As part of The Coca‑Cola Company’s plans to refranchise its North American bottling territories, the Company and Piedmont completed a series of transactions from April 2013 to October 2017 with The Coca‑Cola Company, CCR and United to significantly expand the Company’s distribution and manufacturing operations (the “System Transformation”). The System Transformation included the acquisition and exchange of rights to serve distribution territories and related distribution assets, as well as the acquisition and exchange of regional manufacturing facilities and related manufacturing assets.

A summary of the System Transformation transactions (the “System Transformation Transactions”) completed by the Company is included in the Company’s Annual Report on Form 10‑K for 2017. Following is a summary of the System Transformation Transactions for which final post-closing adjustments were completed during 2018 in accordance with the terms and conditions of the applicable asset purchase agreement or asset exchange agreement for such transactions.

The cash purchase prices or settlement amounts for all System Transformation Transactions have been resolved according to the terms of the applicable asset purchase agreement or asset exchange agreement for such transactions. The post-closing adjustments made during 2018 resulted in a $10.2 million net adjustment to the gain on exchange transactions in the consolidated statements of operations.

Acquisition of Akron, Elyria, Toledo, Willoughby and Youngstown, Ohio Distribution Territories and Twinsburg, Ohio Regional Manufacturing Facility (“April 2017 Transactions”)

On April 28, 2017, the Company acquired (i) distribution rights and related assets in territories previously served by CCR through CCR’s facilities and equipment located in Akron, Elyria, Toledo, Willoughby and Youngstown, Ohio pursuant to a distribution asset purchase agreement entered into by the Company and CCR on April 13, 2017 and (ii) a regional manufacturing facility located in Twinsburg, Ohio and related manufacturing assets pursuant to a manufacturing asset purchase agreement entered into by the Company and CCR on April 13, 2017. At closing, the Company paid CCR $87.9 million toward the purchase price for the April 2017 Transactions. During the fourth quarter of 2017, the cash purchase price for the April 2017 Transactions decreased by $4.7 million as a result of net working capital and other fair value adjustments, which was included in accounts receivable from The Coca‑Cola Company in the consolidated balance sheet as of December 31, 2017 and paid to the Company during the second quarter of 2018. The final cash purchase price for the April 2017 Transactions was $83.2 million.

Acquisition of Arkansas Distribution Territories and Memphis, Tennessee and West Memphis, Arkansas Regional Manufacturing Facilities in exchange for the Company’s Deep South and Somerset Distribution Territories and Mobile, Alabama Manufacturing Facility (the “CCR Exchange Transaction”)

On October 2, 2017, the Company (i) acquired from CCR distribution rights and related assets in territories previously served by CCR through CCR’s facilities and equipment located in central and southern Arkansas and two regional manufacturing facilities located in Memphis, Tennessee and West Memphis, Arkansas and related manufacturing assets (collectively, the “CCR Exchange Business”) in exchange for which the Company (ii) transferred to CCR distribution rights and related assets in territories previously served by the Company through its facilities and equipment located in portions of southern Alabama, southeastern Mississippi, southwestern Georgia and northwestern Florida and in and around Somerset, Kentucky and a regional manufacturing facility located in Mobile, Alabama and related manufacturing assets (collectively, the “Deep South and Somerset Exchange Business”), pursuant to an asset exchange agreement entered into by the Company, certain of its wholly-owned subsidiaries and CCR on September 29, 2017.

At closing, the Company paid CCR $15.9 million toward the settlement amount for the CCR Exchange Transaction, representing an estimate of the difference between the value of the CCR Exchange Business acquired by the Company and the value of the Deep South and Somerset Exchange Business acquired by CCR. During the fourth quarter of 2017, the Company recorded certain adjustments to this settlement amount as a result of changes in estimated net working capital and other fair value adjustments. The settlement amount was included in accounts payable to The Coca‑Cola Company in the consolidated balance sheet as of December 31, 2017.

During the third quarter of 2018, all post-closing adjustments were finalized for the CCR Exchange Transaction, resulting in a final settlement amount of $26.2 million. A net balance of $10.3 million related to the settlement amount for the CCR Exchange Transaction was paid by the Company to CCR during the fourth quarter of 2018.

