Business Combinations

12 Months Ended

Dec. 31, 2016

Business Combinations

Business Combinations

19.  Business Combinations

On September 1, 2015, the Company completed the Vitro Acquisition in a cash transaction valued at approximately $2.297 billion in cash, subject to a working capital adjustment and certain other adjustments.  The Vitro Business in Mexico is the largest supplier of glass containers in that country manufacturing glass containers across multiple end uses, including food, soft drinks, beer, wine and spirits. The Vitro Acquisition included five food and beverage glass container plants in Mexico, a plant in Bolivia and a North American distribution business, and provided the Company with a competitive position in the glass packaging market in Mexico.  The results of the Vitro Business have been included in the Company’s consolidated financial statements since September 1, 2015 and contributed approximately $608 million of incremental net sales and $122 million of incremental segment operating profit in the year ended December 31, 2016.  Vitro’s food and beverage glass container operations in Mexico and Bolivia are included in the Latin American operating segment while its distribution business is included in the North American operating segment.

The Company financed the Vitro Acquisition with the proceeds from a senior notes offering, cash on hand and the incremental term loan facilities (see Note 11).

The total purchase price was allocated to the tangible and identifiable intangible assets and liabilities based upon their respective fair values.  The purchase agreement contained customary provisions for working capital adjustments, which the Company resolved with the seller in the first quarter of 2016.  The Company completed the purchase price allocation process in the third quarter of 2016.  The following table summarizes the fair value of the assets and liabilities assumed on September 1, 2015 and subsequent adjustments identified through the purchase price allocation process and recorded through the measurement period:

	September 1, 2015		Measurement Period Adjustments		September 30, 2016
Cash	$	17	$	—	$	17
Other current assets		344		(10)		334
Goodwill		1,073		(236)		837
Customer list intangibles		406		202		608
Net property, plant and equipment		597		48		645
Total assets		2,437		4		2,441
Current liabilities		93		(7)		86
Long-term debt		11				11
Long-term liabilities		36		11		47
Net assets acquired	$	2,297	$	—	$	2,297

The fair value of the tangible assets was estimated utilizing income and market approaches, considering remaining useful life. The customer list intangible asset includes the Company’s established relationships with its customers and the ability of these customers to generate future economic profits for the Company. The value assigned to customer list intangibles is based on the present value of future earnings attributable to the asset group after recognition of required returns to other contributory assets.

Recognized goodwill is attributable to the assembled workforce, expected synergies and other intangible assets that do not qualify for separate recognition. The Vitro Acquisition goodwill is not deductible for tax purposes.

The balance sheet adjustments identified above did not result in any significant adjustments to the periods’ income statements.