Quarterly report [Sections 13 or 15(d)]

CAPITAL STOCK

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CAPITAL STOCK
 3 Months Ended
Mar. 31, 2025
Stockholders' Equity Note [Abstract]  
CAPITAL STOCK
NOTE 14 - CAPITAL STOCK
SHARE REPURCHASE PROGRAM
During the first quarter of 2024, we fully utilized the remaining portion of our prior $1 billion share repurchase program, which was approved by our Board of Directors on February 10, 2022. During the second quarter of 2024, our Board of Directors authorized a new program to repurchase our outstanding common shares in the open market or in privately negotiated transactions, which may include purchases pursuant to Rule 10b5-1 plans or accelerated share repurchases, up to a maximum of $1.5 billion. We are not obligated to make any repurchases, and the program may be suspended or discontinued at any time. The share repurchase program does not have a specific expiration date.
During the three months ended March 31, 2025, we did not repurchase any common shares. During the three months ended March 31, 2024, we repurchased 30.4 million common shares at an aggregate cost of $608 million, excluding any excise tax due under the Inflation Reduction Act. As of March 31, 2025, there was $1.4 billion remaining authorization under our active share repurchase program.
PREFERRED STOCK
We have 3 million shares of Serial Preferred Stock, Class A, without par value, authorized and 4 million shares of Serial Preferred Stock, Class B, without par value, authorized. No preferred shares are issued or outstanding.
STELCO ACQUISITION
As more fully described in NOTE 3 - ACQUISITIONS, we completed the Stelco Acquisition on November 1, 2024. At closing, each Stelco shareholder received CAD $60.00 in cash and 0.454 shares of Cliffs common stock per share of Stelco common stock. Additionally, Stelco equity award holders received CAD $60.00 in cash and 0.454 shares of Cliffs common stock per outstanding restricted share unit and deferred share unit. As a result of the Stelco Acquisition, we issued a total of 25.9 million Cliffs treasury shares at a fair value of $343 million.