AG真人平台AG真人试玩

Quarterly report pursuant to Section 13 or 15(d)

ACQUISITIONS (Tables)

v3.21.2
ACQUISITIONS (Tables)
 9 Months Ended
Sep. 30, 2021
Business Combinations [Abstract] 听
Schedule of Business Acquisitions by Acquisition, by Acquisition
The fair value of the total purchase consideration was determined as follows:
(In Millions)
Fair value of Cliffs common shares issued $ 990听
Fair value of Series B Participating Redeemable Preferred Stock issued 738听
Fair value of settlement of a pre-existing relationship 237听
Cash consideration 639听
Total purchase consideration $ 2,604听
The fair value of Cliffs common shares issued was calculated as follows:
Number of Cliffs common shares issued 78,186,671
Closing price of Cliffs common share as of December 9, 2020 $ 12.66听
Fair value of Cliffs common shares issued (in millions) $ 990听
The fair value of Cliffs Series B Participating Redeemable Preferred Stock issued was calculated as follows:
Number of Cliffs Series B Participating Redeemable Preferred Stock issued 583,273听
Redemption price per share as of December 9, 2020 $ 1,266听
Fair value of Cliffs Series B Participating Redeemable Preferred Stock issued (in millions) $ 738听
The fair value of the estimated cash consideration was comprised of the following:
(In Millions)
Cash consideration pursuant to the AM USA Transaction Agreement $ 505听
Cash consideration for purchase of the remaining JV partner's interest of Kote and Tek 182听
Total cash consideration receivable (48)
Total cash consideration $ 639听
The cash portion of the purchase price was subject to customary working capital adjustments, and the working capital adjustments were finalized during the second quarter of 2021. We made certain elections under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, which did not change the final cash consideration.
The fair value of the settlement of a pre-existing relationship was comprised of the following:
(In Millions)
Accounts receivable $ 97听
Freestanding derivative asset from customer supply agreement 140听
Total fair value of settlement of a pre-existing relationship $ 237听
The fair value of the total purchase consideration was determined as follows:
(In Millions)
Fair value of AK AG真人平台AG真人试玩 debt $ 914听
Fair value of Cliffs common shares issued for AK AG真人平台AG真人试玩 outstanding common stock1
618听
Other1
3听
Total purchase consideration $ 1,535听
1 Included as non-cash investing activities in the Statement of Unaudited Condensed Consolidated Cash Flows for the nine months ended September听30, 2020.
The fair value of AK AG真人平台AG真人试玩's debt included in the consideration was calculated as follows:
(In Millions)
Credit Facility $ 590听
7.500% Senior Secured Notes due July 2023
 324听
Fair value of debt included in consideration $ 914听
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The preliminary purchase price allocation to assets acquired and liabilities assumed in the AM USA Transaction was:
(In Millions)
Initial Allocation of Consideration Measurement Period Adjustments Updated Allocation
Cash and cash equivalents $ 35听 $ 鈥斕� $ 35听
Accounts receivable, net 349听 (5) 344听
Inventories 2,115听 14听 2,129听
Other current assets 34听 (1) 33听
Property, plant and equipment 4,017听 372听 4,389听
Other non-current assets 158听 7听 165听
Accounts payable (758) 27听 (731)
Accrued employment costs (271) 4听 (267)
Pension and OPEB liabilities, current (109) 鈥斕� (109)
Other current liabilities (398) (8) (406)
Pension and OPEB liabilities, non-current (3,195) 鈥斕� (3,195)
Other non-current liabilities (598) (81) (679)
Noncontrolling interest (13) 13听 鈥斕�
Net identifiable assets acquired 1,366听 342听 1,708听
Goodwill 1,230听 (334) 896听
Total net assets acquired $ 2,596听 $ 8听 $ 2,604听
The following is a summary of the purchase price allocation to assets acquired and liabilities assumed in the AK AG真人平台AG真人试玩 Merger:
(In Millions)
Initial Allocation of Consideration Measurement Period Adjustments Final Allocation of Consideration as of March 31, 2021
Cash and cash equivalents $ 38听 $ 1听 $ 39听
Accounts receivable, net 666听 (2) 664听
Inventories 1,563听 (243) 1,320听
Other current assets 68听 (16) 52听
Property, plant and equipment 2,184听 90听 2,274听
Deferred income taxes 鈥斕� 69听 69听
Other non-current assets 475听 (4) 471听
Accounts payable (636) (8) (644)
Accrued employment costs (94) 1听 (93)
Pension and OPEB liabilities, current (75) (3) (78)
Other current liabilities (236) 9听 (227)
Long-term debt (1,179) 鈥斕� (1,179)
Pension and OPEB liabilities, non-current (873) 2听 (871)
Other non-current liabilities (507) 72听 (435)
Noncontrolling interest 鈥斕� (1) (1)
Net identifiable assets acquired 1,394听 (33) 1,361听
Goodwill 141听 33听 174听
Total net assets acquired $ 1,535听 $ 鈥斕� $ 1,535听
Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable
The fair value of Cliffs common shares issued for outstanding shares of AK AG真人平台AG真人试玩 common stock and with respect to Cliffs common shares underlying converted AK AG真人平台AG真人试玩 equity awards that vested upon completion of the AK AG真人平台AG真人试玩 Merger was calculated as follows:
(In Millions, Except Per Share Amounts)
Number of shares of AK AG真人平台AG真人试玩 common stock issued and outstanding 317听
Exchange ratio 0.400听
Number of Cliffs common shares issued to AK AG真人平台AG真人试玩 stockholders 127听
Price per share of Cliffs common shares $ 4.87听
Fair value of Cliffs common shares issued for AK AG真人平台AG真人试玩 outstanding common stock $ 618听
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination
The purchase price allocated to identifiable intangible assets and liabilities acquired was:
(In Millions) Weighted Average Life (In Years)
Intangible assets:
Customer relationships $ 77听 18
Developed technology 60听 17
Trade names and trademarks 11听 10
Total identifiable intangible assets $ 148听 17
Intangible liabilities:
Above-market supply contracts $ (71) 12
Business Acquisition, Pro Forma Information
The following table provides unaudited pro forma financial information, prepared in accordance with Topic 805, for the three and nine months ended September听30, 2020, as if AK AG真人平台AG真人试玩 had been acquired as of January 1, 2019:
(In Millions)
Three Months Ended
September 30, 2020		 Nine Months Ended
September 30, 2020
Revenues $ 1,646听 $ 4,265听
Net loss attributable to Cliffs shareholders (6) (124)