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Acquisitions and Divestitures | 3 Months Ended
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Mar. 31, 2015
Business Combinations [Abstract] |
Acquisitions and Divestitures | E. Acquisitions and Divestitures – In November 2014, Alcoa completed the acquisition of an aerospace jet engine components company, Firth Rixson, for $2,995 plus $130 in contingent consideration. The preliminary allocation of the purchase price at that time resulted in total assets of $3,470, including $1,898 in goodwill and $398 in intangibles, and $475 in total liabilities, including the $130 of contingent consideration. These amounts are subject to change upon further review by management, including consideration of a third-party valuation of the assets acquired and liabilities assumed. In the first quarter of 2015, Alcoa updated the estimated beginning balances of certain assets acquired, including a decrease to properties, plants, and equipment of $135, an increase to intangible assets of $570, and a decrease to goodwill of $275. These changes were based on management’s review of preliminary information from the in-progress third party valuation, which is expected to be completed by mid 2015. The intangible assets of $968 consist primarily of customer relationships and contracts, backlog, qualifications, and technology. In March 2015, Alcoa completed the acquisition of an aerospace structural castings company, TITAL, for $204 (€188) in cash. TITAL, a privately held company with approximately 650 employees based in Germany, produces aluminum and titanium investment casting products for the aerospace and defense end markets. The purpose of this acquisition is to capture increasing demand for advanced jet engine components made of titanium, establish titanium-casting capabilities in Europe, and expand existing aluminum casting capacity. The assets and liabilities of this business were included within Alcoa’s Engineered Products and Solutions segment since the date of acquisition. Based on the preliminary allocation of the purchase price, goodwill of $123 was recorded for this transaction, none of which is estimated to be deductible for income tax purposes. The final allocation of the purchase price will be based on management’s best estimates, including a valuation of the assets acquired and liabilities assumed, which may result in the identification of other intangible assets, and other studies related to potential environmental and contingent liabilities. This transaction is subject to certain post-closing adjustments as defined in the purchase agreement. Also in March 2015, Alcoa signed a definitive agreement to acquire RTI International Metals, Inc. (RTI), a U.S. company publicly traded on the New York Stock Exchange under the ticker symbol, “RTI.” Alcoa plans to purchase all outstanding shares of RTI common stock in a stock-for-stock transaction valued at approximately $1,100 (based on the $12.92 per share March 31, 2015 closing price of Alcoa’s common stock). Each issued and outstanding share of RTI common stock immediately prior to the completion of the transaction will be converted into the right to receive 2.8315 shares of Alcoa common stock (no fractional shares will be issued; a cash payment (without interest) in an amount reflecting prevailing market prices of Alcoa common stock on the New York Stock Exchange following the effective time of the merger will be made in lieu thereof). The exchange ratio is the quotient of a $41 per RTI common share acquisition price and the $14.48 per share March 6, 2015 closing price of Alcoa’s common stock. As of March 31, 2015, RTI had 30,794,405 shares of common stock outstanding. Additionally, Alcoa will assume approximately $500 in debt (see below) and acquire approximately $300 in cash. The outstanding shares of RTI common stock as of March 31, 2015 do not include certain compensatory RTI equity awards that will be granted the right to receive the exchange ratio as provided for in the merger agreement upon completion of the transaction. Additionally, the $500 of assumed debt relates to two outstanding series of RTI convertible senior notes, of which holders may elect to convert into shares of RTI common stock (13,070,774) upon meeting certain conditions in the related indenture prior to completion of the transaction. If such conversion occurs, these shares of RTI common stock also would be granted the right to receive the exchange ratio upon completion of the transaction. RTI is a global supplier of titanium and specialty metal products and services for the commercial aerospace, defense, energy, and medical device end markets. The purpose of this acquisition is to expand Alcoa’s range of titanium offerings and add advanced technologies and materials, primarily related to the aerospace end market. In 2014, RTI generated net sales of $794 and had approximately 2,600 employees. The proposed transaction is subject to customary conditions, including the receipt of all applicable regulatory approvals and RTI shareholder approval. RTI will be included within Alcoa’s Engineered Products and Solutions segment. In the 2015 first quarter, Alcoa completed the divestiture of an operation in Russia (see below) and had post-closing adjustments, as provided for in the respective purchase agreements, related to three divestitures completed in December 2014. The divestiture and post-closing adjustments combined resulted in a net cash payment of $8 and a net loss of $149 ($142 after-tax and noncontrolling interest), which was recorded in Restructuring and other charges (see Note D) on the accompanying Statement of Consolidated Operations. Three of these four divestitures remain subject to certain post-closing adjustments as defined in the respective purchase agreements. In March 2015, Alcoa completed the sale of a rolling mill located in Belaya Kalitva, Russia to a wholly-owned subsidiary of Stupino Titanium Company. While owned by Alcoa, the operating results and assets and liabilities of the rolling mill were included in the Global Rolled Products segment. The rolling mill generated sales of approximately $130 in 2014 and, at the time of divestiture, had approximately 1,870 employees.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References No definition available. + Details
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