ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2024

Business Combinations [Abstract]

Schedule of Fair Value of Purchase Consideration

The fair value of the total purchase consideration was determined as follows:

(In millions)
Total cash consideration	$	2,450
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

Summary of the Purchase Price Allocation to Assets Acquired and Liabilities Assumed

	(in Millions)
Cash and cash equivalents	$	341
Accounts receivable	104
Inventories	726
Other current assets	107
Property, plant and equipment	1,286
Intangible assets	1,025
Other non-current assets	250
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	2,422
Goodwill	786
Total net assets acquired	$	3,208

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	$	1,025	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	$	20,874	$	24,158
Net income (loss) attributable to Cliffs shareholders	(623)		216