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

ACQUISITIONS (Tables)

v3.25.4
ACQUISITIONS (Tables)
 12 Months Ended
Dec. 31, 2025
Business Combination [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) Initial Allocation of Consideration Measurement
Period Adjustments		 Final Allocation of Consideration as of December 31, 2025
Cash and cash equivalents $ 341  $ —  $ 341 
Accounts receivable 104  —  104 
Inventories 726  (11) 715 
Other current assets 107  (2) 105 
Property, plant and equipment 1,286  (4) 1,282 
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) 3  (68)
Pension and OPEB liability, non-current (14) —  (14)
Deferred income taxes (449) 10  (439)
Asset retirement and environmental obligations (20) (19) (39)
Other non-current liabilities (616) 8  (608)
Net identifiable assets acquired 2,422  (16) 2,406 
Goodwill 786  16  802 
Total net assets acquired $ 3,208  $ —  $ 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 ASC Topic 805, Business Combinations, 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 (629) 202