Quarterly report [Sections 13 or 15(d)]

ACQUISITIONS (Tables)

v3.25.1
ACQUISITIONS (Tables)
 3 Months Ended
Mar. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Schedule of Business Acquisitions, by Acquisition
The fair value of the total purchase consideration was determined as follows:
(In millions)
Total cash consideration $ 2,450 
Total share exchange consideration 343 
Total debt consideration 415 
Total purchase consideration $ 3,208 
Total consideration shares are calculated as follows:
Number of outstanding Stelco shares 54,448,388 
Number of outstanding share-based compensation awards 2,516,415 
Total consideration shares 56,964,803 
Total estimated cash consideration is calculated as follows:
Number of consideration shares 56,964,803 
Consideration share price per share (CAD) $ 60.00 
Total cash consideration (CAD) (in millions) 3,418 
Exchange rate (November 1, 2024) 0.7168 
Total cash consideration (USD) $ 2,450 
The fair value of share exchange consideration is as follows:
Number of consideration shares 56,964,803 
Fixed share exchange factor 0.454 
Total Cliffs exchange shares 25,862,021 
Cliffs share price at closing date (November 1, 2024) $ 13.27 
Total share exchange consideration (in millions) $ 343 
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The preliminary purchase price allocation to assets acquired and liabilities assumed in the Stelco Acquisition was:
(In millions) Initial Allocation of Consideration Measurement Period Adjustments Updated Allocation
Cash and cash equivalents $ 341  $ —  $ 341 
Accounts receivable 104  —  104 
Inventories 726  (7) 719 
Other current assets 107  (1) 106 
Property, plant and equipment 1,286  (5) 1,281 
Intangible assets 1,025  —  1,025 
Other non-current assets 250  —  250 
Accounts payable (212) —  (212)
Accrued employment costs (29) —  (29)
Accrued expenses (6) (1) (7)
Other current liabilities (71) —  (71)
Pension and OPEB liability, non-current (14) —  (14)
Deferred income taxes (449) 10  (439)
Asset retirement and environmental obligations (20) —  (20)
Other non-current liabilities (616) 5  (611)
Net identifiable assets acquired 2,422  1  2,423 
Goodwill 786  (1) 785 
Total net assets acquired $ 3,208  $ —  $ 3,208 
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination
The purchase price allocated to identifiable intangible assets acquired was:
(In millions) Weighted Average Life (In years)
Intangible assets:
Customer relationships $ 953  15
Trade names and trademarks 72  15
Total identifiable intangible assets $ 1,025  15
Business Acquisition, Pro Forma Information
The following table provides unaudited pro forma financial information, prepared in accordance with Topic 805, Business Combinations, as if Stelco had been acquired as of January 1, 2023:
Three Months Ended March 31,
(In millions) 2024
Revenues $ 5,752 
Net loss attributable to Cliffs shareholders (93)