AG真人平台AG真人试玩

Annual report pursuant to Section 13 and 15(d)

ACQUISITIONS (Tables)

v3.22.4
ACQUISITIONS (Tables)
 12 Months Ended
Dec. 31, 2022
Business Combinations [Abstract] 听
Schedule of Fair Value of Purchase Consideration
The fair value of the total purchase consideration was determined as follows:
(In millions)
Cash consideration:
Cash consideration pursuant to the FPT Acquisition Agreement $ 778听
Cash consideration paid related to IRC Section 338(h)(10) 23听
Total cash consideration 801听
Fair value of settlement of a pre-existing relationship (20)
Total purchase consideration $ 781听
(In millions) Initial Allocation of Consideration Measurement
Period Adjustments		 Final Allocation of Consideration as of December 31, 2022
Cash and cash equivalents $ 9听 $ 鈥斕� $ 9听
Accounts receivable, net 233听 2听 235听
Inventories 137听 (2) 135听
Other current assets 4听 (1) 3听
Property, plant and equipment 179听 12听 191听
Other non-current assets 74听 (2) 72听
Accounts payable (122) 鈥斕� (122)
Accrued employment costs (8) 鈥斕� (8)
Other current liabilities (9) 3听 (6)
Other non-current liabilities (21) 鈥斕� (21)
Net identifiable assets acquired 476听 12听 488听
Goodwill 279听 14听 293听
Total net assets acquired $ 755听 $ 26听 $ 781听
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 Cliffs 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 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
Cash consideration pursuant to working capital adjustments (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 IRC with respect to entities acquired in connection with the AM USA Transaction, 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
VALUATION ASSUMPTION AND PURCHASE PRICE ALLOCATION
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 stock 618听
Other 3听
Total purchase consideration $ 1,535听
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
Summary of Purchase Price Allocated to Identifiable Intangible Assets and Liabilities Acquired
The purchase price allocated to identifiable intangible assets acquired was:
(In millions) Weighted Average Life (In years)
Customer relationships $ 13听 15
Supplier relationships 29听 18
Trade names and trademarks 7听 15
Total identifiable intangible assets $ 49听 17
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
Summary of the Purchase Price Allocation to Assets Acquired and Liabilities Assumed The following is a summary of the purchase price allocation to assets acquired and liabilities assumed in the AM USA Transaction:
(In millions) Initial Allocation of Consideration Measurement
Period Adjustments		 Final Allocation Consideration as of December 31, 2021
Cash and cash equivalents $ 35听 $ 鈥斕� $ 35听
Accounts receivable, net 349听 (3) 346听
Inventories 2,115听 14听 2,129听
Other current assets 34听 2听 36听
Property, plant and equipment 4,017听 387听 4,404听
Deferred income taxes 鈥斕� 285听 285听
Other non-current assets 158听 7听 165听
Accounts payable (736) 8听 (728)
Accrued employment costs (271) 5听 (266)
State and local taxes (76) 鈥斕� (76)
Other current liabilities (453) 23听 (430)
Pension liability, non-current (730) 鈥斕� (730)
OPEB liability, non-current (2,465) 鈥斕� (2,465)
Other non-current liabilities (598) (171) (769)
Noncontrolling interest (13) 21听 8听
Net identifiable assets acquired 1,366听 578听 1,944听
Goodwill 1,230听 (570) 660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)
State and local taxes (35) 4听 (31)
Other current liabilities (276) 2听 (274)
Long-term debt (1,179) 鈥斕� (1,179)
Pension liability, non-current (473) 10听 (463)
OPEB liability, non-current (400) (8) (408)
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 Common Shares Issues upon Completion of Merger
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
Shares 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 outstanding AK AG真人平台AG真人试玩 common stock $ 618听
Summary of Unaudited Pro Forma Financial Information
The following table provides unaudited pro forma financial information, prepared in accordance with Topic 805, as if ArcelorMittal USA and AK AG真人平台AG真人试玩 had been acquired as of January 1, 2019:
Year Ended
(In millions) December 31, 2020
Revenues $ 12,837听
Net loss attributable to Cliffs shareholders (520)
The following table provides unaudited pro forma financial information, prepared in accordance with Topic 805, as if FPT had been acquired as of January 1, 2020:
Year Ended December 31,
(In millions) 2021 2020
Revenues $ 21,701听 $ 13,549听
Net income (loss) attributable to Cliffs shareholders 3,074听 (526)