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Business Combinations, Goodwill and Intangible Assets | 3 Months Ended
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Mar. 31, 2021
Business Combinations And Goodwill Disclosure [Abstract] |
Business Combinations, Goodwill and Intangible Assets | 4. Business Combinations, Goodwill and Intangible Assets Warrick Rolling Mill Acquisition. On March 31, 2021, we acquired Alcoa Warrick LLC and certain assets comprising the aluminum casting and rolling mill facility located in Warrick County, Indiana (collectively, the “Warrick Rolling Mill”) for a purchase price of $670.0 million. The Warrick Rolling Mill is a leading producer of can stock for the beverage and food packaging industry in North America. The transaction provides us with non-cyclical end market diversification and re-entry into the packaging end market. Acquisition-related costs incurred and expensed during the quarter ended March 31, 2021 were $11.0 million, primarily related to legal and consulting fees and included within Selling, general, administrative, research and development (“SG&A and R&D”). The preliminary purchase consideration to allocate was determined as follows (in millions of dollars):
Contract purchase price |  | $ | 670.0 |
Preliminary working capital adjustment |  |  | 31.0 |
Initial outstanding indebtedness – Other postretirement benefits liabilities |  |  | (83.5 | )
Cash paid at acquisition close on March 31, 2021 |  |  | 617.5 |
Estimate of post-close adjustments |  |  | (12.7 | )
Total preliminary purchase consideration to allocate |  | $ | 604.8 |
The preliminary purchase consideration to allocate is subject to customary post-closing adjustments, estimates of which are included in the table above. We prepared an initial allocation of the purchase consideration as of the acquisition date based on our understanding of the fair value of the acquired assets and assumed liabilities. As we continue to obtain additional information supporting the final valuation of inventories, property, plant and equipment, intangible assets and long-term liabilities, we will refine the estimates of fair value and may revise our allocation of the purchase consideration. We expect to finalize the valuation of the assets and liabilities, as well as the post-closing adjustments as soon as practicable, but in any event no later than one year from the acquisition date. The following table summarizes the preliminary fair values of assets acquired and liabilities assumed at the acquisition date (in millions of dollars):
Trade receivables |  | $ | 162.4 |
Other receivables |  |  | 6.2 |
Inventories, including step up |  |  | 209.0 |
Property, plant and equipment |  |  | 385.4 |
Operating lease assets |  |  | 12.3 |
Intangible assets |  |  | 56.5 |
Goodwill |  |  | 27.4 |
Accounts payable |  |  | (143.0 | )
Accrued salaries, wages and related expenses |  |  | (5.9 | )
Other accrued liabilities |  |  | (11.5 | )
Long-term portion of operating lease liabilities |  |  | (8.7 | )
Pension and other postretirement benefits |  |  | (83.7 | )
Long-term liabilities |  |  | (1.6 | )
Preliminary allocated purchase consideration |  | $ | 604.8 |
Intangible Assets. The following table presents the components of acquired intangible assets and their estimated useful lives as of the date of acquisition (in millions of dollars):
|  | Useful Life (in years) |  |  | Fair Value |
Favorable lease contract |  |  | 120 |  |  | $ | 7.0 |
Favorable commodity contracts |  |  | 2 |  |  |  | 11.0 |
Customer relationships |  |  | 12 |  |  |  | 38.5 |
Total |  |  |  |  |  | $ | 56.5 |
Goodwill. Goodwill related to the Warrick Rolling Mill acquisition is primarily attributable to the assembled workforce and is expected to be deductible for income tax purposes. The following table presents the changes to goodwill during the quarter ended March 31, 2021 (in millions of dollars):
|  | Gross Carrying Value |  |  | Accumulated Impairment Loss |  |  | Net Carrying Value |
Balance as of December 31, 2020 |  | $ | 37.2 |  |  | $ | (18.4 | ) |  | $ | 18.8 |
Warrick Rolling Mill acquisition |  |  | 27.4 |  |  |  | — |  |  |  | 27.4 |
Balance as of March 31, 2021 |  | $ | 64.6 |  |  | $ | (18.4 | ) |  | $ | 46.2 |
Results of the Warrick Rolling Mill. The acquisition of the Warrick Rolling Mill was completed after the close of business on March 31, 2021. As such, there are no amounts to be included in our Statements of Consolidated Income. Certain Unaudited Pro Forma Information. The following unaudited pro forma financial information presents what our results would have been had the Warrick Rolling Mill been acquired on January 1, 2020. The unaudited pro forma information includes adjustments and consequential tax effects related to: (i) amortization and depreciation for intangible assets and property, plant and equipment acquired; (ii) the effects of certain reclassifications and conforming accounting policies; and (iii) acquisition-related transaction costs. The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the consolidated business had the acquisition occurred at the beginning of fiscal year 2020 or of the results of our future operations of the consolidated business.
|  | Quarter Ended March 31, |
|  | 2021 |  |  | 2020 |
Net sales |  | $ | 635.9 |  |  | $ | 636.1 |
Net income |  | $ | 9.9 |  |  | $ | 3.5 |
The Warrick Rolling Mill has historically purchased aluminum and electrical power from Alcoa Corporation's smelter in Warrick County, Indiana. Alcoa Corporation’s Warrick smelter historically sold the aluminum to the Warrick Rolling Mill at smelter cost and electrical power from Alcoa Corporation's power plant in Warrick County, Indiana at negotiated prices between the parties. As part of the acquisition of the Warrick Rolling Mill, we negotiated pricing for aluminum and electrical power with Alcoa Corporation at alternative rates which more closely align with market pricing. The table above does not reflect the cost of aluminum and electrical power under these negotiated rates.

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