Acquisition of Memphis, Tennessee Distribution Territories (the “Memphis Transaction”)

On October 2, 2017, the Company acquired distribution rights and related assets in territories previously served by CCR through CCR’s facilities and equipment located in and around Memphis, Tennessee, including portions of northwestern Mississippi and eastern Arkansas (the “Memphis Territory”), pursuant to an asset purchase agreement entered by the Company and CCR on September 29, 2017. At closing, the Company paid CCR $39.6 million toward the purchase price for the Memphis Transaction. During the second and third quarters of 2018, all post-closing adjustments were finalized for the Memphis Transaction, resulting in a net increase of $2.6 million in the cash purchase price, which was paid by the Company to CCR during the third quarter of 2018. The final cash purchase price for the Memphis Transaction was $42.2 million.

Acquisition of Spartanburg and Bluffton, South Carolina Distribution Territories in exchange for the Company’s Florence and Laurel Territories and Piedmont’s Northeastern Georgia Territories (the “United Exchange Transaction”)

On October 2, 2017, the Company and Piedmont completed exchange transactions in which (i) the Company acquired from United distribution rights and related assets in territories previously served by United through United’s facilities and equipment located in and around Spartanburg, South Carolina and a portion of United’s territory located in and around Bluffton, South Carolina (collectively, the “United Distribution Business”) and Piedmont acquired from United similar rights, assets and liabilities, and working capital in the remainder of United’s Bluffton, South Carolina territory, in exchange for which (ii) the Company transferred to United distribution rights and related assets in territories previously served by the Company through its facilities and equipment located in parts of northwestern Alabama, south-central Tennessee and southeastern Mississippi previously served by the Company’s distribution centers located in Florence, Alabama and Laurel, Mississippi (collectively, the “Florence and Laurel Distribution Business”) and Piedmont transferred to United similar rights, assets and liabilities, and working capital of Piedmont’s in territory located in parts of northeastern Georgia (the “Northeastern Georgia Distribution Business”), pursuant to an asset exchange agreement between the Company, certain of its wholly-owned subsidiaries and United dated September 29, 2017 and an asset exchange agreement between Piedmont and United dated September 29, 2017.

At closing, the Company and Piedmont paid United $3.4 million toward the settlement amount for the United Exchange Transaction, representing an estimate of (i) the difference between the value of the United Distribution Business acquired by the Company and the value of the Florence and Laurel Distribution Business acquired by United, plus (ii) the difference between the value of the portion of the Bluffton, South Carolina territory acquired by Piedmont and the value of the Northeastern Georgia Distribution Business acquired by United. During the third quarter of 2018, all post-closing adjustments were finalized for the United Exchange Transaction, resulting in an increase of $2.8 million in the settlement amount, which was paid by the Company to CCR during the fourth quarter of 2018. The final settlement amount for the United Exchange Transaction was $6.2 million.

Collectively, the CCR Exchange Transaction, the Memphis Transaction and the United Exchange Transaction are the “October 2017 Transactions,” the CCR Exchange Business, the Memphis Territory and the United Distribution Business are the “October 2017 Acquisitions” and the Deep South and Somerset Exchange Business and the Florence and Laurel Distribution Business are the “October 2017 Divestitures.”

In addition to the System Transformation Transactions summarized above, the Company completed two additional System Transformation Transactions with CCR in 2017 including (i) the acquisition from CCR of distribution rights and related assets for territories in Anderson, Fort Wayne, Lafayette, South Bend and Terre Haute, Indiana on January 27, 2017 (the “January 2017 Transaction”), and (ii) the acquisition from CCR of distribution rights and related assets for territories in Indianapolis and Bloomington, Indiana and Columbus and Mansfield, Ohio and regional manufacturing facilities and related assets located in Indianapolis and Portland, Indiana on March 31, 2017 (the “March 2017 Transactions”). Final post-closing adjustments for the January 2017 Transaction and the March 2017 Transactions were completed during 2017.

Collectively, the January 2017 Transaction, the March 2017 Transactions, the April 2017 Transactions, the CCR Exchange Transaction, the Memphis Transaction and the United Exchange Transaction are the “2017 System Transformation Transactions.”

The fair value of acquired assets and assumed liabilities in the 2017 System Transformation Transactions as of the acquisition dates is summarized as follows:

(in thousands)	January 2017 Transaction		March 2017 Transactions		April 2017 Transactions		October 2017 Acquisitions		Total 2017 System Transformation Transactions Acquisitions
Cash	$	107	$	211	$	103	$	191	$	612
Inventories		5,953		20,952		14,554		14,850		56,309
Prepaid expenses and other current assets		1,155		5,117		4,068		4,573		14,913
Accounts receivable from The Coca-Cola Company		1,042		1,807		2,552		1,447		6,848
Property, plant and equipment		25,708		81,638		52,263		71,589		231,198
Other assets (including deferred taxes)		1,158		3,227		3,960		1,300		9,645
Goodwill		1,544		2,527		16,941		11,442		32,454
Distribution agreements		22,000		46,750		19,500		129,450		217,700
Customer lists		1,500		1,750		1,000		4,950		9,200
Total acquired assets	$	60,167	$	163,979	$	114,941	$	239,792	$	578,879

Current liabilities (acquisition related contingent consideration)	$	1,350	$	2,958	$	1,475	$	1,501	$	7,284
Other current liabilities		324		3,760		2,860		8,311		15,255
Other liabilities (acquisition related contingent consideration)		26,377		49,739		25,616		20,676		122,408
Other liabilities		43		2,953		1,792		102		4,890
Total assumed liabilities	$	28,094	$	59,410	$	31,743	$	30,590	$	149,837

The fair value of acquired assets and assumed liabilities in the October 2017 Acquisitions as of the acquisition date is summarized as follows:

(in thousands)	CCR Exchange Business		Memphis Territory		United Exchange Business		October 2017 Acquisitions
Cash	$	91	$	100	-		$	191
Inventories		10,667		3,354		829		14,850
Prepaid expenses and other current assets		3,172		1,087		314		4,573
Accounts receivable from The Coca-Cola Company		674		563		210		1,447
Property, plant and equipment		47,484		21,321		2,784		71,589
Other assets (including deferred taxes)		753		547	-			1,300
Goodwill		3,546		5,199		2,697		11,442
Distribution agreements		80,100		35,400		13,950		129,450
Customer lists		3,200		1,200		550		4,950
Total acquired assets	$	149,687	$	68,771	$	21,334	$	239,792

Current liabilities (acquisition related contingent consideration)	$	-	$	1,501	$	-	$	1,501
Other current liabilities		3,497		4,323		491		8,311
Other liabilities (acquisition related contingent consideration)	-			20,676		-		20,676
Other liabilities		15		87		-		102
Total assumed liabilities	$	3,512	$	26,587	$	491	$	30,590

The goodwill for the 2017 System Transformation Transactions is included in the Nonalcoholic Beverages segment and is primarily attributed to operational synergies and the workforce acquired. Goodwill of $11.4 million, $3.5 million, $8.6 million and $2.7 million is expected to be deductible for tax purposes for the distribution territories and regional manufacturing facilities acquired in the April 2017 Transactions, the CCR Exchange Business, the Memphis Territory and the United Distribution Business, respectively. No goodwill is expected to be deductible for tax purposes for the January 2017 Transaction or the March 2017 Transactions.

Identifiable intangible assets acquired by the Company in the 2017 System Transformation Transactions consist of distribution agreements and customer lists, which have an estimated useful life of 40 years and 12 years, respectively.

The carrying value of divested assets and liabilities in the October 2017 Divestitures is summarized as follows:

The October 2017 Divestitures were recorded in the Company’s Nonalcoholic Beverages segment prior to divestiture.

In December 2017, The Coca‑Cola Company agreed to provide the Company a fee, which, after final adjustments made during the third quarter of 2018, totaled $44.3 million (the “Legacy Facilities Credit”). The Legacy Facilities Credit compensated the Company for the net economic impact of changes made by The Coca‑Cola Company to the authorized pricing on sales of covered beverages produced at the regional manufacturing facilities owned by Company prior to the System Transformation and sold to The Coca‑Cola Company and certain U.S. Coca‑Cola bottlers pursuant to new pricing mechanisms included in the regional manufacturing agreement entered into by the Company and The Coca‑Cola Company on March 31, 2017 (as amended, the “RMA”).

The Company immediately recognized $12.4 million of the Legacy Facilities Credit during 2017, representing the portion of the Legacy Facilities Credit applicable to a regional manufacturing facility in Mobile, Alabama which the Company transferred to CCR as part of the CCR Exchange Transaction. The remaining balance of the Legacy Facilities Credit will be amortized as a reduction to cost of sales over a period of 40 years.

Upon closing the CCR Exchange Transaction and the United Exchange Transaction, the fair value of net assets acquired exceeded the carrying value of net assets exchanged, which resulted in a gain of $0.5 million recorded to gain (loss) on exchange transactions in the Company’s consolidated statements of operations in 2017.

The $0.5 million gain on the CCR Exchange Transaction and the United Exchange Transaction, combined with the $12.4 million portion of the Legacy Facilities Credit related to the Mobile, Alabama regional manufacturing facility, resulted in a total gain on exchange transactions of $12.9 million in 2017.

The post-closing adjustments made during 2018 resulted in a $10.2 million net adjustment to the gain on exchange transactions in the consolidated statements of operations.

During 2016, the Company acquired from CCR distribution rights and related assets for the following distribution territories: Easton, Salisbury, Capitol Heights, La Plata, Baltimore, Hagerstown and Cumberland, Maryland; Richmond, Yorktown and Alexandria, Virginia; Cincinnati, Dayton, Lima and Portsmouth, Ohio; and Louisa, Kentucky. The Company also acquired regional manufacturing facilities and related manufacturing assets in Sandston, Virginia; Silver Spring and Baltimore, Maryland; and Cincinnati, Ohio during 2016.

During 2015, the Company acquired from CCR distribution rights and related assets for the following distribution territories: Cleveland and Cookeville, Tennessee; Louisville, Kentucky and Evansville, Indiana; Paducah and Pikeville, Kentucky; Norfolk, Fredericksburg and Staunton, Virginia; and Elizabeth City, North Carolina and acquired a make-ready center in Annapolis, Maryland. In 2015, the Company also acquired from CCR distribution rights and related assets for distribution territory in Lexington, Kentucky in exchange for distribution territory previously served by the Company in Jackson, Tennessee.

During 2014, the Company acquired from CCR distribution rights and related assets for the following distribution territories: Johnson City, Knoxville and Morristown, Tennessee.

The financial results of the 2017 System Transformation Transactions and the 2016 System Transformation Transactions have been included in the Company’s consolidated financial statements from their respective acquisition or exchange dates. Net sales and income from operations for certain territories and regional manufacturing facilities acquired and divested by the Company during 2017 are impracticable to separately calculate, as the operations were absorbed into territories and facilities owned by the Company prior to the System Transformation, and therefore have been omitted from the results below. Omission of net sales and income from operations for such territories and facilities is not material to the results presented below. The remaining 2017 System Transformation Transactions contributed the following amounts to the Company’s consolidated statements of operations:

	Fiscal Year
(in thousands)	2018		2017
Impact to net sales - total 2017 System Transformation Transactions acquisitions	$	1,191,468	$	740,259
Impact to net sales - October 2017 Divestitures		-		231,301
Total impact to net sales	$	1,191,468	$	971,560

Impact to income from operations - total 2017 System Transformation Transactions acquisitions	$	25,460	$	10,754
Impact to income from operations - October 2017 Divestitures		-		22,973
Total impact to income from operations	$	25,460	$	33,727

The Company incurred transaction related expenses for the System Transformation Transactions of $6.8 million in 2017. These expenses were included within SD&A expenses on the consolidated statements of operations.

The purpose of the pro forma disclosure is to present the net sales and the income from operations of the combined entity as though the 2017 System Transformation Transactions had occurred as of the beginning of 2017. The pro forma combined net sales and income from operations do not necessarily reflect what the combined Company’s net sales and income from operations would have been had the acquisitions occurred at the beginning of 2017. The pro forma financial information also may not be useful in predicting the future financial results of the combined company. The actual results may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The following table represents the Company’s unaudited pro forma net sales and unaudited pro forma income from operations for the 2017 System Transformation Transactions.

The net sales pro forma and the income from operations pro forma reflect adjustments for (i) the inclusion of historic results of operations for the distribution territories and the regional manufacturing facilities acquired in the 2017 System Transformation Transactions for the period prior to the Company’s acquisition of the applicable territories or facility and (ii) the elimination of historic results of operations for the October 2017 Divestitures.