XML 108 R42.htm IDEA: XBRL DOCUMENT v3.22.0.1
Business Combinations and Asset Acquisitions (Tables)
12 Months Ended
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]  
Allocation of the Aggregate Purchase Price Based on Estimated Fair Values
The following table presents the allocation of the aggregate purchase price based on estimated fair values:

(in millions)
Assets Acquired:
Receivables$166 
Receivables with U. S. Steel (1)
99 
Inventories184 
Other current assets16 
Property, plant and equipment2,188 
Intangibles413 
Goodwill916 
Other noncurrent assets19 
Total Assets Acquired$4,001 
Liabilities Assumed:
Accounts payable and accrued liabilities$224 
Payroll and benefits payable27 
Accrued taxes
Accrued interest33 
Short-term debt and current maturities of long-term debt29 
Long-term debt1,997 
Deferred income tax liabilities26 
Deferred credits and other long-term liabilities211 
Total Liabilities Assumed$2,556 
Fair value of previously held investment in Big River Steel$770 
Purchase price, including assumed liabilities and net of cash acquired675 
Difference in assets acquired and liabilities assumed$1,445 
(1) The transaction to purchase Big River Steel included receivables for payments made by Big River Steel on behalf of U. S. Steel for retention bonuses of $22 million that impacted the previously held equity investment and for U. S. Steel liabilities assumed in the purchase of approximately $50 million. In addition, there were assumed receivables of approximately $27 million for steel substrate sales from Big River Steel to U. S. Steel. The receivables with U. S. Steel eliminate in consolidation with offsetting intercompany payables from U. S. Steel.
Unaudited Pro Forma Information for U. S. Steel Including the Results of the Big River Steel Acquisition
The following unaudited pro forma information for U. S. Steel includes the results of the Big River Steel acquisition as if it had been consummated on January 1, 2020. The unaudited pro forma information is based on historical information and is adjusted for amortization of the intangible asset, property, plant and equipment and debt fair value step-ups discussed above. Non-recurring acquisition related items included in the 2020 period include $111 million for the gain on previously held equity investment, $9 million in acquisition related costs and $24 million in inventory step-up amortization related to the purchase of the remaining interest in Big River Steel. In addition, costs for non-recurring retention bonuses of $44 million that occurred in January 2021 prior to the purchase of the remaining equity interest are included in the 2020 period. The pro forma information does not include any anticipated cost savings or other effects of the integration of Big River Steel. Accordingly, the unaudited pro forma information does not necessarily reflect the actual results that would have occurred, nor is it necessarily indicative of future results of operations. Pro forma adjustments were not tax-effected in 2020 as U. S. Steel had a full valuation allowance on its domestic deferred tax assets.

Years Ended December 31,
(in millions)20212020
Net sales$20,347 $10,694 
Net earnings (loss)$4,103 $(1,260)