liabilities		(4)
Goodwill		401
Total purchase price	$	807