ACQUISITIONS (Tables)

9 Months Ended

Sep. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Business Combination

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

Business Combination, Recognized Asset Acquired and Liability 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		(11)		715
Other current assets	107		(1)		106
Property, plant and equipment	1,286		(4)		1,282
Intangible assets	1,025		—		1,025
Other non-current assets	250		(1)		249
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		(3)		2,419
Goodwill	786		3		789
Total net assets acquired	$	3,208	$	—	$	3,208

Business Combination, Intangible Asset, Acquired, Finite-Lived and Indefinite-Lived

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 Combination, 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:

(In millions)	Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024
Revenues	$	5,049	$	16,416
Net loss attributable to Cliffs shareholders	(323)		(390)