XML 72 R33.htm IDEA: XBRL DOCUMENT
v3.20.4

ACQUISITIONS (Tables) | 12 Months Ended
--- | ---
Dec. 31, 2020
Business Combinations [Abstract] |
Schedule of Business Acquisitions, by Acquisition | The fair value of the total purchase consideration was determined as follows:
| (In Millions)
Fair value of Cliffs common shares issued | $ | 990 |
Fair value of Series B Participating Redeemable Preferred Stock issued | 738 |
Fair value of settlement of a pre-existing relationship | 237 |
Cash consideration (subject to customary working capital adjustments) | 631 |
Total purchase consideration | $ | 2,596 |
The fair value of Cliffs common shares issued is 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 |
Fair value of Cliffs common shares issued (in millions) | $ | 990 |
The fair value of Cliffs Series B Participating Redeemable Preferred Stock issued is calculated as follows:
Number of Cliffs Series B Participating Redeemable Preferred Stock issued | 583,273 |
Redemption price as of December 9, 2020 | $ | 1,266 |
Fair value of Cliffs Series B Participating Redeemable Preferred Stock issued (in millions) | $ | 738 |
The fair value of the estimated cash consideration is comprised of the following:
| (In Millions)
Cash consideration pursuant to the AM USA Transaction Agreement | $ | 505 |
Cash consideration for purchase of the remaining JV partners' interest of Kote and Tek | 182 |
Estimated total cash consideration receivable | (56) |
Total estimated cash consideration | $ | 631 |
The cash portion of the purchase price is subject to customary working capital adjustments. The fair value of the settlement of a pre-existing relationship is comprised of the following:
| (In Millions)
Accounts receivable | $ | 97 |
Freestanding derivative asset from customer supply agreement | 140 |
Total fair value of settlement of a pre-existing relationship | $ | 237 |
The fair value of the total purchase consideration was determined as follows:
| (In Millions)
Fair value of AK Steel debt | $ | 914 |
Fair value of Cliffs common shares issued for AK Steel outstanding common stock | 618 |
Other | 3 |
Total purchase consideration | $ | 1,535 |
The fair value of AK Steel's debt included in the consideration is calculated as follows:
| (In Millions)
Credit Facility | $ | 590 |
7.50% Senior Secured Notes due July 2023 | 324 |
Fair value of debt included in consideration | $ | 914 |
Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable | The fair value of Cliffs common shares issued for outstanding shares of AK Steel common stock and with respect to Cliffs common shares underlying converted AK Steel equity awards that vested upon completion of the AK Steel Merger is calculated as follows:
| (In Millions, Except Per Share Amounts)
Number of shares of AK Steel common stock issued and outstanding | 317 |
Exchange ratio | 0.400 |
Shares of Cliffs common shares issued to AK Steel stockholders | 127 |
Price per share of Cliffs common shares | $ | 4.87 |
Fair value of Cliffs common shares issued for outstanding AK Steel common stock | $ | 618 |
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)
Cash and cash equivalents | $ | 35 |
Accounts receivable, net | 349 |
Inventories | 2,115 |
Income tax receivable, current | 12 |
Other current assets | 22 |
Property, plant and equipment | 4,017 |
Other non-current assets | 158 |
Accounts payable | (758) |
Accrued employment costs | (271) |
State and local taxes | (76) |
Pension and OPEB liabilities, current | (109) |
Other current liabilities | (322) |
Pension and OPEB liabilities, non-current | (3,195) |
Other non-current liabilities | (598) |
Noncontrolling interest | (13) |
Net identifiable assets acquired | 1,366 |
Goodwill | 1,230 |
Total net assets acquired | $ | 2,596 |
The preliminary purchase price allocation to assets acquired and liabilities assumed in the AK Steel Merger was:
| (In Millions)
| Initial Allocation of Consideration |  | Measurement Period Adjustments |  | Updated Allocation
Cash and cash equivalents | $ | 38 |  |  | $ | 1 |  |  | $ | 39 |
Accounts receivable, net | 666 |  |  | (2) |  |  | 664 |
Inventories | 1,563 |  |  | (243) |  |  | 1,320 |
Income tax receivable, current | 3 |  |  | — |  |  | 3 |
Other current assets | 65 |  |  | (16) |  |  | 49 |
Property, plant and equipment | 2,184 |  |  | 128 |  |  | 2,312 |
Deferred income taxes | — |  |  | 30 |  |  | 30 |
Other non-current assets | 475 |  |  | (3) |  |  | 472 |
Accounts payable | (636) |  |  | (8) |  |  | (644) |
Accrued employment costs | (94) |  |  | 1 |  |  | (93) |
State and local taxes | (35) |  |  | 4 |  |  | (31) |
Pension and OPEB liabilities, current | (75) |  |  | (3) |  |  | (78) |
Other current liabilities | (201) |  |  | 5 |  |  | (196) |
Long-term debt | (1,179) |  |  | — |  |  | (1,179) |
Pension and OPEB liabilities, non-current | (873) |  |  | 2 |  |  | (871) |
Other non-current liabilities | (507) |  |  | 72 |  |  | (435) |
Noncontrolling interest | — |  |  | (1) |  |  | (1) |
Net identifiable assets acquired | 1,394 |  |  | (33) |  |  | 1,361 |
Goodwill | 141 |  |  | 33 |  |  | 174 |
Total net assets acquired | $ | 1,535 |  |  | $ | — |  |  | $ | 1,535 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The preliminary purchase price allocated to identifiable intangible assets and liabilities acquired was:
| (In Millions) |  | Weighted Average Life (In Years)
Intangible assets: |  |  |
Customer relationships | $ | 77 |  |  | 18
Developed technology | 60 |  |  | 17
Trade names and trademarks | 11 |  |  | 10
Total identifiable intangible assets | $ | 148 |  |  | 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 years ended December 31, 2020 and 2019, as if ArcelorMittal USA and AK Steel had been acquired as of January 1, 2019:
| (In Millions)
| Year Ended December 31,
| 2020 |  | 2019
Revenues | $ | 12,837 |  |  | $ | 17,163 |
Net income (loss) attributable to Cliffs shareholders | (520) |  |  | (11) |

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(3) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of finite-lived and indefinite-lived intangible assets acquired as part of a business combination. + References No definition available. + Details
Name: | us-gaap_FiniteLivedAndIndefiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the equity interest issued or issuable in a business acquisition (or series of individually immaterial business acquisitions) planned, initiated, or completed during the period. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 1 -Subparagraph (b)(4) -URI http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479 + Details
Name: | us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionEquityInterestIssuedOrIssuableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=121647850&loc=d3e4845-128472 + Details
Name: | us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration