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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] Ìý
Schedule of Business Acquisitions, by Acquisition
The fair value of the total purchase consideration was determined as follows:
(In millions)
Total cash consideration $ 2,450Ìý
Total share exchange consideration 343Ìý
Total debt consideration 415Ìý
Total purchase consideration $ 3,208Ìý
Total consideration shares are calculated as follows:
Number of outstanding Stelco shares 54,448,388Ìý
Number of outstanding share-based compensation awards 2,516,415Ìý
Total consideration shares 56,964,803Ìý
Total estimated cash consideration is calculated as follows:
Number of consideration shares 56,964,803Ìý
Consideration share price per share (CAD) $ 60.00Ìý
Total cash consideration (CAD) (in millions) 3,418Ìý
Exchange rate (November 1, 2024) 0.7168Ìý
Total cash consideration (USD) $ 2,450Ìý
The fair value of share exchange consideration is as follows:
Number of consideration shares 56,964,803Ìý
Fixed share exchange factor 0.454Ìý
Total Cliffs exchange shares 25,862,021Ìý
Cliffs share price at closing date (November 1, 2024) $ 13.27Ìý
Total share exchange consideration (in millions) $ 343Ìý
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 $ 341Ìý $ —Ìý $ 341Ìý
Accounts receivable 104Ìý —Ìý 104Ìý
Inventories 726Ìý (7) 719Ìý
Other current assets 107Ìý (1) 106Ìý
Property, plant and equipment 1,286Ìý (5) 1,281Ìý
Intangible assets 1,025Ìý —Ìý 1,025Ìý
Other non-current assets 250Ìý —Ìý 250Ìý
Accounts payable (212) —Ìý (212)
Accrued employment costs (29) —Ìý (29)
Accrued expenses (6) (1) (7)
Other current liabilities (71) —Ìý (71)
Pension and OPEB liability, non-current (14) —Ìý (14)
Deferred income taxes (449) 10Ìý (439)
Asset retirement and environmental obligations (20) —Ìý (20)
Other non-current liabilities (616) 5Ìý (611)
Net identifiable assets acquired 2,422Ìý 1Ìý 2,423Ìý
Goodwill 786Ìý (1) 785Ìý
Total net assets acquired $ 3,208Ìý $ —Ìý $ 3,208Ìý
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 $ 953Ìý 15
Trade names and trademarks 72Ìý 15
Total identifiable intangible assets $ 1,025Ìý 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 $ 5,752Ìý
Net loss attributable to Cliffs shareholders (93)