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Annual report [Section 13 and 15(d), not S-K Item 405]

ACQUISITIONS (Tables)

v3.25.0.1
ACQUISITIONS (Tables)
 12 Months Ended
Dec. 31, 2024
Business Combinations [Abstract] Ìý
Schedule of Fair Value of Purchase Consideration
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
Summary of the Purchase Price Allocation to Assets Acquired and Liabilities Assumed
(in Millions)
Cash and cash equivalents $ 341Ìý
Accounts receivable 104Ìý
Inventories 726Ìý
Other current assets 107Ìý
Property, plant and equipment 1,286Ìý
Intangible assets 1,025Ìý
Other non-current assets 250Ìý
Accounts payable (212)
Accrued employment costs (29)
Accrued expenses (6)
Other current liabilities (71)
Pension and OPEB liability, non-current (14)
Deferred income taxes (449)
Asset retirement and environmental obligations (20)
Other non-current liabilities (616)
Net identifiable assets acquired 2,422Ìý
Goodwill 786Ìý
Total net assets acquired $ 3,208Ìý
Summary of Purchase Price Allocated to Identifiable Intangible Assets and Liabilities Acquired
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 $ 1,025Ìý 15
Summary of Unaudited Pro Forma Financial Information
The following table provides unaudited pro forma financial information, prepared in accordance with Topic 805, as if Stelco had been acquired as of January 1, 2023:
Year Ended December 31,
(In millions) 2024 2023
Revenues $ 20,874Ìý $ 24,158Ìý
Net income (loss) attributable to Cliffs shareholders (623) 216Ìý